"It’s done?"

"It’s done," the Coven’s leader confirmed. "Our power is transferred to you."

"Will it be enough?" he asked.

The head Witch shook her head. "I don’t know Rupert. There hasn’t been a Witch as powerful as Ms. Rosenberg in a millennia."

"So I’m your last best hope?" Giles’ lips quirked up in an instinctive smile. "Terribly sorry, Xander has forced me to watch Babylon 5." His expression sobered as he bowed at the waist. "I’ll do my best."

* * *

The sky above grew bleak, blue lightning flashing as she cradled Tara’s corpse in her arms. Wiping her tears away, Willow cast an uncaring look to the mage she’d incinerated before looking upwards. "By Osiris, I command you, bring her back! Hear me! Keeper of darkness!"

The clouds suddenly formed into a huge face. "Witch! How dare you invoke Osiris in this task!" it rasped.

"Please. Please, bring her back." Willow shook her head, tears cascading down her face. She couldn’t lose Tara, not after Buffy.

"You may not violate the laws of natural passing," the voice intoned.

"How? How is this natural?" she shrilly demanded.

"It is a human death, by human hands." The face explained. "It is done."

Willow shook her head. "No. There has to be a way."

"It is done."

"NOOOO!" she screamed, a column of energy vomiting from her mouth at the demon. The face screamed and disappeared in a final flash of lightning.

Willow rose, her eyes blackening. If she couldn’t be happy, if she couldn’t have Tara back, if she didn’t have a future, then neither did the world. And she knew just where to get the power.

But first, she had to deal with Rack.

* * *

Xander braked his car as he saw the column of flames erupt in the woods. "Well that was hellmouthy," he muttered as he pulled off the road, grateful for the superior suspension of his car. He grounded his teeth together as the vehicle shuddered over the rough ground.

His discomfort was forgotten when he saw the crumpled body by a small copse of trees. "Tara," he whispered. Tears blurring his eyes, he slammed on the brakes. "Not you too," he muttered. The car was still screeching to a halt when he opened the door and leapt from it. Moving at undreamed of speeds, he charged over and dropped onto his knees by the body, one look confirming that not only it was Tara but that she was dead.

An eternity later and he looked up and around, his dazed mind taking in the ashes behind the body and the footprints leading away from the corpse. "Too light for it to be a vampire," he muttered. "Two sets of footprints." Realisation hit him as he remembered Tara and Willow had been planning a picnic. A cold fear grabbed his heart in an inescapable hand, twisting it. "No, no."

After taking a calming breath, he considered the mystery of the ashes. Who or what were they? Only a really powerful witch or mage could turn a person to ash. According to what Tara had told him the physical manifestation of rage for wiccas was fire. "And what could make Willow angry enough to turn someone into flames? Gee Xander," he continued, his eyes moving to the corpse before shifting to the much more palatable tracks, "ask yourself an easy one." Yanking his mobile out, he quickly dialled the Magic Box.

* * *

"Is that it Faith?" Clem queried as he brought up the fourth of the boxes from the storeroom.

"Yeah Clem you did good," Faith hid a grin at the saggy-skinned demon’s pleased expression. It was almost worth being treated like some helpless bitch from the days before bra-burning to make her bud look like that. He was like a five hundred pound teddy bear. "You wanna a soda po-," she was interrupted by the ringing of the shop phone. "Sorry guys," she grinned apologetically before picking the phone up. "The Magic Box, Faith speaking."

"Faith."

"X," concern replaced the light-heartedness of just a few seconds ago at her honey’s pained tone. "What’s the sitch hon?"

"Arrgh," Xander groaned. "It’s Tara. Somebody, mages I’d guess because she doesn’t look like she’s been injured externally, came across her and killed her."

Faith felt the bottom fall out of her world. "No," Faith shook her head, tears welling in her eyes. She waved back Clem and Dawn’s worried approach. "This ain’t funny X, you shouldn’t joke about something like this."

"Faith!" Xander’s snarl made her blink. "I’m not joking. I think Willow killed one of them, incinerated them-."

"Oh crap," Faith muttered. Killing someone, the way Red was wired these days and with her power, that would be more than enough to send her over the edge.

"But she’s gone after the other and I’ll have to-."

Faith’s blood froze. "Don’t you fucking dare Harris," she growled. "Tell me where you are and I’ll-."

