Title: Magister
Author/date: gilescandy '11
Rating: 18 overall
Pairings: Basically, Vamp!Giles wants, Vamp!Giles has. Eventually G/W.
Disclaimer: Characters from Buffy and Angel belong to Joss Whedon et al. "Hero" can be found on the album Escape by Enrique Iglesias.
Warnings: It's dark. Murder, Rape, Torture. Giles makes a pretty scary vampire.
Summary: It's a Vamp!Giles. Let the mayhem commence!
Timeline: A/U. I had to mess with time to get the combination of characters and past events I wanted. So, the Buffy crew is at the beginning of season seven, only it's a few weeks before Dawn starts school, Giles came back with Willow to help her settle in, Anya is human again, and Spike has had time to get used to his soul. The Angel crew has been in a rut. They're in season two just after moving into the Hyperion. And Faith is in Buffy seven, reformed and escaped from prison. Just go with it, you should catch on pretty quick.
Author's note: Magister is a Latin word. It's pronounced Ma-gee-stay. Sounds better that way.

1. The Lightest of Burdens is Death

"God! I should've never let any of you come with me!" Buffy screamed in frustration as she paced around the lobby of the Los Angeles hotel that served as headquarters for Angel Investigations. Her cries were heard, but the ones they were directed at did not respond. Xander stood just inside the doors, breathless and blinded by tears. Willow sat in a corner, rocking herself as she tried to bite back sobs. And Dawn, the youngest and, at this one moment, bravest, sat by him, gripping his hand and staring into his eyes, willing him to fight just a little longer.

Cordelia hurried in with a bowl of water and a washcloth. She gave it to Dawn, who began mopping the sweat and blood from his brow and face while whispering soothing sounds. Even she knew there was no hope, but she wasn't going to let herself break down like the others. Not when there was still comfort she could give him. Not when he still needed to see a caring face.

"There was nothing you could have done," Angel tried to calm Buffy. "No one could have known they heard you were coming. They came out of nowhere."

"That was my point," Buffy howled. "If it was just me--"

Xander's fist thumped against the wall. "Then you would have been outnumbered ten to one and we would have lost a Slayer instead of a…"

"I know how strong those things are," Angel tried to back the boy up. "It's a wonder any of you survived."

Buffy began to shake with rage. "What was he doing taking on two at once anyway? He should know better."

"It was for me!" Dawn finally cried out over her shoulder. "He took the hit that was meant for me. He saved my life and now he's going to die." A weak squeeze from the hand she held brought her attention back to the man lying on the table. He was trying to speak, but all he could manage were bloody gurgles. "Shh," the girl whispered to him. "I know. These days I always know what you're going to say to me. But nothing is going to make losing you any easier. I love you--"

"We're not going to loose him," Buffy cut her off. "Willow, you're the most powerful witch I know. You can heal him, can't you?"

Willow looked up at her with a sudden fire in her eyes. "If I could, don't you think I'd be doing it already? Buffy, half his chest is gone. There's no coming back from that! It's only by sheer willpower that he's still alive now!"

"Then we go to Plan V." Buffy stared resolutely at her friend.

"Plan V was just a thought exercise," Willow said cautiously. "I studied it because I wanted to know if I could do it. But the idea of actually using it…"

"I'm not going to loose him now, Will. Not after all he's done for me. All he's done for all of us."

Tears cascaded down the witch's cheeks. "Don't you dare imply that I don't remember everything we've put him through! What I did to him… I'm just saying that we should think about whether or not he would want this."

"I don't care what he wants!" Buffy yelled.

"Since when is that a new thing?" Xander stepped into the conversation. Buffy wheeled on him, pinning him to the wall before she realized what she was doing. She slowly let him go.

"So what are you two suggesting? When we first talked about this, it was because we were tired of losing everyone we loved. We've been together, fighting to save the world for so long and what has the world given us in return? Oz, Riley, Angel, Cordy… All driven away. Then we lost Miss Calendar, and mom, and Tara, and now…" Buffy growled in frustration. "Every time he leaves us on our own things fall apart. Are you telling me that you can just stand here and watch him die now? Let him go forever?"

Xander and Willow shook their heads sadly with a simultaneous, "No."

"That's what I thought."

Willow's eyes shot up to her with a panicked look. "I need supplies. Some rare items that we'll never find before…" Her eyes indicated the man on the table as her voice refused to finish.

"I believe I have everything you'll require, Willow ," Wesley's voice drifted from the office doorway.

"You know what she wants me to do," Willow moved toward him. "And you're willing to help?"

"It's not hard to guess from your conversation. But I must warn you, the Council has strict policies pertaining to this sort of thing. Especially when an asset of his caliber is compromised. Though I am no longer affiliated with them, you can be sure that all of us are still of great interest to them."

Buffy growled, "We'll deal with the Council when they catch up. You and Willow start getting ready."

"I still can't believe you want to help with this," the red-head followed Wesley.

"I will admit to you that I think it's foolish, and you and Xander are correct with your objections," the ex-Watcher spoke calmly. "But the Slayer seems determined. Better to stay and be sure the proceedings run smoothly than to be expelled and unable to help." Wesley let a half-smile jerk at the corner of his mouth. "Besides, I too have some affection for the man. Though, in our short time together, we may have seemed to be at odds, I do count him as a friend."

Buffy grabbed Angel's coat and pulled him to the side of the dying man. "Okay, as soon as our magical duo in there is ready to capture his soul, you are going to turn him."

Angel swallowed hard, not knowing what to say. Cordelia's head snapped up from helping Dawn tend to the wounded man. She had no such problem. "Are you insane," she screeched. "You can't do that to him. You can't turn--"

"When I want your opinion, I'll ask for it," Buffy barked.

Angel was captured by the pleading green eyes of the dying man. There was sorrow, pain, and fear. But he knew from experience this man did not fear death, his own least of all. This man feared becoming the monster he'd spent his whole life fighting against. He feared becoming the vampire he was now pleading with. Pleading for the simple mercy of death.

"I can't," Angel finally said. "I won't touch him. After all I've done to this man, you can't ask me to turn him into a monster."

"But he won't be," Buffy begged. "We'll give him his soul back. He'll be like--"

"Like me?" Angel spat. "I wouldn't wish this curse on my worst enemy."

Dawn's resolve to be strong for him was fading and her eyes began to flood and run over as she looked up at her sister. "You can't curse him. Please, Buffy, I don't want him to die either, but I won't let you sentence him to hell."

"We aren't going to, Dawn," Buffy whispered soothingly. "Willow figured out how to do it so he can be happy. He'll be with us forever. And he'll be able to fight along side me like he always wanted to and never get really hurt again."

Dawn looked back and saw tears streaming from the corners of his sad, green eyes. She knew nothing she could say would change her sister's mind. There was also the selfish part of her screaming in the back of her mind, telling her how much she didn't want to let go either. Telling her how much she loved him and how much she didn't want to lose another parent. Because that's what he was. There may not have been any blood between them, but that didn't make him any less the man who looked after her and cared for her. In her heart he was her father and no one could tell her any different. The youngest of this group of warriors wrapped her arms around his neck and whispered into his ear. "I'm sorry. I'm so, so sorry."

"It doesn't matter," Angel turned to walk away. "I'm not touching him. The man has spent his whole life fighting my kind. I will not do him the injustice of turning him into one."

"I told you he'd say that, B." Faith stood in the doorway with a small, female vampire wriggling in her firm grip. "Good thing I brought a backup plan."

"Here's the deal," Buffy announced as the struggling vampire was forced toward her. "All you have to do is turn this guy and we'll let you go."

"Buffy," Angel tried. "She's still so young I can smell the dirt on her. She doesn't know any better. She doesn't know what he can become."

"If you're not going to help me you can just shut up!" Buffy shouted at him. The vampire that loved her lowered his eyes in defeat.

"We're ready over here," Willow's quiet voice informed the Slayer.

"Good. Start the ritual," Buffy ordered. The Slayer grabbed the captured vampire and cleared the others away from the dying man. She took out a knife and slit the vampire's wrist.

Beside her, the man on the table made one last attempt to let his wishes be heard. But his blood soaked lungs wouldn't hold enough air to force his vocal cords to work. As his Slayer forced the vampire's face against his neck, the pain of the small bite faded into the dull throb that wracked the rest of his body. Darkness closed in on his vision and he could taste the tang of another's blood mixing with his own in his useless mouth. His limbs grew cold, numb as what little blood he had left was drained from his dying body. The pain was gone now. Just darkness, just rest.

There, in the lobby of a strange hotel, in the heart of a strange city, and surrounded by the people he loved most in the world, Rupert Giles died.




Giles' last breath escaped like a silent explosion, sending a shock wave of grief rippling through the room. The dark eyes of his young sire darted around in fear. She watched as the humans around her withered and became incapacitated by their emotions. Seeing a clear path to the exit, she took it. She ran as fast as she could, not noticing that no one moved to stop her.

At the door, the fleeing forced-sire left a toppling and confused Gunn in her wake. He watched her disappear into the night as he dusted himself off and wandered into the hotel. The scene he stepped into was even more confusing. Cordelia, along with a young, blond woman and a teenager, was hunched over the table, bawling. Angel stood, looking on with his head bowed in sadness. A dark-haired young man and a woman in leather stood at his side, both shaking with silent grief. Wesley was on the floor by the counter, cradling an unconscious red-head, who was bleeding from the nose, in his arms. The whole picture was enough to make anyone's heart stop.

"God, who died?" Gunn breathed. He immediately regretted giving any voice to the question as he finally noticed what the group around the table was huddling over. It was the body of a man. A man who obviously meant a lot to each person in that room. Gunn almost staggered as he remembered who Angel had sent for to get help and the weight of the combined grief that filled the room hit him in the chest. All he could whisper was, "I'm sorry."

