Memory

Written by: Laura
*Status: This story forth season after spike got chipped.

*Rating: PG

*Relationships: notta

*Disclaimer: I don't own Buffy nor do I own any of the characters or settings.

Spike sat in the shadows in a beaten down, red, chair in his crypt. He was waiting for the sun to go down and didn't have much else to do considering the dorks in the initiative had broken his television set. The light from the sun still beamed in from a window above the stone coffin he sometimes used as a bed. It had been a useful hiding place when the commandos came in to look for him a month ago. His hand started to shake back and forth as he got board. He stood up, thinking to himself that he should 'get the circulation going… or lack there of ', and started to walk. As he walked from one end of the crypt to the other he thought about the last year or so. He thought of Angel, Drusilla leaving, and the bloody soldier boys who had put this buggering chip in his skull. And Buffy, the petite blond girl who invaded his mind more times during the day then he'd like to admit to, even to himself. The more he walked the more aggravated he got until, coming close to a wall, he punched the stone hard column with his fist creating a small cloud of dust into the air. Cor, he wished things where different somehow, he wished he was still with Dru and that things were simple like they use to be, he wished he had never even come to Sunnydale and met the slayer, he wished…. he wished…. He wished he hadn't punched that wall.

"Ahhhowwww!" He yelled, the pain finally hitting his brain as he rolled his eyes, bringing his fist up to eye level to look at the now torn up knuckles on his hand.

He looked up from his hand suddenly realizing how dark it had gotten in the room. Walking over to the window he saw the last of the suns raise go down the horizon. "Its about time." He said sounding slightly annoyed at the suns slow speed.

**********

Meanwhile in a dark alley near a warehouse a couple of blocks away, two teenaged boys, walked into the large buildings front doors with a loud creaking sound as they entered. The building was not unlike that of the factory; only an angry watcher hadn't burned down this one.

"Bobby…?" One of the two kids asked the other holding a book and a small brown bag.

"What is it Ted?" Bobby said looking back at his whining friend but still moving forward.

" You sure we should be doing this dude? I mean, I know your all excited about finding out about that book of magic and some stuff like that" He pointed to the book Bobby carried in his hand as they walked. "But I mean, what if this stuff is real huh? What if something happens?"

Bobby stopped and turned to look at Ted. "Look, if its real then we should, according to this book, become very powerful men. Isn't that what you've always wanted?" Ted look up at Bobby's face then back down at the large old book he carried.

"Yeah, but what if it's not?"

" Then nothing will happen and we can go home and watch some movies, K?"

Ted nodded and they both continued on again finally getting to the center of the warehouse building. Sitting down Ted looked at Bobby now getting assorted herbs, sands, stones, and medallions out of the bag. Bobby looked up to Ted when he was ready and both lowered their heads down in a prayer sort of manner. Bobby opened the book and as he started to read the old Latin words, he didn't have a clue what they meant.

As he spook, two bright neon blue eyes flew open in the dark earth below the wooden floor they sat on. The eyes looked up hearing the words Bobby was saying and then, slowly, the body the eyes where attached to, began to crawl upward.

Bobby had his eyes closed and was now getting louder with what he was saying. Ted looked up at Bobby as the ground beneath him started to shack and the wood started to bend, lifting him, up to his surprise. When Bobby had stopped and had realized what was going on, the ground all at once flew up throwing the unsuspecting boys to opposites sides of the room.

Bobby lay unconscious while Ted over in another corner was getting up from the floor. He stood looking for his friend but the only thing that caught his attention was the large creature that stood before him. Ted couldn't move as he was paralyzed with fear looking up at the lizard like demon with neon blue eyes dressed in what seemed to strike him as early Spaniard. The demons long neck looked down at Ted. It walked over and kneeled down beside him. Ted suddenly got scared jumping up to hit his back up against the wall hard. The demon had a smile on his scaly face as he crept up closer.

"Don't fear me," he said softly. As soon as he was done specking, a wipe like sound came out of nowhere and something grabbed Ted's hand startling him, it was the demons tail. Ted's eyes began to glow bright blue looking up toward the demon's face.

**********

"Ha, ha, ha, ha, ha, ha" Buffy rang out pointing at Giles. She was willing to believe that he had bought a new outfit, but was unable to contain her self when he had come out to show them.

"I'm going to have to say a big ditto on that one G-man". Xander agreed, not giving what he had just said too much thought. He was sitting on top the old couch that was placed in Giles's living room, but his outfit didn't look any better then Giles's. Buffy was still a little broken up but was making an effort to contain her self.

"But why?" She said looking at Xander then to Giles for the answer.

"Well, um…. I don't know actually … just felt it was time for a new wardrobe … if that's ok with the fashion camitee." He added taking off his glasses to wipe them clean.

"Yeah well next time leave poor ole fashion along and stick to the demons and things that go bump in the night." Xander said picking up a random old book off the coffee table for demonstration.

"Yes well speaking of, Buffy…how goes patrolling these days?" Buffy looked up at her watcher and smiled as she talked.

"Well… ach… hum… I've been Mr. Pointy-ing about an average of two vampires a night… I did math!" She blurted out sounding proud of her self. She settled down. "Thing's are kind'a slow now a days." Willow looked up from the kitchen to Buffy then to Giles holding up a cup of tea.

"Tea?" She said excitedly with a smile. He shook his head no.

Giles continued. "O ah, right, before I forget there was one thing." Buffy looked back up to him. "Earlier this evening there was a rather large storm over Sunnydale." Buffy looked to Willow.

"And we're worried about lil' pellets of water hitting us into the hellmouth Giles?" Buffy said; Giles just looked to Buffy slightly annoyed.

"No Buffy, the point is that there is no storm around here now!"

Xander spoke up from the couch. "They call it wind Giles."

Giles looked at Xander for a moment then going back to his point at hand. "But the storm came and went in a matter of minutes."

Willow interrupted. "Giles, a storm is nothing to worry about… but if you want, I'll go all wigged anyways." She said with yet another smile aimed his way.

"O sod it!" he said. "How can I expect any of you to take me seriously in this outfit?"

"True." Buffy said, once again, putting her foot in her mouth. Giles was already giving a glare that said 'go patrolling…now!' "And maybe I'll go patrolling." She said getting out from her chair and walking out.