"There’s no time Faith," her boy-friend interrupted. "Find a spell or something to stop her if I can’t."

"Harris-," Faith’s voice trailed off when she realised her lover had hung-up. "Fuck!" Temper blazing, she slammed the phone down.

"Faith," she winced at Dawn’s quavering voice. "What’s wrong?" Girl loses one big sis, then another. Maybe another if Red had gone psycho. Taking a breath, she turned to face the former dimensional key.

* * *

Rack’s lungs heaved as he ran through the forest, using the dark arts to push him to inhuman speeds. Yet somehow he knew it wouldn’t be enough. "Mistake," he muttered. A few weeks ago, he had a successful business and two beautiful women with amazing power willing to do anything to he told them. If he’d just cut his losses and left town with Amy, found another Strawberry.

Except there wasn’t another Strawberry, no one to compare to her potential. "Hello Rack."

Rack’s head snapped up. He swallowed at the sight that greeted him, levitating some ten foot above him. "Strawberry," he whimpered.

Except it wasn’t Strawberry, not anymore. Gone was the pretty red-head with the shining green eyes who’d he’d helped strip of her innocence, corrupt and turn against her friends. In her place was a dark, gothic goddess. "Time to pay the piper," Willow smiled manically.

Rack started to back away from the witch, desperate for any added second of life. Suddenly the branches of the trees sprang out, grabbing both his arms and his legs, holding him prisoner.

"I bet," Willow hovered down to the ground just a couple of feet away from him. "All this magic addiction crap is about power, gives a pathetic loser like you power with women, power that you’d never otherwise have. I almost feel sorry for Amy. Almost. You though…."

Rack swallowed. "It doesn’t have to be like this. It really doesn’t."

"You get off on it." Rack shuddered as Willow approached him. "Abusing women. Using your powers to addict them. Beneath all those tattoos and hocus-pocus, you’re just a scared little boy who never grew up."

Rack trembled. "Just get it over with," he begged. "Kill me."

Willow chuckled before running a cold, lifeless palm down his cheek. "We’ve not even started." He screamed as the bones in his legs shattered and his groin burst into flames. "Oh dear," Willow mockingly cooed, "it looks like poor Amy gave you an STD. It’ll all be over soon," one after another his teeth were ripped from his mouth, leaving searing agony behind. "It’ll only take a few hours for you to die."

"Willow no!" He forced himself to move his thundering head to look over his shoulder to see the carpenter who was screwing the Slayer running up, a concerned look on his face. "You can’t do this! You can’t kill a human!"

"You want to listen to him Strawberry!" Rack mumbled through his bloody mouth. "Once you kill you’re not human, not really!"

He realised his mistake the moment he’d finished speaking. Rosenberg turned to him, a triumphant look on her face. "Is that right?" the witch glanced at Xander and smiled. "And yet you killed my Tara. Just condemned yourself with your own words. Bye Rack."

"No please," he babbled, eyes filling with tears.

"Bored now," the witch intoned. A half-second later and his skin began flaying from his body.

* * *

"Oh my god." Xander muttered before dropping to his knees, unable to do anything but vomit uncontrollably at the sight of the de-skinned corpse. After a minute or so, he looked up at his best friend. "Will, what have you done?" he asked through his suddenly dry lips.

Willow looked at him for a long second. "Bye Xander." Suddenly she was gone.

After a second, Xander reached a shaking hand into his jacket, pulled out his mobile, and hurriedly dialled the Magic Box, his eyes still fixed on the slumped skeleton now lying on the ground. "Hurry Faith, come on…"

* * *

Dawn wiped at her eyes as she read at the text before her, Faith and Clem’s presence not comforting her at all. Tara dead, when would it end? She looked up when the phone rang. "I’ll get it," Faith muttered, a hopeful look on the Bostonian’s face. The Slayer probably hoped it was Xander ringing to tell her he’d talked Willow down.

"It’ll be okay Dawnie."

Dawn smiled weakly at Clem’s clumsy hand on her shoulder even as she read on. She squinted as she read something, something maybe useful. "Yo X," she allowed the conversation to go on in the background. "What’s the sitch? Oh crap," Faith’s forced jauntiness melted away. "She did what? Oh man." Dawn glanced up, Faith looked, she gaped, looked scared, she couldn’t ever remember seeing Faith looking scared. Her friend looked to the doorway and gulped. "Yeah well, I’ve got an idea X. She’s here."

