DISCLAIMER: All things Buffy belong to Joss Whedon, Mutant Enemy, and lots of people in expensive suits. I’m not making any money here, just trying to create a happier Buffyverse for my favorite characters.
SPOILERS: Starts during the events of “Earshot,” and contains spoilers for the remainder of S3.
ARCHIVING: Only with the permission of the author.

Second Chances
By rebelrsr



"Sure, Boss. Whenever you need the job done, you let me know." Faith smirked. "So what kinda info can some old guy at the school know? I mean, B told me yesterday Wes and Giles don't have anything on the Ascension."

"They don't?" The Mayor smiled in pleasure. "I bet that's really getting to them. After all, my Ascension is just around the corner."

Shrugging, Faith said, "I hate to be giving you bad news, but Wes isn't the finest example of a Watcher on the planet." She sat up, "What's next?"

"I think we need to move my box to a more secure location," the older man replied. "Why don't you take it upstairs to that unused conference room?" He reached into his desk and pulled out a sealed bottle. "Once you have it in place, pour this in a circle around the box."

"Whatever." The Slayer stood up and grabbed the box. "I'll take my new book and read while I keep it safe."

Her words drew a fond laugh from the Mayor. "Faith, there's no call for you to be up so late. That's what all those vampires are for. Just have a couple of them guard the door. Why don't you head home and get some rest? It's been a busy few days for you."

"OK, Boss. I'll be on my way just as soon as this thing's upstairs." She left the office and strolled back to the main entrance.

"Hey, the Mayor needs a couple of your boys for guard duty," she announced to the skinny vampire behind the desk. The Slayer showed him the box. "Super important ingredients for the Ascension."

Glaring at her with yellow eyes, the demon didn't answer at first. "Just two?" it finally asked.

"Yeah, that's what he said. I'm taking this upstairs to the conference room."

The demon grunted. "I'll send a couple of the guys up in a few minutes, then. Think you can handle it all by yourself for that long?"

Giving the arrogant vampire her best come hither look. "Oh, I think I'll be OK. But, make sure I'm not alone too long. You never know what kind of bad things I could get up to." Laughing at the vamp's stunned look, she sauntered to the stairs. It was a long climb, and Faith used the time to rework her plan. No way was she killing another human. Once, even if it had been an accident, was too much. The Rogue Slayer knew she couldn't risk leaving, though, until she had more information on the Ascension.

Exiting the stairwell, she crossed the hallway and opened the conference room. This was the only entrance. She dropped the box on the gleaming table, poured the pale green powder around it, and turned to leave. Fuck, the door ain't the only way in. Faith looked up. There was a skylight in the ceiling. Remembering Buffy hiding in the bushes outside the building, the Slayer hoped the blonde had called in reinforcements. Short of knocking out the two vampire guards, and giving away her own plans, Faith had only one way to help the other Slayer. On her way out, she locked the door from the inside.

Buffy hopped out of Wesley's SUV and waited impatiently for Angel and Willow to join her. She wanted to get this over with so she could get home and think about the whole "feeling Faith" thing. Once the hacker and the vampire climbed out of the vehicle, Giles reminded them, "Now remember, if anything should go awry, Wesley and I will create a diversion."

The Slayer barely held back her snort of laughter. Right, Giles. Like either one of you will notice something's wrong. You'll be too busy sipping tea and sharing stories of boarding school.

"Gotcha, Giles. Let's go, guys." She trotted toward the emergency ladder. Angel used his greater height to pull it down to street level. Willow climbed first, her progress slow and marked by frequent stops. As soon as she reached the top, Angel and Buffy followed. It was cold and windy on the roof. The three Scoobies huddled close together as they peered through the skylight into the conference room below. The box sat on a table directly beneath the glass.

Angel opened one of the glass panels and Buffy dragged a heavy magic book from Will's bag and handed it to the witch. She opened, and then held onto, a large decanter of powder.