"Yeah I'll come too," Willow said looking to Xander who was already out the door, away from Giles's glares.

**********

Spike had waited a while now to get out of his crypt away from home and now he walked the street. He stopped, and taking out a pack of cigarettes from his pocket, started to light one seeing a small boy through the fire approach him. The boy looked up not saying a word as Spike shut the lighter. Spike could've sworn the little boys eyes where glowing blue but moved past the child anyway going into a near by alley. As he did Spike took a drag and blew out the smoke fully aware that the boy still followed. Spike was getting annoyed at this, fun is fun but he didn't have time. He had things to do; people to scare, and it didn't look like this child would have any money. Spike stopped and threw his cigarette into the corner, turning to look at the boy now in the shadows. He walked over to the little boy wondering who the hell this kid thought he was. The vampire stood there for a moment just looking at the boy until the boy's eyes glowed bright blue making a flash appear in front of his face. The last thing Spike heard was the sound of his own feet dragging along the cement paved ground.

**************

Spike's eyes fluttered open in the dark, his head ached, and his sense of sight was off. As he started to gradually come back into conscience, he notices the smell of old wood and saw dust in the air around him. Must be in a mill, he thought to himself as he looked around. He stood up quickly looking around the place but soon realized he was chained to a pole. He struggled to get free but it was no use, the chains were to tight and he was to weak from lake of feeding. He noticed he was on an upper level and many people were passing by underneath. He looked at them seeing all different types of demon and human forms about the place. They all had neon blue eyes and walked around like zombies as far as he could make out. One demon was passing by. "Hey!!" Spike yelled into his ear, the demon didn't answer as he passed on by Spike without a word. Spike started to get aggravated, and he pulled out his foot to trip the demon. The Demon fell to the ground with a thud. " 'Ello there! Buggering idiot, get me lose already!!"

"They can't hear you…" Ted said walking up to Spike. Spike recognized him at once as the little kid who had gotten the better of him before in the alley, the one with blue eyes. "You're here to work, not to annoy others that are busy…" He shrugged. " Like you soon will be. The Master Lethe will see to that."

The demon that had tripped to the ground, pushed him self off the ground and started to continue the way he was going. Spike looked from him back to Ted. " Yeah is t'at a fact? Well you tell your sodding master that'll have to dust me before I'll work for the likes of any second rate wanker who comes into my own personal hell mouth of a home town." Ted smiled and walked away into the shadows.

Spike looked around the building; he was on the second floor and chained to a pole near the stair well. He looked over the balcony seeing more humans and demons digging to there hearts content into the light brown earth. He wondered why they would all do this and not even care. He figured it must be a spell, and at that, he started to tug on his chains once again. The chains were fastened hard to his wrists and as he pulled, blood started to trickle down the sides of his hands. When the pain got too much for him to handle he gave up and slumped down to the floor, supporting his weight against the pole he was chained to. He looked up, cursing himself for not having the brains to eat before he went out.

In the distance, amongst the screams and sounds of working, he heard footsteps coming closer. He didn't even care who it was and stayed seated on the floor.

A large lizard shaped demon came out of the shadows from where Ted had last been and walked over standing before Spike. The lights from over head contrasted to the demons skin, making it seem all the more scaly and shiny all over. The demon was dressed in what looked like Spaniard looking armor and stood very tall, his eyes flashes a bright blue and silver every once in a while as he looked around.

Spike just looked blankly up at him not saying a word. He knew this demon, had read about him even, his name was Lethe and he had come over with the Spanish to settle and to open the hell mouth for some dark purpose. Spike had to give him credit for vision, but no one had heard from him, until now.

"You're a demon." Lethe said in a deep voice. He could speck English…. odd considering his outfit.

" What of it?" The Demon just smiled looking down at Spike.

"You'll be working for me." He said a slight smile across his lizard like lips. "We need strong workers for this job and I think you'll help out quite a bit with the opening of the…how do you say…hell mouth?" Spike couldn't help but smile; he knew better then most vampires that the hell mouth was in the Sunnydale High School library the slayer had gone to. "What is it?" the demon asked, referring to Spikes toothy grin.

Spike stood up, a slight jump in his step." Well mate, I think I can help you out, you and your lil 'job', I don't care about you …but I have information your going to need. Maybe if you untie me I'll give you a chance to have a go at that information." He said a cocky smile rising up.

"I don't need your information… I'll have all I need once we open the Hellmouth…and your starting to bore me." The demon replied thrashing his tail out and grabbing hold of Spikes hand. Spike felt a surge of electrical energy go through his body and was pulled down by the force of it onto his knees. For several seconds Spikes body was motionless until it jerked and he got up to his feet. He looked around, his eyes bluer then usual.

Lethe had walked away by now and only Ted remained holding a shovel. He pushed it into Spikes hand and pointed to the staircase after he had unlocked the chains. The blond vampire headed down stairs getting to the ground level, once there he started to dig like the other slaves around him. His mind was blank and the only thing that was in his head was the need to serve his master. He had got in front of a woman also digging in the earth. He sped up, digging harder and faster until one loud thump was heard above all other noises. The shovel Spike was carrying hit the woman ahead of him sending a large amount of pain through her head, as well as his. He stopped, grabbing his forehead, and clenching it as the motifaction chip did its work. The woman stood back up and with only a slight bump on her head she continued working. Spike on the other hand woke up from his trace looking around and wondering where he was, or who he was for that matter. He stood back up looking at all the people digging around him and figured he must have worked there or something. He didn't know why but something inside him was telling him he shouldn't be there. He didn't know what to think but took off his duster anyhow and continued to dig. He looked at the two children walking by and started to hear their conversation, although he didn't mean to.

" I don't know what you did Ted, but this is great." Bobby told his best friend. "But what about all the diggers? Won't they die?"

"Sure," replayed Ted quickly without emotion. "But it will be to a good cause." He said with an evil laugh as if his joke was funny. Bobby also spread a smile and they both walked upstairs. Spike looked back to the ground and thought. He didn't know much, in fact he didn't know barley anything now, but he knew enough to know that he shouldn't be where he was. He looked around to plan an escape seeing a small vent close to the ground. When he was sure the coast was clear he made a sprint for the vent, jumping up into it quickly.