Dawn’s blood froze when she saw the black-haired woman stood in the shop entrance. "Willow," she croaked.

* * *

"Dawn get out of here," seeing the teen’s mouth open in protest, Faith glanced to Clem. Instantly the demon had Dawn tucked under his arm and was carrying the vociferously protesting teen towards the back of the shop, the book she’d been reading still in her hands. "Hey Red," Faith stepped towards the witch, her heart thumping furiously. Willow had just burnt Amy Madison to a crisp and tortured Rack to death. "I’m sorry about Tara-."

"Why?" the witch snarled at her. "Were you fixing to steal her from me next? Like you tried with Buffy and did do with Xander?"

It was an effort but Faith managed to keep a hold on her temper by reminding herself that the Wicca could kick her ass without breaking a sweat. "No," she said slowly. "Because she was my friend. Look, I know how things went with Rack," she fought down the bile rising in her throat. "I can help you. I know -."

"HELP ME!" Willow’s eyes pulsated with power. Suddenly she was lifted up and flung into the wall. "The town skank thinks she can help me?"

* * *

"Put me down Clem," Dawn ordered.

"No," Clem shook his head. "Faith said I -."

"Damn it Clem!" she snarled. "I’ve got a spell that can help."

"Really?" she nodded. Clem sighed before pulling her down to hide behind the far end of the counter. "Well let’s give it a try."

* * *

Willow beamed at the crumpled Slayer. Faith thought she had power, but now it was time to show the bitch who had true power. She raised a hand and shot off an energy bolt that would turn the low-rent ho’s world to agony. Nothing happened. Confused, she attempted to send a bolt into the table in the middle of the floor, the table exploded into firewood. Willow smiled, so she couldn’t use magic directly on Faith, but she still could use magic. "I can work with that," she muttered before turning her attention back to the glassy-eyed Slayer.

"Red," Faith shook her head, Willow smirked at the wince that followed the movement. "Ya don’t wanna do this. Tara wouldn’t-."

"Huh, huh," Willow shook her head. She wished she could sow the little slut’s mouth shut. "You don’t get to mention her name."

"Okay then," Willow could tell the skank was struggling to hold onto her temper. "What about X-."

Blood fountained from the brunette’s nose when she rammed a fist into her face, knocking her into the wall. "You stole him from me!" Willow raged.

The brunette’s answering smirk was forced. "Thought you didn’t swing that way anymore Red?"

"I do what I want with who I want," Willow grinned as an idea occurred.

"Look Red, I don’t want to hurt you."

Willow side-thrust kicked the Slayer into a near-by magazine rack, knocking the rack and the supernatural warrior into a wall. "Oh you won’t."

"Okay," Faith pushed herself back upright. "Time out. I lied." Faith ducked her roundhouse kick before smashing an uppercut into her jaw. The impact of the blow lifted her off her feet and flung her into a glass display case, shattering the case, flinging wood, glass, and merchandise everywhere. "I’d love to kick your ass."

Willow smirked. "That’s more like it." Leaping to her feet, she smirked at the Slayer. "So here we are."

"Are we really gonna do this?" Faith shook her head. "It doesn’t have to be this way Red."

"Oh come on, this is a huge deal for me! I finally get to step out of the shadows, become the Slayer."

"You’re wrong Red," Faith argued. "A killer isn't a Slayer. Being a Slayer means something you can't conceive of. I should know."

"Guess what?" Willow tilted her head to the side and grinned. "Don’t care, all I care about is getting those magic books and kicking your ass."

"Not going to happen," Faith replied. "Let me show you what a Slayer really is."

"A Slayer?" Willow snorted. "Buffy was a Slayer, you’re just street-trash. Still," Willow laughed. "All that time in a woman’s prison, you must have had plenty of cat-fights!"

Faith’s face tightened. "Let’s see what ya got Sabrina!" Leaping forward, the Slayer threw a right at her that she swayed away from before grabbing hold of the brunette by her shoulder and moving in for a headbutt. The Bostonian grunted from the impact, she followed up with a kick to Faith’s flat stomach, doubling the brunette up. Clenching her fists together, she drove them into the Slayer’s back knocking her to the floor.