"Thanks," the redhead mumbled, focused on the task at hand. Flipping through the book, the witch frowned in concentration. Holding the book in front of her, she took the glass container and began pouring the powder through the skylight onto the box. As the crystals fell, she chanted in Latin. Where the powder touched the box, blue and green lights flashed. The box appeared to be surrounded by a bubble. Finally, Willow reached the last of the powder. With a flourish of her hand, she finished the incantation. The shield around the box imploded soundlessly. "Oh, yeah, I'm bad," the redhead said triumphantly.

"Four stars, Will," Buffy agreed. "Now," she handed the bag back to her friend, "get gone." The redhead nodded and ran back to the ladder. Angel strapped the harness around the Slayer's waist and she clambered over the window ledge. The slow trip down was harrowing. The pulley apparatus squeaked every time she dropped lower, and Angel's grunts of effort weren't exactly good for her nerves. A few feet from the box, the blonde inverted herself and reached for her prize. As soon she lifted it from the table, an alarm sounded.

"Damn. Angel, it's time to go!" she shouted.

"The pulley's jammed," he called back, yanking impotently on the cable.

Seconds passed as Slayer and box dangled in mid-air. Buffy could hear guards trying to get into the room, but for some reason the door had been locked from the inside. They pounded and kicked at the heavy wooden door, but hadn't yet gotten in.

The blonde glanced up at Angel. Things didn't look too promising on the roof. The vampire must have had the same realization. He gave up on the equipment and leaped through the skylight, landing beside the Slayer just as the conference room door burst open. Two vampires in game face charged in. Since Buffy was still trapped in the harness, Angel grabbed the box and swung it at the guards. The Slayer used the extra time to unwrap the waist belt. Jumping from the table, she joined the fight. The two vampires were good, not the run of the mill kind the Slayer usually faced.

The fight destroyed a good portion of the furniture in the room before they were able to pin the guards to the floor with the heavy conference table. Sprinting from the room with the box clutched tightly to her chest, Buffy smiled. Things might not have gone according to plan, but they had the box. Once Willow did her ritual, the threat of the Ascension was over.

Faith hadn't left for her apartment after securing the box. Instead, she'd found an empty office and sat down to read. It wasn't a normal occupation for the self-styled Action Girl, but she desperately wanted to know more about the Ascension. Paging through the old, yellowed pages, the Slayer found little to help her. While it was interesting to learn that Polgara demons discharged wooden spikes from their hands, there was nothing that screamed "read me" to the bored teen. Deciding to call it a night, she stood. Leaving the office, she trudged wearily to a seldom used emergency exit. Stepping outside, she paused to take a breath of fresh air.

Behind her, an alarm sounded. The box! B must have found a way in. She glanced around. None of the Mayor's vampire guards were in the area. Smiling, Faith started to simply walk away. A noise from above, though, caught her attention. Closing her eyes in disbelief, the Rogue Slayer watched Willow climbing down a fire ladder. She'd never gotten along with the fiery redhead, but maybe she could let the witch know about the contents of the box.

Stepping into the shadows, she waited until the older girl was back on the ground before saying hoarsely, "Hey, Red. Nice night for stargazing. How was the view up there?"

She expected a shriek or the trademark babble. She wasn't expecting Willow to flick her right hand and mumble something. A spark of blue fire jumped from the girl's outstretched fingers. If Willow's aim had been better, or Faith's reflexes a hair slower, the brunette would have been more than singed around the edges. Luckily for her, the flame slammed harmlessly into the side of the building.

"Fuck, Willow. Just wanted to make sure you got out of here safely. Leave the hocus pocus for another time," she snarled. Her senses tingled. Damn, a vamp. "Red, this is real important. You gotta play along. One of the Mayor's boys is coming around the corner." She stepped closer to the confused redhead and pulled her knife. "I'll make sure no one hurts you, but I can't let the Mayor suspect I'm helping you out."

She grabbed the witch roughly, pressing the knife against her throat just as the vampire ran around the corner. "I've got this one. Take a look for the others. They were on the roof," the Slayer called out. In a softer voice, she explained to her captive. "I've got to take you to the Boss. Too many eyes here. Stay cool."

Dragging a reluctant Willow into the building, Faith took the elevator to the top floor. Exiting the car, the brunette could hear the Mayor shouting in the conference room about the missing box.

