Spike died in an alley when he was twenty-seven. At - however old he was - he expected to do it again, but this time with his something-Sire at his side and a God-King at his back. He never expected to live.

The sky tore open and the demons poured out, endless ranks stretching back through the flickering portal and across dimensions, and Angel wanted to kill the bleedin' dragon? Fair enough. Spike wanted to take down the giant chitinous squid-thing. With a hoot and a holler, Gunn claimed the fire-breathing spikey robot-looking horse. Even Illyria got into the spirit of things, targeting something vaguely rhinocerous-y and bigger than an elephant. Angel had just hefted his sword and made the first move when Willow's voice thundered in his head. "Dibs on the giant spider."

Willow had felt the first pang of impending apocalypse while at lunch with Dawn in Rome, Rio and Kennedy a sad-happy memory. Dawn felt it too, flinching so hard she knocked her coke into her puttanesca. The two of them rose, Sunnydale shadows in their eyes, and barely remembered to throw a handful of bills onto the table before rushing back to the flat and a phone.

Giles had tried to reassure Willow with platitudes and excuses, assuring her that she was feeling nothing more than the fallout of some internal power struggle in Wolfram & Hart. He forbade her to go when she reminded him that one of those powers was Angel, and she had teleported away without further discussion. Just a handclasp shared with Dawn and a flash of green light.

And then she was in the alley.

Willow glowed, white light so bright that some of the demons had refused to come forward. The rest squeezed past, however, forever spilling forth. A wrench and spasm of the world, and the portal was sealed. Then the backlash of that power was flowing out, sizzling across skin and slime and armor. It sank into Illyria, who threw her head back and laughed, a terrible swell and heave that only grew as her body did, expanding and transforming into the diety she had always been, underneath. A lash of power, and the rhinocerous wanna-be was a steaming puddle for the other demons to slip in.

Angel caught the dragon on its first pass, jumping twenty feet to cling to a tucked-in lower limb. He slung himself up and over, dragging past razor-scales to the huge sinewy neck. A moment riding the monster, coat billowing in slip-stream, before he dropped to his knees and used his sword like a bowie knife, severing the dragon's throat. Fiery blood splattered the horde below, so many that they were crushing each other in their lust to attack, and demons burned.

Hundreds of feet, and even though he'd probably survive, he'd be a sitting duck, but then Willow scooped him from the sky and settled him on shaky feet, just in time to gut a Fyarl. Angel laughed.

Willow dictated the battle, sending Angel to back up Spike or setting Illyria against anything particularly large, all the time shooting out lightning and ice in broad streams of white-gold power.

Illyria was fading back to her human avatar by the time the battle ended, hours and weeks and millenia later. Willow stumbled down the fire escape, kicking weakly at the catch on the last ladder until it descended with a pained rattle. She almost fell before she reached the bottom, but Illyria was there with a steadying hand to her back and a bright, hard grin on her face. Willow returned the expression with no less ferocity.

Together they found the vampires, first Angel and then Spike, and dragged them back into the shelter of the Hyperion's kitchen, the only room in the hotel that Willow judged safe enough from sunlight and structural damage. Angel was rigid even when unconscious, fingers gripped tight around the hilt of the sword he had claimed when his own had shattered. Willow pried his hand free as Illyria settled Spike, swearing dully, against a line of steel cabinets. Then she peeled back his leather jacket and hissed.

"Blood?" She asked, the first word she had spoken aloud since she had left Giles' office, half her life before.

Illyria nodded and went to one of the three massive refrigerators against the back wall. While she was busy retrieving packets and heating them in a microwave - strange - Willow continued her examination. Angel was hewn almost in two, a Johnny Mnemonic-style gash from shoulder to navel that had splintered his ribcage and must have done some serious damage to his guts because by the time it reached his stomach the hole was all the way through. Willow bit her lip and ran her hands down his arms and legs, relieved when she encountered no more wet patches or obviously broken limbs.

She left Angel, who she couldn't help, and went to Spike, for whom she could do less. He was almost lounging back, legs sprawled in his own special Spike-insouciance, but one of those legs was bent almost sideways at a very strange place and there was blood pooling underneath him. With a wary look at his hazy eyes, she crouched down and slipped his T-shirt up his cool skin. He, too, had been run through, but much less severly. If that could really be said about a gaping hole in one's side. But then, vampire healing and all of that. Willow took the first mug of blood from Illyria, who had reappeared at her side, and nodded towards Spike's leg.

"If I hold him down, can you take care of that? Best to do it before he wakes up much more."