"On your knees Faith, just were- ah!" She screamed in surprise when the east coast native snatched hold of her feet and pulled her to the ground.

"Here’s a hint bitch!" Faith snarled. "Less talk," she screamed when the Slayer straddled her and crashed a left into her face, smashing her nose. "More fight."

"Thanks," the Bostonian’s chocolate brown eyes filled with surprise when she brought her legs up from behind the Slayer, "for," and slammed her feet into the raven-haired beauty’s armpits, knocking the Slayer off her, "the tip!"

Both of them made it back to their feet at the same time, Willow caught the Slayer with a spin kick, knocking her over the shop counter. Faith responded immediately by vaulting back over into a dropkick that caught her in the chest, cracking two ribs that began healing instantly, and flinging her to the far side of the shop, smashing into the ladder leading up to the loft, the impact smashing it in two.

Even as she rose the Bostonian came at her. Grabbing a ladder leg, she smashed the wood into the Slayer’s mouth, sending blood flying and the brunette sailing through the air and out of the shop window, hitting the pavement outside the shop. "Ouch," Willow smirked, "that has got to hurt."

"Red," Faith croaked as she struggled to her feet. "I can help you."

"Oh the pleading part of the fight," Willow taunted, "I like this." She scowled as she noticed Dawn with Clem, the teen chanting from a book. "You’d turn on me."

Eyes widening, Clem leapt to his feet and charged her, but a casually executed backhand sent the demon flying into the wall. In an instance she had Dawn held by the throat and dangling a foot off the ground. "Your sister would be so disappointed." After a shake of her head, she flung the teen headfirst into the training room door.

"You bitch!"

Turning, she caught a right to the jaw from a bloody Faith. Shaking it off, she grinned at the brunette. "Faith... I gotta tell ya ... I get it now. The Slayer thing really isn't about the violence. It's about the power. "

She chuckled when the Slayer’s eyes widened in terror as the air began to crackle around her. Energy bolts bombarded the brunette, forcing her lithe frame to convulse uncontrollably. Finally Willow grew bored with the torture and with a casual gesture, threw the Slayer across the room and into the wall. Willow turned to the loft, raised a hand and allowed the power and knowledge from all the black arts books stored there to flow into her. A smirk on her face, Willow started for the door.

And turned back to Faith. After a second inspecting the crumpled Slayer, she walked over and crouched beside the unconscious Slayer, lifting her chin in her hand. "Ah Faith," she cooed. "Did you know that ever since I realised I was gay, I’ve fantasised about all the women I’ve known? Miss Calendar, Buffy, Anya, and Cordelia. But especially you, there’s something so deliciously wanton about you." She leaned into the Slayer and whispered into her ear. "Destroying a world takes time, and I’ll need someone to entertain me. You’re no Tara, but breaking you will keep me from getting bored." Letting go of the unconscious Slayer, she stood and kicked her opponent in the ribs. "And there's no one in the world with the power to stop me now," she said in a louder voice.

"I’d like to test that theory."

She screamed as a blast of white energy hit her, searing her very being and throwing her across the room. Wiping blood away from a cut on her forehead, she rolled onto her back and looked up in disbelief at her attacker.

Faith groaned as consciousness returned. Raising her thumping head, she forced her eyes open and saw her Watcher stood in the doorway. "Yo G."

G’s eyes didn’t shift from glaring at Willow, his face scarily grim. "Uh oh. " Willow rose, wiping away blood leaking from her nose. Faith tried to follow suit, but found her legs refusing to work. "Daddy's home. I'm in trouble now."

"You have no idea. You have to stop what you're doing," the Englishman said.

"Uhh, sorry. Can't do that. I'm not finished yet." Willow started forward.

"And neither am I," G gestured at the Wicca. "Stay down."

Faith’s eyes widened as the witch’s legs buckled under her, knocking her to the floor. "Fuck me G, how did you that?"

Red laughed. "That's borrowed power. No way is it gonna be strong enough-."

"I'm here to help you," Giles interrupted.

"Help me?" Red snorted. "A weakling like you? But, hey, if you'd like to watch ... I mean, that's what you Watchers are good at, right? Watching? Butting in on things that don't concern you?"

"You concern me, Willow. Stay on this path and you'll wind up dead."

"Red, listen to him." Faith pleaded. "He’s talking sense."