Angel blinked a tear from his eye as he looked up, the only one to notice that Gunn had even arrived. He gave his young ally a subtle nod of reassurance and quietly cleared his throat. There was work to be done now, and no time to lose. "Gunn, Xander," he began in a quiet, but commanding voice. "I need you two to set up some accommodations in the basement. The most heavy duty shackles you can find. No cutting corners when you bolt them to the wall. We're about to have a very dangerous guest."

"Got ya, Boss," Gunn nodded. "One Angelus special coming up." Xander took one last glance at the body of his friend and followed Gunn into the basement.

"Cordy, Dawn, Faith" Angel continued gently. "Willow needs your help right now. Take her upstairs and find her a nice room. Make sure she's comfortable."

Cordelia nodded, wiping her eyes. Dawn ran her fingers along the kind features of Giles' face one last time, then rose to help tend to Willow .

"Wes," Angel said as Faith lifted Willow from the ex-Watcher's arms. "That should go in the safe." The vampire indicated the glass urn on the floor that now held a golden glow. "I want you to change the combination. Something that only you would ever think of. Right now that soul is the most important thing in our possession."

"I understand. I'll make sure it's secured." Wesley took up the small urn and headed for the office.

The only two remaining in the room, Angel moved to Buffy's side and placed a comforting hand on her shoulder. The Slayer slowly pried her fingers from the tattered and blood-soaked lapels of her Watcher's coat and turned into the tepid, but caring, embrace of her first love.

"I wonder if it hurt this much?" She moaned into his chest.

Angel stroked her hair. "If what did?" he murmured.

"I wonder if it hurt him this much when he had to watch me die. When he had to look down at my body." She let out a shuddering sob. "I mean… I watched Merrick get murdered right in front of me. And that was before death became part of my life. He was my Watcher… My teacher and friend. Why does losing Giles seem to hurt so much more? Is this what I put him through?"

Angel patiently waited for her to get her words out and to bring her sobs under control. "Buffy, this man was more that just a Watcher to all of you and you know it. And if you think the others aren't grieving just as hard right now, they are. That's why I gave them tasks to put their minds on." He sighed deeply, a human habit he still held on to. "As for what he felt when you died... We were all drowning then. I could only be in Sunnydale to stand at the outskirts of your funeral, then I ran away. But I do know this. Giles died with his Slayer that day. And he likely would have followed you into the grave if not for what you left him."

"What did I leave him?" Buffy whimpered.

"People who still needed his care. People who he loved as much as he loved you. And that's the same thing he's left you. The others need you now, Buffy. He meant as much to them as he did to you. Right now we have to make sure nothing goes wrong, for them."

Buffy wiped her eyes. "You're right. We'll get him back soon. Let's just focus on what needs to be done."

"If we're lucky," Wesley said, emerging from the office, "It will take him quite a while to rise and come to full strength. The wounds his body needs to heal should slow him down a bit. Of course, he will need to feed as soon as he wakens." He sighed. "That spell took quite a bit out of Willow . Let's hope she can recover her power before he gains all of his."

A small smile spread on Buffy's lips. "You guys talk like Giles is gonna be uber-dangerous."

Angel and Wesley exchanged sad and knowing glances. The vampire looked down to Buffy. "Let's take him down to the guys so they can lock him up as soon as they're ready. Then you and I can go out for a breather and restock my blood supply for two."

2. Almost Alive

"He's awake!" Dawn screamed from behind the counter. She jumped up and down, pointing at the monitor she had barely left since the guys set up the camera to watch the make-shift basement cell. "Look, look he's moving!"

Wesley and Angel exchanged worried glances.

"He's hungry, right?" Dawn continued to dance. "I'll take him some blood. I can't believe he's awake again."

Wesley stepped calmly into the girl's path. "Dawn… Dawn please listen to me. I know you're excited. We all are. But, for now, I need you to promise me one thing. Promise you won't go down there without someone with you."

"But I've done it before. I've fed Spike."

"I know… And, if all goes as planned, I suspect you'll be perfectly safe with Giles as well. However, you must remember that, until Willow regains enough strength to perform her spell, that is not Giles." Wesley's heart sank as the teen's joyful features darkened. He knew his words might have come out harsh, but making her understand was the only way the keep her safe.

"I get it," she glared at the ex-Watcher.

Angel walked up beside Dawn with a mug of blood. "I'll go with you. We can give him what he needs together."

As they descended the stairs, Dawn again let her eyes scan over the conditions that the others had convinced her were necessary for her friend to be subjected to. He was hunched in a corner. Cold, cinderblock walls on each side and an unforgiving concrete floor beneath him. She wished they had let Xander build him a bunk, as he had begun doing. But everything he suggested was vetoed for being too dangerous. As if the shivering, whimpering creature before her now could have used anything as a weapon, let alone pull a steel slab away from a wall.

At least they had let Xander help her change him into one of the clean shirts he had brought with him. She couldn't bear to leave him as he was, in his blood-soaked, brown coat and the shirt that had been torn to shreds as he fought so fervently to protect her. All that did was highlight the gaping wounds he had suffered and remind her of how it felt to watch him take his last breath. The new shirt she had picked out was a dark, forest green and long sleeved with a slight v-neck. Dawn had always thought he looked good in that shirt, in a strong and healthy sort of way. Somehow it seemed to hide some of his weariness even when she knew how tired he really was. But, not tonight.

He was shackled there, in that cold corner. A large iron bracelet wrapped around each wrist and ankle, with heavy chains that led to four separate rings bolted into the wall. Gunn told her that if one failed the others would hold him. At the moment she didn't care. She wanted to hold him, to take away the pain he was so obviously in, and tell him that everything would be back the way it should be soon. The last thing Gunn did was to paint a thick, yellow line on the floor. He called it the 'point of no return'. It was to indicate how close they could get and stay out of the new vampire's reach. She was sure that they figured they had to do that to keep her from doing something stupid. As if she was new to the whole vampire thing.

As they approached the line, Angel handed her the mug. Dawn was grateful. While Wesley was so worried about the plan going right, Angel seemed to see her need to help. Her need to do something, anything to care for Giles in some small way. She didn't blame the others for being wrapped up in their own emotions now. Technically, they had all known him a lot longer than she had. But Dawn had already been alone to work out her own feelings about him in the time he was gone to see to Willow's recovery. Over the years since her creation, the ones she counted as real, she had gone from being a nuisance kid to him to becoming a young lady in his care, just like the others. He was there when her mom died. He was there when Buffy died. She felt safe when he was around. And she hated him every time he left. It took her a long time to realize why. One day it occurred to her that hatred like that can only be felt for someone you truly loved. And that revelation was soon followed by another. There had been times he stayed for her, and times he left because of others. But she never asked him to stay at those times. And something deep inside told her that he would have, just for her.

"I know you're in pain right now," she heard Angel say soothingly. "The hunger is intense when you first wake up. Drink this and it will help."

Dawn placed the mug on the floor and used a broom handle to slide it just over the yellow line. Giles looked at the blood and let out a miserable groan.

"It's pig's blood, Giles," Angel urged. "You need the nutrients to heal correctly. I remember that shred of humanity that's fighting to hold on inside you. And I also know I'm mostly speaking to the demon that's trying to stamp it out. A man like you can hold on, Giles." Angel put his hands on Dawn's shoulders. "With so much to hang on for, I know you'll make it. The real turning point for an infant vampire is the first taste of human blood. I promise, I will not let that happen to you."

"Please, Giles," Dawn added quietly. "I had to watch you die for me. Don't make me watch you suffer anymore. Drink it for me."

Giles picked up the mug and let the smell of the blood engulf his senses. His body roared for it. Every fiber of his being craved the first taste. The demon pounded in his head, howling for him to drink, to accept what he had become. But he held out for just a little longer.

"Angel," he groaned. "I don't want her to see…"

Angel understood. One of the hardest things for a vampire to learn to do was to hide what he really was while feeding. Most would never care enough to attempt it. But he understood exactly what Giles needed. Angel pulled Dawn to his chest and blocked her view. When he was sure she wouldn't try to peak, he nodded to the new vampire.

Giles gave a grateful smile, then brought the mug to his lips. At the first taste of blood, his eyes transformed from gentle green to two pools of blazing yellow fire. Cold and heartless, they stared up at Angel as he drank. The dulled human teeth elongated into sharp fangs ready for tearing and devouring. His forehead bulged and formed into sharp ridges, distorting his kind features into the true visage of the demon that now resided inside the dead man.

Upstairs, Wesley watched on the monitor. He felt moisture creep into his eyes and a wave of nausea roll through his stomach. The ex-Watcher thought he had been ready for this sight. All his years of study and fighting, his time working closely with a vampire should have prepared him for the change. But this was a friend and respected colleague in the war against evil. The very evil he had let this man be subjected to. The fate worse than death for a true Watcher. His resolve was set firm. The one thing he could do for the man now was to make sure he had nothing to regret when his soul was returned. "I swear," he whispered.

Wesley blinked his focus from the monitor as Buffy, Xander, and Faith came down the stairs from checking in on a still exhausted Willow . He simply announced, "We have another vampire in the building."




It was the next afternoon when Faith bounded down the stairs to the basement. "Hey, Big G! Lunch time."

Giles looked up from his spot in the corner. "Hello, Faith," he sighed wearily. "Where are the others?"

"Why," she put the hand not holding a bottle of blood on her hip and looked down at him with an exaggerated pout, "Just seeing me not enough to make you happy?"