He sat for just a second not even out of breath; he paid no attention to it, and then started to crawl his way out. Once he had gotten to a gate leading to the outside he pushed it open and jumped to the ground below. When he was sure no one was around, he stopped to look back up at the large building one last time. With out another moment's hesitation he picked up his legs and ran down the road to some lights in the far distance.

************

Buffy started to run across the dark grass along the graveyard she had all to well come accustomed to. As she carried a stake in her right hand she looked back ever so often to see if anyone was following. Suddenly a shot of pain went throw her chin as she was punched from the front. She stumbled back standing in fighting stance to the one who had hit her. The vampire stood ahead of her smiling. "No use running 'lil girl." Buffy was stunned.

"'Lil girl? Did you call me little girl? … The correct term." She punched high into the air towards his face making contact. " Is slayer." She round housed again, this time making contact with his chest. The vampire fell back hitting the ground still in shock, he scrambled up trying to run but was pulled back by his shirt. "You know…" Buffy continued holding the vampire in one hand and a stake in the other. "What's so bad about being little?" She punched him forward into a tree making him fall back to the ground again. She stood before him starting to look board and twirling her stake in one hand. "When am I going to get to have some fun?" she asked the new vampire "I mean you guys are just so…" But was cut off as another vampire grabbed her neck from behind.

"We're what?" a grim voice said into her ear.

"Like I said ... " she pushed the stake behind her into the second vampire chest making him disappear into a heavy cloud of dust. "Too easy." She looked back to the tree seeing that the first vampire was gone and running away down the sidewalk. Taking her cross bow from behind her back, Buffy shoot the arrow, sending it flying straight into the vampires back. She turned to see Willow and Xander coming up. "Hey guys!" she said, the vampire turning to dust as she walked over. "Well I guess I got my quota for the night." She said with an almost disappointed sound to her voice. She looked to Willow who seemed to be having a serious thinking session at the moment. "What's up Will?" Willow looked up to Buffy.

"Oh, sorry Buffy, it's just that I…I haven't seen Tara lately and I was starting to worry that's all." Buffy looked to Xander for any help in the moment, but finding none she looked back to Willow.

" Well, I'm sure she's around here somewhere, she'll turn up, I mean…" She continued with a bite more peep in her speech. " She's a big girl, all collage-y and stuff."

Xander finally spook up. "Yeah, don't worry Will, besides…I got you beat! I haven't seen Anya, she's probably in my room… right now…but hey, its ok, you all are much more…" Buffy interrupted.

"Ya wana go check?"

"Yes please…" he replayed. Making it sound a lot more desperate then he meant it to.

Buffy and Willow both looked at each other knowingly and smiled. "Ok Xander, go ahead back home, I think I'm done here for tonight. Willow and I will go back to the dorms and then I'm going home." Xander nodded to them and turned around to walk off. He almost tripped over himself he was in such a hurry to get back. He waved goodbye and left.

Willow and Buffy both turned, rolled there eyes at one another and started to walk. It was convenient that the graveyards in Sunnydale were all connected and next to places, liked for one, the collage and main streets of Sunnydale. It made it a lot easier to get around and do the things that needed to be done, certainly if you were a slayer. Willow spook up as they walked. " You know, its strange you only got…. What was that when we were coming up? Two?"

Buffy nodded in agreement. "Yeah will, its like the vampires in this town are trying to bore me to death, hey, do you think that's there secret plan!" She said sounding sarcastically hopeful.

Willow smirked. "Buffy…. I'm sure its not that… but Giles is starting to wonder, its usually 4 or 5 you get… sometimes 3…but your only getting 2 now a days."

"Are you saying that the vampires in this town might but up to something wills?"

"I'm not, but I think that…" Buffy stopped Willow in mid-sentence putting her hand up in front of the red heads face to quiet her.

The slayer looked ahead of her, seemingly staring at something in the distance. "Will?"

"Yeah Buffy…" She said timidly trying to see what Buffy was looking at. In the distance, a man walked down the street, he was wearing all black clothes. He's hair was Bleach blond and Willow recognized him immediately. He seemed to look lost; he was looking around like he didn't recognize anything. Almost like one of those tourists that came to Sunnydale in the summertime. "What's Spike doing?" she asked Buffy still watching.

" I dunno Will…let's go see." she said starting for the street ahead of her. Buffy was the first to get to him.

Spike turned to them as soon as they got close enough for him to see. He didn't recognize either of them, the blond looked pissed, and the red headed girl looked like she was confused.

But this didn't convince him that either of the two we're there to do any good, so he did what any man would have done at this point, he ran.

Buffy spirant forward and caught up to him immediately punching him up against a brick wall he happened to be passing at the time.

The blond vampire hit the wall with his head and would have fallen over if Buffy hadn't been there to hold him up by the cuff of his collar. " Hey!" She spook up, her voice familiar but yet… unrecognizable. " What's the deal Spike? What have you been doing that would make you think that running off would weasel you out of it?

" What?" He sounded confused and disoriented.

"I mean, what did you do Spike! You've got that guilty look on your face."

"Is that my name?"

At those four words, Buffy's grip loosened. She was startled at he's response. " Spike, stop playing games here, I asked you a question..."

"And I want to answer..." just then Willow walked up behind Buffy. " Who'r you?"

Willow looked to Buffy quizzing. " Is he serious?"

She turned to her friend "No. He's not he's… just playing some game…" Buffy turned again to her victim up against the wall. " Ok Spike, talk… what's the deal with the amnesiac routine again, you hiding something?"

Spike shook his head no.

"Then what? I mean, you can't really have…. Amnesia?"

He nodded hurriedly.

Buffy let his collar go and get him stand up by himself against the wall. Buffy had an evil look in her eyes. " You don't know who you are, do you?" she said, ready to believe him at once.

Spike nodded again not saying a word; he turned suddenly as if he were going to walk off. Buffy grabbed his shirt and pushed him back again making him hit the wall. " Ow… Bloody 'ell" He said, sounding like the same old Spike. Buffy looked to Willow then back to the bleach blond.

"I'm not buying it Sp.."

"Let me go you stupid git!" He said trying to get away.