She felt an invisible hand constrict her throat, cutting her words off. "Be quiet!" As she gasped for air, Willow turned back to G, a sneer firmly in place. Willow rose to her feet.

G cast her a concerned look before directing his attention back to the Wicca. "Stay down." G gestured but Red blocked him.

"No." Red laughed. "You think you’re in control here? That you’re the teacher? Buckle up English!" Suddenly a magic light illuminated the Wicca’s body, and her eyes blackened again as a humming noise begins to rise in pitch and volume. "Asmodea, bring forth—"

"Vincire!"

Green energy shot from the Englishman’s hand, forming a band around Willow's torso, pinning her arms against her body "What? No! Get off!" Willow struggled. "Solvo, libero... " Giles continued holding out his hand toward her. Suddenly Willow threw back her head and closed her eyes, apparently unconscious. Her body floated up into the air and hovered about a foot off the ground.

Faith gasped as air returned to her lungs. "What. Did. You. Do?" she wheezed.

"Contained her and her powers within a binding field. It puts her in a kind of ... stasis for the time- " Faith lunged to the Watcher engulfing him a hug, her body shaking with fear. Giles patted her on the shoulder. "It’s okay, it’s alright."

"This... " They both turned to see Willow glaring at them both. "won't hold me ... forever."

"Oooh," Faith leapt away from G when she realised Clem and Dawn were in the room with them, not wanting her image to be tarnished by weakness. Clem groaned as he climbed to his feet. "What happened?"

* * *

After picking up a still stunned Dawn, Giles led his charge through to the training room, leaving an insistent Clem to start cleaning up, although in his opinion it wouldn’t hurt to have ‘The Changing Rooms’ team at hand to get to work on the bloody place. "I came as soon as I heard."

"The Council?" Faith queried.

Giles snorted, remembering his meeting with the pillocks. "The Council haven't a clue." He lent on the gym horse. "No, there's an extremely powerful coven in Devon. They sensed the rise of a dangerous magical force here in Sunnydale. A dark force, fuelled by grief."

"Willow."

Giles nodded. "That's when the coven ... imbued me with their powers."

"And sent you here to bring Red down."

After a second he nodded. "If all else failed yes."

* * *

Xander looked at his dashboard. "Faster!" he implored, the car screeching around a corner, narrowly tailgating a parked van, visions of both Willow and Faith flashing before him. They had to be alright, they had to be.

* * *

Clem shook his head as he cleaned up some of the debris on the floor. "It’s a mess and no mistake," he wiped at his eye. Sweet Tara killed. "Not right," he muttered. Willow had problems, but this wasn’t her fault. And he’d been so scared that Faith was going to get hurt. Sighing slightly, he put some derbies into a small basket and carried it toward the counter, past the still floating Willow.

"Clem."

He swallowed at the voice in his head before turning to face Willow. "Hi Willow," he raised a hand to wave at the Wicca only to drop it to his side and shuffle nervously.

"I need you, Clem. I need you to do something for me," Willow said inside his head.

"I’m angry at you missy, wrecking Mr. Giles’ business, hurting Faith like this." He shook his head stubbornly. "I know what you're trying to do. And I hate to burst your bubble, but that mind control mojo doesn't work on Valusians, so why don't you just-."

"Stop talking and listen."

Clem gulped. "Okay."

"You need to free me."

Clem shook his head. "No, I’m wise to your tricks. I know all about jedis, I’ve watched Star Wars three times with Faith." He turned away and started towards the training room.

"You don't want to call out to them." Clem was compelled to stop. "You want to take away this binding spell."

Clem smiled as he turned away, relieved. "I can’t. I don't know how."

"I do. Let me tell you."

* * *

"What's gonna happen to Red?" Faith queried. She was honest enough to admit she didn’t care much, but it would hurt X like hell.

Giles grimaced. "Well, the coven is working on a ... way to extract her powers without killing her. And should she survive, you ought to know Faith, that there's no guarantee she'll be as she was. Willow has killed a human being." Faith nodded. In her case she was a better person, she’d learnt to trust thanks to Angel, but Red might be different. "How will she be able to live with herself?"

"I wouldn't worry about that."

Faith looked at G, then started forward to attack the witch stood in the gym doorway. The wicca lifted her hand and sent a bolt of magic at Faith. Faith grunted as the bolt hit her, flinging her into the far wall.

