DISCLAIMER: These characters belong to Joss Whedon, Mutant Enemy, et al.
SPOILERS: Buffy Season Seven, Angel Season Five. If you haven't seen these yet, get thee to the dvds!
ARCHIVING: Only with the permission of the author.

By speakpirate


Part 1

It was a dark and stormy night in Sao Paulo. Lightning flashed, illuminating the sky over the white walls of the elegant hacienda. Willow Rosenberg was sitting with her feet curled beneath her on the couch, reading a spell book and sipping tea. The sound of thunder crashing outside caused her to look up at the glass windows of the patio. The lightning flashed again, illuminating two cloaked figures standing just outside, dripping ominously with rain. The crashing noise came again, and Willow realized with a start that it wasn't thunder at all. It was the strangers banging on her door.

Willow stood up and flipped a switch, sending bright light over the cobbled patio and most of the immediate gardens. She let out a small gasp at the sight before her. Spike, his hair darkened from the rain, was pounding relentlessly on the glass. Next to him was a tall woman dressed in red leather, which was plastered to every curve of her body from the rain. She was leaning against a massive stone relic and looking bored.

Willow slid open the glass.

"About bleeding time!" Spike hollered. "We could've drowned out here, while you were sitting safe and warm, having a nice cuppa."

"Sorry," Willow grinned. "I wasn't expecting company. Come on in."

Spike hurled himself into her living room. His female companion hefted the coffin-like object across the threshold and set it down just inside the doorway. Spike was peeling his drenched coat off, and pulling a small flask of whiskey out of one of the pockets. "Sorry, luv." He apologized to Willow. "You know I've never been a big fan of Brazil."

"So what brings you down here?" Willow asked curiously. "Last I heard, Faith and her battalion of the Western Slayers helped you guys defeat the Senior Partners Hellspawn Army, and then you just disappeared."

"You don't know the half of it," Spike sighed. "Here Angel sells me on this glorious fight to the death battle for good, and it's over like a flash in the pan. Faith turns up with her girl scout army, Illyria takes out half the orc-looking creatures with a couple of round-house kicks, that Connor kid comes out of nowhere and takes most of their right flank. Plus, he's got some Electro-Girl on top of one of the buildings, hitting their ranks with lightning right and left. And some Telekinesis broad right beside her, raining cars and dumpsters and such around to crush any remaining enemies. All in all, one of the most boring fights of my life. Cracked three necks, killed a dragon, and it was over. Pathetic, really."

"Well, that's the thing with corporate apocalypse. No imagination." Willow agreed. "But that was months ago, where have you been?"

"Been making my way down here," the blond vamp replied. "No more fancy jet rides for me. Had to go about it the old fashioned way. Cargo freighters. Switching boats at night through the Panama Canal. Good times. I would've written to let you know I was coming, but didn't want to risk word falling into the ears of any un-friendlies."

"Can I get you anything?" Willow asked. "The kettle's still warm. And I have some iguana blood left over from a spell last week."

"Wonderful," Spike answered. "Nice place you got here."

"Thanks," Willow smiled again. It was nice to have company. Even of the un-dead variety. "Who's your friend?" In the flickering candlelight, and with most of her attention on Spike, she hadn't really paid much attention to Ms. Surly Red Leather, assuming she was someone Spike had picked up along his travels.

"Oh, right!" he started. "That's why I'm here. She needs your help."

"She…what?" Willow asked, turning towards Spike's companion. She cast an appreciative eye over the outfit, the blue-tinted skin, and then shrieked when she got to her face. "Fred?!" she gasped. "Fred turned all blue in leather pants!" But something in the woman's eyes stopped her mid-babble as she was racing over to hug her.

"You are happy to see my shell." she intoned in a deep voice. "The thought of her pleases you."

Willow frowned. "Shell? Spike, what's going on? Why is Fred all blue and scary? You didn't skin any old professors or anything, did you?" she asked nervously.

The woman gazed at Willow steadily, as if reading her emotions.

Spike hastily moved between them. "Willow, this is Illyria. Demon God-King of Old. Hatched out of an ancient sarcophagus, and taken over the body of Winifred Burkle."

"I think I need to sit down," Willow muttered.

