The little boy with the dirty hands stared at her across the counter silently as if he could sense something about her that other humans couldn't. Anya narrowed her eyes. From some instinct she attributed to the maternal part of her body, she wanted to wash his grubby hands and sticky face. She also feared he might touch the merchandise. He had a lollipop that made one cheek lumpy. And, strangely, he wore a brown suit that wasn't at all suitable. It looked like the kind of thing someone might unpack from an attic trunk, like the childhood garb of a grandfather, or a great-grandfather, not that she had either one of those, but it wasn't hard to extrapolate, once you watched enough television.

He was quite repulsive. And he kept staring at her, and making small piglike noises around his lollipop. She was not going to break first. She was an ex-demon, and he was a powerless boy, probably no more than ten. Powerless, and yet possessed of a horrible, basilisk stare not unlike what the screaming souls of the damned might see as they were conveyed naked and bleeding on giant hooks through the very gates of Gehenna.

"Hello, little boy," said Anya, smiling. "What can I do for you?"

His mannikin dominance satisfied, he shoved the flyer across the counter, then turned to leave.

"What is this?" Anya asked, picking it up and staring at it. "Carnival," she read. "One week only. Thompson's Field." She looked up to find him almost out the door. "Hey," she called. "You. Little boy." She clicked across the floor to him, and instead of running off like any normal child he waited with an unnatural readiness to enter another battle of wills. "Clearly, you expect me to hang this in my clean, sparkling window, on which you'll notice," she waved her hand, "no other flyers. Why should I divert our valuable business to yours? I have a strict policy of accepting no advertisements without a reasonable consideration."

She held out the flyer--as the bells above the door tinkled and Xander walked in--and kept holding it out while the boy stared at her, trying to bend her will to his. She glared back at the little bastard.

"What's up," said her honey, unable to pass by their stand-off. He took the flyer from her hand. "Carnival!" he exclaimed, in the voice of another ten year old. "Oh, man, oh man." He looked at the boy. "You got a Ferris wheel?" he asked. The boy nodded. "Fun house?" Nod. "Got the big top?" her idiot manchild asked with a grin. The boy nodded. "Don't talk much do you?" Xander said. The boy just stared, and the grin on Xander's face faded slightly as he stared back into the kid's eyes, growing mesmerized.

"Don't look at him," said Anya impatiently. "Don't play his game!"

Xander glanced at her, with a certain something in his expression. She thought of this as his 'Not Yet Irritated But Vaguely Thinking About It' Face. "He's just a kid, An."

"Trust me, I've seen plenty of big evil come in small packages."

She was trying to warn him, but she could see him brushing her off. "Begone wit' ya," he said with a fresh smile to the kid, who slipped around him and skedaddled out. He tried to hand the flyer over to Anya, but she refused to take it.

"I don't want that. You know my policy." She felt aggrieved. She hated it when he forgot things about her. And he was wearing his green shirt, the one she disliked, the one she'd told him not to wear this morning. On her mental tote board, she added that to the eggs he'd undercooked and a particular tone of voice he'd used when she walked in on him in the bathroom and commented on the odor. Four misdeeds, balanced against the tiny smile on his face when he woke up and looked at her, the morning sexual pleasure he'd given, his shower song about sacred sperm, the adorable way he'd wiggled his toes and spoken to them while putting on his socks, his promise to go shopping with her for new towels, the almost humorous joke he'd made about bacon, the way in which he'd handed over the funnies when he was done, and--

"It's a carnival," he said, as if that explained everything. He walked into the shop, forcing her to follow. As he tossed the flyer on the table, he caught her expression. Making an invisible frame with his hands, he said, "So you got your fun: movies, bowling, hangin' at the Bronze with your homies. For your big fun, add a few beers to the mix, maybe end the night with a rousing game of spin the tail on the bottle." She gave him a knowing look. Always with the sex. "Then," he said, tapping the flyer, "you have Official Big Fun, in which two-headed dogs are viewed, funnel cakes eaten, and sixty-foot heights of vomiting are sometimes achieved."

"Dogs? Funnels? Vomiting?" said Anya in horror.

Xander sat and got a distant, stupid look in his eyes as he smiled. "Man, I haven't been to a carnival since I was seven. The bustle of the midway, the heady scent of popcorn in the air, the lights of the great Ferris wheel turning and turning...." He paused, head swaying back and forth in the gyre of memory, then went slightly more glassy-eyed, put his hand on his belly, and burped.

"Oh my god, they've gotten to you," Anya said accusingly.

"Who?" said Xander in confusion.

"The carnies. When you were a child, they took advantage of your vulnerable human mind and converted you to their twisted ways. I've never trusted them. They have their own union, you know. You'll never see them calling a demon for vengeance. Always Gypsies." She sniffed and dipped her gaze. "Though I must admit, the Romany do have a gift for creative curses."

"I was not twisted by Gypsies," said Xander, as the entry bells tinkled. "Or anyone other than my appointed parents, teachers, and peers--and maybe one or two clowns."

It was terrible, and terribly sad at the same time. Anya gave him a sympathetic look. "Xander. You were only seven. How could you resist?"

"Resist who?" said Tara, walking in and looking back and forth between them.

"Xander's soft little mind was warped by carny folk, and now he thinks vomiting on dogs is fun."

"Oh," said Tara, blinking first at her, then thoughtfully at the floor tiles, then going to sit down.

"Who wants car-ni-vallll," said Xander, sliding the flyer across the table to Tara. A sing-song of excitement was back in his voice, as if their conversation had been wiped from his mind. Anya sighed and tried to stop worrying. He was impressionable, yes, but perhaps he retained only a few bright memories of his carny-tainted childhood, like a magpie recalling its shiniest trinkets. After all, if he couldn't remember a simple conversation for five seconds at a time, or her policy on flyers, or her fondness for oral sex (receiving, not giving--he always got it backwards), then could the wily carnies have made that much of an impact?

"Carnival?" said Buffy, wiping strands of sticky hair back off her forehead as she approached the table. She sounded unenthused, and Anya sensed they might have an affinity of dislike. This warmed her and gave her that satisfied feeling she associated with right thinking. She wanted to share a bonding moment, though not one involving hugs, because after all Buffy was perspiring and standing in the middle of the shop where customers might see her.

Xander handed over the flyer and started to say something, but Anya cut in, "It can only be trouble."

"What kind of trouble?" wondered Tara.

"Oh, any number of things," Anya said, waving a hand. "The carnies are probably demons who feed off the souls of children, while the fat lady is hungry for their flesh--or perhaps the tigers are shapeshifters who'll cut a bloody swathe through the populace. Of course," she said thoughtfully, steepling her fingers, "it could just be evil clowns."