* * *

"Vincire! " Heart racing, Giles held out a hand toward Willow, sending another binding spell toward her.

Willow waved her hand casually. "Solutum."

The binding field dissolved. Giles lowered his hand. Willow took a few steps into the room. "Fool me once... " The knives hung on the wall behind Willow flew off the wall.

"No, Willow..."

Willow shook her head. "Shame on you. "

The knives started to fly towards him. Waving a hand, he sent a practice dummy flying over between him and the knives. Willow glared at him even as he sent a ball of magic back at her. "Excudo!"

The ball smashed into Willow and threw her through the brick wall behind her and into the main Magic Box area, slamming into a pillar that supporting the upper loft, burying her in a shower of debris. After a second the debris was flung up, and Willow rose to her feet, her clothes dirty but uninjured. "That all you got, Jeeves?"

Giles gasped, her power was terrifying. "'Cause, I could stand to go another ten rounds. Whereas ... you can barely stand. "

"Your powers ... may be undeniably greater. But I can still hurt you if I have to."

The Wicca shook her head. "Boy, you just don't get it, do you? Nothing can hurt me now."

Giles nodded sadly. "I see. If you lose someone you love ... the other people in your life who care about you become meaningless. I wonder what Tara would say about that."

Willow laughed. "Ask her yourself."

* * *

Willow lifted her hand and sent a bolt of magic toward the Englishman. Faith threw herself at Giles, knocking him out of the way. The magical blast destroyed the loft's stability, sending the whole thing came tumbling down on top of them, Faith shielding the Watcher with her body.

"Well look at the jailbird, so desperate to make up she has to save everyone. Not that she cares." Willow shook her head. "No, she wants to prove she’s as good as Buffy. Newflash, you’ll always be in her shadow." Faith flipped the red-head off. "That’s naughty." Faith screamed as Willow sent a bolt of energy through the busty brunette’s body. Willow cackled.

"Willow, what you’re doing is wrong," Giles pleaded.

Willow shook her head. "You're such a hypocrite. Waltzing in here with your borrowed magicks. So you can tell me what? Magic's bad? Behave? Be a good girl?" Willow chuckled. " I don't think you're in any position to be telling me what to do, Ripper." Suddenly she had Giles pinned against the ceiling, groaning in pain. "Do you?" Willow gestured with one finger and Giles fell to the floor. He hit the floor with a thud and just laid there, unable to move, blood pouring from his face. "I remember thinking you had all the answers, that you were so wise. That I had so much to learn from you."

"Willow... " Giles groaned.

"But I was wrong." She gestured again. Giles flew up to the ceiling, hitting it with bone-crunching impact. "You were jealous. Just couldn't bear that I was the one with power. That’s why you were always telling me to slow down, because you hated the idea of me-."

"Bitch!"

Willow gestured at Faith as the Slayer lunged at her, propelling the Bostonian into the far wall. "I see that the little slut needs obedience training," she smiled at the groaning Slayer lying crumpled on the floor. "Something for me to look forward to."

"Incurso!"

Green magic flew from Giles, hitting her in the chest and knocking her back a step. At the same moment, Faith leapt at her, but she swayed away from the Slayer and flung her face-first into the counter. The brunette’s limp body hit the floor with a thud and stayed there. "That ... was rude! Now I forgot what I was saying."

"Perhaps you're not as strong ... as you think you are." Giles gasped. "You're expending way too much of your mystical energy to maintain your powers. At this rate you're going to ... burn out. And up."

"Blah blah blah." Willow dropped Giles back to the floor.

Moving like a much older man, Giles crawled up to his knees. "You ... you need to stop."

Willow smiled. "What I need," she grabbed hold of Giles’ shoulders. "Is a little pick-me-up." She began to glow with a grey aura. Giles moaned. Satisfied she let her victim go, allowing him to fall on his back. "Whoa. Head rush." She stumbled to the floor and began panting in pleasure. "Wow. Whoa. Who's your supplier? This is ... wow. " She giggled. "It's incredible. I am so juiced . It's like I, I'm connected to everything ." Her smile faded. "Oh. Oh my God. All the emotion. All the pain. No, it, it's too much. It's just too much." She rolled into a shaking foetal ball.