"Listen," Spike continued. "We tried to call you as soon as it happened, hoping you could work some reversal/restoration mojo, but Giles said you were astral projecting to somewhere in the Himalayas."

"Right." Willow said faintly. "A lot was going on then."

"But I've brought her to you now. You and I, Red - we're going to bring Fred back."

Several weeks later, Willow was poring over a large thickly bound book, taking copious notes.

Illyria walked in silently, and stood behind the red-headed witch. She reached out and placed a hand on Willow's shoulder. Willow yelped, startled. "What are you doing?" she demanded. "You nearly gave me a heart attack."

"This shell. Her desire to touch you was strong."

Willow looked down, refusing to meet Illyria's eyes. "You can't know that. You're not her."

"I have her memories. I know her feelings. She buried them well. Even I was unaware until we came here, to your domain. Then they resurfaced. I was taken aback by the strength of them."

"We were friends." Willow responded, still focusing on the book in front of her.

"Yes." Illyria agreed. "Friends. But also more. She thought of you as more."

"Changing the subject, now." Willow said firmly. "I think I've found a nice dimension to pre-destine you to rule. It's a dimension formerly ruled by a goddess named Glory, who was defeated on Earth just a few years ago."

"I know the place of which you speak." Illyria agreed. "It is a land of infinite beauty, unbound by mortal constraints." She studied Willow intently. "You are a vessel of great power, for a human. You can write the destiny for me to rule in that dimension?"

"If you help me to restore Fred, I'll capture your essence back in the sarcophagus. Then, Spike will guard you and transport you back to the Deeper Well. You will sleep there and regain your full powers. Then, the magicks I've placed on your sarcophagus will have it transported to the alternate dimension, where your acolytes are already preparing grand temples for you."

"I feel…" Illyria searched for the right word. "Gratitude." She paused. "For your efforts, I have something to show you."

As Willow looked up, Illyria bent her head backwards and transformed into the bespectacled form of Fred Burkle. Willow's knuckles gripped tightly at the desk. This was Fred, exactly as she had looked when Willow helped to restore Angel's soul during those last dark months in Sunnydale. Against her will, the witch felt her heart begin to beat a little faster.

"I have to say, someday I'd love to bend your ear about the Pergamum Codex. I—I think some of the really obscure passages are actually Latin translated from a demonic tongue, and they're kind of a hoot." She was talking in Fred's voice. She giggled Fred's giggle. "All this stuff about Bacchanals and spells and—actually, I think it's probably funnier in Latin. You know how that is sometimes."

Willow rose from the desk, power crackling like electricity around her. "Stop it," she commanded in a low voice.

Illyria resumed her usual form. "I can sense your regret. It washes over you like an ocean. You felt unready. And….unworthy. You did not encourage her advances."

Willow glowered. "My feelings are just that - mine. Whatever I felt, or did, or didn't do - that was between me and Fred. It does not concern you. And if you do that again, I may get confused during the spells, and send you to the world of shrimp."

Illyria looked at her warily. "She desired you." she stated. "I will say no more of this."

Willow watched her stride majestically out of the room, and let out a deep sigh. Since Spike and Illyria had appeared on her doorstep, life had been an exciting and confusing jumble of emotions. If she was honest with herself, she'd wanted Fred from that visit to LA. But they were on different paths, with different apocalypses to battle. And she'd just started things with Kennedy. A thing she knew would probably be short-lived and easy. She'd been around long enough to know the difference between a girl who gave you the low-down tickle, and a girl who gave you fluttery feelings all through your stomach. And Fred was definitely the latter. But she wasn't ready for that. She still wasn't sure if she'd be ready.

And now she was the only hope of restoring Fred. She'd been examining her motives from every angle, crazed with worry over her intentions. If she was doing this out of self-interest, it would only go badly. She picked up her book again, and resumed taking notes.

Spike stamped back into the house that evening bearing several bags of potion ingredients, amulets, and assorted sacred gemstones. "How's it coming?" he asked.

