For a moment, no one moved. Time ticked by second by second as Buffy stared into Dawn’s terrified eyes.

It was Faith who finally spoke. “Well, I guess that answers that question.”

Regina’s eyes flicked to hers. “What’s that, exactly?”

The dark Slayer surveyed the scene carefully, body relaxing. “They took you on purpose.”

Giles stepped further into the room. “Regina…what in God’s…what are you doing?

“Rupurt,” the redhead smiled a completely feline smile, “thanks ever so much for securing my way to America, to Los Angeles, and into the hospitable hands of my partners here at Wolfram & Hart.”

“Put the gun down,” came Buffy’s low, angry response.

Regina’s glance moved to the Slayer. “Probably not in my favor, so I’ll pass.”

With a smile on her face, Lilah appeared from an adjoining room. “I just love it when a plan comes together.” She considered a moment. “Or, at least when plan B comes together.”

“Get away from my sister,” Buffy growled, ignoring Lilah and focusing on Regina. “Put the gun down, move away from her, or ripping your arms out will be the least painful thing I do to you.”

“Tsk, tsk,” Regina lamented. “And we were getting to be such good friends.”

“Move away from her,” Connor snarled.

“Release her,” Giles warned, low and soft with a look in his eye his coworker had never seen.

Regina frowned with mock disappointment. “I can’t, dear. She’s an intricate part of the plan. See, I need her,” she pushed the gun into Dawn’s temple, forcing the littlest Summers to flinch and for the eldest Summers to take a step forward, stopped only by Angel’s gentle hand, “in order to get her,” the gun moved to Buffy, “and him,” to Angel, “to go along with the rest of the plan.”

“Let me guess,” Cordelia spat. “You use Angel to get this demon to come out and play, you and the First slash up all the potential Slayers, you kill Buffy and the rest of us, and the world’s yours.”

Regina shook her head. “You were close. I think Angelus is more than capable of ridding the world of you and your simpering little friends.” She threw a smile at Angel. “Now doesn’t that sound a lot more fun, Angel, than trying to stop me?”

“If you knew Angelus at all,” the vampire seethed, “You’d know he’d turn on you before long.”

“Counting on it darling!” the Watcher crowed. “Positively counting on it. My immortality is one of the things I’m most looking forward to. It would be an honor for Angelus to be the one to bestow it upon me.”

“Angelus would rip your heart out and let you die while watching it continue to beat,” Spike chuckled. “Then he’s roast it and eat it like a s’mores.”

“Lovely imagery.”

“And if he didn’t, I sure as hell would,” Spike continued, eyes flashing. “Let the bird go.”

“Again, no,” Regina sighed. “Let’s negotiate.”

“You have five seconds,” Buffy warned her without blinking.

Regina cocked the gun and Dawn sucked in a terrified breath. “You’re not cooperating.”

“Four seconds,” Angel growled.

Spike’s face shifted. “Three,” he said, licking his fangs.

“My, my,” Regina smiled. “Such bravado.”

“Tick tock,” Faith murmured with one raised eyebrow.

“I really didn’t want to have to do this,” Lilah sighed. She turned to a window and nodded. “I was hoping we could be more civilized.”

“There will be nothing civil about how much I’m going to hurt you,” Buffy told her, as a door to their right opened and the room filled with vampires, crowding the Scoobies into the opposite corner.

“If you hurt her,” Giles warned, “It will, I assure you, be the very dumbest thing you could possibly do right now.”

“Rupert,” Regina frowned. “You could have this same power. There’s always more room on the team.”

“I don’t think it’s possible for me to lower myself to your level,” the Watcher countered.

“Oh, you have the potential, my dear.”

“When was it, exactly,” Giles asked her, rage in his eyes, “that you first began to betray me? When we were assigned to work together? When I got too close to discovering the truth about the Slayers? That someone was working on the inside?”

“Oooh…Is this the part where we go over the whole evil plan for endless minutes?” Lilah asked with mock naivete. “’Cause I can break it down simply. Her,” she pointed to Regina, “on our side. You,” she pointed to Buffy, “screwed.”