"Evil clowns?" said Xander with a nervous laugh, looking around. "Come on."

"Oh," said Tara, picking up the theme, "The Tunnel of Love...it could be the Tunnel of Terror." She nodded knowingly, but also smiled a little, clearly not taking Anya seriously. Anya made ready to retort, just as Buffy said calmly,

"It's an evil carnival."

Xander and Tara looked at each other. "You sound...very sure," said her honey, sounding very dubious himself.

Buffy tossed the flyer back on the table and grabbed the ends of the towel hanging from her neck. "It's Sunnydale," she said grimly. "There's certain to be an unfunhouse of death, or an evil hypnotist, or freaks who'll--" She paused, at a momentary loss. "--be all freaky." She shook her head once in resignation. "We'll have to check it out."

"Great!" said Xander, rubbing his hands together. "One carnival of terror, coming up!" When everyone stared at him, he said, "What? Come on, lighten up. Pay heed to the law of irony." He held up one finger. "If it looks sinister, it's probably perfectly innocent. If it looks too good to be true, it must be evil."

"What exactly are you saying?" said Buffy, folding her arms and cocking her head.

With a cautious look, Xander said, "Okay, now I--"

"Yes," said Anya, "and by your logic, if you think the carnival is good, wouldn't it actually be evil?"

He gave this a second's thought. "Well, I--"

"What's your poofy bloke going on about now?" Spike asked with no uncertain boredom as he came to stand next to them.

Xander looked from Buffy to Anya to Spike, then shook his head as if to clear it. "Yeah," he said. "We're all going to die."

Vindicated, Anya smiled. "As long we understand that I was right all along."

Willow glanced back over her shoulder as she descended the cellar stairs, making sure that no one followed. The edition of Fenwhar she'd taken from the shop last week weighed heavily in her bag and she'd felt sure someone would notice its bulk, stop and question her. But she'd walked right to the cellar without capturing anyone's attention. Xander and Anya spared her no more than a distracted glance from their mild argument, and Buffy be-bopped in place with back turned and headphones on, shelving new stock. Tara's books had been on the table, but no Tara in sight.

She went straight to the bookcase and hid the book inside, setting it with care among the other things, then straightening up and shoving the shelves back into place. She cast a spell against its discovery and gave it a long, pensive stare, then turned to find Spike watching her with hands in pockets, head tilted with interest. It took everything in her not to jump and shriek like the sixteen year old she'd once been, back when he'd had the power to terrify her in ways intimate and permanent, to hurt her the way he could hurt Buffy now. At any time. At his whim.

"What are you doing here, Spike?" she said coldly, relieved to hear no trace of stammer in her voice. "Spying on me?"

He straightened his head, gazed at her in his unswerving, knowing way. "You're standing on my exit hatch, pet." He nodded at the trap door beneath her feet. And damn it, Willow couldn't tell what his calm covered for, if anything. If he'd seen, if he hadn't, what he knew, what he didn't.

"Don't call me that." She kept her voice curt, but felt savagery threatening her control. "I'm not your pet."

This earned her a look of artificial surprise, brows raised toward his sleek, blond hairline. And she could see him again as he would become, in a flash of vision: head lifting, shadowed by the brim of a dark cap, cigarette jutting from his lips as he surveyed demonic chaos and relished it. "On bad terms again, are we?" he asked. "Or's it your turn now to inflict the female curse on all mankind?"

"You're not mankind. You're not any kind of kind. And you're not a man."

Spike's eyes narrowed as he held hers for a moment, and then he looked down with a mask of self-restraint, rolling unspoken words on his tongue with a hard, ironic smile. He was impotent against her and he knew it. The flush of power Willow felt did nothing to take the edge off her rage. That power was only a bluff now, her secrets rendering her just as helpless. Driving Spike away again, maybe even killing him--she wouldn't flinch from these acts if she could be sure they wouldn't lead a chain of consequences to Buffy's death. Even in that last vision, against every evidence that Spike would revert to his true nature, Willow had seen him save Buffy from an otherwise fatal fall.

That didn't mean Willow couldn't hate the perverse son of a bitch, now that she knew what was to be. There was only big pain ahead for Buffy--for all of them. And Spike was at the center of it.

"Just stay out of my way," she said, and started to brush past him.

"Hold on, Red." Spike blocked her with care, holding up his hands and not touching her. Good thing, thought Willow, as she darkly contemplated loophole curses, unpleasant and unfatal. His nearness made her skin prickle. Up close like this, what was human in her reacted to everything unnatural in him. Even without Tara's particular gift, she could sense for a moment his aura, how its dead grey light clung to his skin, electrical but cold. How could Buffy stand it?

Spike's face had grown more serious, and a little frown of confusion knitted his brows. "Look, whatever I did, I'm--" He hesitated as if genuinely at a loss.

"You're what?" she challenged.

"Sure I had good reason to," he finished, in a weird parody of earnestness he probably believed. "Don't want to find myself on the frog-makin' end of your wand, though. If I've pissed you off, I'll fix it right."

You can't fix what you haven't done yet, Willow thought. And looking up at him, she almost wished she could forget. Return to comfortable animosity, unthinking distaste. This terrible fear and loathing wasn't entirely new--she'd felt it when she'd first found out about him and Buffy. It was only the truth she'd rediscovered, and it made her his worst enemy, and Buffy's best friend. She couldn't turn her back on the truth. On him.

"There's nothing to fix," Willow said, and she realized in that moment what she had to do. She forced her body to relax. "I was just cranky. You, you surprised me." And she gave him a small, disingenuous smile, hoping her eyes didn't glitter too darkly, that he'd overlook the racing pulse which was making her insides shudder.

"I surprise a lot of people," he said quietly, forcing his gaze on hers.

To that, she had nothing to say.

It was a balmy night with only a hint of autumn in the air, and everywhere on the block, windows had been raised to let the outside in--at least through screens. But anyone looking at the front windows of the Summers house would notice them shut. They were always shut, no matter how nice the weather.

It was that sort of house.

"...daring young man on the flying trapeze, and the lion-tamer and the lady on the pony," said Xander, to an avidly listening Dawn. "Though not the lady and the pony, because that would be a different kind of show. And then we'll hit the midway, and I'll find that guess-my-weight guy and outwit him with my weightiness. A lot has changed since Xander Harris was sixty-seven pounds. Plus," he said, leaning forward confidingly from the couch, "I've got a secret weapon."