"Pretty well," Willow answered. "I'm all set on the spell to contain Illyria in the sarcophagus, and simultaneously destining her to rule the Glorificus dimension." She frowned at the notes she'd been taking. "And I can restore a soul from the ether with one hand tied behind my back. The hardest part is going to be repairing the damage to Fred's internal organs. And keeping up my strength during the spell casting. It's going to be a lot of magic, and it has to be done quickly once I start. I'm thinking we should plan on Samhain, when the veil between worlds is at its thinnest."

"That's next week," Spike reminded her. "Sure that gives us enough time?"

"We can make it work," Willow assured him. "Did you get the Carnelian Amulet I had on the list?"

"Had to fight the bloody Teiniagua monster for it," Spike grumbled. "Well, actually, I just traded him one of my extra coats. But he threw in some extra healing crystals, channeling gemstones, and a bottle of Wild Turkey for my sacrifice."

"So, there's a magical lizard in the rain forest wearing one of your trench coats?" Willow asked, amused.

"What can I say?" Spike asked. "I've got style." His expression turned serious. "Listen," he began, "about the soul restoration. Wesley thought her soul might have been burnt up. Something about the fires of resurrection, or incineration, or some such."

"Nope," Willow answered confidently. "Nothing in nature can ever be truly created or destroyed. It just goes somewhere else, or transforms into something else. It's still recoverable."

"Alright, then." Spike seemed pleased. "What do you need from me? Are you going to be tested again? Because Anya told me about that whole snake shooting from your mouth deal, and it sounded disgusting."

Willow set her notes aside. "No, again. I've been tested and found worthy once before. That testing still holds good. And I'm not sure what else you can do. If we succeed, it's still going to take Fred some time to recover her strength. The best thing you can do is take the sarcophagus back to the Deeper Well."

"You got it, then." Spike agreed. "Are you gonna be alright if I leave? You won't need looked after when the spell is finished?"

"I'll probably be pretty out of it," Willow agreed. "But I'll be draining energy from the crystals and talismans, plus the containment unit that Wesley used to draw away a lot of Illyria's original powers - that's going to be a critical element in reversing the effects that the initial infection had on Fred's body. Thank the goddess you thought to bring it from the rubble of Wesley's apartment. At any rate, with all of the supplemental energy sources, it shouldn't take me too long to recover. As long as you stay to ensure that there's no black and vieny badness, that should be enough."

"So, Miss Hot, Dark, and Slayerish isn't gonna be around?" he inquired.

"Not anymore," Willow answered shortly.

Spike took a long drag off his cigarette and studied Willow's profile. "Nothing happened to her, right?" he asked. "No hell god brain-napping or anything, yeah?"

Willow smiled to herself. It was still strange to hear souled Spike actually showing concern for others. But people change, she thought. Even un-dead people. "No," she answered. "It was nothing like that."

"Are you, you know, alright?" Spike asked. "Mind you, she was always a bit of a brat, and you're probably well rid of her," he continued, making a serious effort to stay true to his uncaring Sex Pistols punk vampire image.

Willow shrugged. "Kennedy's infiltrating a demon weapons ring in Peru. She's deep underground with the Shining Path movement, and her new girlfriend."

"No!" Spike sounded scandalized. "The little chippy left you?"

"Well, it's a long story," Willow hedged.

"I'm not getting any older."

Willow sighed as she began organizing the spell ingredients and pulling necessary books off the shelves. "Well, you remember Riley and Sam were part of the Central American Black Ops Demon Fighting brigade?"

"Oh yes, Captain and Miss America. What a fun couple they were."

"Well, about eight months ago, Kennedy and I ran into them at a club in Rio. We traded addresses and gave them an open invite to come and visit. I didn't expect to cross paths with them again. They were just in town to bust up a gang of demon river pirates."

"Always breaking up somebody's good time," Spike interjected.

"Then, a few months later, Giles told me that there were several slayers who had been in Asian regions so remote that the Watcher's Council couldn't access them. He asked me to contact them via astral projection. Which takes a lot of strength, and time, and concentration. Separating my spirit from my body, and all. I guess while I was gone, Sam caught Riley getting some tail - literally - at a demon brothel during Carnival. So she ditched him, turned up on our doorstep…"

"And stole your girlfriend while you were out calling potentials." Spike finished.

"That's about the size of it," Willow agreed. "They have a lot in common. And I didn't even go all black and veiny when I found out, which I think is a big step in personal growth."