"Hey, Boss," she said huskily from the door. "The Scoobies may have your box, but looky what we got." She swung Willow in front of her. The Mayor's smile at her statement filled her with fear.

Buffy faced Giles and the gang. "How did you…how did this happen?" she demanded.

"We thought she stayed with you," Giles answered. He looked old, worn. The box sat unexamined on the library table. No one even glanced at it. They were too focused on their missing friend.

"They must have found her when she hit the ground," Angel said quietly. "I'm sorry, Buffy."

"Sorry won't get Will back." She started pacing. "We have to go back for her."

"Buffy, I don't think that's prudent. The Mayor will surely expect us to come for her," Giles pointed out.

"I don't care," the Slayer exclaimed. "Giles, it's Willow."

"You're all missing the point." Wesley straightened his tie. "There is far more at stake than one girl's life." He held up a narrow hand to stop the protest. "We must destroy the box."

"No." Buffy was adamant. "The box is our bargaining chip. They won't kill Will as long as we have it."

Wesley's nasal voice rang through the room. "You're assuming they haven't already."

A shocked silence descended on the room. "I need a volunteer to hit Wesley," Xander said.

"Giles, you know I'm right about this," the young Watcher stated.

Angrily, Buffy took a step forward. "Wes, you want to duck and cover?"

The impeccably dressed man spun to face the Slayer. "Damn it. This box is the key to the Mayor's Ascension. Thousands of lives depend on our destroying it."

It was a point Buffy badly wanted to argue. But her conscience nagged at her. No matter how much she disliked the other man, he was right. Dropping her head, she turned away. Oz sat quietly in a chair, face expressionless. "Oz, I swear, no one's going to hurt her."

The young werewolf merely nodded.

In a voice barely above a whisper, the Slayer instructed. "Destroy the damned box. I'm going back to City Hall." She looked at Giles. "If I don't make it back, Faith is the new Slayer. You know what to do."

Lips pressed tightly together, the ex-Watcher nodded. "Indeed, my dear. Be careful."

No one noticed Oz get up during the tense exchange, but everyone looked at him in horror when the urn for the spell shattered against the wall.

"OK. New game plan," Buffy said into the silence. "We make a trade; the box for Willow. Giles, make the phone call."



"Faith, you always give me such amazing gifts," the Mayor beamed. "The little witch." He laughed. "Now, what shall we do with you?"

Trying to keep her voice level, the Slayer said, "I was thinking about that. See, I figure Buffy and the Super Friends will come running to save Red here. Maybe we should set a trap."

The older man hesitated. "Hmmm. You could be right. For now, though, put her in the storage room down the hall and post a guard."

"Got it, Boss." Faith pulled her captive back into the hall. Relaxing her grip while still forcing the redhead to go toward the storage room, the brunette whispered, "OK. We need to find a way to get you into the Mayor's office. I'm still working on a plan." She wrestled open the door to the small, cluttered room. "Stay put until I got something lined up." Not waiting for an answer, the brunette shoved Willow inside and closed and locked the door. Slowly, she returned to the Mayor's office.

"All locked up," she said cheerily. "Mind if I use your phone to call for a guard?" Faith walked into the room and leaned against the long desk.

The Mayor was deep in thought. He didn't respond verbally; he just waved a hand at the phone.

"Thanks." Dialing quickly, the Slayer made arrangements for a single guard to stand outside the room holding the young witch. After completing the call, Faith sat back and watched the older man. Tension tightened his jaw and his hazel eyes were cold. The brunette knew she needed to tread carefully.

"So, Boss, you just gonna let Red stew in the room?" Hoping the movement looked casual, she leaned back in the chair, fingers laced behind her head.

Focusing on the young girl, Wilkins tilted his head questioningly. "That's the plan. Why, Faith? Did you have something else in mind?"

"Maybe." Thoughts racing, the Slayer decided to go for broke. "What if we sent Red back to the gang with some information?"

"Like what?" She had his attention. The Mayor leaned across the desk.

