Changing Sides

by Bridget

Disclaimer: I don't own Buffy and Company. They belong to Joss Whedon, Mutant Enemy Productions, and the WB. No copyright infringement is intended.

Author's Note: Thoughts are indicated by . This is my first fanfic, so be kind. Enjoy!

Part Two

Ring! Ring!

Buffy leapt for the phone, hoping it was at least Mrs. Rosenburg with news about Willow. It was 11 o’clock Saturday night, and Willow had officially been missing for 24 hours. The police were now looking into her disappearance.

"Hello?" she answered breathlessly.

"Hi, Buffy," Xander said.

"Oh, Xander. Hi." Buffy didn’t know what to say for a moment. "Have you heard anything?"

"No," he returned painfully. Xander had not been taking Willow’s disappearance very well. He blamed himself for leaving early, and not accompanying her home. The poor guy totally thought it was his fault.

"Yeah, I haven’t either. Do you think she might have, you know, run away or something?"

"No." His tone was harsh and forceful. "Willow would never do something like that."

"You’re right," she said softly. "I’m sorry for saying it." A beep sounded in the phone, indicating she had another call. "Xander, hold on a sec. Someone’s on the other line."


Buffy clicked over and answered quickly. "Hello?"

"Buffy?" The quiet voice was unmistakable.

"Willow! Where are you?"

"I can’t tell you, Buffy, but please tell my mom and dad that I’m all right."

"What do you mean you can’t tell me? Where are you? What happened?"

Willow sighed. "Please, Buffy, try to understand. He’s taking care of me, and he’s not as bad as you thought. He's been kind."

"Who?" Buffy cried frantically. "Willow, I thought you were dead. I’ve been freaking out. And your mother, she wants you home. Tell me where you are and I’ll come get you."

"I promised him I wouldn’t tell, Buffy," she insisted. "Just make up any kind of story you can to tell my parents; let them know I’m all right. I don’t think I’ll be home for a while."

"What?!" Buffy screamed.

"I know you’ll think I’m nuts, Buffy, but he’s been so sweet. He’s gentle and romantic. I think I could actually become like him. It’s not how you imagined at all. It’s beautiful, Buffy. It would be going against you, and Giles, too, but I think you may understand. Someday."

"Okay, back up, Willow," the Slayer said hurriedly. "Never mind that you do sound nuts, but who are you talking about? Who would you become like?"

"Spike," the redhead said simply. There was a sudden commotion on Willow’s end of the line, and she laughed giddily. "Buffy, I have go. I love you. Tell Xander that I love him, too. And my parents. Goodbye."

The phone went dead in Buffy’s hand. It automatically switched back to Xander’s call, and his tinny voice shouted for Buffy. After a moment of stunned silence she responded.

"Xander, that was Willow," she uttered shakily. "Spike has her and she wants to stay with him. She said something about how becoming like him would be going against me, and Giles..." Buffy thought about it for a moment, then gasped when it hit her. "Ohmigod, Xander, she’s going to become one. A vampire. That’s the only way she could remain with Spike."

"Willow?" Xander asked in total disbelief. "We’re talking about Willow here?" His voice was rising with astonishment.

"The way she said goodbye; it was so final. What if she does it tonight?" Buffy shook at the prospect of slaying her best friend. "We’ll lose her forever, Xander."

"We can’t let her do this. Where is she?"

"I don’t know," Buffy said helplessly. "I just don’t know."

Spike wrapped his arms around her, lifting her off the ground a few inches. "Do you still need a good night’s sleep before you decide?"

"No." Willow hugged him tightly. "I’ll stay."

"May I ask your reasons?" She looked surprised at his plea. "You’re a person who knows a Slayer. You said yourself that you’ve been taught to hate vampires. You also know Angel, and his goody-goody ways. You aren’t exactly the kind of girl who normally wants to become one of us."

Willow twirled her hair around her fingers nervously, unsure how to answer. "I don’t know why, really. You make me feel safe and wanted. And loved. It’s a nice feeling that I don’t get to savor much. Everything here is so darkly beautiful and mysterious; it’s absolutely intriguing. And so different from my life."

"Our life will be wonderful, Willow, as soon as we are truly together. But we must move quickly, because you told the Slayer you were with me."

