"I was once king among gods." Illyria spoke without inflection, blue eyes trained on the steady pitch and swell of the grey ocean beyond the orange railing of the cargo vessel. Willow leaned back against the railing and nodded, listening. "I claimed dominion over this planet and a multitude of others; I bore the power to reduce all life to ashes or roses at my whim, and restrained myself from sheer benevolence. I was old when the continents held a different shape, and the feet of my army helped to crack them apart. I was everything, and have been reduced to barely more than nothing."

"That's a bit harsh," Willow interjected. "I mean, I watched you fight. You're still incredibly powerful."

Illyria looked directly into the witch's eyes, and her lips quirked in amused condescension. "What I was, what you made of me, is to my former glory what the stars are to the sun. The same in essentials, but incredibly, terribly distant."

Willow sighed. "I know the feeling." She jerked. "Not... I mean... Obviously I don't, but..."

Illyria laughed, a sharp bark that shared little with humor. "Do not be concerned. I have seen your works, past and present, and I feel your loss." Willow nodded, sinking her head into her shoulders. "And that is what is wrong." She stepped forward, clenching her fingers so tightly around the railing that it groaned with resentment. "I mourn for Wesley. I swore not to kill, and he swore to teach me about humanity. What he could not do in life, he accomplished with his death. I long for the days when my power reigned supreme, for the times when ones such as the Wolf, Ram and Hart would never dare to whisper of me, much less seek to control me. I ache for my loss. But I mourn a friend."

"Illyria, would you mind if I asked a rude question?" Willow blushed and ducked her head, waiting for the other's answer.

"If you do not take offense if I refuse to answer, then I shall not take offense at the question."

"Then... Does Fred mind? About you sleeping with Spike?" Her flush was spreading rapidly, tinting her ears pink.

"The shell's persona is neither wholly integrated nor always self-aware, though it is becoming ever more so. But the... Fred," she spoke her shell's name with a decisive exhale, " is not averse to my pet's physical form, and understands my need for solace." Illyria rose and turned to go. "The shell is weary. I will find my pet."

For long minutes after Illyria left, Willow stared out at the ocean. "Solace," she murmured.