Illyria said nothing, but knelt down beside Spike and laid one hand on his ankle and another on his knee. Willow straddled Spike's lap and reached down to wrap his arms around her waist. He clung weakly, but she guessed that his first reaction to sudden pain would be to lash out or to squeeze, and she could heal broken ribs -- Slayer-sex was very enlightening.

She craned her neck to look at Illyria, who took that as her signal and jerked. The sound was awful, a wet snap-crunch, but it was drowned out by Spike's sudden bellow. He convulsed, squeezing around her, but Illyria had her hands on both of his knees now and between that and Willow's weight draped against his body, he was pinned. He slipped into game-face and Willow felt a sudden surge of vampire-throat proximity fear that died away when he just smacked his head back against the counter and started swearing. He was quite creative, and from the look on her face, Illyria was taking pointers.

After almost a minute of steady, low swearing, Spike subsided. The eyes he trained on Willow were demon-gold, but clearer than they had been, and she remembered with a quick rush of embarassment that she was draped over his lap. She started to get up, but his arms, still draped around her waist where he had clung - though he had not broken anything, and Willow was certainly grateful - tightened.

"Red." His voice was strained, pain and exhaustion evident, but amused. "Nice of you to drop by. Didn't expect you to be takin' advantage of a poor bloke, though."

"What can I say? Saw you fighting and I couldn't resist." Willow smiled at him, both of them reeking of battle sweat and he, at least, soaked with blood and demon ichor, and he smiled back.

"Go down in history as the vamp who turned wonder-witch straight." The humor drained quickly, and his face was set and serious when he spoke again. "What're you doin' here, Red? Council send you? What happened?"

"I knew something was coming; Dawn and I were out at lunch and we both felt it. And boy, is she gonna be peeved when she finds out you're alive. Anyway. Giles said Angel could handle it, but..." Willow shrugged. "Never know when you'll need a good witch on your side. As for what happened..." She did rise, now, bracing her hands on the counter above Spike's head and levering herself off. With her gone, he could see Illyria, looking worn but whole, and Angel, spread out on the floor in a growing puddle of red-black blood.

"Fuck."

"Still alive. After a fashion."

"I know. No dust," he responded to her questioning grunt. "Gunn?"

Illyria shook her head.

"I tried." The stress of the last long hours got to Willow, abruptly sapping her of the adrenaline that had been keeping her steady and confident. "Tried so hard, really. But he was hurt already; could've saved him, maybe, I don't know. But I closed the portal, juiced up Illyria before I found him, and then when I asked, he just wanted to keep going. I gave him everything I could, but... He bled out. Killed everything he could see until he couldn't see anymore, and then..." Willow was crying, on her hands and knees on the floor, words squeaking out past sobs of strain and only now was the last of the white fading from her hair. Spike stretched an arm the distance between them and slipped his fingertips over the dips between her buckled knuckles.

"Good." She looked up at him through the narrow part in her hair, snot stringing between her nose and mouth and her eyes heavy with water and blood. "A man should choose his death; Charlie-boy wanted to go out fighting."

Willow choked her tears down and nodded, brusque awareness returning in the face of too much emotion. She retrieved the mug of blood, lukewarm now, from the countertop and handed it to Spike. He made a face, but gulped it down. By the time he was finished, Illyria was pressing another, hotter mug into his hands. When that, too, was gone, he spoke again.

"What about the pouf?" Already some color - and Willow hadn't realized until now just how much paler Spike looked when he was truly bloodless - was returning to the grey skin and Spike was pushing himself up a little on his hands, straightening his back so the hunched skin didn't pull at his wound.

"Big hole."

"I asked what's wrong with him, pet." Spike smirked, and Willow twitched a lip in response.

"That, too. From what I can see, he's practically been drained of blood. And I can't figure out how to feed him."

"If he's still alive, Red, just pour it down his throat. Not like you can drown the bugger."

Willow's eyes widened. "Oh! Right." She looked around for Illyria, but the woman-thing had disappeared. She scurried after blood herself, refilling both empty mugs and setting them to heat. She didn't know why the power was on - maybe Angel had hoped he would surive, could come back? - but she was grateful. She knew how little Spike liked animal blood, and imagined that cold animal blood was even less appetizing.

The microwave pinged and she burned herself on the first handle she grabbed, so she drew down the sleeves of her sweater to cover her hands and grabbed both mugs. She handed one to Spike and took the other to Angel, kneeling beside him, deliberately not looking below the neck. He was so... yellowish. That was odd. Take away Spike's blood, and he turned grey. Drain Angel, and his skin was yellow-green. He was Irish, right, so shouldn't he just be pale? Willow shook herself and tested the blood with a finger, checking the temperature. She could barely feel it against her skin, so she wiped her finger against Angel's lips, trying to get his attention. He didn't stir. Slowly she began to drizzle the blood into his mouth, but thought better of it and hitched his head up onto her thigh. She again poured the blood into him, and was gratified to see his throat move in an approximation of a swallow.