"Yes," she said hesitantly. "I didn’t tell her where we were. I’m not even sure where we are."

"It’s all right. We’ll be leaving in a few hours. Goodbye, Sunnydale." He let go of her but she held on, confused.

"Where are we going?"

Spike traced the line of her jaw with his finger, suppressing a smile. "My dear, sweet, innocent girl. She’ll try to find you now that you’ve contacted her. Any friend would. So we’ll be gone by the time she figures out where my lair is."

"Oh," Willow yawned. She stretched her arms, flexing her wrists to get the kinks out. She had, after all, been awake an awful long time, excluding the period of unconsciousness. Spike did nothing to stifle his grin at her antics and he pointed to his bed.

"Come on," he said lightly, "A little nap is always good before traveling."

"I’ll go change," she replied. "This dress is not exactly my idea of sleep wear."

"Be back soon," Spike called as she left the room and wandered down to hers. Willow found a white silk negligee that was modest enough for her tastes and slipped it on. It was obviously one of Drusilla’s, but she tried to put the memory of the undead beauty out of her mind. Willow brushed her hair quickly with a comb from the dressing table, then closed the door to her bedroom and returned to Spike’s.

He was lying on the bed, reading an old book by the fading candlelight. He still wore his customary red silk shirt and black jeans, but had kicked his shoes off carelessly to the floor. Somehow even this slight shedding of skin made him seem more relaxed. Much easier to approach.

Which is precisely what Willow did. Kneeling on the bed beside him, she examined the cover of the book. He continued reading until she cleared her throat and smiled at him. He met her gaze with a grin.

"You crave attention, don’t you?" he asked. Willow’s bright smile faded and she closed her eyes, hurt. "Oh, pet, it wasn’t an accusation. Merely an observation of a trait which I am beginning to like." He pulled her to his chest and embraced her, kissing the top of her auburn head. His body was eerily silent; only her heartbeat filled her ears.

Willow was frightened of this concept. "Spike?"

"Yeah, pet?"

"Does it hurt?" She brushed her fingers through his short, bleached hair. The act was incredibly calming to Willow. "I mean turning into a vampire. Does it hurt?"

"Yes, I remember it hurting a little. But afterwards, you’re free. You feel completely free."

She continued to run her fingers through his hair, contemplating his answer. He kissed the inside of her wrist as it passed by his mouth. "I have a confession to make. I wanted freedom, from you." She bit her lip childishly, hoping he wouldn’t be upset.

"I know. You ran away."

She shook her head in the darkness; the candle had burnt out. "No, not then. When I called Buffy, I really wanted her to save me. I wanted to go back to my ‘normal’ life. But only for a moment. Now I want to stay with you."

"I’m glad you chose me, Willow. I mean that." Spike leaned down to her lips and kissed her lovingly. Willow held him close, pulling him towards her as the kiss deepened.

"I’m glad, too, Spike," she whispered once she broke away. "I’m ready to be like you now, and I’m not afraid. Not anymore."

Willow snuggled against him, radiating warmth against his cold chest. She lightly drummed her fingers on his chest, mimicking the piano movements of Chopin’s nocturne. He stopped her fingers’ silent dance by grabbing her hand and rolling her to her back. Spike leaned over her, pinning her underneath him, but not forcefully so. He gently snaked his arm around her, pulling her close to his icy body. With his night-sensitive eyes he gazed at her innocent face, reading the expression in her eyes.

"What I said earlier," he said quietly, "about deflowering you, I was right in my thinking, wasn’t I? You’re a virgin."

"Yes." Willow ran her fingers over the buttons of his shirt, then looked him directly in the eye. "I have another question. Is it different once you’re a vampire? You know, uh..." Her forwardness faltered there. He smiled and kissed her softly.

"Yes it is," he returned. "No better, no worse. I can’t describe it really, but there is a difference."

"Oh." She seemed shy again, realizing how close he was. But that lasted only a moment. Then she unfastened the top button of his shirt, smiling coyly.

"I think I should know some before and after things," the previously meek Willow said. "Don’t you agree?"

"I couldn’t agree with you more." Spike kissed her throat, sending a shiver down her spine.

"You won’t bite me, will you?"

He laughed. "Not unless you really want me to."