Willow spook up stepping forward. " Spike, we're your friends… kinda…. we want to help you."

Spike looked past Buffy to willow. "Yeah? Well, I don't need your help, just want to get out of 'ere… they'll look for me."

Who?" Buffy said letting him go again.

Spike stood, it was pointless to try and run again so, better to tell the girly's off then get going. He didn't want to spend another minute in this town if those things with the blue eyes were after him. He might not have known who he was, but he was sure he didn't want to be dead. " I don't know, these blokes with blue eyes, my head hurt and…. I knew… you know?"

Buffy and Willow both stood next to each other utterly confused now. " No" they both said at once.

"Look, they said they were going to exterminate the likes of all of us after the job was done, I did myself a favor and quit."

"Job?" Buffy looked to Willow then back at Spike again. " Ok, I don't really know what's going on but I think we should take him to Giles, he can figure out what to do with him."

"I'm not going anywhere but out of this sodding town."

"Spike," It killed Buffy to say this but… "We're your friends and we want to help you, but if you run off now you might never remember, which is ok by me but..."

" You'd help me remember?" He interrupted.

Willow turned to Spike "Yeah, you're just going to have to trust us and come with us to a guy that can help you."

Spike shoulder dropped in defeat. " Alright… by the way…where are we?"

"Sunnydale, where else would something like this happen." Buffy said as she paced back and forth behind the couch in Giles's living room. " You know, I can understand that he doesn't remember anything, but that doesn't explain the annoying accent he managed to keep."

Giles looked up at Buffy as he sat next to Spike on the couch, giving him questions, like 'how many fingers am I holding up?' It seemed to Giles that this was a normal case of amnesia. Spike seemed to have the basic elements of speech down, he just didn't remember anything about his life or where he had come from, most of all, he didn't know how he could say or speck some of the things he could. He was the same old Spike, just clueless, not much unlike the old Spike. " Well..." he explained. " Amnesia isn't a precise science Buffy, the human brain, demon or no, is very convoluted… no one really knows all that much about amnesia. Spike seems to exhibit all the symptoms…but for no apparent reason."

Willow spoke up. " Wait, he said that someone was after him, he remembers up to the point where he got the big head ache…" She gasped in realization. " You don't suppose it's that chip the initiative put in him do you? Oh, Giles, what if that chip did it?"

Giles stood up. " Perhaps..."

"My what?" Spike said standing up as well.

Buffy looked to Giles. "Giles can I see you in the back for a sec."

Giles nodded and both, watcher and slayer, turned to go into the back hallway to talk.

As they walked back into the small hallway, Spike turned to Willow, who quickly smirked at his gaze.

Buffy whined to Giles as he leaned back up against the wet wall of the hallway. " Giles, not that I care about what happens to Spike, but he did say something about people wanting to catch him, are we talking vampire hunters? Other wanna-be slayers in town?"

Giles shrugged. " I don't know, but isn't that…th…the sort of thing we should be asking him about? Trying to cipher the clues to make a connection and answer…. some...some questions?"

"Yeah in a second… I actually wanted to ask you something else."

***************

Spike broke the silence with Willow when Buffy and Giles left. " ummm, so red…what's your name again?"

"Willow..."

"Yeah…. and what's the blond girlie's name then?"

"Buffy..." Spike couldn't help but smile widely.

"What?" Willow asked, referring to his grin.

" Well, It's just, weird names all around is it? Spike, Willow, Buffy…what's the old guys name?"

"Giles…"

Spike smirked again.

*****************

"What?"

Giles counter attacked Buffy's argument. "Buffy we can't do that, it's unorthodox and not right to do."

" But it's not like he'll remember that he was bad… if we just tell him a smaaaall lie about himself, he could change, maybe even help us… if we wanted him to that is."

Giles shock his head. " You can't expect someone to change just because they don't remember who they are…as confusing as that all sounds, Spike is still Spike and the same person inside, he'll never change, not unless he wasn't a vampire or…. say…does he know he's a vampire?" Before Buffy could replay, there was a knock at the door. Buffy looked to her watcher and walked out into the living room to the door. Her eyes meet a worried Xander as she opened the door.

"Xander? What's wrong? I thought you went to find Anya."

Xander nodded and stepped into the living room. " Yeah Buff, that's the thing, I went to my place figuring she'd be there and we'd do some…" He stopped himself and continued before he got to far into detail. " That is… she isn't anywhere, I'm getting scared she's missing, you haven't seen her have you?" He said looking in Giles's general direction.

" No." Giles replayed. " I haven't seen…"

"Hey!" Xander interrupted. " What's that blood-sucker doing here?" He gestured to Spike still sitting on the couch next to Willow.

"Blood sucker?" Spike said raising an eyebrow, confused over Xanders choice in words. Buffy glared at Xander quickly, walking over next to his shoulder, lifting a hand up to his ear to whisper a secret.

"Spike has amnesia?" Xander blurted out as soon as he had heard it.

Buffy recoiled. "Somebody doesn't know the meaning of secret." She said looking over at the blond vampire on the couch, and then she turned to Xander again. " We were just going to tell him."

Xander shot a smile up at her. " Oh, Buffy…pal o mine, why didn't you call. I wouldn't want to have missed this for the world." He said, rubbing his hands together vigorously.

Giles walked over to Spike and sat down next to him on the couch as Xander planned his mode of attack. " Spike, we need to know what's happened to you, how much do you know about yourself?"

Spike stayed quiet for a moment before specking up. " Well, let's see… I have an accent, so I'm guessing I'm like you." He said pointing to Giles.

Willow looked worried. "And that's all you know about yourself?" She commented still sitting on the other side of him. Spike nodded his head yes. Xander and Buffy both laughed under their breaths as Giles went back to the matter at hand.

"Spike…what's the last thing you remember? How did you get this way?"

Spike started to get annoyed, he looked back between Willow and Giles sitting beside him, and suddenly felt uncomfortable and stood up. He walked around to the other side of the couch placing his hand on his forehead as he spook. " I don't bloody know what's wrong with me, all I know is that my head hurt and I was crawling out of this building and I ran into you wankers."

Xander looked up at Giles. " Can we get to the fun part yet?"