"Doughnuts?" said Dawn, making an inquiring face.

"Extra sweater," said Xander. "And this." He dug a grey, metal ball his pocket, handed it over to her.

"Whoa," she said, as its weight made her hand drop. She hefted it a few times. "What is it?"

"Cannon shot. Civil War. Yep, I'm packin'. He won't be expecting that, my friend."

Faintly amused, Buffy looked away just as Willow came down the stairs, looking cute in her knitted pullover and jeans. Except the cute didn't quite reach her smileless face. Buffy felt her concern rise a notch. She'd barely seen Will all week; it was like her friend was avoiding her.

"Hey, you," she said, walking over. "I'm glad you're coming tonight. It kinda feels like days since I've seen you."

"You saw me this morning," said Willow mildly.

"Oh, I know," said Buffy at once. "I know...I just mean, see you for more than two minutes over coffee." She smiled to take any sting out of the words.

Willow frowned, though. "Did you think I wouldn't come tonight? I'm always on call for a little recon, not to mention slayage. I'm not just spell, book, and candle girl, you know."

"Of course," said Buffy, nodding smartly to hide her discomfort. She felt like the big sister to the world and wished she'd never said anything. She sought a change of topic, reaching for the one closest to her thoughts lately. "So, speaking of books in the researchy way, I've been meaning to ask you--"

"Hey, was that the door?" said Willow. She went to answer it, but it was already opening and Spike was walking in, bringing in the lingering warmth of day from the darkness. Buffy stared at his outfit for a moment of paralyzed dismay, trying to take it in: faded jeans, a pale denim shirt buttoned up over his black tee, a bomber jacket. And hiking boots. If you squinted, ignoring the rebel hair and the age of his eyes, you could almost believe he'd just come from class, leaving a pile of textbooks out in the Jeep.

"What the hell are you wearing?" she blurted.  "And who--where did you get those?"

"Goin' undercover, aren't we?" asked Spike, answering her appalled gaze with his most innocent expression. "Blend with the common folk, get the mark's-eye-view on your evil carnival."

Buffy looked to Willow for a sanity check, and Willow looked back with an expression devoid of humor or goodwill toward vamp. Ouch, thought Buffy. A defensive instinct she couldn't name and didn't like to think about kicked in, and she let her own judgment go. "Well, you'll blend all right," she said to Spike dryly. "Below the neck, at least."

"Maybe you can put a bag over his head," suggested Willow, walking between them to enter the living room.

Okayyyy, thought Buffy, raising her brows. What was that?

"Bit nippy in here," remarked Spike, gazing after her with darkened eyes that might have been wounded, or angry. Buffy hated to see those looks on him, at least when not directed her way as prelude to a kiss.

She grabbed his arm and pulled him into the dining room. "What did you do?" she asked in an accusing whisper.

Staring at her, he rolled his jaw as if working off a punch. "Yeah, right. Course. What did I do. Oh, right--bein' all demony. Just a guess, mind. Red's not exactly sharing."

Unhappily, Buffy sighed and added this to her pile of worries. One she'd have to get back to later, but not tonight, because--

"Hey," she said, trying to push him away, realizing Spike's loom had softened into a lean and a nuzzle. His hand had palmed her side, up along ribs and around the band of bra, and was now stroking her back. And he was sniffing her, the side of her face, her hair. "Not here," she said, glancing toward the front of the house, certain that at any moment someone would walk around the corner.

He drew back and then kissed her hard, like an attack; even as raw as it got between them, she couldn't remember when he'd last been this brutal, demanding her with his tongue as if fucking her open. It terrified her. Without sense or breath she tried to climb his body, winding her arms around his neck. He drove his thigh between hers and jacked her against him. Gasping against his mouth, clawing his hair, she already felt herself approaching that exquisite peak, and then the front door opened and they broke apart at once, she smoothing her clothes in flustered anguish, he turning away and adjusting himself.

Buffy left him, carefully wiping her mouth as she rounded the corner to see Tara entering. She began squeakily, "Hi," then cleared her throat. "Hi, Tara."

Tara smiled and greeted her, and they wound up in the living room with the others, eventually joined by Spike, who looked faintly pained beneath his scowl and didn't take his eyes off Buffy.

God, thought Buffy, hiding desperation behind what she hoped was a convincing facade of cool, just five minutes upstairs was all she needed, her back shoved hard against the bedroom door and feet off the ground as he lunged inside....

Focus, she thought. And the ten-dollar word: sublimate.

"So why can't I go with you this time?" asked Dawn petulantly, and suddenly it was all too easy.

"You can go after we clear it," said Buffy.

"You're depriving me of the joys of childhood, you know." Dawn crossed her arms. "The, uh, scents and sounds of the midway, the candy apples and the guy who pounds the nail through his nose."

This from the late adolescent who refused to be called a child at any other time. Buffy turned a pointed look on Xander, who winced with appropriate guilt. "Hey," he said to Dawn, rubbing his knuckles on her arm. "If it gets a clean bill of health, we'll go back. Just you and me. Eat our weight in candy and beat up some clowns."

She remained sulky. "Sure, whatever," she said, rising for a grand exit. "I've got better things to do, anyway." Buffy made a stop sign with her hand and Dawn ground to a halt, glaring. "Yeah, I know the drill. Only by car, never by foot. Leave a message about where I'll be. Watch out for evil bloodsucking fiends." She turned, adopting a perkiness Buffy recognized to be a mockery of her own. "Bye, Spike!" Then huffed off and booked it up the stairs.

Spike looked after her almost admiringly. "Kid's turning out to be a right little bi--" He broke off as five heads swerved his way. "--it," he finished, his careful articulation making it a second syllable.
 
Four heads turned away, while Xander continued staring as if just seeing Spike for the first time. "What the hell are you wearing?"

"Okay," said Buffy a little sharply. "Fashion vampire? Not the night's most important topic at--"

"Wait a minute, is that my shirt?"

"No!" Spike darted a glance at Anya, quicker than a blink, then redirected a fine display of outrage at Xander. "Think I'd be caught undead in your loser castoffs?" he scoffed. "Once was enough. Still recoverin' from the trauma."

Worlds collided, like chocolate into peanut butter, but more wrongly. Spike in Xander's shirt, Spike in Xander's shirt kissing her. "Ewww," said Buffy, before she could stop herself.

"Okay," said Xander, slewing a dangerous look her way. "What was that?"

"Nothing," she said, widening her eyes. "What?" She gathered herself. "Can we please focus on the real evil? Freaks, possessed tigers, homicidal fortune-tellers?"