He bowed his head with a shy smile. "Sorry, it's only…"

An infectious grin spread over Faith's face. "No worries, Big Guy. I know how it is to be cooped up with no one telling you what's going on." She tossed the bottle to the vampire Watcher who caught it reflexively, and slid down the wall to the floor just outside the yellow line. "Buffy went with Angel and his crew to deal with the matter he called her down here for in the first place. Dawn and Xander are finally sleeping. And Willow's still knocked for a loop from that mojo she worked on you."

"I don't even know how long it's been," Giles whispered.

"Since you bit the big one?" Faith chuckled. "All the drama went down the night before last."

"And now they left you all alone to baby sit."

"Hey! What, you get yourself a set of fangs and all the sudden you think you're too much for one Slayer to handle?"

"Not at all," Giles glanced over and gave her his familiar quick half-smile.

"Good," she laughed. "'Cause I can still take you, Old Man. And don't you forget it." She sighed, and he fiddled aimlessly with the cap of his bottle. "Besides, I haven't gotten a chance alone with you since… well ever. Not without the precious little Buffy around."

Giles looked over at her with concern creasing his brow. "Do you still blame Buffy for what happened to you?"

"Nah," Faith shrugged. "I had a lot of time to work through all that crap while I was sitting in prison. At least, until someone started sending the assassination squads after me and I decided it was time to move on."

"And what did you come up with?" he gently prompted.

The Slayer pulled a knee up to her chest and held it. "We were who we were. It was inevitable for things to spiral, I guess." She paused for a long moment, lost in thought. "I… I know you're not him… really. I mean, we have the real Giles stuffed in a jar and locked in the safe upstairs." The corner of the vampire's mouth quirked as he filed away the piece of information. "But you do still have all his memories, right?"

"I do," he nodded.

"Did you ever wonder how things would have been different if, maybe… If you had been sent to be my Watcher?" His understanding, green eyes watched her carefully as he waited for her to say all she needed. "I mean, don't get me wrong. My original Watcher was great. She was the first person in my life to actually give a damn about me. She gave me respect and kindness. Then she was repaid by being ripped to pieces right in front of me."

"That wasn't your fault. Kakistos was very powerful--"

"I know," Faith waved him quiet. "It took two Slayers to take him down. But, sometimes in my dreams, it's you instead. And you're just a little bit stronger, a little bit faster, and I make it to you in time. Then everything turns out different…"

"Faith, you must remember, Buffy did lose her first Watcher as well. It is a Watcher's greatest honor to lay down their life in defense of the Slayer."

"True. But then she got you. And what did I end up with? Whimpering Wesley…" As Faith gestured up the stairs, Giles couldn't contain a chuckle.

"Wesley wasn't ready to face the challenges you presented. You can't blame him for that."

"You could have," she said softly, studying the floor. "I could tell there was darkness in you that you learned how to face and control. Who better to teach me the same thing? Buffy never appreciated what she had in you. Even when the Council showed what dumb-asses they really were, you were still there for her."

"Well…" Giles reached for glasses that he'd forgotten he no longer needed.

"You do know that that's what I got from Wilkins, right? Unconditional understanding and support. He may have turned me into his personal assassin, but at least I had a sort of 'Giles' of my very own for a while. That is, until Buffy took him from me, too."

"In point of fact," Giles said calmly, "It was I who set off the explosion that killed the Mayor."

Faith chuckled, "Believe it or not, G, that makes me feel a little better." She glanced at the full bottle in his hands. "What's the matter? Not hungry?"

Giles stared at the bottle in his lap. "Quite hungry, actually. It seems that hungry is all I've been since my… um… awakening."

"Oh," Faith laughed with understanding. "Don't be shy-boy in front of me now. You can't show me anything darker than I've already seen staring into a mirror."

"Faith, please…"

"Nah-uh, not moving."

Giles shifted, turning to face away from the willful girl. A fierce groan escaped his throat at the slight movement. Faith rose to her feet and look down at him with concern and anger.

"Show me your chest!" she ordered.

"It's nothing," the vampire gritted his teeth. "I'll be fine soon enough."

"Goddamnit! She's doing it to you again. She's keeping you weak and letting you suffer just because she can."

"It's not… I don't think she knows…"

"But I bet Angel does."

"It's for the best, Faith. I have to fight until Willow's ready."

"The hell!" Faith screamed, stepping across the safety line.

Giles could hear her heartbeat pounding in his ears. He could smell the sweet femininity of her tender flesh. His stomach twisted and howled within him, and his teeth ached for action.

"Stay away from me, Faith," he roared, a deep and menacing sound. "I'll eat you."

Faith's lips curled in a wicked grin. "I've had dreams where you've said that to me, too."

"Please…" he shook with the effort of control and tried to hide deeper in the corner.

"All you need is a little pick-me-up, G. And I've been told there's nothing better to build strong vamps than Slayer blood. Luckily, I have some of that. Then you'll be good as new when Willow's ready to let your soul put that demon in its place. Besides, you know Buffy's done the same. Would probably do the same for any of her vampire boy-toys. She just won't do it for the man who's stood beside her all these years."

"B-Buffy follow's her heart…"

"And what do you think I'm doing?" She knelt beside him and wrapped a strong arm around his shoulders, holding him to her chest. The other arm she held up, offering her vulnerable wrist to his trembling lips.

Sweat began to bead on his brow as he tried to fight the urge to rip into the offered flesh. He could feel the warm blood in her vein pulsing against his sensitized lips. His head swam with waves of dizziness, every instinct in his body calling for the offered meal. Her heart pounded against him, between the soft pillows of her breasts. He closed his eyes, using all his mental strength to combat the sensory assault.

"Slayer, remember? I can take care of you," she whispered, her lips brushing against his ear. "I won't let you hurt me."

Faith took her wrist and slid it sharply against one of the rough chains binding him, tearing a thin slit in her skin. She pressed the fresh, crimson droplets against his mouth. At the first taste, Giles' eyes flared yellow and his forehead distorted. He grabbed onto her arm, burying his sharp fangs into her vein. She tasted of youth, and strength, and wildness. The drink made the beast within him roar with power. He was suddenly strong, and he was hard and wanting. Wanting everything he could take from her.

"That's better, isn't it," she gasped in his ear, as he felt her writhe against him with just as much passion in the sharing.

Giles released his grip to growl in approval. Before he could bite down again, a fist collided with his jaw, knocking his head into the cinder-block wall. Everything faded.

"I told you I could take care of you."

3. Gone

Faith was alone in the lobby, idly testing the feel and balance of the weapons in Angel's cabinet, when Buffy, Angel and the others came back that night. She replaced the broadsword she'd been swinging and went to meet the exhausted looking bunch.

"Any trouble here?" Wesley asked as he walked toward the office to start some much needed tea.

"Five by five, Wes," Faith smiled. "You guys look like you had some fun though."

"I'm not sure 'fun' is the word I'd pick," Gunn sighed as he plopped onto a couch.

Buffy smiled as Dawn came down the stairs and headed for the small refrigerator behind the counter. "Yeah," she said to Angel. "Next time you invite me here for a party, make it the food and ice cream kind instead of the evil demon cult kind."

Angel shrugged. "Client said we'd need a Slayer. I wasn't expecting both you and Faith to show up."

"Dinner time," Dawn announced to no one in particular as she placed a mug into the microwave.

Cordelia sighed, "Yes, food sounds wonderful. I'm going to the kitchen to see what I can dig up."

"I'll go with," Gunn jumped up and followed her.

Xander appeared on the stairs and stretched before strolling down. "Hey gang. Monster hunt go good?" Buffy and Angel let out a simultaneous groan. "That well, huh? I just checked in on Willow . She says the headaches are fewer now. Another day or two and she'll be right as rain."

"That's a relief," Angel sighed.

"Uh… Faith," Wesley called as he set his teacup on the counter. "Did you turn this monitor off?"

"No, Wes. Never touched it."

The ex-Watcher tried pushing the button, but nothing happened.

"Maybe it got unplugged or something," Xander shrugged.

Buffy quickly scanned the room. "Oh God, where's Dawn."

Angel, Buffy, Wesley, Faith and Xander sprinted for the basement. As they reached the bottom of the steps, all froze in panic at the sight before them.

Giles was standing there, free and with a sympathetic smile curling his lips. He had Dawn in front of him, holding her tightly to him with one arm around her middle as the other hand played gently along her neck.

"You see," he whispered soothingly to his captive, "I told you big sister would be here soon."

Dawn's eyes sparkled with tears as she stared at the petrified onlookers. "Buffy, I swear, I didn't do anything wrong."

"I know, Dawn. Just stay calm." She gazed intently into the familiar, but cold eyes of her Watcher. "Giles, you don't want to do this. You would never hurt Dawn. You love her like your own heart."

"You are correct, Luv." The vampire said as he nuzzled his cheek against the girl's hair. "Giles would give up his own life to see that no harm comes to this lovely, little flower. In fact," he chuckled, "he did. Unfortunately for her, I am not he. I would rather eat her."

Buffy took a half-step forward. "If you even touch her, I'll dust you."

"Touch her where?" the demon purred innocently as his hand slid slowly down over the girl's hip and slipped between her thighs.

"Please…" Dawn whimpered, trying to squirm from his iron grip.

"Besides, Slayer, you've spent far too much effort trying to keep this body intact. I doubt you would let it turn to ash so easily."

Buffy's eyes shimmered with anger. "I will if you give me no other choice."

"And I will accept that as a challenge." Giles' soft features grinned. "Truly, I only wanted to see all of your handsome faces before I made my exit. Oh, and Wes, the exact date and time of the midpoint of the battle of Turacht Nallah. Really, you should use more imagination, My Boy. Also, Faith, Dear… my deepest thanks."