"Willow," Giles took a long, rattling breath. "It doesn't have to be ... like that. You ... you can stop it. "

Willow slowly rose. "Yeah. I, I can. I have to stop this. I'll make it go away."

The Watcher’s swollen eyes widened. "Willow..."

"Your suffering has to end." A cloud of magic like a tornado gathered around her. "Goodbye."

"Noooo!"

* * *

"Ooh, that hurts…" Dawn groaned as she awoke, her head thumbing. Ignoring the pain coursing through her body, she staggered to her feet and stumbled through into the main room. Her eyes widened at the carnage she found there. "Giles!" In a half-second, she was knelt beside the Englishman. "Giles!" She shook his arm slightly.

"Don’t shout," the Watcher reproved. The middle-aged man looked around. "Faith?"

"Oh no," Dawn hurried over to the Slayer. "She’s got a pulse."

"Thank god," Giles coughed up blood. "She’ll be alright." Giles’ face contorted with fear. "If we live. Willow took the magic I had and ... now ... I know where she is. I can feel what ... Oh, God."

"Giles," Dawn hurried back over to the Watcher, "you have to rest."

"Dawn," Giles squeezed her arm, his grip so weak, "I'm dying."

"No you're not," Dawn shook her head, tears blurring her vision. "I won’t let you."

"Dear child," her guardian smiled weakly. "It was the only way. I thought we there'd be a chance. I’m linked to her, I know where Willow is. She's going to finish the world."

Dawn laughed and shook her head. Giles must have banged his head bad. "You’re wrong, Willow’s not that strong."

"She is," Giles insisted, his face growing greyer. "And only one person can stop her."

"Faith’s out cold Giles," Dawn was starting to get scared.

"No," Giles shook his head then groaned. "Not her. Him."

Dawn gasped as she looked up to see a figure stood in the doorway. "Xander?"

* * *

"Derax, Acklan, Arsan, Daran."

As she chanted a huge steeple began rising out of the dusty ground some thirty yards away, pushing through the earth and rising up at an angle. Willow held out her hands toward it, dragging it out of the ground by sheer force of will.

As the steeple continued to rise, stone carvings of various monsters became visible on its surface. At the very top of the steeple there was a pentacle topped by a trident .

Finally the last of the steeple escaped the ground and righted, standing proudly upright.

* * *

"Got a hell of a set of spring-cleaners-," Xander’s voice trailed off when he noticed the crumpled bodies. "Faith!"

He hurried towards his girl-friend. "Xander, no." He looked up at Giles’ groan, his mouth opening in protest. "Listen to me!" the Englishman’s voice trailed away in spluttering coughs. "If you don’t leave Faith to us, she’ll die anyway. We all will."

Xander swallowed. "What do you mean?"

"Oh god!" Giles’ eyes widened in horror as if seeing something that none of them could see. "Willow’s at the satanic temple on Kingman's Bluff."

Xander laughed and shook his head, relieved. "You’re wrong G-Man," he glanced at Faith, longing to hold her in his arms. "There's no temple on Kingman's Bluff. "

Giles grimaced. "There was once. Proserpexa. A being way up there in the demonic hierarchy. Her followers intended to use her effigy to destroy the world. They all died when the temple got swallowed up in the big earthquake of '32. Willow intends to drain the planet’s life force, and funnel its energy through Proserpexa's effigy and, and burn the Earth to a cinder."

"She can’t," Xander shook his head. "My Willow wouldn’t…"

"She’s not your Willow anymore son," Giles coughed. "But you can stop her."

"Kill Willow?" Xander shook his head. "I haven’t-."

"No of course not," Giles spasmed.

"Giles," Dawn broke in, her voice soft and trembling.

"I’ll rest in a moment dear," Giles’ eyes stayed fixed on him. "You have to show her the way back."

"But Faith," he looked at his unconscious girl-friend.

"We’ll take care of her. GO!"

Shocked by the note of command in the Watcher’s voice, he was in the car and driving before he realised.

* * *

"Proserpexa ... let the cleansing fires from the depths burn away the suffering souls and bring sweet death." Willow smiled as lightning crackled between her and the statue of Proserpexa. Eyes widening with the power coursing through her, lightning sizzling around her, she stepped towards the steeple, unmindful of the shaking ground and the tornado whirling around her.

"Hey, black-eyed girl. Whatcha doin'?"

Willow stopped, surprised by the figure stood between her and the temple. "Get out of here Xander."