"Maybe some of us are focused on the real evil," said Willow. But her tone was so light, so pleasant, that Buffy felt it tricking her ears. She couldn't have meant that like it sounded. At least, she'd emphasized no particular word, leaving Buffy to choose her own meaning.

"Right," said Buffy, not quite able to look at Spike. "So now we all need to focus."

Everything inside her was balling up together--her bratty sister, her sexual frustration, this disturbing new flavor of Willow--and she intended to take that tight, angsty ball and bowl it toward whatever demons got in her way. She looked around the room. "We get in, take stock, and get out. We don't draw attention to ourselves. Stay frosty," she told them, "and don't fight unless you have to. For all we know, this could be the darkness that the portents spoke of--"

Willow caught her eye quickly, then looked down.

"--so we can't get sucked in by appearances." Buffy paused to make sure she'd lassoed their attention. "Okay, then," she said grimly, "let's go pretend to have fun."

The night sky was a black canopy over the fairground, stars rendered invisible by the glittering lights of rides. The curves of the roller coaster echoed the line of darker hills in the distance, and the Ferris wheel rotated slowly, cars rocking as they descended. Faint screams--for once not those of victims--spiraled out across the grounds. Down the midway, crowds thronged, edging most thickly along the booths and shoving each other aside as they followed the scents of frying dough and popcorn and roasting meat. Everywhere children ran unsupervised, winding among and dodging the slower adults. Somewhere, a red balloon had slipped loose of a child's hand to float up over the tent tops.

"Oh my god," Buffy cried, jumping and pointing with one hand. Popcorn flung itself like chubby suicides from the box she held in the other. "Swings, they--they have swings! We have to go on the swings!"

Her excitement was not contagious. Xander picked popcorn off his shirt-front and looked across Buffy's head to Spike, who met his eyes and moved his face in a wordless shrug. And Xander tended to agree. It didn't seem like an evil spell, and yet--

"Cotton candy now," ordered Buffy, thrusting the popcorn at Xander, and taking the spun candy from Spike. The vampire relinquished the stickiness to her with no argument and then stared at his hand in distaste. He seemed to want something to wipe it on. Not my shirt, buddy, thought Xander.

He dropped back a few paces to walk next to Willow. "So, Happy Scary Buffy," he murmured. "Any thoughts on this development?"

"She's having fun," said Willow. She was absently kicking her heels into the dust as she walked, sort of like a kid playing toy-soldier. But on her it didn't look like childhood regression, not like the Buffy bounce going on up ahead. Xander tried not to watch that bounce too closely, in case Anya spotted him. "A slayer can always use some fun, right?"

"Did you notice she's also eating a lot more than the rest of us?" Xander dipped his head down, voice lowering. "I'm thinking, magicked treats? Maybe a little pixie dust in the popcorn? And in the ice cream, the peanuts, and the pretzels?"

"I don't think so," said Willow dismissively. "I checked them out."

"Oh."

He jerked slightly as Buffy squealed and grabbed Spike's arm, using the hand she'd wrapped around her cotton candy. Spike didn't look to the booth she was pointing, gazing down at the sugary sleeve of his jacket instead. It was some small consolation to Xander that Spike was as yet too bemused to take advantage of her perky girlishness. He stared at the vamp's three-quarter profile, and the clothes that were more human than he deserved. Of course...leather was dead cow, so that was kinda fitting, but not black, so strike one. Jeans, also not black. Strike two. And that was his shirt, damn it. Strike three, and Anya needed a talking to. The Xander Harris fall collection wasn't up for donation to some vampire charity.

Buffy hopped to avoid a kid, bumping Spike hard to one side. Spike made a patient face as he righted himself, then one of puzzlement as he looked down, patted his jacket pocket, and drew something out he clearly hadn't put there. He held the item away from his body, staring at it for a long, dire moment, and was looking around for a place to pitch it when Buffy said,

"No, don't throw away the corndog! I may want another bite." She took it from his hand and nibbled, as Spike watched with growing fascination.

Xander shook his head at the sight, and dropped back another few paces. "So, ladies." He let himself fall into step between Tara and Anya, an arm around each of them. "Who needs a manly escort through the Tunnel of Love. Oh wait, I think it's this little demon." He let his arm drop gracefully from Tara and squeezed Anya closer.

Anya wrapped her own arm around him and smiled happily, saying to Tara, "I let him call me that. He means it to be endearing."

Tara smiled, glanced up at Willow, and eased ahead of them. After a moment, they had their arms around each other. It looked normal, or almost normal. Xander couldn't quite tell. They sometimes seemed to be fighting, and then he'd find out they weren't, or he'd think they were all good and then they'd suddenly start fighting. It must be hard, he thought, to be in a relationship like that.

"Stop watching their backsides, honey," said Anya.

"I wasn't--" Xander broke off, twitching. So, okay, he had been. But he hadn't been thinking about it. He sighed. "Your jealousy is sometimes very charming and I love you deeply," he said in measured tones. "But I've told you before. When it comes to my friends, Xander Harris does not ogle. Put something in line of sight," he gestured with his hand, as if snapping a surveyor line from himself to the skirts, "then sure, it's gonna get looked at, and maybe cause some random neural responses in the man-brain to fire. But it means nothing."

"And maybe if I were actually twenty-three years old, I might believe that." She patted his chest. "Don't try to hoodwink an ex-demon, sweetie."

Xander nodded, gave a resigned smile, and reminded himself that her jealousy was sometimes very charming and he loved her deeply.

"Oh," said Buffy, spinning around. Her eyes were sparkling, and she had dried streaks of pink cotton candy around her mouth. Willow was forced to halt to keep from smacking into her, and everyone else halted as well, gathering near. "The big top's up ahead, and the fun house. What should we do first?" She waved the remnants of her candy recklessly toward Spike's chest, and he plucked the paper cone from her and tossed it aside without her noticing.

Willow exchanged a glance with Xander, who raised and dropped his brows in comment. "You mean, what should we investigate first?" she asked Buffy.

"Right," said their slayer, sounding almost normal for a moment. "Investigate. We should do that, 'cause...evil." She glanced around at the crowds, the pattering barkers, the shrieking children. "It could be anywhere." And then she frowned and glanced over at Spike. "What did you do with the peanuts?" she asked.

"Tossed 'em at some kids," he said. "Little monkeys belong behind bars."

Buffy half-pouted and slid her arm through his. "That's wasteful." She leaned against him and seemed blithely unaware of any faux pas, but Spike caught the rest of their watchful eyes and looked uncomfortable. He tried to disengage himself, then made a strangled noise of surprise as Buffy's hand slid across his stomach, smoothing a wrinkle from his shirt.