The vampire bent to place his lips to Dawn's neck, causing everyone to gasp. His broad tongue appeared and traced the line of her jugular to her jaw. Without warning, he lifted her and threw her bodily into the group of terrified onlookers. They caught the girl, most falling back onto the steps. By the time they made sure she was safe and glanced back up, Giles had vanished.

Xander slid under the railing and went to check out the shackles. "These are still locked," he announced. "And there's no damage at all here. I can't see how he could have gotten free."

Angel lifted the trembling form of Dawn into his arms and started up the stairs. "None of that matters now. He's gone."

As the vampire set the girl on a couch, Wesley appeared form the office. "He took it," the ex-Watcher commented evenly. "Turacht Nallah… He figured out my combination and stole the soul."

"But, with what he was wearing, were could he have hidden it? It's not like that jar was pocket sized." Faith crossed her arms over her midsection.

Buffy turned on the other Slayer. "You were supposed to be watching him! How did you let this happen? You let him get away from us!"

"All I did was take care of him! You had him chained up down there all alone. Keeping him weak. He was in so much pain he couldn't move without screaming!" Faith began to advance for a confrontation, but Angel caught her by the arm, causing her to wince and pull away.

"What do you mean he was in pain?" Dawn's small voice asked.

"It was a safety measure," Angel growled. "I decided it was needed to keep all of us safe, including him. Trust me, Giles was a strong man. He could take a little pain."

"Don't you dare," Buffy rumbled. "Don't you dare start referring to him in the past tense."

Ignoring her, Angel caught Faith's arm again and lifted the long sleeve of the uncharacteristically modest shirt she was wearing. "You fed him, didn't you? You gave him his first taste of human blood, Slayer blood."

"Like you've never tasted Slayer blood," Faith defended, pulling her arm away and covering her wound.

"We had a chance until--"

The arguing was silenced by the sound of a teacup smashing against a wall. Wesley leaned hard on the counter, holding his weight on tensed arms. "This is all pointless now," he said in a disturbingly calm voice. "He has grown to full strength. He has completely turned. And he has escaped our custody. These are the truths we must deal with, and trying to place blame will help nothing. Our course now is to prepare."

"But shouldn't we go after him? Try to bring him back?" Xander offered.

"Wes is right," Angel sighed. "If he follows the normal behavior of fledgling vampires, he will come after the ones he loved in life first. The demon will try to purge every bit of Giles' humanity. He'll be back soon enough."

"But," Dawn squeaked quietly, "this is Giles we're talking about. Wouldn't he make like a gentle vampire? I mean, he could have just killed me. But he didn't."

"A calculation, I'm afraid," Wesley came out from behind the counter. "Meant to throw us off, likely. Make us think there's still hope. Make us hesitate at a crucial moment and give him the advantage."

"He already has all the advantage he needs," Angel muttered.

Faith frowned, "What do you mean?"

"She's right," Xander commented. "I'd count the odds in our favor. I mean, we got two Slayers, a vamp, a witch, and a Watcher-type on our roster. He's still just one vampire."

"He's not just another--"

"If I may, Angel," Wesley tried to stem his friend's growing anger. "All of you must pay careful attention. It's time you understand what you… what we have done. We have taken not just the body, but the memories, training, experience, and intelligence of Rupert Giles, and put it all in the hands of a demon. Not only that, but he has had the chance to study each and every one of us at some point. I wouldn't be surprised if he can deduce our actions before we can figure them out ourselves."

"Giles studied us?" Xander made a creeped-out face.

"It was the nature of the man. The nature of a Watcher." Wesley sighed. "It's what made him such a good teacher to all of you. He knew what you needed before you did."

"Listen," Angel added, calmer now. "Back before Darla turned me, I was nothing but a no-good, lay-about drunkard. Angelus took that personality and cut a swath of destruction across every continent on Earth for a hundred years. Think of what a demon can accomplish with a personality like Giles'." The room fell quiet for a few moments.

"All we could find was bologna, but we made enough sandwiches for all," Cordelia announced as she and Gunn re-entered with a tray of food. "Hey, what's with the major bad vibage?"

"He's gone," Dawn whispered.

"What!?! You mean him, as in Him with the capital H!" Cordelia began to pace. "Oh God… I told you. I tried to warn you. This is bad… We're all gonna die. He's gonna be worse than you," she shoved a finger at Angel.

"I know. That's why, Gunn, I want you to take Cordy and get out of here. Take her to Caritas. Tell the Host, if he hides you out, I'll owe him a big favor."

"Like hell I'm going anywhere!" Cordelia screamed.

"I'm hoping you'll be low on his hit list. If he manages to wipe us out, I need you two to know what's going on."

"Oh God," Xander moaned. "I need to warn Anya. She stayed behind to work on fixing up the Magic Box. What if he makes his way back to Sunnydale?"




The demon who wore Giles' body began to chuckle as he strolled down a dark, empty alley. Soon the chuckle grew into laughter, and the laughter into full body spasms that forced him to stop and lean against a wall for support. Foolish children. Foolish, naive, selfish children. Thinking they could catch the Devil in a snare and make him dance. But now they would learn. Their lessons would be slow and agonizing. He would teach them what it meant to fear once again. And with the last breath of each, they would apologize to the man they had done this to… The one spending eternity trapped in his little jar.

He continued on. This city was vast and unfamiliar, but he would soon learn it, soon know the ins and outs, the nooks and crannies of this land of life, land of prey. As he turned down yet another empty alley, he knew the morning would be approaching, but there was another part of the city to explore. The highways of his kind. The city beneath. He came to an open manhole and, without a second thought, dropped in.

He could hear them long before he came upon them. Laughing and trying to one up each other with stories of fights and conquests that would really only impress the more pathetic elements of young male society. He found their lair in one of the wider parts of a tunnel where concrete was crumbling and tree roots were growing through the roof and walls. Standing, leaning against the wall with hands in his pockets, in the shadows of the entrance he watched them and waited to be noticed. It looked as if someone had decided to vamp an entire frat house. A group of young, male bucks, forced together for company because no other group would have them.

After a couple more stories that threatened to put him to sleep, he stepped fully into the room and waited a bit more. Finally, he was detected.

"Hey! This is our spot," the largest of the young bucks called. "Anyone wandering in here is askin' to get beat down."

"Oh, really," he said calmly. "Would you please direct me to one who might offer said beating?"

"Wow, geezer has balls. I've got this one, Boys." The young leader leapt off his perch as his gang laughed. He circled the older man, looking him up and down. "Geez, where did you dig yourself outta? What's happened to the standards of our kind anymore? Now we're turning guys who are already half dead?"

The intruder smiled cordially at him and politely commented, "I like your jacket."

"Thanks," the young leader snorted. "Took it off a biker. You know, one of those Hell's Angels. Guy was like seven feet tall. Thought he was the toughest guy around. 'Til he met me, of course."

"Come on, Matt. Just take him out already."

"Sorry, Dude. My boys are getting bored now. But, seems like you have some good taste, so I'll give you this one chance to move on."

His green eyes gleamed at the tingle of upcoming conflict. "Actually, I've come to make your 'boys' an offer. Perhaps, show them something they've never considered before."

"And what kind of offer could you possibly make them?" Matt scoffed.

"I'm offering them a chance move up in the world. To follow a leader who will teach them how to be more than animals wandering the streets."

"You expect my guys to just take off on me and follow some middle-aged wanna-be Dracula? What do you think you are, some kinda vampire savior?" The crumbling room filled with laughter.

"No," the vampiric Watcher smiled. "Merely a teacher, of sorts. Besides, they'll need someone to follow after I've dispatched you."

Matt's eyes blazed yellow, but his opponent's appearance and demeanor never changed. "That's it, you old bastard. You've officially worn out your welcome."

The young buck lunged at the intruder, who calmly dodged the attack without even removing his hands from his pockets. "Thus the lesson begins," he announced. "You see, the problem with vampires is being demonstrated right here. No training, no discipline." A flurry of punches and kicks were being easily avoided. "Most of you were turned before you had the chance to learn anything during your short lives. And now, you depend on your improved strength and senses to get by. But, truly, you're nothing but scavengers, preying on the weak and helpless. Thinking you are creatures to be feared when you are really just animals cowering in the darkness."

A hand emerged from a pocket as the young vampire lunged again. He was sent past with a flick of the wrist and tumbled headlong into a wall with a howl. "You broke my arm, you fucker!"

"I know all of this because I've spent my life studying our kind. I've taught simple children to kill us one by one like the vermin we are." Another attack, and with two hands and a twist that could have been found on a dance floor, Matt was minus his jacket and his strange opponent was wearing it. "However, those same children have made a crucial mistake. They have sent the teacher to you. I can show you discipline." He slammed a fist into Matt's middle, doubling the young man over. "I can show you true power." A knee trust upward and there was the sound of cracking ribs. "I can turn you from scavengers into hunters. From animals into soldiers." A kick sent their leader sliding across the floor. "We will be a force before which armies will tremble. And each of you will be able to kill a Slayer if and when you choose. I offer you this opportunity, and leave it up to you to join me." One more rage filled attack from Matt and he was lifted and thrown onto one of the roots that penetrated the wall near the ceiling. A surprised look crossed his face as he disintegrated into dust.

When the stranger turned to leave, one of the others jumped to the floor, blocking his path. Soon all of the gang surrounded him. The vampire Watcher waited calmly as they studied him. Then the youth blocking him parted his wickedly curled lips to speak. "What do we call you?"

"For now, you may call me simply Teacher."




Xander's hands were shaking so badly that he couldn't dial the phone.