Giles looks up at him, ignored his comment, and then went back to Spike. "Do you know where this building is?"

"Yeah, down the street, a block or two from this alley I met you all in, big place, kinda gloomy with rusted over side panels." Giles nodded at once, knowing the place he was talking about. He also knew what demon was buried under there. He had always hoped it would never rise, but it looked like somehow, this demon had come back after all. He walked to a bookcase, opening it up and grabbed a book, flipping threw the pages to a section marked off by a small ribbon.

"So what am I up against Giles?" Buffy said walking over next to him and looking into the book. Giles pointed to one of the drawing inside, a demon with a long neck and old Spaniard clothing. "Ewe, what's that?" She said looking disgusted at the type of thing she was to fight later on.

Giles put his glasses on with his other hand as he begin to read. " His name is Lethe and he came across with the Spanish to settle in America a hundred years ago when a ship went an alternate route then everyone else and got lost. When he found the hell mouth he planned to open it, but numerous reports from local Indian tribes around here say that he was put under a spell. The description of the spell isn't that clear but the description of Lethe himself isn't a good one. It says that his tail can make you forget and become his slave, but what it doesn't say is how this happens exactly. If this Lethe chap is up, then obviously Spike here has become his slave. Which would explain how he lost his memory but…"

Buffy looked to Spike then back to Giles interrupting him. " So why isn't he working as a slave now with this Leff guy?"

Giles looked up from his book. " I don't know."

Willow shot up. " OH…what about the chip? Like I said!"

" Once again, MY WHAT?" Spike said looking at the redhead witch.

"You said your head hurt right? Giles…" Willow said in almost a whinny voice. " What if that Chip made the spell do the wacky? You know, the technology in his head could have snapped him back to earth when he was under the spell."

"So how do I get me bleeding memory back?" He said looked to the girl with all the answers.

Willow shook her shoulders. " I dunno."

Xander looks up to Giles, still standing by the door, not having moved since her first came in. " Now can we get to the fun part?"

Giles sighed looking at Spike. "Spike…um how do I put this…um do you know what a vampires are?"

Spike thought a second. " OH, you mean like Dracula? Yeah I know stuff like that, just, nothing about myself."

Xander rang out in a long whine. " Pleeeeeeease."

Giles scowled at Xander. " Xander!" He barked. Xander stayed quiet as Giles pressed on. It wasn't fair to Spike that Xander hated vampires. Giles decided that he should be the one to tell him. " Spike…you're…a vampire."

Spike stood their silent for a moment, and then burst out laughing. " Yeah?" he said after calming down a bit. " Right…there's no such thing."

"OH yeah." Buffy said with a small smile, taking off her cross necklace. "Put out your hand."

Spike slowly obeyed looking up at the approaching slayer. She took his hand in one of hers and jammed the cross down into his palm; smoke started to rise around it as the crossed burned into his skin. He yelled out in pain, quickly pulling his hand to his chest protectively.

Willow stood up, walked up behind him and tapped him on the shoulder, fully aware of might be awaiting her if he turned around. Spike turned at her tapping and he faced her, his face having already morphed into that of the demon that lived inside. It startled her for a moment, but all she could say was. "See?" Spike lifted his hand to his face feeling the ridges that had materialized there, he stared back at his burnt hand one last time before his eyes rolled back into his head and he fainted, landing with a loud thud to the ground below.

Buffy looked to Giles after Spike had hit the floor, his being unconscious having no effect on her pace or mood. " Giles, This Leaf guy, will he find the Hellmouth?"

Giles looked to Spike on the floor, quite astonished that he took that the way he did, Buffy's voice interrupting his thoughts, he turned to talk to her. " Well, umm…considering where Spike has told us he is, I don't think he will. Not for the moment anyway."

Buffy nodded her head looking around at everyone else who where listening closely. "Good, I'll go and take this guy out…how do I kill him?"

Giles flipped threw the book once again trying to find some clue as to what might help the slayer out, being as it as his job as a watcher and all. Before to long he found what he was looking for. " Well the Indians had only arrows and fire to fight this thing with but legend says that the fire only feed the demon and made him stronger. Obviously it's one of the lesser-found chaos demons that were quite fluent in olden days. To kill one of those kind of demons your going to need to have the opposite of fire…ice. The Indians shot the creature with arrows, which probably put him into a coma, but not killing him. Then when they had gotten him subdued, they cursed him with a spell to never awake again. But…. Something has somehow awakened him and now Lethe is free to walk around Sunnydale. I was hoping this would never happen but..."

"Wait, wait," Xander interrupter, walking closer to Giles, stepping over Spike without a downward glance as he moved. " Your saying you knew about this?"

Giles nodded. " Yes, for some time actually, but since Lethe was under the earth and under a spell, there was no cause for concern."

" That's not important." Buffy said. " But what is important is that I kill this thing." Her gaze shifter around the living room, for a moment she was looking for something. "Something cold." She muttered. Her eyes settled on his fireplace quickly and she walked over to it. "Giles!" She yelled once getting to his fireplace. " Aren't you a safe person?"

Giles was startled by the question. " But of course Buffy, what do you think I've been doing as my job for ten years? Not to mention living on a hell..."

"Yeah, yeah, yeah…where's your fire extinguisher?"

Giles shot up, looking like he had just gotten an idea. " Of course!" He said walking over to find it hanging in the closet.

Xander and Willow looked down at Spike once Giles had left the room, mostly in disbelief that he, of all vampires, would faint. " So, I think I've had my fun." Xander said smiling and looking up at Willow.

Willow frowned at Xander, she didn't know why she cared, Spike had tried to kill her numerous times but she just felt bad for him now. Finding out that your something that you didn't even think could be real…well… it would have been shocking to anyone. Spike wasn't a sissy or anything, but maybe the fact that he didn't know who he was was really hurting his ego. Because, without a persons past… without the experiences that make a person, who are you? Your experiences are the things that make the person who you are in the present, if Spike didn't know what had happened to him in the past back…whenever… how would he know how to act now? " Xander…" she said looking up at him.

He heard the tone in her voice and quickly shut up as Giles was coming back into the room with a relatively small extinguisher. "That's it?" Buffy said to him in disbelief.