*       *       * 

"You really don’t want to make me any more angry than I already am. It would be a major death wish." Buffy held a particularly nasty vampire by the throat, dangling him in the air. He simply growled and remained silent. "Maybe you didn’t hear me the first time. Where does Spike live?"

She whipped a stake out of her boot and held it to his chest, pressing the point in just enough to make him squirm. He looked over her shoulder and, realizing his mistake, met her gaze again quickly. Automatically Buffy plunged the stake behind her, sensing where the vampire’s dead heart would be. Nasty’s friend, who was trying to be all smart and sneaky by approaching her from behind, blew away in a cloud of gold dust.

The Slayer tapped the remaining vampire on the nose with the tip of her wooden stake. "Do you see what he did?" she chided. "He was not being a gentleman. Gentlemen do not try to surprise ladies. We just don’t like it. Now, are you going to be a good little vamp and answer my question, or am I gonna have to go medieval on you?"

"I’ll die before I tell you anything, Slayer," Nasty hissed.

Buffy shrugged. "Well, if that’s the way you want it..." She slammed the stake home, quite literally dusting the demon.

"Why do you want to find Spike, Buffy?" Angel asked, appearing out of the darkness. "I think you should leave him alone for awhile. It would probably be better for your health. Less work-related stress."

"He’s done something to Willow," she snarled. "Brainwashed her, maybe, because she wants to become a vampire. I have to find his hideout before he turns her into one."

The "good" vampire looked shocked. "Willow? She wants to go from being someone who wouldn’t hurt a fly to a bloodsucking fiend? When did that happen?"

"Apparently within the last 24 hours. He kidnaps her last night, and then I get a call from her an hour ago, telling me she’s going to the dark side. Well, she didn’t quote Star Wars or anything, but it was really creepy, Angel! How could a person change so quickly?"

"Maybe she already has changed," he said solemnly. "She could already be a vampire."

"Oh, I hope not," she shuddered, finding solace in her undead boyfriend’s arms. "I couldn’t kill her Angel; I wouldn’t be able to. My body may be conditioned to slay, but my heart would stop me. I couldn’t murder my best friend."

"It will be okay, Buffy," he said softly. "I’ll help you find Willow."

"Do you know where Spike is?"

"Yes. But his house will be guarded. It might take some planning to get in."

"Here’s a plan," Buffy supplied. "You take me there, I stake the guards, and we get Willow. And I get to kill Spike. Nobody messes with my friends and gets away with it. That monster is so going down."

"All I can say is that it’s about time." Angel seemed pleased at the prospect of Spike’s demise.

"But why would he want Willow?" Buffy moved rapidly from thought to thought. "He has Drusilla, doesn’t he? Eww, he’s not going to have some kind of kinky threesome with her and Willow, is he?"

"Drusilla is dead," Angel said shortly. Buffy was about to ask how he knew when he went on. "When a vampire dies," he explained, "the sire feels it. She faded away, I suppose, because of her ‘illness.’ I don’t really know what happened to her, only that the portion of the demon I gave Drusilla returned to me, two weeks ago. That always occurs when the demon has nowhere to go. It goes to the source. Me."

Buffy moved away from Angel’s side. "You’re still in control, right?"

"Yes. It’s getting easier to be. But never mind that. We can’t waste any time."

"Then lead the way. I’m ready for a fight. Let’s go kick some demon butt. Uh, yours excluded. Do you still fall under the demon category?" She waved her hand, taking back her question. "Forget I said that. I’m just a little, oh, what’s the word? Tactless. Sorry."

Angel smiled, forgiving her. He quickly led the Slayer to the opposite side of town, which was considered the historical district. Most of the houses, many in disrepair and all badly in need of a paint job, were from the turn of the century or earlier. There was always a "Save Sunnydale’s Historical Sites" fund raiser going on, but none of the money ever went to the sites. The Hellmouth not only cranked out demons, it also supplied dirty, money-grubbing politicians. Thank you, evil vibes.

Buffy and Angel walked down the peaceful street, knowing the stillness was only a facade. Somewhere in Sunnydale, a vampire was probably having dinner. But that didn’t matter to Buffy at the moment. She only thought of her friend.

Finally Angel stopped in front of an aging, French-style townhouse. A small courtyard, overgrown with plants and apparently abandoned, shadowed the side of the house, making their means of entrance easy.