"Here, let me," Angel gently took the receiver from him. "What's the number?"

"I can't… If anything happens to her… I can't remember…"

Buffy called gently. "Angel, try my house. Spike's probably skulking around. He's the only one there that might have a chance of protecting anyone."

"Why would Spike be at your house?" Angel asked with an annoyed huff.

"Either you talk to him or I will."

Angel pulled the phone away as Buffy reached for it and dialed the number.

"Summer's residence."

"Spike? Is that you?"

"Yeah. What's it to ya?"

"It's Angel. I need to talk to--"

"Great. Poof of the hour. Girl went to see you, Mate. What d'ya lose her already?"

"Would you just shut up and listen!"

Xander began to pace. "I can't take this. I need to talk to Anya!"

"Here," Cordelia leaned over the counter and retrieved a cellular phone. "Use this. It should work fine. Angel hasn't figured out how to use it yet. Do you need me to dial for you?"

"Bloody hell. This was supposed to be a vacation for them. His death must be tearing the Little Bit apart."

"I'm not finished, Spike. Sad to say, but I wish that was the bad news."

"Hey, Anya? Can you here me, Hun?"

"I can hear you. Why are you calling me at this hour? I'm tired, Xander. A lot of work to do if I'm ever going to get my store back to how it was before Willow destroyed it."

"I know. But this couldn't wait. I need you to listen to me carefully."

"They did what!?!"

"You know how it is when Buffy sets her mind to something. Did you really expect them to let him go without a fight?"

"Listen. The old man never did like me much. Never gave him any reason to really. But even I know enough to give him the respect he deserved. Giles fought the good fight and did it well. He earned his right to rest in peace."

"They acted out of love for the man. It blinded them to the possibility of the monster."

"Yeah. Always a big blind spot with that lot."

"Are you all fucking morons!?!"

"Please, An. If you were here… If you had seen… We just couldn't let him go out like that."

"But your plan failed, Xander. And now Buffy is going to have to hunt him down and kill him with her own hands. Did any of you even think of that? If these are the decisions you make, I'm getting more and more glad I didn't marry you."

"We get it now, Anya. It's been explained to us very plainly. I needed to call to warn you because--"

"Because even though it was technically his fault that I ended up with this pathetic existence, we eventually became friends and he let me own the shop with him and we even kissed once and now he might want to kill me for fun?"

"Um… Yeah… Wait, you kissed him?"

"Do you want me to come out there and help you hunt him down?"

"Actually, they are worried that he might see Anya alone as an easy target. Personally, I'd feel better having some extra fronts out there in case… you know."

"Sound plan. Just answer me one thing. Was it you? 'Cause, I know we've got history and used to be mates and all… But, if you did this to that man, I'm going to have to dust you on his behalf. It's the principle of the thing is all."

"I'd expect no less. And, no, I refused. They went out and got someone who didn't know any better."

A sharp cry of anguish echoed through the building followed by an almost tangible shockwave of grief.

"What was that?"

"I think Dawn just told Willow . Listen, we've called Spike and he'll help protect you. Just be careful until we get this thing resolved."

"You know you're going to have to be the one, right? Angel, none of them will be able to. They'll hesitate, and he'll kill them."

"I know. We'll try to keep you up to date. Just make sure to stay alert out there."

Both phones were hung up, and silence filled the shock stricken room.

4. Selective Recruiting

Four days later, a young lawyer rushed into the office of one of his associates in the large building that housed Wolfram and Hart. The young man plopped a file on the desk and ran his fingers through his short, brown hair.

"Take a look," he said to the woman behind the desk. "It seems we might have a new player in town."

The stern looking woman picked up the file and glanced through it. "So, someone's been taking out vamps around town. That's nothing new, Lindsey. What makes you think it's not just some wannabe demon hunter vigilante? Or even Angel going on a bender, trying to assuage some of that guilt the poor boy carries around?"

Lindsey's eyes narrowed at her dismissive tone. "Don't take me for a fool, Lilah. If you'd bother to look closer, you'll see that whoever this is isn't just killing random demons. He's targeting would-be warlords and gang leaders. And once he dusts the boss, the rest of them follow him. Whoever this is, they're building a vampire army."

"Interesting," Lilah nodded. "Sounds like something that might be fun to watch. But why share this with me? It's not like we play nice together." She gave him a wry smile.

Lindsey slid a hip up onto her desk. "The way I see it, this can go down one of two ways. We can try to contact this new 'vamp king' and convince him to join our little family. If that goes well, I figure the rewards from the higher-ups will be worth sharing. If it doesn't, well… it might give me a chance to escape while he's killing you."

Lilah chuckled. "My thoughts as well. And the second possibility?"

"If we let this go unchecked, whatever this new player has planned might interfere with what the Senior Partners are working on, and if we don't bring it to their attention, they might blame us for any unforeseen problems. I couldn't think of a better scapegoat."

"I see," Lilah smiled. "Does anyone else know about this?"

Lindsey shook his head. "Just us."

"Good. So, how should we go about making contact with this… possible asset?"



The mass of vampires that filled the dark warehouse watched, alert and poised for action, as a group of rival intruders strode confidently in and stood in a loose formation. The leader of the warehouse occupants smiled at the intruders and waved his men back from attacking, obviously amused at such audacity. It was easy to tell that this vampire lord was not just a loud, charismatic jock that attracted others like him. He bore the signs of a long life after death. Angry scars that hadn't quite healed right, the poise and confidence of having seen and done more than most, the steady, steely gaze of one who knew all that was going on around him. He sat on his throne of packing crates and watched the newcomers carefully.

A young, well-muscled, dark-skinned vampire that stood a head taller than his fellows stepped out from the intruding number and addressed the room as a whole.

"We have come with a message for all of our kind," he projected in a strong, sure voice. "There is a new future for those willing to accept it. A new way to live for those willing to make the change. There is a new kind of master for those willing to embrace him. One who will lead you from hiding in shadows while the humans rule this world. One who will teach you to hunt the strong instead of merely survive on the weak. One who will crush the chaos of this goodness-riddled world and turn it into a world built only for us."

There were scoffs and huffs from around the room. Their leader finally stood and waved the young herald quiet. "I've been told you might be paying me a visit. Must say, I did enjoy the spiel. Change the vampire, change the world. All very inspiring. But, I'm afraid you'll find that my chaps are very loyal to me. And we don't take kindly to those who go around killing our own kind. So, I suggest you shove off. Because, even though you do look like you could win a few fights, I'm not impressed."

The young vampire looked down at his aggressor with an easy smile. "It's not my place to impress you. It is only my honor to bring you the message." His eyes began to glint with anticipation. "Perhaps your…um…heart will be swayed be his… words. May I present the Magister."

An older, distinguished looking man emerged from the group, flashing a charming smile. At eye level with the vampire he intended to dethrone, he was not a small man. But, as he came to stand beside his athletic spokesman, the impression he gave seemed less than impressive.

"I do apologize for the enthusiasm of my young entourage," he said cordially with his smooth British accent. The strange man lifted his right hand and stroked his herald's cheek with the back of his fingers, as if rewarding a loyal dog. "They always get a bit excited when we are about to welcome new recruits."

The vampire crime lord shook away the disturbing image before he spoke. "Listen, I don't know if you've got a block or something, but I already said you and your… pets… can shove off. You don't want to try my temper, Mag… whatever he called you."

"Ah yes, the pretentious name," the gentle face smirked. "I guess that's what I get for having a professor of dead languages join the ranks. They always want to give everything Latin names. My young men have taken to using it for me, though, if you like, you may refer to me as Teacher."

The other vampire looked at him and blinked. Suddenly, he began to roar with laughter, the others in the building joining in. As he laughed, Magister simply watched him with what could only be called a kind, sympathetic expression. The laughter soon died down and the vampire boss suddenly took on a very dangerous look.

"Are you planning to teach us something?" With a wave of his hand, his men began to close in on the smaller group. "I think I'd rather just refer to you as dust."

On his threat to their master, the small group drew back unexpectedly, leaving the Teacher completely undefended. This was something the vampire lord didn't understand, as his men moved into positions to lend him aid and protection.

The stranger cocked his head to the side and stated simply, "I like your coat."

Behind him, his followers smiled and gave expectant and excited grunts and chuckles. All of this was even more disconcerting to their leader's opponent than their previous behavior. But Magister's followers had come to know that statement well. They had watched him strip opponents of this garment, one after another. It was his trophy, the skin of the slain beast, the crown of a fallen king. So they waited, knowing that their interference was far from needed and, even if they tried, it would only incur his dangerous wrath.

The eyes of the older vampire lord suddenly flashed with fear as he began moving back. He shouted an order, and six of his men descended on the intruder from all directions. Magister dropped to one knee and threw his hands out to each side. With a shouted incantation, he was encircled by a blaze of fire that his six attackers could not hope to avoid. As the bright flash faded in the dark room, he stood alone and slowly advanced on his intended target.

"What the hell are you?"

"I like you coat," he repeated in a low growl.

"My coat? Yeah, sure," the older leader was visibly shaking as he quickly shrugged out of the dark, heavy overcoat, "It's yours." He began to look more confused as the vampire sorcerer before him did not immediately take it. With a sudden realization, he dropped to his knees offering the garment up with both hands. "It's all yours."

A cheer erupted from his followers as the Teacher took the offering and turned to return to them. He tossed the won tribute to his young lieutenant, and muttered, "I cannot abide cowards."

As if on a cryptic order, a stake flew past, nearly grazing his arm, and drove into the fallen vampire's heart. Even before their leader turned to dust, the new recruits were following their strange new master out the door.