Fuck, give me a minute here. The last details still weren't set in her mind. "Well, you and I both know B's gonna come for her. What if we arranged for her to 'escape' and get a look at some of those Books of Ascension you got tucked away." Seeing her employer frown, she rushed on, "Don't freak out or nothing. We'll make sure she don't see anything really useful."

"Hmmm. It's devious and a little risky." Faith held her breath. The Mayor gave a shout of laughter. "I love it. We'll send the irritating Slayer and her friends on a wild goose chase."

The set up was perfect. The vampire guard watching Willow understood the job, and Faith and the Mayor were baiting the trap. Smirking at the older man, the Slayer leaned against the closed door and listened intently. "OK, Boss. The vamp just went into the room." She paused and chuckled. "Seems Red's grown a pair since I've been gone. She just dusted your boy." Straightening, the brunette looked at Wilkins. "It's show time."

Opening the door to the office, Faith strode through. "You'd have to be brain damaged to come back here tonight," she tossed over her shoulder.

"You ever have a dog?" the Mayor asked in response.

"What?" Faith frowned. Just follow the script, damn it.

"I did," the older man said, closing his office door. "Rusty, an Irish Setter. Swell little pooch." He joined Faith as she meandered down the hallway, passing a hidden Willow. "A dog's friendship is stronger than reason; stronger than its sense of self preservation."

He would have continued his bizarre story, but the Slayer cut him off with a raised hand. "She's in the office."

"Magnificent." He smiled fully. "Well, done, Faith. You've really been an asset today."

Blushing at the praise, Faith said, "Thanks, Boss. You mean a lot to me."

Clapping her on the shoulder, the Mayor directed, "Now, go and make sure the little witch only finds what we want her to. She's had enough time to paw through my things."

"No problem. Give me about fifteen minutes to do my thing." She left the older man in the hallway, heading for the office and Willow.

She wanted to give the witch as much time as possible to find the information the Scoobies would need to defeat the Mayor, but the older man would get suspicious if she waited too long. Quietly entering the office, she walked up behind the redhead. "Well, look at the bookworm," she mocked.

"Faith!" Willow spun around.

"Take it easy, Red. The Mayor thinks we're setting you up with some bogus information. We've got about fifteen minutes to find the actual info on the Ascension." She sat down behind the stunned girl. "Hand me a book and let's hurry this up. I don't even want to think what the Boss would do to us if he found out I was double crossing him."

Faith took the book Willow gave her and flipped through it. "Gonna have to help me out, Red. What am I looking for?"

At first, the Slayer wasn't sure the Scooby was going to answer her. "We're looking for anything mentioning the Ascension." At Faith's incredulous look, Willow babbled, "Hey, we don't have any information at all. It's the best I got."

"Right." The brunette turned back to the book.

The sound of rapidly turning pages filled the room. "You know, Faith, it's too late."

"Hey, I thought you Scoobies were always filled with cheery thoughts and positive energy."

"No. It's too late to smile and say 'hey, guys, sorry. I chose the wrong side.' You can't just expect us to welcome you back."

The words hurt more than she imagined. Struggling to hide her pain, she said hoarsely, "Maybe it's time I just did the right thing."

Willow never looked up at her companion. "Wow. I guess that's admirable. But I'm wondering what you think you can get out of all this. You know, it didn't have to be this way. But you made your choice."

"And now I gotta live with it, yeah, yeah. I've heard it all before." The redhead had no idea how deeply she had driven a knife into the Slayer's heart. And Faith hoped she never figured it out. "Shut up and keep looking. We've got maybe six or seven minutes before the Boss comes back."

The next minutes passed too quickly as far as the brunette was concerned. While she wanted the witch out of her hair, they still hadn't found anything remotely useful. Then she spotted a passage in the book that detailed the events of the Mayor's Ascension. "Willow, here!" She didn't bother showing the redhead. Her Slayer hearing picked up the Mayor's footsteps in the hall. Ripping that page and another random page from the book, she shoved it back on the shelf and stood up. Glancing briefly at the extra page, she pushed it into a pocket.