And what had been building into disgust for Willow veered into self-preservation. "Okay," she said hastily. "Maybe we should, uh, split up?" She looked to the others, who gave vigorous, desperate nods.

In moments they'd dispersed, leaving Buffy and Spike standing alone. Buffy, as if released from restraint, slid both arms around his waist and pushed up on tip-toe to peck his lips.

Spike eased her back down, palms curving to her shoulders. "You feelin' all right, Slayer?" He tried to keep his voice hard, because she'd beat the hell out of him later if he read her wrong.

"I'm great." She seemed to grasp his worry, smiled. "I'm not spelled or drunk or crazy. Maybe a little sugar high."

He searched her face, feeling the cynical hunger he'd grown used to. A week ago in town, she couldn't even bring herself to touch him. Here, in the crush of people, with the carnival screams and smoking oil and scent of elephant dung, she clung to him like a burr. For some reason, likely that he was a perverse bugger, he wanted to vamp out, test the moment or spoil it. So easy, it would be. To hurt her.

"This a date, then?" he asked, hiding hope under skepticism. "All out in the open, front of your friends...quick about-face, innit?"

"Oh, I was just fooling around," she said, sweeping his words away with a hard edge; that edge a door closing on interior shadows, leaving him in the sunny oblivion of her face. "They're grown-ups. They can take it."

That edge, Spike realized with a moment's unexpected insight, was directed not at him but at her friends. And yet, the sun of her face still left him dust.

He was her fool. And maybe he couldn't take it.

Drawing her arms down from his neck, he walked on, she following at his side. "You know," he said with strained calm, "Maybe we aren't dating, but I remember every date I've had with you." He recited matter of factly: "Fourteenth November, last year of the millennium, first time I knew I wanted you. Thirteenth February, ought one: knew I loved you like a sickness, knew you'd play merry hell with my affections." More softly, he realized aloud: "Two years to the day since I saw you again, dragged back from the cold earth." He paused, lost in thought, and she said nothing. "Twentieth November," he went on, regathering himself. "First shag."

Seventeen months since I left you the first time, he thought. Nine months, twenty-one days since I left you the last.

"You must keep a diary," said Buffy.

He looked over at her face, which had grown reflective and yet still retained most of its sugar-high brightness. Words that might have moved her another time hadn't gone deep; he'd chosen the wrong moment, as usual. "I keep it all in here," he touched his head, "'long with everything else muckin' up my existence."

She stopped, and he stopped, and the river of people flowed around them on either side. "I thought you kept it here," she said, touching her palm to his chest. She spoke with meaning, but with a certain detachment, too.

"That clock doesn't keep time any more," he said, and felt a right Shakespearean prat, while she gazed up at him as if she'd run to the end of her lines.

Buffy finally looked down, then away. He studied her profile, the arc of her ear, the golden strands caught behind it, wondering how to love her and win her love back, when all attempts to date had failed so spectacularly. He'd beaten on her, let her beat him; left, come back; dragged her down when she wanted to be down, lifted her up when she needed to fly. He'd shagged her dirty and cleaned her wounds, played the fool for her friends, fought by her side and saved her bloody life. If his courtship had gained no ground after all this time, there was nothing left to do, really, but--

"Win me a teddy bear," she said.

Spike blinked. "Pardon?"

"It's what normal guys do." And with that offhand kindness she tugged him gently toward a booth where a sodding rainbow of teddies hung from the walls, a plush acid trip just waiting to happen.

The heavy, red-faced man inside the booth smiled as Spike handed over his money, then lifted the gun and aimed it. What do y'know, he had his bloody ducks all lined up in a row for once. He fired, and the duckies went down like coeds round a clock tower. The poor bastard next to him put his gun down in failure and sulked off with his disappointed girl, her loud claims that the game was rigged proven false.

"Normal," Spike said, lips curving faintly and eyes gleaming as the nice fellow pulled down the teddy Buffy pointed to. "Yeah. Can do."

"I don't understand," said Tara. "Where is this coming from?" She was twisting the hems of her scarf between her fingers, and focusing a sidelong intensity on Willow's face. Willow didn't want to look back.

"I told you, I've just got a bad feeling about this prophecy."

"And so I'm supposed to run away?" A suggestion of anger colored Tara's voice, and she was bumping into people as they wove through the crowd, without seeming to notice. "This is my home, Willow. I am not leaving."

Willow glanced at her lover's flashing eyes, wishing she could say more. Words trembled on her tongue, and she swallowed them. "It was only a thought."

"Unthink it," said Tara firmly.

But Willow couldn't do that, she could only remain silent and pretend as she nodded. And still she felt she could win Tara around, if she kept arguing, if she pressed hard enough. She pressed her lips together instead, like she'd used to do in high school when feeling tempted to correct the teachers too often. And yet, with the frustration was a sneaky, selfish edge of relief. She didn't want Tara to leave her.

Tara took her hand. "I know you worry," she said, growing kind and gentle again. "But don't. I'm on the team, and I'm not going anywhere." She squeezed Willow's hand, smiled crookedly when Willow looked over, and seemed determined to cheer them both up. She was glancing up and down along the tents they passed, whose garish signs advertised the shows inside, supplemented by the barkers who trolled loudly for visitors, sometimes plucking them right off the beaten track and through the tent flaps.

"I thought they'd outlawed this sort of thing," Tara said, as they paused together in front of a sign-board painted with the image of a monstrously fat woman with rouged cheeks and china-doll eyes. "Exploitation or something."

"Well, this isn't exactly Ringling Brothers. If it's an evil carnival, chances are it's illegal too," said Willow dryly.

Tara twisted out a grin, her good humor almost totally restored. Willow could feel a tingly flow of energy through their clasped palms. "Do you really think Buffy's right about that? It seems," Tara hesitated and then shrugged, "pretty fun. In a politically incorrect sort of way." And there was that cheeky earnestness Willow loved, hiding a glint of ironical humor.

They walked on, staring at more signs: a picture of Siamese twins, two sisters conjoined at the waist and shoulders and standing closely entwined with their arms around each other; another of a wolf-boy that reminded Willow too strongly of Oz.

And apparently Tara too. "You don't think it's a, a werewolf?" she asked, slanting her eyes at Willow with discomfort.

"Hey," whispered Willow. "Look." She drew Tara slightly to the side of the striped tent. In the dark, grassy aisle between it and its neighbor stood two figures watching them. It was hard to tell, but they looked like boy and girl, young enough to still be in school. Both had the hirsute faces and hands of werewolves caught mid-change, but they were growing no more wolfy. "I don't think they're werewolves," said Willow, voicing her experience. "I think maybe they were just...born shaggy?"