Before anything else could be said there was a blinding flash of light that caused everyone in the room to step back and cover their eyes. The burst of light and wind tossed them like stones, colliding with each other. When the light faded slightly and the wind died, they were greeted with the sight of Willow, hovering in mid-air, hair blown back by a breeze that touched only her, eyes a fiery green that seemed to come from within and yet burst out to smack each of them with its power.

She grabbed Regina by the neck with one hand, and took the revolver in the other, crushing it with her tiny fingers until the pieces fell away to the ground, mangled. With unfathomable anger on her face her hand shot out and wrapped tiny yet powerful fingers around Regina’s neck. She looked into the Watcher’s eyes and hissed, “Screw this.

The Watcher made an unintelligible sound as her airway was constricted. The tiny witch lifted the older woman off the ground without effort and her eyes narrowed into slits. “You hurt my friends. You’ve ruined the lives of thousands of people, slaughtered potential heroines of this plane, worked to destroy my world and the people in it.”

Regina’s eyes bulged with terror and she struggled in vain against the witch.

Willow continued her rant, her grip tightening as the others stood and watched. “You've done awful things under the guise of trust, and then broken that trust like kindling.... You've abused your knowledge and your friendships, ill gotten as they may be. You have betrayed those that accepted you. You are a murderess, a traitor, the lowest of all evil forms. And I really don't like you.”

In a rage she reared back and tossed Regina against the far wall, the Watcher crumpling to the floor, her body still.

“Will…” Buffy said, taking a careful step forward.

“I can feel it Buffy,” Willow told her. “All of it.”

“Willow, what happened to you?”

The witches eyes ticked around the room, then closed and a half-smile played on her lips. “Power.”

Buffy nodded slowly. “Yeah…I see that.”

“They tried to drain me,” she told her friends, nodding to Lilah. “I grew tired of having my magic controlled by others.”

Oz moved to Buffy’s side, in awe. “You got it all…everything that wizard tried to take from you…you took it all from him.”

Willow nodded, then turned her attention back to the Slayer. “I see it, Buffy. All of it,” she sighed. “The girls, the potentials. The Gyra, wallowing underneath. The First - it’s almost here. It’s going to arrive. I have to stop it.”

“Willow…” Xander warned, nervous.

“It’s not like last time, Xander,” she assured him. “No veins, no black hair… I don’t need that kind of power. Not now.” She glanced to Lilah. “Nothing can stop me.” With a flick of her wrist, light flew from her fingertips and Lilah and Regina were lifted into the air, surrounded with a bubble of fire, bound.

“I’ll deal with you later,” she warned them, then moved her eyes to Angel and Spike. “Take cover.”

Years of experience had taught the vampires follow their instincts in combat. They used that knowledge now and ducked low to the ground, bringing their jackets over their heads, shielding exposed skin just before a ball of fire formed in Willow’s hand. She brought her hand to her lips and blew a simple breath, lips pursed, and the fire shot from her fingers, zooming around the room and engulfing each of the enemy vampires until their dust floated in the air.

Turning to her friends she mumbled “Sistarare.”

In a flash the group was transported to the cave beneath Wolfram and Hart. “I’m tired,” Willow announced. “I’m tired of the evil. I’m tired of fighting it and having it come again and again, stronger and more powerful. I’m tired of being caught unawares. I’ve seen death, I’ve caused death, I’ve cheated death. Now I bring death.”

She threw her hands into the air. “For the slain, for the fallen. Hear me now, answer my call. Appear before me, offer me your strength, your untapped energy, your light, extinguished too soon. Share with me your power, your hope, your rage. Rise and stand with me, take your place in battle, honor yourselves in this final hour.”

The wind picked up as she spoke, her voice ringing louder and echoing through the caves with each word. When she finished her eyes closed and light began to swirl around her as wisps of mist rose up from the ground.

“Oh my God…” Dawn whispered, staring.

The mist began to take form, human shape, and sliced itself, dividing again and again until identities were clear. To Willow’s side came Tara, and Joyce. Jonathan and Larry. Darla and Jenny Calendar. Doyle and Kendra. Lesser knowns appeared…Sheila from Sunnydale High School parents night, Principals Snyder and Flutie, Sandy from the Bronze. Maggie Walsh. Jesse McNally and Forrest Gates. Mr. Platt, Buffy’s guidance counselor. Cassie. Buffy’s cousin, Celia. Joyce’s friend Pat. Allan Finch. The demon-hybrid, Adam, in his once-human form. Theresa, killed by Angelus’ bite. Katrina. Halfrek. Girls that only Buffy recognized, from her dreams. The potential from Australia, from Canada, from New Mexico…older Slayers, from China and France, from New York and Indonesia. They rose faster and faster until it seemed the room was bursting with mystical bodies.