"Spike lives here?" Buffy whispered. Angel nodded. "He has read way too many Anne Rice novels," she muttered under her breath. "Lestat much?"

Angel hushed her and listened with his preternatural ears. "There are maybe five or six of them. But Willow’s in there, I know that much."

"How can you tell?"

"She’s the only one breathing." He saw her concerned face. "That’s a good sign, Buffy. It means she isn’t a vampire yet."

She wasn’t paying attention to him anymore. "Speaking of the devils..." She pointed to the garden. Three watchmen were prowling the grounds, looking for intruders. "My, my, my," she said softly. "Look at the time. It’s the slaying hour."

Calmly Buffy sneaked into the courtyard and walked right up behind one of the vampires. She staked him in the back effortlessly, and moved onto the next one. He noticed Buffy a moment too late and could only alert the other guard before his very timely death.

"You’re not getting in," the last guard taunted.

"Over my dead body. Actually, I mean yours. Bye-bye." She kicked him swiftly in the stomach, then rammed the stake in his chest while he bent over in pain. His dust blew around her face, making her cough slightly. "You would think Spike could get betters guards than these wusses." Angel only shrugged.

"Well," she continued, "I guess it’s time to save the day."

*       *       * 

Spike’s sleeping eyes flew open. The whole "sire feels the passing of it’s offspring" thing was a pretty good alarm system. That was the only reason Spike made vampires anymore. Willow would be the first made for another reason.

He looked down at her fiery red hair, which was splayed across his pale chest. Her petite form was spooned against him, rising and falling slightly with each breath. He almost regretted waking her.

"Willow, it’s time. We have to go." Spike kissed her jaw, then her mouth, slowing awakening her. She smiled when she opened her eyes and saw his face.

"Where are we going?" she asked sleepily.

"Far away, pet. Where you and I can live forever in the night." He lifted her chin to meet his gaze. "But we must leave now, so your Slayer friend won’t get us."

"Buffy is here?"

"Yes. That’s why we need to leave now." He pointed to her nightgown, which lay at the end of the bed. "You can just wear that."

"Okay." Willow watched him for a moment as he yanked on his jeans and picked his shirt up off the floor. Willow grabbed the virginally white negligee and slipped it on. She smiled as Spike cursed, looking for his misplaced shoes. She then got off the bed and limped to the door. Leaning against it, she examined the drawing room, relaying each detail to memory. The piano, the red and black satin draperies, the glistening candelabras...all of it. Everything that held beauty in Spike’s world.

"What are you doing, pet?" He circled his cold arms around her from behind and pulled her against him.

"Nothing," she whispered. "Are we ready to go?"

"Just let me get my coat, and we’ll be off." Spike grasped her hand and lead her into the drawing room. He matched her slow gait and patiently let her lean upon him. Her ankle was causing her a lot of pain, and she grimaced with each step, but finally reached the piano bench and sat down. Spike searched the room for his jacket.

Willow touched the ivory keys lightly, running her hand over their perfect smoothness. "Spike? Could we play one last time? Before I change? I want to remember the song forever."

He had found his jacket, but at her bidding carelessly threw it on the floor and joined her on the piano bench. "I think we have enough time for one last request."

Willow’s fingers waltzed across the keys, beginning the melody. Spike’s hands followed hers, echoing her gestures. They had played nearly the whole song, each lovingly leaning on each other, when the doors to the drawing room burst open.

The Slayer entered the chamber with murder in her eyes and a stake in her hand. Angel was fighting the vampire who had recently been defending the door. He was meant to keep all out, but instead had let the worst in. An angry Slayer.

Willow jumped at the heavy thudding of the doors, losing her place in the verse. She turned to see Buffy nearing them. Spike seemed strangely calm, even though Willow thought he would be furious at this scene.

He gathered Willow in his arms and pulled her away from the advancing Slayer. "She won’t come to you now, Buffy," he said serenely. "She belongs to me."

Buffy ignored his words. "I’ll rip your heart out of your chest and show it to you before I stake it, you filthy demon. How dare you hurt my friend?"

"Buffy, he hasn’t hurt me," Willow cried earnestly. "Please don’t kill him."