"Poor kids," said Tara, sympathetic.

The poor kids were whispering and pointing back at them, noticed Willow with a small frown. It made her vaguely uneasy, and she moved off with Tara.

"Hey," said Tara brightly, gesturing across to the opposite line of tents with a light swing of their arms. "A fortune-teller. We should go in, test her mojo." The sign-board simply said 'Madame Martiya.'

Willow dug in her heels, but didn't release Tara's hand. "I don't know," she said, looking at the dark purple tent. No barker stood out front, and its flaps were closed. The carnival-goers were giving its entrance a wide berth as if by some instinct. "Looks like she's on a break," said Willow. In the distance, screams trailed out into the night as the roller coaster twisted its riders upside down and flung them down into a plunge.

"Let's find out." And Tara pulled her toward the tent's entrance.

Darkness enclosed them as they entered and peered around, but as Willow's eyes adjusted she could see a low, frosted glow floating in the shadows ahead.

No. Not floating. The globe rested on a table-top, covered with a dark cloth, and behind it sat a woman with a large, timeless face, age and origin indeterminate. Gypsy. Or something else. The woman's eyes were closed, her hands resting flat on the table on either side of her...well, crystal ball. All the gaudy trappings of showbiz, thought Willow. She even had on a turban. And yet the stale air inside the tent reverberated with unmistakable power, and when Willow sought Tara's eyes, she could see her own nervousness reflected there.

"I think we should go," said Willow with more breath than voice. "She's, uh, resting."

"By the pricking of my thumbs," came a soft, throaty voice. The woman opened her eyes and stared at Willow. "Something wicked this way comes."

Willow felt a chill roll down her spine, even as a cracked laugh tried to rise in her throat.

"Open, locks," said the fortune-teller. "Whoever knocks." She stopped talking and considered them unblinkingly, first Willow, then Tara, then Willow again. She looked at them by moving her eyes, not her head, and those eyes were like circles of ice; irises so light a grey they were nearly white, but not with cataract. She lifted her hands to cup the air on either side of her crystal and waited.

"W-we want our fortunes told," said Tara, sounding less sure.

"No!" said Willow sharply, backing away a few steps, fingers locked with Tara's. There was too much power here, she realized, way too much. But her lover didn't move.

"Don't be afraid, girl," Madame Martiya crooned to Tara, eyes darkening from the inside out while the glow of the crystal intensified between gnarled hands. "For they unknot the binding of the gate, scale steps between to rise as on a wave, confound and swallow whole the sun above, terror bringing, flight driving to the caves." Tara gasped, grip tightening on Willow's. "And in the darkness, one shall bear the light, which crowning cries the day again from night."

Shuddering, Willow dragged Tara free of the tent, shoving through the thick drapes around the entry. The air outside was cool, its darkness lighter, and even as the noise of the midway buzzed around them, it seemed more peaceful somehow than the heavy roil of whispers within. Arms encircling each other for comfort, they retraced their steps along the sideshows.

"Okay, that was...creepy," said Tara, sounding shaken. "What do you think it meant? I mean, do you think it has anything to do with the prophecy?"

"Maybe," Willow hedged, as her heart hammered in her chest with a whole new level of fear. She tried to process, she was trying, but too many thoughts shifted in her head. "I, I don't--"

"Ohhhh mama!" The sudden shout made Willow flinch, and she and Tara were forced to stop short as a group of high-school boys stumbled from the fat lady's tent, some of them half-bent and wheezing with laughter. "Oh man," said one of the group, "Bitch was so fat I had to take three steps back to see all of her." The others howled and staggered, propping each other up.

Willow felt a stab of anger. They weren't exactly a bunch of lightweights themselves, not that it mattered, because even if they had been it was still wrong. Didn't matter that they'd paid to see a half-ton woman, they didn't have to be rude about it. She wondered if she had enough mojo to turn them into a group of elephants.

Okay, purely wistful thought.

"Can you imagine trying to nail that?" asked another of the halfwits. "Bet if you tried to climb her you'd burn your ass on the lightbulb."

"Oh, crap," moaned his friend, and dropped to the ground, gasping in delight and pounding a fist against the dirt. Another one was lumbering around, miming giant tits and belly.

The scene was beginning to get scarier. Willow exchanged a glance with Tara and they moved away, circling widely around the boys. They had to push through the curious onlookers for whom this was a better spectacle than anything inside the tents. At the edges of the crowd, Willow spotted the two wolf-children from earlier. One was licking an ice cream as he stared at the laughing boys. The other had her head tilted to one side and was scratching her hairy cheek lightly. They had the expressions of kids watching something mildly interesting on television. Behind them stood an unnaturally tall man, balancing a midget on his right shoulder, affording him a view. Their faces were expressionless, but Willow imagined a slight glint in their eyes.

"You know," said Willow uneasily, "I think I'm ready to find the others."

"Good idea," said Tara. As they distanced themselves from the sideshows, she leaned her head briefly against Willow's, then eked out a tiny smile. "I bet Xander and Anya have been through the Tunnel of Love ten times by now."

"Makin' with the smoochies," agreed Willow, forcing lightness into her voice but unable to lose her frown for more than a moment.

And Tara, head bent, had refound her own.

'There he is," said Xander.

"What, the same man?" asked Anya, delicately feeding popcorn into her mouth and studying the target.

"Well, just in the sense that he's everyman and he's about to get some payback." Xander rubbed his hands in anticipation and strode up to the machine.

"Guess your weight, son, step right up--hey, there, fella, c'mon up. That's right," said the barker,  smoothly taking Xander's dollar and pocketing it away before Xander even realized it was gone. "Let's see, got some muscle on you, dontcha. Do a lot of working out, I'll bet."

Xander lowered his gaze modestly. "Well, I--"

"Yeah, a lot of working out," said the man, half-circling Xander and squinting closely at his body in a manner that could not in any way be mistaken for gay. Nosirree, thought Xander, squirming just a bit under the gazes of the passers-by as the man squeezed a bicep, then lifted the hem of his top sweater. "Thermal protection," said the man, touching the side of his long nose and winking. Xander gave a weak smile.

Anya was watching with interest, chewing popcorn. "Go get 'em, honey," she said, making an Arsenio fist and pumping it in the air. "Woof, woof, woof."

When had she ever watched Arsenio?

The long-nosed man took out a tape measure and began inspecting Xander's inseam.