Willow had just finished the last of the blood and Angel's swallows were getting stronger - though there was no other sign of life - when Illyria returned. The door to the alley banged open and she was backlit by a pinkish-gray sunrise, a tiny figure with a massive form draped over her arms like a silk-merchants samples. Gunn.

Spike swore again, tiny and sad. "Thanks, Blue."

Illyria nodded and laid Gunn out onto one of the wide countertops, folding his arms over the blood-stiffness of his shirt, and closed his eyes. Then she left again.

Willow put more blood in the microwave and, while it was heating, went over to look at Gunn. His skin was washed clean of life, nothing but brown wrapping over bone and deflated muscle. He didn't look... unhappy, though; almost calm, even in death. Willow pressed a kiss to his forehead and went to feed Angel.

Illyria came back within moments, this time with an armful of sheets in place of a corpse. She dropped them just beyond the point where Angel's blood had finally stopped its sticky spread and drew the top sheet from the pile. She ripped it into strips, moving almost too fast to see. When she dropped beside Spike and began to help him out of his duster, he looked a question at her.

"The first-aid kit is gone."

Together they got his duster off and he leaned forward, bracing against her shoulder as she hitched up his shirt and began wrapping linen strips around his ribcage, tucking and smoothing as gently as she could. Spike was bemused by the treatment, used to more abrupt handling. Finally she looped the last strip and threaded it through the others, securing it as well as she could, and patted his shirt down over the makeshift bandage. He just watched her as she moved next to Angel and began the process again. Willow stilled her with a hand on her shoulder, told her to wait. Illyria just nodded and took over the task of pouring blood into Angel while Willow opened the door and walked out into the sunlight. She didn't close the door behind her, and Spike was struck by the strangeness of the scene - her red hair caught the weak sun and tossed it back as something inadequate, she lifted her face to the light and spread her fingers and arms as wide as she could, stance open and waiting. Around her, those demons who did not disappear upon death or under the sun lay dead, but Willow was wholly alive. When she came back in, carefully shutting the door behind her, she was glowing. A little trickle of silvery-white in place of her earlier gold-white radiance, but enough to float Angel off of the floor while Illyria stripped him, too, of jacket and shirt and wound the bandages around him. When she settled him back to the floor, she knelt over him with a speculative glint in her eye.

"Think of something, Red?"

"We need to move, and soon. I would have been able to heal him, before, but now?" She sighed. "There's a chance I'd burn him alive."

Spike winced. "Probably not the best idea. Just keep feedin' him, then, and we'll carry him out if we have to."

"Will you be ready to move tonight?" Willow looked him over, unsure just how quickly he really healed.

Spike's grin was quick and dark. "Okay, so Illyria can carry the both of us."

A rustle of fabric drew their attention to Illyria, who had been ignoring them. She was sloughing her leather armor; Spike had seen it appear on her body and hadn't even known it could be removed. Completely unembarassed, she stepped free of the clinging leather. All of her skin was dappled with blue, and the darkening at her hairline was repeated on her thighs. Even her nipples were dark blue points on pale blue-pink skin. What was surprising, however, was the thick red gash on her left thigh. He hadn't even noticed it against the red of her clothing.

"Willow." Illyria tried out the name, testing it for the first time. Willow had introduced herself when she began speaking into Illyria's head, telling her that she was about to reshape her, but that had been all. "I could return what is left of your power to you, but I think we would both be better served if you allowed me to use it to heal." Spike noticed with interest that she spoke to Willow as almost an equal; restoring a God to her Godhood was apparently a deed worthy of respect.

Willow nodded. "Sure, if you can use it, go for it. Best to have us fighting fit, I'd guess." She turned away in an obvious show of providing privacy, rising to get still more blood for Angel. This time she brought a mug back for Spike, as well, and he drank happily as Illyria simply stood, eyes closed.

He was finishing his fourth - fifth? - mug when Illyria keened, her head snapping back and her body locking as the sound squeezed through her taut throat. The blue in her skin was spreading, darkening, until she shrieked, her skin a slick, solid blue-black carapace. Willow snapped around and Spike lurched in Illyria's direction, cursing when he still couldn't gain his feet. Willow caught her as she fell, silver lights flashing under again-mottled skin. The two landed together, Illyria hissing painful breaths into sore lungs, Willow running her hands over her hair, petting and soothing. Spike didn't know if Illyria had ever been petted.