"Willow, she will kill me if I allow her to live," Spike insisted. "Do you want me to die?" She shook her head viciously. "Then she has to. Pet, be good and stay put." He grabbed her face and kissed her long and hard, bruising her lips. Before Willow could say a single thing he was already attacking Buffy.

"Buffy watch out!" Angel shouted, entering the room minus the doorvamp.

Buffy jumped back, barely escaping Spike’s clawed hands. He was in full vampire mode, complete with fangs and the really ugly facial expression.. He growled and lunged at her, slashing her shoulder. Blood rolled down her arm.

"Do you see her over there, Buffy?" he jeered. "Look at her. Notice who she’s more afraid for. You, her Slayer, or me, her lover? It’s me, Buffy. You’ve lost this game."

Willow’s mouth dropped open, shocked. "Spike! This is the game you were talking about, isn’t it? You tricked me."

Spike and Buffy circled each other as opposing cats do. "I didn’t trick you, Willow. I meant everything I said. We will be together, as soon as she’s dead." His eyes were locked with the Slayer’s, which is why he didn’t notice Willow next to him until her hair brushed against his arm.

"Prove it, Spike," she whispered, forcing his eyes from Buffy’s to hers. "Let her go. I want to stay with you. And I will. But let her go."

"But pet!" His game face flickered, disappearing for a moment, then vanished all together. He took one look at her devoted face and sighed. "All right. You win."

"Thank you," Willow smiled, relieved. "I love you, Spike," she whispered, so only he could hear.

"I love you, too," he returned. She pulled his head down to her level, meeting his lips. But as they touched, Spike uttered a cry of pain. She let go and he stared down at her with a sickly surprised expression.

"Willow," he choked, touching her face. Then he closed his eyes and burst into a cloud of golden dust.

"No!" she screamed, covering her face with her hands. Willow dropped to her knees, kneeling before Spike’s murderer. "Buffy, how could you?!"

But when Willow looked through her fingers, she did not see the blond hair and blue eyes of the Slayer. Instead her eyes traveled up to meet those whose were brown, dark, and tortured.


"Why?" she pleaded. "Angel, why? He wasn’t going to hurt Buffy."

"He would have killed Buffy. If not now, it would have been later. He had to go."

"Spike," she moaned, collapsing totally to the floor. The white silk of her gown pooled around her, giving her the air of an abandoned bride. In a sense she was. Her bridegroom’s ashes lay scattered on the cold floor as Willow’s tiny body heaved with sobs for the dead immortal.

Buffy knelt down beside her friend, softly rubbing her back. "Willow, he was evil. He may have convinced you that he was good, but Spike was still a monster. He would have killed you eventually."

Willow raised her head and stared at Buffy. Her eyes were large and absolutely mad with grief. "You didn’t know him, Buffy. You never heard him play. It was beautiful, the sound he coaxed from those keys." Her maddened gaze traveled to rest on the piano. "Spike will never play again, and it’s his fault." Willow pointed accusingly at Angel with a new emotion in her eyes: hate. "I hope I see the day you fall to the same fate as Spike. I want to see you disappear."

Angel flinched visibly. "Willow, you’ll understand. Someday."

Buffy silenced him with a look. She put her arms under Willow’s and dragged her to her feet. The Slayer had to bodily prop Willow up in a standing position and slumped the redhead against her. "Let’s go home," Buffy said.

Willow whispered something incoherently. Buffy strained to hear her words, and Willow repeated herself. "This is my home now," she mumbled. "This is our home. Mine and Spike’s."

"Oh, Willow. Poor little Willow. You’ll forget this. I know you will." But Buffy was beginning to believe her friend had been scarred far more than she had previously realized. She stroked Willow’s red hair and hugged her tightly. "I’ll help you. Everything will be all right."

A new flood of tears covered Willow’s suffering face. She brushed the few golden ashes off her negligee and broke away from Buffy’s comforting arms. "It was all right, Buffy," Willow cried softly. "Spike was going to make everything all right."

The broken-hearted girl limped to Spike’s discarded jacket and held it to her face, breathing in the faint essence of his cologne. Their song returned to her mind and she began humming, rocking to the haunting tune. Buffy watched, sick with sadness for her friend. Willow’s frail mind seemed beyond the point of pure madness.

End Part Two

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