"Hide this somewhere." She stuffed the page on the Ascension in the witch's hand. "It'll tell you everything you need about the Ascension." The witch opened her mouth to ask a question. "Look, the Mayor's on the way. Let me finish. Inside the box Buffy stole are some big ass spider things, and there's some professor at UCS the Boss is afraid of. I don't have a name. He knows how to stop the Mayor, even after he Ascends." She grabbed the older girl and dragged her into the middle of the room.

"Play along. No matter what." Faith could tell things were moving too fast for the witch. "Just do it, Willow, or we're both dead!"

The footsteps were getting closer. "Sorry for this, Red." The Slayer backhanded the other girl, and Willow tumbled to the floor. Not giving her a chance to say anything that might get them both into hot water, she reached down and hauled the redhead to her feet. "You're begging for some deep pain," she said in a loud voice.

Amazingly, Willow smiled. "I'm not afraid of you," she answered in a clear, ringing tone.

Keeping her own face expressionless, Faith pulled her knife from its sheath. The ornate double blade gleamed in the low lighting. "Let's see what we can do about that." Although the witch flinched a bit, she didn't back down. Moving closer, the brunette pressed the blade lightly against her companion's throat.

"Girls, I hope I don't have to separate you two," the Mayor said from the doorway. "Now, Faith, you can play with your new toy later. Something's come up."

This wasn't part of the plan. Tensing, Faith looked at the older man. "Everything, OK, Boss?"

"I just received a heck of an interesting phone call," he answered. "Faith, you know I don't like to repeat myself." The Mayor gestured to the knife. Quickly resheathing the weapon, the Slayer moved away from her captive.

"Sorry. So, about this phone call?"

"It seems you were right about Willow's importance, Faith." He smiled happily in her direction. "Buffy wants to give me back my box in exchange for her friend."

Standing in the school cafeteria, Buffy glanced around. Giles and Wesley stood woodenly in one corner while Oz and Xander made sure all but the main entrance was locked.

"The whole place is locked down, except for the front," Oz commented.

"Yeah," Xander joked. "It gives me that comforting trapped feeling."

Not bothering to look in their direction, Buffy said, "One way out means one way in. I want to see them coming."

As soon as the words left her mouth, all the lights went out. "I don't think they want to be seen, Buff," Xander quipped.

"That's OK." Angel smiled in the darkness. "I can see alright."

The doors to the cafeteria swung open. Richard Wilkins III strode in followed by Faith. The other Slayer held the captive witch at knifepoint against her chest. Like two gunfighters at high noon, Buffy and His Honor paced to a spot in the middle of the large room.

Grinning manically, the Mayor piped, "This is exciting, isn't it?"

The blonde Slayer took a minute to respond. A quick glance showed her friend in one piece with no obvious signs of abuse. Checking her new link with Faith, Buffy was surprised to feel anxiety surrounded by a surprisingly strong level of satisfaction.

"Let her go," the Slayer ground out.

"No." Buffy's eyebrows rose at the unexpected response. "Not until my box is in my hands." The laughter faded from the Mayor's face and voice. "So you're the little girl who's been causing me all this trouble.

"She's pretty, Angel," he directed to the tall vampire behind Buffy. "A little skinny. I just don't understand why it couldn't work out between you and my Faith. Guess you just have strange taste in women."

The feeling of revulsion Buffy had sensed the night in the Manor was back. Faith really didn't like the idea of a relationship with the vampire.

"Well," Angel replied, "I guess I just like 'em sane."

That hurt. Buffy flinched at the emotion pouring down the link. I really need to find a way to block this out.

"Angel," Oz cautioned. The Dark Slayer had tightened her hold on his girlfriend.

"That's enough. We don't need to be talking about this." The blonde Slayer needed this to be over. "Make the trade."

Angel picked up the box and moved to Buffy's side. Faith dragged Willow forward. They stared at each other for a moment. Finally, the Rogue Slayer shoved the young witch into Buffy's arms and yanked the box from the vampire's grasp.

"Well, that went smoothly." The Mayor smiled genially at the assembled group. "Let's go, Faith. You've had a long day and I want you to rest up for the big job you've got coming up."