"Too much, baby?" Willow murmured to Illyria as she had to Dawn, to Xander, even to Buffy. Spike smirked; Sunnydale kids really could get used to anything, even snotty God-Kings. Hell, he was just relieved that she looked okay.

Illyria lay still for a long moment, pushing lightly into the touch against her hair, before levering herself to a sitting position and then to her feet. She nodded sharply, and her armor again coalesced around her. Spike looked at the floor where it had lay, but nothing was there.

"I believe..." Illyria paused, worked her mouth for a moment before trying her voice again. "I believe that I retain too much of your power. The surplus destabilizes this form."

Willow sighed. "I was afraid of that. Hell." Spike jolted at the curse. Willow settled herself beside Spike against the cabinet and leaned into his shoulder for a moment. "If I get a nosebleed, you are not allowed to snack, okay? That's just... gross."

Spike looked at Willow, really looked, and sniffed the air. Under the stench of dead blood and the thick gouts of demon-scent that drifted in every time the door to the alley was opened, Willow smelled of exhaustion and fear. "You up to this, pet?"

Willow nodded. "Brave little toaster," she joked, but her voice cracked and Spike grimaced.

"Fuck. Illyria! Come here!" She came closer, her body-language screaming that she obeyed him merely out of whim. When she stood before him, he grunted and gestured at his lap. "Sit." He still hurt like - well, like he'd taken a horn to the gut, and politeness was not a major feature in his repetoire on a good day.

Illyria looked down her nose at him, something she could do even when he was standing, but complied, straddling his thighs as Willow had done earlier. The movement jolted his knee and torso, but he could tell he was healing because he didn't scream. Instead he tilted his head forward, pressing his nose to the crook of her throat. He sniffed, long and deep, then swept his tongue along the vein that ridged the toughened flesh. Illyria's pulse flickered and he chuckled, which also hurt but not so much, and lapped at her again.

"She's edible," he said to Willow, eyes steady.

Willow looked back at him, not a flicker of the disquiet he had expected showing on her face, and nodded. "If she can spare it, use it. I won't get knocked out, and you'll heal faster. But," she paused, looking at Illyria's disinterested profile. "It might change you."

"Vamp with a soul, here. I'm all about new experiences." Spike grinned, and both Willow and Illyria smiled.

"I don't know what her blood will do to you, but the magic will probably sting. That's why I couldn't just pump it into Angel - he's held together with shadow-magic, and all I've got on tap is sunlight."

"Great. Holy water for breakfast." Spike stared again at the flicker of pulse in the throat stretched out before him. He slipped into game-face and Illyria arched her neck in response, waiting, but Willow interrupted before he could slip his fangs into her.

"And Spike?" He growled an impatient response, and Illyria turned to peer through the blue strands that had fallen in front of her face. "Take enough for Angel."

Spike laughed aloud, then winced and grabbed at his side. "Red, I think I love you." She grinned back, the same ferocity with which she had met Illyria transmuted into something more mischievous than deadly. Angel would absolutely hate being saved by his wayward childe's grace, and anything extra that Spike received from the godhood and sunlight running twinned through Illyria's veins would be mediated, processed, by the magic that kept Spike ambulatory.

Spike met Illyria's eyes in a final question and she gave a curt nod in response, again stretching her throat to the side. He nuzzled for a moment at the curve of her shoulder, felt her pulse flicker and dip, and bit. His teeth caught on the hardened rime of her flesh before slipping down and piercing the vein. Blood spurted around his fangs and into his mouth, bitter like a demon but right like a human and full of bright hot light like the burn of his soul. He sucked, wiggling a little to keep the holes open against the healing magic still zinging through her, one two mouthfuls and he had never felt better, could feel the ice and bite of his body healing itself, a third and he was to the man he had been yesterday what Spike was to William. Three more for Angel, and all together it was barely more than she would lose if she donated blood, but Spike was reeling, high as a kite and those silver flashes were in him, now, jumping and skittering with the pulse he didn't have.

He pulled his teeth out of her and licked the trickle of blood he had left even as the wounds closed up. Spike had to lean back against the cabinets, brace himself against the whirl and tilt of the room and the heave of the floor under his legs.

"Hell of a rush, Blue," he murmured happily.

"Now I know what to get you for Christmas." Illyria jerked in the process of getting up, half-crouched over him and her eyes wild, then calm. "That was the shell." She shook herself as Spike scowled. "The Fred-girl. She spoke without my mediation." She looked down at Spike and over at Willow, who had pulled herself to her feet. Two steps, and she had her hands hard on Willow's shoulders, staring at her. "This should not be possible. You should not be possible."

"They breed 'em right in Sunnyhell," Spike snickered.