"Sorry." Giles said giving her the plastic red container. He moved past her and bent down, unlocking his weapons chest and started getting things out. He pulled out an axe giving it to Xander.

"Oh, great!" Xander said. " Let's go kick some lizard butt!" He said swinging the axe.

Giles looked up at him. " Xander be careful…your only there to help free those people inside that are working. Get them out and let Buffy kill this Lethe chapper."

Xander nodded as he turned to walk to the door. Buffy soon followed and walked outside with him. Willow hopped off the couch, grabbing a bag of magic stuff; she looked at Spike on the floor then back up to Giles. " He go'in to be ok Giles?"

Giles nodded. " Yes, I'll stay here and make sure he doesn't run off… plus…I think I might be able to find that spell the Indians used in one of my books." Giles looked at his watch quickly, nearly forty-five minutes to sunrise.

Willow nodded and headed out the door. She didn't know how she was going to help, but it was better then watching TV.

Xander, Buffy, and Willow all walked in the same direction down the street. Buffy knew where she was going but Xander and Willow had to keep track of where she was heading. As they walked, Buffy made it perfectly clear that the only reason she was bringing them along was to help with the getting out of any other slaves working around. She didn't know what to expect from this, but she was sure that she'd at least need a little help with extra people.

After what seemed like no time at all, they finally all got to a rather large warehouse in the old factory complex that both the anointed one and Spike had used at one point. "Why is it always here." She said looking up at the rusted old building Spike had described. She headed for the fire escape, climbing up the narrow metal staircase closely followed by Xander. Willow followed as well behind Xander, scared to look down once she had made it half way up, Buffy seemed determined and so did Xander, but there spirit gave Willow little comfort as they traveled up and onto the roof. As soon as Willow has climbed all the way up to the roof, Buffy and Xander where already crowed around an overhead window.

Willow walked over, still carrying her bag that hung from her arm, and looked down into the factory with her other two friends. There was a large fire in the middle of the room and many forms of people and creature alike where digging around it. The hole in the ground was more like a trench and as the three looked harder, they saw familiar faces. Xander almost rang out in a shout, pointing hysterically, when he saw Anya, Willow too was pointing, but she pointed at another girl, Tara. Buffy nodded to them reassuringly as she looked down at the warehouse floor some more. She saw lots of demons too, many of then species she had never seen but also some vampires as well.

" Well." She sighed, her voice no more above a whisper. " There's where my quota has been going." She said, still looking around for the demon that had started all of this. She saw him and quickly ducked out of sight looking to her two pals. " Ok, I got a plain." She said seriously. " These workers don't really look like there fighters, I think they won't even notice us if we walk around inconspicuous." Buffy grabbed the fire extinguisher. "Let's go." Willow and Xander both nodded and, taking her lead down a hatch and some rusted stairs into the warehouse.

Xander hide his weapon behind his back as they reached a second level walk way, he stood next to Willow and Buffy who where coming up behind him. Willow was the first to see two kids on the walkway with them. They seemed to be surveying the ground floor below, each having bright blue eyes that glowed in the dark as they looked around. Willow nudged Buffy in the arm; bring her hand up to her ear to whisper something into it. At Willows whispering, Buffy nodded to her and Willow opened her magic bag taking out some colorful dust. She blew the dust into the air lightly, saying a few words, an incantation, and the two kids dropped to the walkway below them hitting the metal grate. Willow smiled; she was a little satisfied with herself at the good work of magic she had done. She looked over at Xander again and followed behind him as he made his way to a spiral staircase to get down to the pits where Anya and Tara were

Buffy stayed atop, looking down at all the people moving about, trying to find the demon she was there to kill. Then, suddenly from behind her, two great arms grabbed her throat and tightened around it to cut off the air. It wasn't Lethe, but she didn't care and caught one of the wrists in her hand, twisting it off her neck and pulling him around her shoulder to tumble the creature off the railing and fall down to the ground. The being fell and as it dropped to the ground she realized what it was, human.

But that was before it landed on a protruding piece of wood and disintegrated into dust. She sighed in relief but was shocked to look up and see all the workers in the factory looking up at her with their glowing eyes.

Buffy froze, and started to back up slowly into the shadows, hitting something as she moved away from the gazes around her. She looked back to whatever she had hit, and it wasn't, in fact, a wall like she had first thought but a demon; the demon. " Oh." She said looking up as a large demon with a long neck and evil blue eyes. It growled at her sharply.

"Who are you?" He yelled as he allowed her to back up from him.

"I'm the slayer."

Downstairs in the pit, Xander and Willow were having there own problems with finding their friends. They both split up and passed by creatures, demon, after vampire, after person, after person until finally Willow had found Tara. She walked up next to Tara and shook her arm dropping her bag to the ground beside her. "Tara? Tara wake up." But her voice made little effect on her and the other witch just kept digging, her blond hair waving as she shoveled the earth under her.

Xander on the other hand, had successfully woken up Anya, but to a very unsuspected surprise. As soon as Anya had looked directly at Xander, she shot out her hand quickly and caught his neck in her grasp. Usually this wouldn't have surprised him but the fact was, when he looked over at Willow across the way; Tara was doing the same thing, and had started at the exact same time Anya had begun. What was going on? He struggled to get free from Anya but her grip only tightened more around his neck.

When Willow had seen Tara finally look at her straight in the eye, she couldn't help but take a huge sigh of relief. " Oh, thank the goddess, I was afraid…" she started to say but was then suddenly cut off by Tara hurting her throat.

Buffy looked up at Lethe then back to the first level again. " What did you just do?" she said, her voice commanding an answer.

" You won't live to find out." He said, flipping his tail out in Buffy's direction, so fast in fact, that she didn't even see it until it was inches from her face. But her reflexes were to fast and she ducked quickly to avoid it. The tail picked up again but went in the opposite direction, again swinging at Buffy, this time going to high and hitting a pole above her. The pole split into two and fell down to the ground towards her. As she grouched on the ground from the last duck, she rolled out of the way of the pole just in time as it landed on the grate with a loud pound.