Faith followed the jubilant Mayor into City Hall. He hadn't said much on the drive back from Sunnydale High School, and the Slayer had been able to think about exactly what she'd done. Despite his evil nature, the older man in front of her had been a father figure. He took care of her; praised her; wanted what was best for her. She'd betrayed him, and provided his enemies with the information they needed to kill him.

Sunk in her own depressing thoughts, she didn't at first notice the Mayor had disappeared from his office. Huh, wonder where he went off to? Must not be planning on being gone long, though. Left that creepy box in here. Restless, Faith walked over to peer at the framed photos on the wall. Smiling images of Richard Wilkins III and his family stared back at her. Feeling the weight of her earlier actions dragging at her shoulders, the Slayer forced herself to stand up tall.

She decided to get a drink from the small fridge behind the desk, but stopped in the middle of the room. Her Slayer senses screamed. Fuck, she thought, there must be, like, twenty vamps out there. Fighting the urge to hit the hallway and Slay the horde, she grabbed the soda and perched on the edge of the desk. Her boss re-entered the room.

"You got anything else for me tonight, Boss?" she asked.

The older man was quiet as he approached her. "Well, Faith, I had planned on sending you home to get some rest. But, let's watch a little movie first."

The Slayer raised an eyebrow at the statement. "You wanna have Movie and Popcorn Night?"

"Not exactly. This is just a short clip. I think you'll find it interesting, though." He opened up a large armoire, revealing a TV set and VCR hookup. Shoving in an unmarked tape and flicking on the television, the Mayor turned to Faith. "After Alan rifled my files and discovered my Ascension plans, I decided to beef up security."

The brunette nodded absently, her attention on the screen. The picture was black and white and a little grainy, but the image looked a lot like the Mayor's office.

"The first thing I did was add more vampires to the after hours force." He crossed his arms and stood next to Faith. "Then I had a set of cameras and microphones installed in my office."



Faith heard the Mayor's words through a roaring in her ears. On the TV screen, an image of her and Willow looking through the Books played on. Swallowing hard, the brunette tried to convince herself this would all work out.

"Hey, Boss, you don't really think I helped her out? Come on, it was all part of the plan." Her voice wavered at the end.

Pursing his lips, Richard Wilkins III moved his gaze from the screen to the Slayer. "I said exactly that to the Chief of Security. Unfortunately, he let me listen to your conversation." He didn't wait for the young girl to make excuses. "Boys!"

The door slammed open and vampires poured into the room. A sad look on his face, the older man moved away from Faith. "Kill her."

The Slayer thanked whatever deity or power was watching out for her. The office only had one entrance. The horde of vampires didn't have enough room to spread out and she started working on the Mayor's henchmen in groups of two or three. Grabbing a chair, Faith wrenched off a couple of the legs. They were dull, but with enough force worked well as stakes. The brunette teen jammed one leg into the chest of a tall, thin vampire. Even before he'd turned to dust, she was moving.

Tossing another demon into a group hovering in the background, she tried to clear a path to the door. It was a mistake. As long as the Mayor's desk had been at her back, the vamps had trouble surrounding her. Once she committed to running, though, the remaining demons encircled her. Cursing, the Slayer threw both her stakes into the crowd, dusting two more. It helped – but not enough. Faith drew her knife and crouched low, waiting for the attack.

Two more vamps rushed her from the front. One got in a lucky punch, knocking the girl back into the arms of another. The knife dropped to the floor. Pushing off with both feet, Faith flipped backwards over the demon who'd been holding her arms. She landed near the wall, but had no weapon to use. Ducking blows and kicks and dodging the various lunges, the Slayer headed for the window. It was a long way down, but it offered a slight chance of survival. Diving head first, Faith crossed her arms over her head. Glass sprayed around her.

The Dark Slayer hit the ground and tried to roll with the impact. Pain ran up both legs, and the brunette struggled to stand. Damaged legs or not, staying meant certain death. Limping heavily, Faith headed for the first safe place that came to mind.

Buffy watched her friend animatedly retell her adventures in City Hall. "A-and then Faith came in and said the Mayor wanted me to bring back bogus information, but she was going to help me find the real stuff."

