~*~*~*~

"It's not working!" Xander yelled, holding Willow's hand, his fingers firmly on her faded pulse. "She's not coming back!"

"Damn it," Giles swore, shuffling through the things Wesley and Angel had gathered. "Wesley, you know the ingredients of the spell, right?"

"Yes," Wesley said, running to Giles' side to gather the ingredients. Together, the two former Watchers busied themselves at getting the spell ready, but not before Giles glanced at Angel to tell him that it was what needed to be done.

Angel kneeled before Spike, who was sitting in the chair staring at nothing. "William."

Spike focused, his eyes meeting his Sire's chocolate orbs. "She's going to die."

"No, she's not. We are going to curse her. She will still have her soul, Spike."

"But, Peaches, she will be a vampire. Not that it's not a good thing, but she's so bloody young. . .so much she needs to see. . .she'll never be able to walk into the sun again."

"She doesn't want to die. Whether you change her, or I do, one of us is going to do it. I think she would rather be your childe than mine, but if you aren't up to it, I need to go do it now," Angel said softly. "She's running out of time."

Spike was quiet a moment more, then stood. "I'll do it. It's only fitting that she be my childe." He went to the bed, looking at Xander. The human nodded, letting Spike know that he wanted this. He'd rather have his best friend as a vampire with a soul than not at all. He bit into his wrist and pressed it against her lips, watching with detached interest as her eyes flew up and she began to drink.

It wasn't long before Willow's eyes were closing again to fall into the depths of death.

*~*~*~*

"And you are sure the soul is permanent," Angel asked Giles.

Giles nodded. "I just used the one that Willow used when she cursed you. Apparently, she went through and made it to where yours wouldn't go anywhere."

Angel chewed his bottom lip thoughtfully. "Ok. So when she wakes up, she will have the soul, but we don't know how the demon will react. I mean, she *is* going to be hungry. . .all humans need to stay back. She's tied up, but I have a feeling she will be very powerful."

"If the wish verse Willow is any indication. . ." Giles left the statement unsaid, remembering how the alternate Willow was. He prayed that their Willow wasn't like that.

"Spike. . .goddess, Spike. . .it hurts. . ."

Willow's voice drifted out of Angel's bedroom. Angel glanced at Giles, then grabbed Spike. The two walked into the bedroom. Willow was on the bed, thrashing against her bonds, her game face on. Spike stared at her, a mixture of horror and lust on his face. She was powerful, he could feel that; but she was more beautiful than he thought a vampire could be.

She turned yellow eyes and settled them on Spike. "Sire," she purred, stilling. "Feed me. I can hear their heartbeats outside, I can taste their blood in my mind. . ." She shook her head, her look of evil passing. It faded into a look of concern. "Xander. . .is Xander ok? I didn't hurt him, did I? I dreamed I did. . .is he alive?" She started to struggle harder as she imagined the worse, wanting to get away to find Xander.

Spike rushed to Willow, putting his hand on her chest. His touch seemed to comfort the female. "He's ok, Willow," Spike said softly. "It was just a dream." He glanced back at Angel. "Peaches is going to go heat you some blood, so you can feed. You are hungry, aren't you?"

Yellow eyes faded to green. "It didn't work," she whispered. "You had to make me a vampire."

Spike frowned. "Are. . .are you upset? I thought you would want it like this. . ."

"I knew it was going to happen eventually, I just didn't think it would be so soon." She sighed, more out of habit than anything.

Angel returned, a mug of blood. "I will heat up more," he said softly. "I'm sure this won't be enough. I'll be right back."

Spike untied Willow's hands and she sat up, eagerly draining the blood in the mug. Spike wasn't surprised when it took her four mugs to fully sate the demon.

Willow looked up at him, big curious green eyes. "Can I go see everyone else now?" she asked softly.

*~*~*~*

Willow didn't let go of Xander for five minutes, just held him, sobbing on his shoulder. Finally, he pulled away, looking at her. "Wills?"

"Xander, it hurts," she whispered, her eyes puffy from crying, and flecking with gold. "I mean, I can smell the blood and hear your heartbeat, and I want to just. . .drink you. . ." She turned away in anger. "I don't like this!" she screamed, her gameface falling into place. "I don't want to hurt Xander!" She sank to her knees and started to cry, her body wracked with sobs.

Xander looked at Angel, who moved to her. Both Angel and Spike bent down to try to placate the redhead. "Wills," Angel murmured, "it's going to be ok."

"You are strong, Red," Spike agreed. "You can beat the demon."

She looked up, her eyes flickering from green to yellow. "How? The demon. . .she *rages*, she wants to destroy. . .everything. She wants to kill you, Angel, and everyone else here, but Spike. . .and then she wants to kill Buffy. . ." Her bottom lip quivered. "I. . .I can't do this. I'm not strong enough. Make it stop, please," she begged.

Spike frowned, glancing at his Sire. He pulled the frail redhead into his arms and prayed silently to her goddess' that they'd done the right thing.

*~*~*~*

Continue