As Buffy rolled out of the roll, she remembered the fire extinguisher and lifted it up as Lethe took another swing at her face. As the tail came close, Buffy pulled the handle and a blast of icy mist shot out, freezing the tail in its place. The demon let out a loud yell as his tail fell to the ground below shattering into sharp pieces. But the scream quickly turned into a laugh as he looked down to the ground below at her two friends. "It'll grow back in time…. but will your friends?" He said with an evil toothed grin.

Without another moments notice, Buffy picked the extinguisher back up and placed it directly in front of his face and pulled the handle again, nothing happened. Empty.

Lethe smiled widely and hit the red thing out of her hands, smacking her hard against the face with the other hand making her stumble over to the rail to catch her self. She looked down at the ground floor and, seeing what kind of trouble Xander and Willow were in, jumped over the railing and landed on the floor next to Willow pulling Tara off her. Next she helped Xander, throwing Anya into a near by pile of dirt, letting her land softly without getting hurt. As Buffy turned and continued to battle the demons now rushing at her, Xander was suddenly pushed out one of the side doors by three vampires.

As he fell back out the alleyway door, his back hit a trash compactor and he fell to the ground, allowing one vampire to hit its head as it rushed him onto the metal frame. The vampire fell back with a crushed skull and lay there knocked out as the other two stared at Xander on the ground.

As Tara got up from the ground, Willow remembered a spell and closed her eyes suddenly and spoke some Latin words. A blue mist surrounded Tara and at one smell of the fog, she fell to the ground, sleeping. Willow gasped in a breath of air once the spell had been completed, but it was at that moment that she saw a demon coming up behind Buffy. "Buffy look out!" She yelled.

Buffy turned and hit the demon rushing her just in time, the demon landed on it head breaking his neck in half. As she watched the demon fall, she didn't notice the seven other demons coming up behind her. All seven demons, of different types, rushed at her, each grabbing an arm or leg or some other body part to keep the slayer immobile. They pushed her down violently to the ground as Lethe made his way down the steps to where the fight had now seemed to have calmed down.

Willow let out a high pitched squeal as a vampire caught her neck from behind and pushed her forward, making her drop her magic bag. The vampire twisted her neck back and held her tight as he guided her over next to Buffy's side.

Xander shock his neck as he looks up at the two remaining vampires, and the one knocked out on the ground. The alley way was covered in shadows, the light from some unknown place hitting the walls around him. Once he had stood up, one vampire ran at him and Xander pushed him into the wall, not even knowing he had it in him. He looked surprised and then turned to the other vampire. " Yeah…that's right… I'm a big bad fighter man! Your going to be…" His sentence was interrupted as the vampire that stood opposite him burst into flames and into a cloud of dust. Another flame started as the vampire laying on the ground started on fire as well, followed by the third. " I didn't know I was that good." He said turning to seeing the sun had just risen. " Oh." He muttered, grabbing his axe and, noticing a window above the trash dumpster, jumped onto the lid of it. He strained for his balance a moment before looking into the window, seeing demons gathered around in a group. He noticed a large demon that looked like the picture he had seen in Giles's book and figured out the obvious, that that must have been the bad dude they came here to kill. Lethe stood in front of the two helpless girls, both having the head pulled back viciously by the hair.

Willow looked scared and in pain, Buffy had a face of pure hatred and wasn't showing any weakness in her expressions. Xander didn't see Anya but was also looking for anyway he could help without running in there and getting killed or caught himself. He almost yelped out in a girlish scream as his eyes landed on something over in the far wall.


"You know" Spike said looking up at Giles from the couch. " I don't think I believe half the stuff your sod'in telling me Rupert." Spike had finally learned Giles name and now used it very regularly, plus it seemed to piss of the old guy off so he tried to use it as much as possible.

Giles didn't look up from his book as he spook to Spike, the 3rd place winner at the Billy idol look a like contest had just woken up from his 'nap' but he was still the same old Spike, so why should a watcher cut a vampire any slake just because he didn't remember anything? " Do I need to get a mirror?" He said looking up.

The blond vampire put up his hand and shook his head. " No! I've seen all I want to for today."

"Oh, you wouldn't see anything." Giles replayed with a quick grin.

Spike gave a little not-so-happy grin in Giles's direction, he was attempting to get comfortable on the couch when he suddenly stood up and paced. " I can't stand it in 'ere, plus, the thought of you eyeing me like I'm going to steal something is pissing me off, I'm going out." He walked to the door and grabbed his coat.

Giles looked up. " I wouldn't recommend that Spike…after all," he said looked at his watch. "It's almost…" Spike turned the door knob, opening the door, the full rays of the sun hitting him in the face." No Spike!" Giles jumped from his seat, dropping the book to the ground and getting there just in time to shut the door before the sun could disintegrate the vampire into ashes. He watched as Spike fall to the ground, again, this time from excursion and pain more then surprise. Giles rolled his eyes. " Bugger! This. Is getting. Tiresome."


****************

Xander had just gotten hold of the fire extinguisher and was picking it up off its holster. Unfortunately the big red thing was too large to hold and it dropped out of his hands and rolled over to the stairs by his feet. It dropped to the first step and continued downward, every clunk sound it made as it rolled down making Xander cringe, his arms up by his side as if the sound punched him at every downfall. All the demons, including Lethe, were looking up at him by the first clunk.

At this lucky distraction, Buffy twisted out of the demons arms that held her as the extinguisher rolled down the stairs. She fought as well as she could, kicking and punching left to right until no demon could react fast enough to stop her from sprinting over to the stairs towards the extinguisher.

"Stooop her!" The large demon yelled at his minions as she ran. But it was to late for him.

The extinguisher landed on the ground and Buffy, swift as the slayers powers could allow, picked it up as he came running forward. She pointed it with little effort and pushed down the small lever. A fine mist of white air and fog came shooting out of the nasal and Lethe, powerless to stop her, froze dead in his place. Frost developed on his armor and clothes, his eyes once a bright and blue, now dull and very lifeless. And there he stood, in mid stride like so many statues you'd find in a museum.

The demons around Willow let her go as quickly as Lethe had frozen, looking around in confusion as if they were lost. Buffy shot several glares and the demons departed, walking to the rear exit and jumping down and open sewer entrance, the vampires having already left the moment they had seen the sun threw the windows.