Leaning forward, Buffy pressed, "Did she? Help, I mean."

"Yeah. She sat down next to me and started looking through the Books. I didn't believe her though, and I was all: 'You can't just expect us to take you back.'" She nodded in apparent satisfaction.

"As fascinating as all of this is," Giles cut in, "could we just get back to the point? You actually had your hands on the Books of Ascension?" He waved his glasses around in agitation.

The redhead grinned and chewed on her gum before answering. "Volumes One through Five," she confirmed.

"Is there anything that you can remember about them that could be of use to us? Anything at all?" the older Englishman pleaded.

"Well," the young witch started, "we were in a hurry. Faith kept freaking out about the Mayor coming back. But she claimed to find a page that had all the details of the Ascension."

"Really?" The Watcher's eyes lit up.

Willow frowned. "I didn't get a chance to look at it, though."

It was painful to see the hope disappear from the older man's expression.

Taking pity on the obviously overwrought man, the red head flashed a quirky smile. She pulled a crumpled page from the pocket of her dress and thrust it at Giles. "See what you can make of this?" Giles nearly laughed in relief and turned toward his office. "Hey, Giles?" Willow sounded more like her old self: hesitant and unsure.

"Yes, my dear?" He gave her a fatherly smile.

"Faith told me some other stuff, too. It didn't make sense, but it might be important." Willow frowned. "She was big time worried when she told me."

The ex-Watcher sat down in one of the chairs. "Was it about the Ascension?"

"Yeah, but not book stuff." She thought for a moment. "She said the Box of Gavrok had creepy spider things in it, and the Mayor wanted some professor from UCS killed. He had information on how to beat the Mayor, even if he completed the Ascension."

Wesley wandered over from his location by the stacks. "Spiders, you say?" He rubbed his chin. "The Ritual of Invulnerabilis mentions eating spiders to imbue the caster with healing ability."

"So, Wes, the night wasn't a total loss." Buffy couldn't resist the verbal jab. "We've got a diagram of the Ascension and we know what His Honor is using the Box for." She grabbed Willow's hand. "We did alright."

"Alright?" the young Watcher echoed. "You can't be serious. We might have information about the Ascension. Faith may have been laying a trap for us, sending us off in the wrong direction." He glared at the two girls before stalking off.

The three Scoobies sat quietly for a minute. "Oh, bloody hell," Giles finally muttered. He'd been reading the page Willow had given him.

"What's wrong?" Buffy wasn't sure she could take any more bad news.

"Since the Mayor still has the Box, we can't halt his Ascension. He'll be able to complete the invulnerability ritual." He rubbed his eyes.

"So that's it?" the Slayer asked.

Giles looked shocked at the question. "Of course not, Buffy. I dare say Faith went to considerable trouble and put herself in great danger to give us this information. We simply need to discover how to use it."

"Does anybody else think we've read every single book in this library these past few weeks?" The Slayer hopped off the counter. "I'll call the guys, let them know another research party is in progress." She reached for the phone and then gasped.

"Buffy?" Willow could see lines of strain bracketing her friend's mouth.

"It's Faith. She's hurt." The blonde moaned. "Giles, we have to help her. She's so scared."

Her ex-Watcher rushed to the counter. "Can you tell where she is?"

"No." Buffy shook her head. "All I get are her emotions." Tears ran down her cheeks and she breathed in hoarse sobs.

"It must have just happened," Willow commented. "You weren't getting her emotions until a minute ago. The Mayor would have taken the Box back to City Hall. We need to search that area. Even a Slayer can't run too far when they're hurt."

Visibly shaking, the blonde straightened. "Right. I'll call Oz and Xander. They can meet us there." She picked up the phone. "Giles, bring the car around. We'll be outside in a few minutes."

Faith pressed into the doorway, panting. The Slayer had managed to avoid the Mayor's goons, but the effort had drained her. She'd planned to head for Buffy's house, hoping the other Slayer or Mrs. S would help her out. But the brunette wasn't sure she could make the trip, now. It was taking all her strength just to stand. Extending her senses, Faith felt the thrum of vampires nearby. Fuck, how did they get so close?