"Hey!" Xander exclaimed, alarm increasing. "Stop that! Not kosher! I call foul!" He looked wildly around for a witness other than Anya. "Foul! Foul!" he called. He glanced at the man again, who'd lifted his left arm and was running the tape along its length. "Okay, this has gotta be a violation of the guess-your-weight-guy code. Do you have a union? I'm going to report your ass, buddy."

Long Nose said nothing, merely zipped his tape up and slipped it away. He switched his toothpick from one side of his mouth to the other, stepped back and tucked his thumbs in his front belt loops. "Two hundred pounds, son, not counting that five-pound ball you got in your pocket."

"Ha!" crowed Xander, jumping as far as a cannon ball in one's pocket allowed. "You are so mighty wrong, and I am taking that parrot home with me!" Turning as he spoke, he zinged a finger triumphantly at the small stuffed animal, so like the one he'd yearned for as a child, only to have his hopes cruelly dashed by the deadly accuracy of a weight-guessing man.

He stepped up on the scale, grinning, and then his grin faded. "Oh, no way." Astonished and horrified, he yanked the cannon shot from his pocket and dropped it with a dull thud onto the grass. His weight dropped five pounds, and still--

"No way!" Anxiously, he stripped off his sweaters, looked again, then bent and stripped off his shoes, hopping awkwardly around the limited surface of the scale.

"Xander." Anya was at his side now, tugging his sleeve and trying to get his attention. "Let's hop down and let the nice man weigh the other people, what do you say?" Nodding, she gave him a wide smile, but he ignored her and stared at the spinning needle until it stilled.

"No, no, no," he said, bewildered. "It's not possible. I weighed myself at home. A hundred and eighty-five pounds--naked."

"Well, they say the camera adds ten pounds," Anya helpfully.

"Camera? What camera?" He stared around the weight stand with manic paranoia, then down at his rumpled shirt and jeans. "It's the clothes. Gotta be the clothes."

"While I very much like you naked," Anya noted, "I'd like to qualify that by saying: not here."

"Not the clothes, not the clothes," said Xander, then whirled on Long Nose. "It's rigged. Your scale is rigged!" He was astonished once again by human indecency. Was nothing sacred?

Long Nose frowned with displeasure. "Not hardly, son," he said. "Perhaps the lady would care to step up. I'll bet she knows her weight, don't you, miss?"

"One hundred and eleven pounds," said Anya contentedly. "But I'll allow for a three percent deviation, plus or minus."

Xander got off and she stepped on, after first handing over her popcorn. "One hundred and thirteen," she read, then frowned down at Xander rather sadly. "I told you not to eat that extra muffin. Perhaps you'll listen to me from now on. Hey," she said, brightening again, "Maybe this is that day you always talk about. You know, when you say, 'That'll be the day.'"

"I don't get it," he said, picking up his shoes and sweaters and ball. "The scale at home must be busted."

"It was fine this morning," chirped Anya, eating more buttery popcorn like a bird, a little bird. As he finished pulling on his sweater, she rubbed his arm with affection. "Besides, those few extra pounds only add to your sheer manliness. Eat all the muffins you want," she added in a generous tone.

"Thanks, sweetie." He shook his head, absorbed in the bemusing mystery of it all. "But man, it doesn't make sense."

"A lot of things don't make sense," said Anya philosophically as they walked away. "Like those boys over there," she observed, gesturing with her bag of popcorn. "Laughing themselves sick, but nothing in sight to elicit guffaws, not even a little tap-dancing monkey." They paused to look at the boys, alongside several other people. "I must admit," Anya went on thoughtfully, "they are kind of funny all by themselves...all tangled together like that. Like they're playing 'Twister'."

"Yeah," said Xander slowly. "Not that there's anything wrong with that...but...what's wrong with this picture?"

"Well, they are sort of...hysterical," said Anya, modulating to a disquieted toned that matched his. "And very," she twisted her head to one side, then the other, "tangled."

"Almost like they're, heh, growing together," he said nervously. "Into...one...enormous...guy."

They stared at the boys for a long moment, then at each other.

"I'm thinking now's a good time to find Buffy." Xander looked around at the crowd watching the writhing mass on the ground. Nearby, an under-dressed man inked top to bottom in tattoos held hands with a skeletal girl, both observing the show with dispassionate faces.

"Oh yeah," he said. "A real good time."

Buffy'd snuggled up to him after he won her the bear. Amazing thing: shoot off a gun, get your girl a critter, and she goes all soft and swoony. Had he known this? Spike wasn't sure. Things felt a bit fuzzy in his head. Buffy's perfume, maybe, slipping up the hatch, loosening things in his rafters, old dusty thoughts that flitted around wanting out.

Only a toy gun, only tin ducks. But even so, a manly shot. He'd remember that for a while, her twisty delight and her kiss, what'd made him want to grab her hot, sweet little bod and take her behind the booth and tickle her with his funny bone, but he hadn't, because...well, there'd been a damn good reason, he felt sure.

His thoughts meandered to match their pace along the booths. Her arm was so soft, he knew it to be, even though the weight of his jacket didn't let him feel it now the way he wanted to. She was so very soft, so very...

...Buffy, he thought mistily.

"Mmm, no more rides," she said. "That merry-go-round went too fast."

"Horses too wild for you, pet?" Spike smiled indulgently, and then blinked as she dipped down and brushed something off her shoe. It was enough to make a man goggle, all that lovely breast sliding forward in her shirt, which gaped to give him an intimate peep. He quickly looked away, feeling heat rise in his face. She straightened again and curled herself back to him, and he put his arm around her shoulders, trying to forget the sight of those girlish ti--bits, even though one was now pressed to his side, where his heart quivered in his chest.

Something wrong there, but he couldn't think what.

"They were big and wild," she said, craning her head to look up at him significantly from under thick lashes.

What? Spike thought. Oh, horses. He swallowed. "That right," he croaked, then cleared his throat.

"You're all froggy," she said, and swung around in front of him so that they bumped together, and he tried politely to pull back but she was rubbing against him, slipping her hands in his jeans pockets. "Give me some money, I'll get us a drink."

"Sure," he said, dazed by where her fingers tickled. "Oh, yeah," he said with a stretching smile that contracted as she continued probing. "Oh," he said uncomfortably as his eyes glazed over. "Oh my...dear, yes." He gasped as she pulled out a wad of bills, then closed his eyes briefly and sighed with relief. Buffy turned on her heel, happily carrying off all his money. He watched her skip up to the concession stand, blindly cutting off a middle-aged couple in their approach. In line, she twirled her hips, stretched her arms over her head, jittered like she were powered by the steam of ten girls. Bemused, Spike raised one hand to his face to adjust...something that wasn't there. Caught by surprise at how his hand slipped on nothing, he blinked and frowned.