With a stretch, Buffy made and tiresome yawn and walked over to Willow, smiling, glad to see she was alright. Then, seeing Tara sleeping on the ground near by, Willow ran over, Buffy following close behind.

Anya rubbed her head as she looked around and saw she was lying on a huge pile of dirt. She cringed slightly in disguised as she brought her hand up and rubbed it to the back of her jeans as she got up. She looked around, suddenly spotting Xander on the second floor looking down at her with a goofy grin. "I. Waited. Xander!" she shouted up at him, laying her hand lazily to her hips and leaning to one side in a half fast stance.

Xander just raised his shoulders and hopped down the stairs, walking over to Anya quickly and kissing her before another high-pitched word could come out of her mouth.

Buffy helped Tara up quickly after Willow had broken the spell that was cast over her. In an instant Tara was back on her feet, a little dizzy but otherwise fine. She smiled slightly as she got up so that Willow wouldn't feel bad about what she had done. Willow let out a yelp and hugged her best friend and fellow witch in the instant following. Buffy smirked, turning her head as Xander and Anya, hand and hand, walked over to the rest of the group.

After a view minutes of grins, smiles, and knowing glances that reassured that every one was fine and in good health, they all stared at the statue, each with a similar expression of knowing what must be done, what actions must be taken. Buffy was the first to do anything, she stepped forward and stood a few feet from the ugly face of the monster who had given her so much trouble this past day. He had stolen her friends; hurt the people she cared about, and in no regard cared for anyone but himself and the destruction of the human race.

Without in the blink of an eye, before anyone could see it coming, she punched the demons face in. The ice shattered like glass and fell to the ground, the body of the creature falling with it. Ith a wave of snow and shiny pellets, the statues that had once had a name and a soul, was no more then dust and water on the ground by the slayers small feet.

Buffy turned around and gaze the group a smirk before walking over. No one said anything, they just stood a second, knowing that later they would reflect on such a courageous and adventurous time. Maybe even Tara and Anya would remember something that they could tell Giles so that he could write it in his diary that night. Who knew?

"Let's go." Were the blond slayers final words for the night as she turned to the door side by side with her best pal Xander and his girlfriend Anya.

Tara followed, but only after looking back at Willow, who in return gestured for her friend to go ahead, the red head telling her with eyes alone that she would be along shortly. Tara nodded and walked out of the warehouse with the rest of the gang, as Willow stood in the middle of the large building alone.

As soon as every one was out of sight, she turned her head and walked over to the pit. Once reaching the large hole, her magic assisting her so that she would not break a leg or anything, she jumped in and landed at the bottom with almost cat like reflexes. She glanced around once before walking up to a piece of black clothing on the ground ahead. Willow cocked her head slightly and pulled the leather out of the dirt, smiling in the fact that Spike would have to owe her later for returning his coat, which she had never seen him without. With that, she walked to a near by stool and jumped out of the pit, running to catch up with her friends, the coat hanging over one arm as she ran.

*****************

Spike jerked up as he lay on the couch in Giles house, something awakening him from his slumber. He looked around and suddenly took a hold of his forehead, feeling as though he had just gotten 'the hangover of his un-life. Then, without cause or certain consideration, the memories from the previous evening shot back into his mind. More like flooded, everything from the blue-boy to that cross…and Xander making fun of him. It would figure that the little dork would take advantage of a poor and defenseless vampire…his kind of mate. Once the pain of the 'hangover' had passed, he stood up and noticed Giles sitting on the chair next to him, his eyes closed, a book about to fall to the ground in his hand, and a cold cuppa of tea on the coffee table next to his feet. The vampire smirked to himself, then found his face burned to an almost crisp when his finger glided over it. He hissed in pain as he touched the scorched flesh. That must have happened when he tried to go out in the sun. God, he felt like such a thick blundering idiot, how could he have not remembered that.

He sighed in defeat, his stomach having that feeling of emptiness that always came with not eating for a whole day and night. He moved to go into the kitchen, putting his arm down by his side as he entered the hallway and into the main area. He opened the refrigerated only seeing a glass of fruit punch, of which couldn't have been blood, and slammed the door back into place. The sound reached the living room where Spikes sensitive ears picked up the sound of a book landing on the floor below. Giles must have just woken up. The punk vampire wondered if there was anything to be gained by acting like he still didn't have his memory back.

Giles looked up at the kitchen behind him and saw a blur move and start to walk forward. The watcher rubbed his eyes gingerly before opening them again to the site of Spike staring at him from a few feet above. " Oh, it's you…"

Spike shifted his position and went to the couch again. " Good morning to you too sunshine." The usual sarcasm coming from his lips, perfected only after a century of practice. " You'd thing being a white-hat and being Northern English that you'd be a little better in the manners area Rupert!" He lay down on the couch, hands behind his head as he made himself comfortable.

" So, it's safe to assume you got you memory back?"

" Yeah, it came back, woke me up, and gave me this sodd'in headache to boot! But it was nice, you know? Not remembering all the bad times: Organ, pretty much all of my human years, Dru being so nice to me." He shivered slightly at the memory and continued. " It was nice to have those memories taken away for a while, so they wouldn't hurt so bloody much when I thought about them."

Giles looked over to the kitchen, stood, and walked to the connecting hallway. He talked as he got to the refrigerator. " Yes, painful memories aren't anything anyone wants to remember." He opened the refrigerator and found only a glass of fruit punch. Slightly teed off, he closed the door and continued. " But, you did however lose some very important information…after all, if you had remembered you were a vampire, you wouldn't have almost gotten yourself buggered and killed."

"Yeah, well, way I figure…if I had done myself in you'd have one less vampire for yourself to worry about. Which, besides the information I had, doesn't explain why you saved me."

Giles walks back into the main room and sat down in the chair he had fallen asleep in earlier. He gave the vampire a crocked glare before thinking about the answer to the statement. " Your a lot of help to us Spike, and despite the fact that you've almost killed us all at one point or another, I still believe that anyone can change, ignoring for the moment the fact that your not supposed to care or have a soul."

"Hey, fancy that. You're a lot dumber then I thought you were Rubert."

"Spike…"

"Yeah well believe what you want, nothings going to change who I am or what I like to do, and that will always be: Killing …torturing…and...and...an… insulting you."