Straightening, she limped down the alley. She'd moved too slowly. A vampire blocked her path, smirking at the obviously wounded girl. "Going somewhere, Slayer?"

"Thought it looked like a nice night for a walk," Faith shot back. She was unarmed, alone. She glanced around. The alley was devoid of anything useful. "You wanna join me? We could head toward the cemetery. I hear it's pretty this time of night."

The vamp shifted into game face. "Enough small talk," he lisped. "It's time for you to die." He rushed at the shorter girl.

Waiting until the last moment, Faith dodged. Her ankle buckled, but she avoided the demon's grasp. She turned to face the vampire, knowing it was too late to run. "Looks like it's just you and me. Don't like your chances," the Slayer bluffed.

Growling, the big demon took a step toward her and swung. Ducking, Faith returned the blow, catching the vampire in the stomach. He grunted, but didn't go down. Cursing, she tried a kick, but her anchoring leg couldn't take the additional weight. She fell and her opponent took advantage of her weakness. Lashing out with a booted foot, he made solid contact with her head. Faith curled into a ball, struggling to stay conscious. Her vision greyed around the edges. She had to get up. If she went down now, it was all over. Palms flat on the pavement, the Slayer pushed, trying to get up. Her arms gave out before she was more than a few inches off the ground. Closing her eyes, she waited for the end.

"Hurry, Giles!" Buffy snapped at the older man. "Doesn't this rattle trap go more than twenty?"

Concentrating on the road, the older man spared a glance for the anxious teen. "Indeed, Buffy. However, we aren't sure where we are going. Should I rocket down the street and perhaps pass Faith up?"

Willow jumped in before the blonde could say anything else. "Hey, guys. Let's use our heads, OK?" Two sets of eyes glared at her in the rearview mirror. "Ummm, if the Mayor's vamps are after Faith, then Buffy should be able to sense them. Won't they be all gathered in the same place or something?"

Her rapid-fire delivery was rewarded with a beaming smile. "Way to go, Will. You're right. Pull over, Giles. I need to be stationary to do this." Smirking, she couldn't resist adding, "Of course, we're barely moving now. It might work right here."

The car nosed up to the curb and stopped. Holding up a hand to ward off any chatter, Buffy reached out with her Slayer senses. For the first minute, it appeared the action wouldn't work. However, as she regained a bit of inner calm, the Slayer could feel the vampires clustered near the Sunnydale theatre. "The theatre, Giles." The exploration with her senses heightened her awareness of the other girl's emotions. The pain was overwhelming and fear mixed with the brunette's despair. Faith was giving up.

Having a location, Giles pushed the Citroen to its limits. They careened through Sunnydale, ignoring traffic signals and the occasional car. Screeching to a stop in front of the deserted movie theatre, the three Scoobies jumped out of the car. Buffy hesitated, making sure they had the correct direction. "This way." She took off, leaving Giles and Willow to follow. Sprinting down the block, the blonde counted a dozen demons in the area. They'd have to be careful.

Following the trail of emotions, Buffy ran for the alley near the end of the block. Rounding the corner, she saw a vampire repeatedly kicking a body on the ground. Rage surged through the Slayer and she grabbed the vampire and slammed it into the nearby wall. Letting emotion control her, the blonde continued to pound the vamp into the bricks, not caring that he was unmoving in her grasp. Giles and Willow ran up as the angry blonde finally stopped. Dropping the bleeding and battered vamp to the ground, she turned to her backup.

"Go back for the car. I'm going to carry her and meet you halfway." Not waiting to see if they followed orders, Buffy knelt next to the taller brunette. Faith barely seemed to breathe and blood matted her hair and trickled from her nose. Carefully, the Slayer slipped her arms under the injured girl and lifted. The disparity in their heights made the job awkward, but Buffy cradled her former enemy against her chest and paced slowly down the alley. With the close contact, the blonde was inundated with Faith's emotions. Bowing her head at the lingering fear and throbbing pain, she pressed her lips to the brunette head. "I've got you, Faith. I promise."

Part 13

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