"Bah." Spike grunted. "Rio. It's a terrible place for couples." He swept out of the room and called back, "I'll go whip up some of that Heart of Palm soup you were on about earlier."

Illyria, who had been standing across the room staring out the bank of windows, turned and rolled her eyes.

"His sire dumped him in Rio," Willow explained.

"I know." Illyria responded. "It was all he talked about on the way down here. I found it tiresome."

Promptly at midnight, Willow began pouring the red sand counter-clockwise to form her spell casting circle.

Spike had his coat on, and was pacing around the room nervously. "You really think you can do it?" he asked.

"Restore Fred to her body? Well, it's never been done before, but after restoring Angel's soul twice, pulling Buffy back from the dead, and activating all the slayers in our generation, I'm not really going to let that stop me. If I can simply extract Illyria's essence by reversing the process she used to take over Fred, it's possible that I can use the same magic to restructure her internal organs. Especially since her death was mystical."

"Right. Well, I'll stay long enough to make sure that you haven't gone all Big Bad again. But once Illyria is extracted and contained, me and the sarcophagus are on the fast track back to the Deeper Well. Rather go before daybreak."

"That's probably best. Thanks for all your help, Spike. If this works, I'm sure Fred will thank you, too."

"Yeah, well." Spike scoffed. Then he grew serious. "She's a nice bird. Hope it works out for her."

Willow Rosenberg stared at the leather clad woman who lay prone on the bed in front of her. "Are you sure you're ready for this?" she asked.

"This world bores me. There is nothing here but ashes." Illyria replied.

"I'll take that as a yes, then." Willow smiled, as she prepared the small bowl of sacred gemstones needed for the first part of her spell.

Ten minutes later, Willow's hands glowed with light and power, as she released Illyria from Fred's body. A fine gold dust swirled out of Fred's mouth, and Willow's hair turned a bright shade of comic book blue. The candles in the room all flickered, and moments later, Illyria was securely sealed within the sarcophagus, and Spike was packing it up for transport.

Willow, however, was only at the first stage of her ritual. Next, she drained the energy from the healing crystals Spike had provided, and ran her hands over the length of Fred's body. She tucked seven large maidenhead fern leaves beneath her, and melted seven ice cubes of water over Fred's pressure points. The water was from the purest Himalayan stream in Tibet, blessed by the knight now given charge of the Deeper Well.

As the ice melted slowly, the witch began laying the sacred gemstones over the areas of Fred's body where her internal organs would need to be reconstructed.

Bracing herself carefully, Willow focused her attention on the mystical cell pack that Wesley had constructed to hold Illyria's more volatile energies. A mistake at this point could result in an explosion that would level every structure within a two mile radius. Concentrating her entire magical will, she began funneling the essence of Illyria's residual power into the stones, which glowed brightly as they channeled the mystical force of an Old One to undo the damage originally caused by her release into the modern world.

Willow was shaking with the effort of harnessing the additional power. It felt like brain snatching Glory while simultaneously activating the entire slayer line and draining the pure essence of magic simultaneously. It was quite a rush. When the gemstones finally dimmed, she gasped as she cut off the stream of energy. She tied an ancient talisman of Osiris around Fred's neck, and began the chant she had found for the restoration of a human from a mystical demise. The pupils of her eyes dilated as she moved her hand over Fred's heart, and delivered a high voltage does of magically enhanced electricity. She repeated this step three times, then leaned over Fred's unmoving body, and breathed lightly into her mouth. One more jolt of electricity, and Fred's heart began beating again.

Willow breathed a sigh of relief. Feeling almost dizzy with the effort these magics were requiring, she drained the energy from the remaining crystals. She sat cross-legged at the foot of the bed with her Orb of Thessulah and began the familiar chant to call Fred's soul from the ether and restore it to her body. The orb glowed green for a moment, indicating that the soul it contained was human. Using the last of her waning strength, Willow finished the incantation to restore the soul to Fred's body. Fred's eyes flew open and glowed briefly with the light of her restored spiritual essence.

Willow smiled weakly, and collapsed next to Fred.

"Willow?" she said faintly. "You fixed me." Her eyes fluttered closed, and both girls fell into a deep sleep.

Part 2

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