"What is he doing?" Wesley asked Angel as he slammed a newspaper onto the stack that covered the counter. "Attacks on a university? Only professors and athletes targeted. The police don't even know if anyone was killed because no bodies were left behind. Does any of this make sense to you?"

"They're all dead," Angel whispered sadly. "All turned. He's making soldiers. Selectively recruiting for strength, skills, and intelligence. He's building his army."

"But it doesn't make sense. Why hasn't he attacked us yet? I thought we'd have an opportunity to stop him before he started killing innocent people."

"He finally has the chance to go into a battle with the odds on his side. It's something the man never had in life and he's savoring the power of it. Trust me, he knows we're watching and waiting for him. I just wish I could find him first and spare Buffy and the others."




"What do you think, Boss? It's perfect, right?"

The vampire Watcher looked up at the castle-like structure of the large hotel. "Is the building as sound as it appears?"

"Solid stone. The story is some rich freak a while back decided he wanted a castle. So he bought one in the old country and shipped it here piece by piece to be rebuilt into this place. Never survived to move in though. But, I figured, where better than a castle to serve as the home of our immortal king."

His features slipped into a soft smile at the unabashed flattery. "It seems easily defendable and large enough to accommodate our needs. You did well, My Boy." The young vampire visibly shivered at the praise. "Now, shall we make ourselves at home?"

The sun had set outside, and the lobby was busy as employees worked to please their visitors. An assortment of patrons hurried about the large space, men and women in business attire, couples on holiday, and families who looked as if they'd saved for years to afford such a decadent place. All different, yet their reactions very much the same as the room quickly filled with strange and dangerous looking creatures.

"Please," the kind, accented voice filled the room, "there's no need to fear. My children will not harm you. We have only come to see about making this fine establishment our new home."

True to their master's word, the others simply stood around the perimeter of the room and watched.

"Hey!" a uniformed woman approached. "I don't know what's wrong with these… people. But you look like trouble to me, and I don't like trouble in my…"

The manager froze and her words failed as she was captured by the intense green gaze. "I'm sure you do your job quite well," the Teacher said softly, "but this place is no longer yours."

"Yes sir," she mumbled numbly.

The vampire's gaze fell upon another in the room. This man was much older. He wore a plain green sweater and his short grey hair was covered by a cap that proudly displayed the insignia of a battleship. He leaned on his cane and regarded the newcomers with much more annoyance than fear.

Magister smiled cordially at him. "I sense a warrior in our midst."

"You could say that, young man. Career navy."

"Then you are owed much thanks. Those who willingly stand to fight against the evils of this world seldom get the praise they are due."

"Didn't do it for praise." He swung his cane around indicating the strange newcomers. "And I sure didn't do it to spend what's likely to be the last vacation of my life being harassed by you and your gang of miscreants."

"Quite right. You may go about your business with no interference from us. May I ask one question before you go?" The old man gave a quick nod. "Will you permit me to know what your NEC was?"

His brown eyes lit up at the use of the military term. "A fellow soldier, are you?"

"In a way."

"I was a radio man. Spent my first couple of tours on battleships. Finished out my career as an instructor. I can still do anything you'd ever want with a radio. The bastards retired me when my hands started shaking too much to work with all the tiny components."

"But I see a well worn wedding band on your finger. Surely, you are happy to spend the rest of your days with your lovely bride."

The old man sighed heavily. "She was certainly the best part of me. Married me when she was seventeen and followed me around the world with not so much as a grumble. I always meant to bring her here. Been over a year now since she died on me."

"I am sorry for your loss." The old man shrugged. Magister stepped in closer, his voice low and sensual. "They took away your students and your wife has gone on ahead of you. It seems wrong that a man such as you should live out his days with nothing, when you obviously have so much left to give."

The old man cleared his throat, emotion threatening to show through his tough veneer.

"What if I could offer you more? What if I could offer you a never ending line of students eager to soak up the knowledge you can give them? What if your legacy and teachings can go on forever in this world? And what if, at the same time, I can send your soul to reunite with your lovely wife? You will never feel the pain of losing her again."

The old man chuckled, but the tears in his eyes said he wanted to believe the penetrating and seductive words. "How do you propose to do all that?"

The vampire raised a beckoning hand, and a beautiful, young, blond woman approached them. "My Dear, will you please show our new friend here the wonders of our immortal life?"

"I would be pleased to, My Lord." She raised her chin to receive a sensuous kiss from her master before turning her full attention on the enraptured old man.

Magister turned his attention back to the room. "Let this be today's lesson. Never underestimate value based on appearance. Wisdom is just as important as strength."

"Yes sir," his followers shouted as one from around the room.

"Now go. Turn those who would be useful. Feast on the rest. Clear the building." He disappeared into an elevator with a wicked grin as the glorious sounds of fear and death echoed throughout the lobby.




Angel rushed out of the office with a loud bang, making Dawn jump and stopping the sparring match between Buffy and Faith. Well… Faith was sparring, Buffy was trying to work out some of the fear and anger balled up in her chest.

"I just got a call from Cordy," Angel answered their questioning looks. "She's had another vision."

Buffy swallowed hard, the drink she had taken from her water bottle going down her tight throat like a rock. "Was it about… him," she asked with trepidation.

Angel nodded slowly.

Dawn sat up straight, preparing for the coming news. "What did she see?"

"Cordy said it wasn't clear. She sensed that the city around her was burning… And she saw a great battlefield, us on one side and Giles surrounded by vamps on the other. We fought, and at the end we were all dead… or worse, and he was moving on to the rest of the world."

"So it seems you were right," Wesley said soberly as he descended the stairs, closing the book he'd been reading. "He is building an army."

Unable to find a suitable release for her anger, Buffy threw her water bottle across the room. "So your 'Powers' send a vision telling us he's got help and we're all gonna die. Two things we already know. What good are they?"

"There was more," Angel said in a rush of breath. "According to Cordy, when the vision seemed to finish, everything rewound and played again. Only this time we won."

Wesley removed his glasses. "What was the difference?"

"The only thing she could tell was that there was one more person standing with us. She tried her best to make out who it was, but she said every time she looked straight at them it was like everything went haywire, the whole vision turned to chaos."

"Chaos," Buffy repeated in a whisper.

"Does that mean anything to you?" Wesley questioned.

She shook her head, "I don't know."

"Well…" the ex-Watcher replaced his glasses. "Willow and I have been making progress upstairs. We will soon be ready to attempt a spell to locate him. The one problem is that we are not sure how his energies were changed at the time of his…uh…death. However, it should be simple enough to find the location of the soul, and thus him. That is, assuming he has it with him and has not… destroyed it or anything."

Dawn couldn't restrain a quiet sob at the thought. Sliding down next to her, Faith wrapped an arm around the girl. "No worries, Chick. Never gonna happen. Even if he is just a glow-worm in a jar right now, our big guy has more guts than any demon out there."

"I know," the girl whispered. "But what if the vision is right? What if we figure out who this other person is and we win? Does winning mean we get Giles back, or we kill him?"

"I don't know about you," Faith grinned, "but getting our super-Watcher back is the only thing I'll ever count as a win."

Wesley approached Angel and whispered low enough to keep his thoughts from the others. "You said that we were all dead or worse… I'm assuming that tells us he means to make… allies out of some of us. Do we know who he'll be targeting to join him?"

"Cordy didn't say."

He glanced back at the three girls in the room and sighed. "We don't even have the luxury of assuming he's thinking like the Giles we knew anymore."




"What's up with you, Justin? You're so jumpy tonight."

The young man with jet black hair smiled at his friend. "I don't know. You ever get the feeling you're being watched?"

"Of course you're being watched, you're the Sensei."

Justin glanced around at the members of his advanced class with pride. Some he had already seen achieve the honor of earning their black belts; most were on the verge of doing so. After devoting all his life to the study of martial arts, it still amazed him how much pleasure it gave him to pass that knowledge on to children in a city where he had never expected to end up.

"It's not like that," he whispered. "I know how it feels when the class is paying attention. This started earlier this evening during the beginner's class and hasn't gone away."

"I think you're paranoid."

"Hey. Just because I made you my assistant, doesn't mean you're too good to run laps."

The tall girl straightened her white tunic under her black belt and bowed with a smile. "Pair up for sparing!" she called.

A large, plate-glass window at the front of the dojo shattered and three men with strangely distorted faces rushed in.

"Get them out!" Justin ordered as he halted the progress of the first with a spinning leg sweep.

"What about you? These freaks must be on drugs. You can't fight them by yourself!"

"Get the kids out! They're more important!"

She quickly obeyed, ushering the students out the back door as their Sensei defended their exit. Justin continued to fight, holding his own against the three vampires with a variety of effective fighting styles. He was quickly getting frustrated, these guys kept coming back from blows that would have knocked a normal person out, when he noticed a strange gentleman leaning against the wall and watching the fight.

With a snap of the stranger's fingers, the vampires halted their attack and stepped back. He slowly walked up, letting the young Sensei catch his breath.

"It is an admirable quality in a man. The willingness to give up his life for the sake of his charges," the gentleman said, as if to a friend.

Justin looked at him suspiciously and panted, "I have no intention of giving up anything tonight."

Magister grinned. "Yet you send all possible backup away and stand to face multiple and superior opponents alone."

A small smile settled on Justin's lips. " Confront them with annihilation, and they will then survive; plunge them into a deadly situation, and they will then live. When people fall into danger, they are then able to strive for victory."

"Sun Tzu," the vampire chuckled. A distant look passed over his face. "I believe none of my students have ever quoted The Art of War to me."

"Yes, well… I find the student to be a good reflection of the master. What are you people anyway?"