“What…who are…” Fred murmured.

“Everyone…everyone I couldn’t save,” Buffy whispered, horrified and filled with wonder at the same time.

“We…everyone we couldn’t save,” Angel corrected her, his gaze never wavering from the sights of his sire, of his friend Doyle, of Kate’s father.

“Heed my call,” Willow’s voice boomed with strength. “Take your stance at my side, do unto evil what evil did unto you.”

The group formed a circle, moving wordlessly together, joining ghostly hands as Willow moved to the center. Slowly, she turned, looking each of her brethren in the eye. “In this circle flows good and the power of the just, of the innocent, of the brave. Of the fallen. It is within these attributes that our strength lies.”

“Good, just, innocent, brave,” the group intoned together.

“Beneath the ground, rumbling low, power is growing,” Willow told them.

“We can stop it.”

The witch continued to turn, to gaze into the eyes of her fallen comrades. “It moves, it shudders, it screams and shrieks.”

“Its’ cries fall on deaf ears.”

“It grapples, it tears, it bites, it claws, bringing itself closer to the surface.”

“Our boot is heavy and will keep it buried.”

“On the contrary,” Willow acknowledged. “We will not bury it. We will stop it.” She turned then, her eyes lighting on her friends. “You will help.”

Buffy and the others glanced back and forth at each other, unsure what to do, when Willow once again turned her back to them, raising her arms above her head and closing her eyes. The ghostly figures around her followed suit and a moment later the earth began to rumble.

“Buffy…?” Dawn called, uneasy.

“Hold on!” her sister told her as she was jostled and almost lost her footing. “It’ll be okay.”

“What do we do?” Xander cried, trying to steady himself on the shaking earth.

The ground began to shudder horribly and split, deep fissures forming, steam bursting from them.

“We’re going to die!” Anya shouted.

“No…look!” Oz pointed toward Willow. Where she and the others stood the ground was stable. He glanced at Cordelia, standing to his left, and seized her hand.

“Grabs hands!” he ordered, taking Connor’s in his right. “Get in the circle!”

Together the group surged forward, pushing their way into the ring, taking mystical, yet corporeal, hands in their own, and the ground around them calmed. While the earth shook around them, the circle and its inner sanctum, were peaceful.

Connor was the last to enter the circle, completing it, and the surge of power, as he unknowingly fit his hand into that of his mother, a human Darla, burst forth from the group as from the deepest fissure rose a giant, hideous beast.

“You have no power here,” Willow told the creature.

It screeched at them, batting wings the length of football fields as it hovered before them.

“The power is ours. It will remain ours, and you will leave this place untouched.”

The creature objected with a howl, zooming forward toward them. Willow blew it backward simply by raising her hand.

“Heed my warning.”

“Child,” the monster hissed. “You are human, and stupid. Weaker than any of the creatures on this cursed plane. You have no power over me. I am forever, I am eternal. You are a shadow on time.”

“Wrong,” Willow growled, and her eyes flashed, glowing a brilliant golden. The creature screamed in agony, writhing with unseen torture.

“I say again,” the witch spoke. “Leave us.”

“Fool!” It howled. “I was here before you! Before your race, your disastrous breed, your lowly, ignorant pestilence. You are nothing! You are filth under my nail!”

“We are one. We are innocence incarnate, we are simple, yet complex, we are hopeful, we are powerful, we are loved and loving,” the group spoke as one. “We have been here as long as you, longer.”

“You are nothing! I am power. I am absolute!” it howled.

“You do not exist without us. You do not live without our knowledge of you. We created you.”

“And we can destroy you,” Willow hissed, and in her hand appeared a glowing sword of magical blue light. Her fingers closed around the hilt and she plunged it into the creatures’ mystical body. As she did, light burst from its body as its scream echoed off the walls of the cavern, washing over the group and knocking them all to the ground, unconscious.

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Chapter Forty-Nine
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