"What's wrong?" Willow asked.

"When I healed myself, with your magic, I..." She trailed off, grasping for words. "In preparation for my arrival, this body was hollowed. My organs are reconstituted variations of increased efficiency of the originals. Similarly, the soul was eradicated. Destroyed. All that was left were sparks of memory, ghosts in the machine," she tossed a sudden smile at Spike, who only stared. "Fred exists within me."

"Holy fucking hell." Spike patted his pockets. "I need a cigarette."

"What does that have to do with me? You used the magic, I just provided it." Willow looked happy but confused.

Illyria whirled on her. "When I arrived in this form I had access to magics more powerful than you have ever considered - and yes, I can smell that which you have done upon you. As soon as I understood what had been done, understood that others had been hurt by the loss of the one whose shape I posess, I attempted to do what you have just done, knowing even then that it was not possible."

Willow just gaped.

Illyria shifted form, and Fred stood before her. "Here now, darlin', it's certainly not a disservice you've done me." She wrapped her arms around Willow, who stood rigid in her embrace. "It's really me," she murmured, tilting her head to look at Willow before turning to look at Spike. He was trembling on the floor, magic and godhood still dancing their tilt-a-whirl tango in his veins, looking furious. She knelt before him, the red leather that she had kept even when she changed creaking and slicking through the congealed blood. She pressed a hand to Spike's cheek. "Don't look like that, Spike. How many people do you know who've come back from the dead?"

"How?" He croaked, barely daring to believe.

Fred shrugged. "Willow and I will figure it out." She turned again, swiveling on her knee and leaving a clear streak on the gory floor. "You are coming with us, right?"

Willow nodded, walking over and sinking down again on the floor, this time with the side of her body pressed flush against Spike, knee against the curve of Fred's calf.

They stayed as they were for a few long moments before Spike shook himself and rose. "Bloody hell. Forgot about Peaches." Willow chuckled and Illyria sat beside her.

Together they watched as Spike pulled Angel's head up onto his lap, deliberately not looking at the barely-there pinking of the sheets wrapped around his body - barely-there because there was so little blood left to spill - and used a tooth to split the skin of his wrist. Only then did Willow realize that he had never slipped out of game-face.

Spike brought his wrist around to Angel's mouth and frowned - the cut had already healed over. Scowling, he tore a deeper wound, sucking on his own wrist for a moment as he dipped his head as close to Angel's as he could get. Trying to keep the cut open by force of will, he pressed it against Angel's mouth. Angel scented the blood and surged, jerking up to fasten his teeth into Spike's arm. He sucked hard for an excruciating moment, then his hands came up and grabbed on and he tapered off to a steady suckling.

After only a few swallows Spike detached his wrist from Angel's mouth. Angel tried to follow, but Spike pressed him down with a hand to the forehead. Angel lay on the floor, and Spike could imagine what he was feeling - he had had less to drink, and less blood in him to begin with, so even the diluted magic should be setting off fireworks in his head.

Spike stood and pulled his shirt over his head with a wink to the two women who sat watching him. Willow chuckled and Illyria winked back, which had Spike dropping his leer with a thud. Shaking himself, he smiled back and began to unwind the soaked linen strips that had so recently been keeping his insides off of his outsides. After a few moments he was done, staring at the unscarred skin of his stomach. Nothing should heal that fast. Ever.

Willow rose and walked over to him, leaning down to press her fingers to the place the wound had been. Little streaks of silver danced over his skin, past the fine blood-caked hairs, and up into her hand, sinking in with a soft whisper. "Well. That certainly seemed to work."

Illyria walked past them, pausing only to draw a slow finger across the breadth of Spike's abdomen, before beginning the process of heating more blood.

Willow smirked and pulled down on Spike's ear, again surprising herself by realizing that she hadn't noticed when he started looking human again. He glared at her but bent over, accommodating her desire to whisper into his ear. "I think Fred just told Illyria that she's a girl," she hissed, and Spike started, jerking up so fast the blood couldn't keep up. Willow cackled as Spike reeled, looking from Willow to Illyria to Willow to Angel to Illyria and... he was dizzy.

"Oh."

Illyria was back, pressing another mug of blood into his hand, and when he drank it it tasted like water, nothing to the sizzle and burn of witch-light and god's blood, but he needed something to steady him, and something to keep his veins full so his muscles could work and the magic could flow, so he knocked it back and went to get himself some more. With his back to the room he heard Willow lifting a groggy-sounding Angel to a crouch, Illyria offering the second mug of blood, the glugging of Angel's swallows, the spitting and gagging and the steady thud of three hearts...

Spike dropped his blood.