Magister laughed out loud. "True. But I intended to remedy their shortcomings very soon." He slowly circled the young man. "These are mere foot soldiers. I have no doubt that if they'd not been called off, you would have found a way to defeat them. One tiny bit of knowledge that might help you, though." He tapped his chest with a pair of fingers. "A bit of wood through the heart. The most efficient way to dispatch one of our kind."

"You mean like a vampire?" Justin laughed.

"I've been watching you for a while now. The way you patiently correct and instruct your students. The way you subtly demand their attention." His green eyes sparkled as he stopped in front of the young Sensei. "I have been looking for one like you. I've found willing and skilled soldiers, but a commander to stand at my side has been hard to come by."

"What, so you attacked my class to test me? If you wanted to know my skill, why not try me yourself?"

Magister smiled. "To quote Sun Tzu once more… Supreme excellence consists in breaking the enemy's resistance without fighting. "

"And yet, when I look at you my mind drifts more toward Gandhi," Justin smirked. " It is better to be violent, if there is violence in our hearts, than to put on the cloak of nonviolence to cover impotence."

"Your abilities of perception defy your youthful looks." The gentleman bowed. "Shall we start with Judo?"

The vampire attacked and Justin held him at bay with an array of skillful holds and throws.

"Tae Kwan Do!" the younger man shouted, and both shifted to a style consisting mostly of high aerial kicks.

The vampire agilely flipped away from a strike yelling, "Capoeira!" His three followers cheered as both combatants performed beautiful, dance-like flourishes of acrobatics.

Justin tumbled to a wall and grabbed a pair of short, wooden staffs. "Nguni Stick-fighting!" Magister quickly found another pair of weapons and defended expertly against the onslaught of fast and sharp attacks. Finally, an impossibly hard strike snapped a staff and the weapons were thrown aside.

"Krav Maga!" the vampire roared, and they descended into what looked to be the
most deadly effective street fighting any of their spectators had ever seen.

The action suddenly halted with Justin wrapped up in the long arms of the larger man standing behind him. It was the most unbreakable hold he had ever felt in his life. He panted hard for breath and was amazed that his opponent didn't seem to be breathing at all.

"I have to hand it to you," he managed between gasps. "A man that looks like you shouldn't be able to handle all of that. But I still don't know what you want from me."

Magister's whisper was low in his ear. "I want you to be my strong right arm, to stand beside me for all eternity and lead my army to victory. I want you to be mine. Because there is one more thing I remember from The Art of War. Regard your soldiers as your children, and they will follow you into the deepest valleys; look on them as your own beloved sons, and they will stand by you even unto death. " The demon showed his true face as his teeth grew into sharp fangs. "I mean to sire you, and you will stand with me as a son."

Justin trembled at the first prick of the fangs carefully piercing his neck and almost tenderly beginning to drain the life from his body. The fiery, yellow eyes of his sire grew bright with joy as he feasted on the young, strong blood. He smiled around his fangs when the young man began to take the offered blood from the cut on his arm just before going limp in his embrace.


5. Wicked Trouble

Xander held the shaking form of Dawn in his strong embrace. Seconds after her scream echoed through the building, Angel, Wesley, and Buffy sprinted into the lobby from all directions. Each pair of trained eyes scanned the area for danger, but found nothing.

"What happened? What is it?" Buffy rushed to help calm her sister.

Xander's voice trembled as he held Dawn's head securely to his chest. "Dawnie here was… We were getting a little restless, what with the waiting and all. So, I decided it was a good time to give her that crossbow lesson I've been promising. We went to the weapons cabinet to pick one and…" His voice seemed to get stuck in his throat.

Angel and Wesley approached the cabinet and carefully peered inside. "It's empty," Angel looked at his associate with confusion.

Wesley's attention was pulled to the floor as he stepped in a slippery substance. He crouched to examine it and whispered, "Blood."

"Yes. Smells very fresh, too."

All eyes went to Xander, then slowly followed his gaze to the high ceiling above them. There, they discovered the sight that had torn the blood-curdling scream from the girl. All of the sharp bladed weapons had been driven into the ceiling where they held in place the spread eagle body of a man in a dark suit. The corpse had been displayed like some giant bug pinned to cardboard for study.

Wesley jumped back as a large drop of blood fell toward him. "My God," he breathed.

"No," Angel whispered, "this is not the work of God."

"Can we go back to the waiting part?" Xander whimpered.

Buffy moved to get a better look at the corpse. "I don't understand. I've never see this guy before. Does he plan to terrorize us by leaving random corpses around for us to find?"

"I don't think so." Wesley cleared his throat. "We've encountered people similar to this man in our work here. This is a message for us. And I believe it has a two-fold meaning. First, he wants us to know he hasn't forgotten about us. And second--"

"Wolfram and Hart are trying to court him," Angel looked to the ex-Watcher for confirmation of the theory.

Wesley nodded. "And I think it's safe to assume he's rejected their first offer."

"Geez," Buffy mused, gazing at the ceiling two stories above her. "How did he get the guy up there in the first place?" A sob from Dawn brought her back to the situation at hand. "Xander, take Dawn upstairs. Hang in Willow's room for a while and let us handle this." The boy began to move, careful to keep the body from his young friend's view. "Wes, find Faith and go get whatever ingredients you still need for that locator spell. Be sure you guys get back before dark. If he's upping his game, I want the others to have as much protection as possible."

"We'll be as quick as we can." He rushed up the stairs the find the other Slayer.

Finally, she spoke to the vampire as they both stared upwards. "So… How do you suggest we clean this mess up?"




"I thought you said he was one of the most capable agents we had."

"He was. Apparently, vampires don't abide by the 'don't kill the messenger' rule," Lilah smiled sarcastically at the handsome, young lawyer across from her.

"Neither do we," Lindsey grinned. "Just tell me it wasn't a total loss."

"It wasn't a total loss… The tracking chip and follow team we placed on him gave us a good idea of where he found our vamp. But, what's better is where the body ended up."

Lindsey opened the report from the surveillance team and took out a picture. "So this is our guy, huh? Funny, he doesn't look like the normal ancient and powerful type that usually goes for the big plays."

"That's because he's not. When I found out he took our agent's body and left it at Angel's place, he has guests by the way, it wasn't long before I figured out who this mystery vamp is. What you are looking at, Lindsey, is what's left of a man named Rupert Giles. He is, or was, the Watcher to the current Slayer, and until almost a week ago, was alive and well."

"You're kidding me. This vamp is less than a week old and others are already following him?" Lilah nodded to him slowly with a knowing look in her eyes. "A Watcher turned vampire," he chuckled, "the Council must be wetting themselves by now."

"That is precisely why we have to step up our efforts right now. We need to bring this guy in before they get a chance to take him out. I mean, the possibilities with what this beast knows… The Senior Partners would love to get into his head."

"I've got an idea," Lindsey said cautiously. "It will be risky because if we loose the asset before she completes her purpose there will be hell to pay… literally. This vamp king obviously won't respond to a human, so what if we send him a vamp queen."

Lilah chuckled. "Wow, looks like you may be growing a pair, Lindsey. You're right, if he kills her, we'll be toast." She picked up the phone. "Yes… Can you please inform Drusilla that I'd like to speak to her?"




"Shh, Dawnie. It'll be all right." Willow rocked the younger girl in her arms and stroked her hair. "We'll all get through this."

"I know," Dawn sniffed the last of her tears. "It's just… how could he do something like that? It's so not like Giles."

"That's because it's not him." She stared into the youngster's eyes, willing her to understand. "Until we can put things right, it's not Giles. No matter what he does, you have to keep telling yourself that. Over and over." Willow placed a hand over Dawn's heart. "You have to protect him here. That's where this demon will try to hurt Giles the most. He'll try to take our memories of him and the love we all have for him. Don't let him, Dawn. Don't let him take Giles away from you."

"She's right," Xander sat between them and put his arms around both girls. "We owe that much to the G-man. We all know him well enough to know when it's not him."

Dawn let out a giggle at his muddled, yet comforting sentiment.

"It will be over soon," Willow smiled. She pointed at a sacred circle she had set up on the floor. "As soon as Wes gets back with the final ingredients, we'll do the spell and go get him back."




Dawn and Xander came down the stairs just as Buffy set the last of the thoroughly cleaned weapons back in its place. Angel was speaking to her.

"I know of an oracle that may be able to help decipher Cordy's vision. The sun will be setting in a little. I'll go there and hit as many contacts as I can tonight to see if they've heard if he's stopped moving around and settled anywhere yet."

"Sounds like a plan," Buffy said in a subdued voice. She turned to the others. "Wes checked in. They're on their way back and should be here any minute."

"Good," Xander smiled. "Willow sent us down to check on that. I think she feels better now and can't wait to get in on this."

"That's great. At this point she's our big gun." Buffy placed a hand on her sister's shoulder and was reassured with a strong, determined smile. "I'm gonna walk Angel out and seal the sewer access behind him. You guys hang tight 'til Faith and Wes get back."

"We'll be ready for them," Dawn called as the Slayer and vampire headed for the basement.

The sun had set when Wesley pushed open the doors. "We got back as soon as we could," he smiled at Dawn. "Anything new?"

"Not really. Angel's headed out for the night and Willow's been waiting for you upstairs."

Faith chuckled. "I'll run the stuff up to her. I know how she feels. I've been itchin' to get this rumble started, too." She sprinted up the stairs, but was stopped before she could go any farther. "Hey!" she yelled as four large vampires tried to grab her.

At the same moment, Wesley was wrapped up by two that had appeared behind him and Dawn struggled in the arms of one more. The girl screamed as the monster that held her lowered his fangs to her neck.

"Wait," a gruff voice yelled, "Our orders! They belong to the boss."