* * *

It was an effort, but Xander managed to keep his voice under control. "Can’t do that Willow. You know what you’re doing is wrong."

"WRONG!" He screamed as a bolt of energy hit his body, causing him to spasm uncontrollably. He was sure he felt a rib crack. "THERE IS NO RIGHT OR WRONG! ONLY POWER!"

"You might want to lower the tone girl," he quipped even as he spat up blood. Great, internal bleeding. "Giving me a headache. You're not the only one with powers, you know. You may be a hopped-up uber-witch, but ... this carpenter can dry-wall you into the next century."

"Always with the jokes!" Willow raised a dismissive hand, flinging Xander to the base of the temple. He groaned as the back of his head hit the ground.

* * *

Faith cursed as she awoke, her head thumping and her body throbbing. She looked around the wrecked shop and grinned. "Where’s the bitch gone?" she queried. "I was hoping for the next round?"

"Somehow I doubt that," Giles smiled at her before turning serious. "You can’t stop her. Only Xander can."

"What!" Faith began to rise, hating her body’s rubbery weakness. "No fucking way."

"Faith!" Dawn flinched at Giles’ roar and she had to admit she was a little intimidated. "You trust me?"

After a second she nodded reluctantly. "More than anyone ‘cept Fang and X."

"Exalted company indeed." Giles smiled wearily. "Thank you my dear. Then trust me it has to be this way. Your interference would only jeopardise matters."

* * *

Xander sat up at the base of the temple, his ribs aching. Taking a rattling breath, he staggered to his feet. "You can't stop this," Willow screamed.

"You really hurt Faith you know."

"I know!" Willow screeched. "I wanted to!"

"Kinda figured that," he winced, bent over, and spat out some more blood. "Thing is, I forgive you." He slowly straightened, pain shooting through his body. "I love you. And if this is going down. You've been my best friend my whole life. World gonna end ... where else would I want to be?"

"Is this the master plan?" Willow sneered. "You're going to stop me by telling me you love me?"

"Well, I was going to walk you off a cliff and hand you an anvil, but ... it seemed kinda cartoony."

"Still making jokes," Willow scowled.

"Not joking. I know you're in pain. I can't imagine the pain you're in." Xander guessed that some day soon he would, what with Faith being the Slayer. Pushing that fear aside he continued. "And I know you're about to do something apocalyptically evil and stupid, and hey." He spread his arms to his sides. "I still want to hang. You're Willow."

"You’re an idiot!"

Xander bit back the scream that bubbled to his lips as the Wicca sent another bolt through him. "First day of kindergarten. You cried because you broke the yellow crayon, and you were too afraid to tell anyone. You've come pretty far, ending the world, not a terrific notion. But the thing is? Yeah. I love you. I loved crayon-breaky Willow and I love ... scary veiny Willow. So if I'm going out, it's here. If you wanna kill the world? Well, then start with me."

"You think I won't?"

Xander swallowed. "I doesn't matter. I'll still love you."

"Shut up!"

Willow gestured at him. Xander moaned as an invisible claw slashed his face. He lifted his hand to his face, it came away bloody. He raised his head to Willow. "I love you." Willow gestured again. He doubled up and fell to his knees, slashed across the chest. After a few seconds he rose. "I ... love y-."

"Shut up!!" Willow raised her hand. The blast that hit him, staggered him but didn’t have the force of the earlier ones. Willow looked at her hand, a puzzled expression on her face.

Taking his chance, he staggered forward. "I love you, Willow."

"Stop!" Willow hit him with another blast but this one he barely felt. Tears began to roll down his best friend’s face.

"I love you."

"Stop." Willow began to cry. As Xander reached her, she began hitting him with her fists. Xander winced as the blows hit, but took them. After a while Willow fell into his arms.

"I love you."

As Willow continued to cry in Xander's arms, the veins faded from her face and her hair returned to its usual red. "I," the Witch sobbed into his chest. "Love. You. Too."

* * *

Faith looked up in amazement when a suddenly revitalised Giles rose. "What’s the sitch?" she queried.

"He did it," the Englishman replied gleefully.

"You mean Xander stopped her?" Dawn asked. "That’s amazing isn’t Faith? Faith?"

Faith couldn’t answer, tears of pride rolling down her face. Her baby had saved them.

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