"Screw the orders," Dawn's captor hissed. "I'm hungry."

Faith vaulted the banister, jumping from the second floor, and raced toward the struggling girl, knowing she'd never get there in time. She slid to a halt as a large hand roughly grabbed the hair at the back of her target's head and pulled the fangs away from vulnerable flesh. Before anyone could blink, the strong hands had broken the offending vampire's neck and twisted with enough force to decapitate him, leaving only dust.

"Justin," Dawn's savior called in a conversational tone loud enough for everyone to hear as he dusted off his hands. "Tell me, were my instructions in any way unclear?"

"I'm sorry, Sir. That was a new recruit. He never should have been allowed on this raid."

"In future, let us make sure that either you or I meet each of our recruits to ensure stability and reliability before important endeavors."

Dawn turned to look at her rescuer and sighed, "Giles."

He smiled at her, then motioned Justin to hold her. Magister took a stumbling step forward as a heavy weight collided with his back. Strong arms wrapped around him and attempted to hold onto him with all their might.

"You got a jump on me, Xander. I'm proud of you." He stood up to his full height, dangling the young man's feet in the air. "But where is your stake?"

"We don't want to have to kill you," Xander begged breathlessly in his ear. "Just stop doing all this and come home. We can fix everything."

"And what if I think there's nothing to be fixed." The vampire flexed his arms out and Xander flew back, colliding with a wall. He slumped against it, cradling his left arm.

"That's enough," Faith called, striding toward him. "Don't make me have to do something I don't want to, Big Guy."

Magister held his hand up, palm facing towards her and called, "Serpens!" From his palm flowed a stream of energy in the form of a huge, constricting snake. The magickal snake wrapped itself around Faith and held her fast, lifting her a few inches off the floor.

He approached her and caressed the snake's head as she squirmed. "I wouldn't struggle if I were you. The more you fight, the tighter she will squeeze until you won't be able to breathe at all. And that would cause me much distress." He leaned into her and inhaled deeply, lightly nuzzling at her neck, and whispered, "You smell of mother's milk to me, Faith. You nourished me when I was weak. I have not forgotten your gift."

Faith tried to fight down her body's startling reaction to this level of intimacy with him. "You know I'd do it for you again," she whispered back. "Come back and I'll take care of you just like I promised."

The vampire shook his head slowly. "It is you who will come to me. I know your darkness cries out to join with me. When you are ready to shrug off this charade of repentance, you will find me. And I will take your hand and show you the world you were meant for."

As he spoke, Faith could not pull her eyes from his intense, green gaze. His words seemed to wash over her and fill her with desires she didn't even know she could still feel. He began to back away from her and all she could do was nod.

"Now," he announced, turning to Dawn, "where's my prodigal Slayer?"

Dawn shuddered as he looked at her with cold eyes. "Sh-she should be back any second," the girl squeaked.

"Let's see if we can hasten her return, shall we?"

"Giles!" Wesley yelled, having given up his attempts to escape the vampires that held him. "Leave the child alone. If your intent here is to cause more pain, do what you will to me."

"I am impressed, Wesley," the demon chuckled. "You have come a long way from begging for your kneecaps. I feel I should be proud." He lightly ran his fingers down Dawn's arm and brought her delicate left hand to his lips to grace it with a soft kiss. "You forget I too was once burdened with your calling. You will do as we all must. Feel the true pain of having to watch." With a smile at Dawn he whispered, "Now, call your sister for me."

"B-Buffy!" Dawn cried with all the trembling voice she could muster.

The vampiric Watcher clicked his tongue. "I think we can do better than that, Dearest." He slowly, caressingly wrapped two thick, rough fingers around her pinky and yanked to the side.

The girl's scream of agony echoed through the building. Softly stroking her hair, the demon whispered soothing sounds to her. After several moments, he moved to her ring finger.

Dawn began to shake uncontrollably. "No… no more… please," She whimpered. A quick snap and her cries brought tears to all who were helpless to stop her pain.

"Giles!" Buffy shouted from the basement doorway. "I'm here, leave them alone!"

Before turning, Magister whispered, "Sleep now," to his young victim and she slumped unconscious into Justin's arms. "Ah, Buffy… What a pleasure it is that you could finally grace us with an appearance."

"I'm the Slayer. Everything that happened to you is my fault. If you need revenge, take it out on me." Her eyes quickly scanned the room, automatically calculating the risks from the multiple vampires.

"Don't mind them," her Watcher chuckled. "They are just here to observe the session."

"What session?" Buffy asked with confusion.

"You see, I was making out my schedule earlier and realized I've been neglecting my duties. I believe it's over a week since I've given you a proper workout. So, I came to make sure your training stays up to par."

"If I'd known this was a social call, I would have started some tea," the Slayer ground out stiffly.

"What should we start with tonight?" Magister shed his coat and strode to the weapons cabinet. "These have all been recently cleaned. Wonderful job," he chuckled.

"Giles…" Buffy began cautiously.

"I do wish you would stop calling me by that name." He looked back at her, letting an angry blaze creep into his eyes. "Your Watcher is dead. I have a new name now."

"Magister!" his followers suddenly chorused.

He chuckled, regaining his sense of humor as Buffy stared around the room with a blank expression. Wesley cleared his throat. "It's Latin…" he clarified for the others. "It means Teacher."

"Yes," the vampire grinned. "Not the most inventive, I know. But they seem to like it. Now, I think it's time we returned to the quarter staff."

He tossed a fighting staff to Buffy who caught it easily. "Last time we tried this I knocked you on your ass repeatedly, Old Man. You sure you want witnesses?"

"I fully expect you to try to kill me for what I've already done." He bowed and held his weapon at the ready. "Shall we?"

Buffy reacted just in time to block his first blow and went on the offensive. She tried combinations that had been tried and true against him before, but he only blocked every move with unerring accuracy, grinning all the while. As she began to feel the first pangs of frustration, she mentally shook herself. Realizing she was holding back as she always had so as not to hurt Giles, she let out a grunt, throwing her full strength behind each blow.

"Better," he used his instructor's voice. "Now, show me what you've learned over the years."

The Slayer suddenly found herself on the defensive. It was all she could do to block his powerful strikes. She was being forced back, and spun away to regroup. He slowed patiently to let her come at him again. Buffy leapt forward.

"You're still dropping your guard when you go to the left," he said as he drove his staff into her ribs and sent her flying across the room.

Buffy regained her feet. Her staff was nowhere to be seen, so she reached for a short sword that was displayed on the wall and rushed back toward him. "You know, you're starting to get on my nerves. And by the way, as far as I'm concerned, my Watcher is still alive, and he's going to kick your ass right after I'm through."

Magister laughed as he parried her slash and caught her by the throat in his iron grip. With one arm, he lifted her and threw her. She collided with a support column, half way up, and crashed to the floor in a heap. "I am now realizing why you seemed to enjoy our sparring sessions so much more than I did. There's not nearly so much pain when the match is equal."

Buffy collected her sword and ran at him. "Stop saying I hurt him," she screamed with tears in her eyes. Not realizing he had opened up his defenses, she stumbled back in shock as her sword stayed behind, securely lodged in his chest.

"You see, Slayer," he said calmly. "This is why you will lose. Instead of harmlessly stabbing me, you could have used this weapon to take my head and ended this nightmare once and for all. No wonder you were such a disappointment to him." In one swift motion he pulled the sword from his chest and threw it, piercing her thigh. The moment she hit the ground he was on her. "Don't worry, Luv," he whispered in the ear of the girl pinned beneath him, "Your time has not come yet. I think he would want you to suffer as he did. But don't worry," he stroked his fingers tenderly through her hair. "I will give you the rest you deserve very soon."

Buffy could barely see through the tears in her eyes as she felt his weight leave her. On his nod, the rest of the room cleared of vampires. Wesley was quickly at her side.

"Thank you all for a most enjoyable evening, but I only came to retrieve something precious I had left behind." Magister walked to the counter and waved his hand over a small area. The urn containing Giles' soul appeared and he picked it up. "Just a tiny glamour. I take it the lovely Willow is still recovering. If she'd have come down, she would have seen through it easily." He smiled at the murderous look on Wesley's face. "I'll be seeing you…" And, in a bright flash of white light, he was gone.

"Faith!" Wesley shouted.

"Already on my way, Wes" she replied, bounding up the stairs.

The ex-Watcher helped Buffy sit up. When she had braced herself, he pulled the short sword from her leg. He then ran for the first aid kit.

Faith appeared at the second floor banister. "She's nowhere to be found. Looks like the soul wasn't the only thing he came back for." She sprinted down to help Xander with Dawn. "And what's with all the creepy parlor tricks? Did you guys know he had that kind of voodoo workin' for him?"

"No," Buffy winced as Wesley tightened a bandage around her leg. "I guess we know for sure now that Cordy's vision wasn't exaggerating about him kicking our butts." She looked up and started giving orders. "Wes, I need you to take Dawn and Xander to the ER. Get them looked after."

"What about you?" he whispered.

"Slayer healing. I'll be all good. Besides, Faith and I are going to track those vamps. He was the only one that took the magick express. The others should be easy enough to follow."

Wesley took Dawn from Faith's arms. He smiled sadly down as the semi-conscious girl kept murmuring, "Not him... It's not him..."

"Sorry, B." Faith sighed. "But you're pretty much hobbled right now. I'll move faster alone."

"You're right. Just track them, though. You're outnumbered so be careful."

"You know me," Faith yelled as she sprinted out the door.

"Are you sure you don't need the hospital?" Wesley asked, preparing to leave.

"I have to make a phone call. I think I've figured out who was in Cordy's vision."

"Another friend?"

"No. An enemy."



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