She brought back a soda with two straws, and for some reason he found this to be ridiculously endearing. He smiled down at her while she sipped, admiring her coltish grace and the captured sunlight of her hair, and then she shoved the drink toward him carelessly and his own straw went in his eye and he gave a loud "Oww!" and knocked the soda away. She squeaked, and when he looked again, she was dripping. Spike was scandalized by what he'd done.

"Bloody hell--mean to say, damn--no, I--terribly sorry," he stammered, wanting helplessly to wipe her off but unable to bring himself to touch; little good it would do anyhow, as her shirt was so ruined and...clingy.

Spike averted his eyes at once. "You'd best get cleaned up," he said, looking across the nearby row of tents for facilities.

"Ohh," Buffy groaned dramatically. "I'm sticky all over."

"God," said Spike, shuddering all over and then taking a deep breath. "Right, then," and he glanced back just in time to see her pulling her shirt over her head. He looked quickly away again. "What are you doing?" he asked in shock.

"Relax, I've got on a sports bra," she said, and he heard the shrug in her voice. "Give me your shirt," she added, poking him hard in the ribs. "Since you got mine all wet."

"Oh, o-of course," he said, and kept his back to her as he removed his jacket in haste, trying chivalrously to shield her from view. He glared down a pair of boys who rubbernecked as they passed, and began shouldering off his outer shirt--unnecessarily, as she yanked it down herself without ceremony, hard enough to make him stagger. Freed, he held his jacket in front of him, twisting the leather and waiting for her to finish buttoning. Spike imagined he could almost hear the buttons sliding through the fabric. Funny, that.

And as he stood there, forbidding the view of strangers and thinking she must be finished, he suddenly felt her cheek rubbing between his shoulder blades, and then her lips. Spike froze. It seemed so familiar, but he couldn't make his errant thoughts and memories cohere; it was only this moment now, and a sense of bliss. He closed his eyes and felt a sudden shift in the world, almost as if he were someplace else, the accents of the crowd different, the natural laws of time and space renewed, and he didn't even know what it meant exactly, but he felt so young and so alive--

And then he opened his eyes, and the world righted itself. Almost.

Strong but delicate arms had looped around his waist, and clever fingers were playing with his belt. Spike turned so that Buffy's arms fell loose of him, but she didn't seem to mind. She trailed a finger down his chest, then took his jacket and put it on like she owned it. Course, she owned him, didn't she. Jacket came with the package. Spike took a shallow, quivering breath and felt at risk for happiness.

Leathered up, Buffy struck a pose, demanding that he admire her. And he did. Oh yes, he did. Spike's eyes flicked avidly down her pretty body, half dressed in his clothes. She wrang out her wet shirt with a grimace and snapped it once across his chest (ow, he thought), then tried to stuff it into one pocket of his jacket.

"What's this?" she said.

"What's what, love?" Spike asked distractedly, dragging his gaze from her breasts.

She held out something that caught the light and he took it from her with a flare of curiosity and a flash of recognition that eluded him a moment later. He turned the spectacles over, feeling the soft gold rims threatening to bend even under his most casual touch.

"I didn't know you wore glasses," she said.

"Not mine," he said, but then hesitantly opened them and slid the frame gently across the bridge of his nose. He blinked as the fuzzy world tightened up nicely. "Well," he said, mildly surprised, peering around. "Rather better, I must admit." Self-consciously he smoothed his hair back along one ear where the spectacles rested awkwardly. Poofy or not, another dab of hair gel might've been in order tonight. Felt like curls sprouting.

"Mm, geek chic," said Buffy. She picked up her teddy bear and nestled herself assertively into the crook of his arm, like a pup nosing up for a snog, and even as he thought that, Spike found it vaguely unseemly. He thought he might simply like to hold her hand, but she seemed determined to get as close as humanly possible to him without actually breaking through his rib cage to nest in his heart. He'd heard of a type of demon that did that, some kind of small, burrowing demon whose name he could not for the life of him recall. And Spike, roused from his thoughts, stared down at the pink teddy bear head bouncing off his chest, animated by Buffy's hand and voice ("Someone wants a kiss") and recoiled slightly.

"Er, right," he said. But no way in hell was he kissing the bear. In fact, he was wondering how he could lose it before it grew teeth and went for his throat, as all pink fuzzy things were wont to do sooner or later. He knew this from experience, 'cause...yeah, he'd been pink and fuzzy once. Back when...something. Spike raised one hand to shove his glasses more firmly onto his nose and tried to find the stray thought that kept eluding him. In my youth, he thought absently, I kept all my limbs very supple, by the use of this ointment--one shilling the box--allow me to sell you a couple.

No, that wasn't it.

"Have we been drinking?" Spike wondered aloud, finding it odd the way his thoughts kept tilting somehow, sliding back and forth as if upon the decks of a ship on a storm-tossed sea.

"Soda," said Buffy. "Except it went spilly."

"Yes, so it did. But no, um--no alcohol, correct? Or...alcoholics?" As he spoke, Spike did a double-take at a woman in jeans and sweater who was cartwheeling by, chased by a middle-aged man and two children. "Absinthe, perhaps?" he murmured.

"Ab-what?"

"What?" echoed Spike, turning quickly to his companion and regretting his inattentiveness. How rude of him; he could have kicked himself. Briefly, he thought of kicking someone else as a kind of alternative concept, but the violence of the thought made him frown.

Buffy frowned back. "You okay, honey?"

"Do I seem," Spike paused a beat, "different to you?" He felt different, sort of fluttery, as if he'd drunk too much blood too fast, eaten too many kittens before bedtime. "Kittens," he said aloud, appalled at the vision filling his head. "Oh, dear Lord." He imagined his mother's face if she found out what he'd done. Whose kittens had he eaten, anyway--Cook's? She'd flay him. But memory scattered its pieces like a jigsaw puzzle and he scrabbled at the corners of his mind to assemble them, and the pieces were kittens and carriages, beautiful women and blood; dark blood everywhere, clouding his opera glasses and filling his mouth.

And, no, no--he didn't want those pieces of himself after all, seductive though they were, music in his memory and mind, sway of bodies, lanterns beckoning, clatter of hooves on cobblestones at night, and a woman's scream tugging at the very root of himself, like the most terrible, secret pleasure--

"Spike," said Buffy, pulling him to a stop and gazing up at him earnestly. "You're worrying me. You're all pale and sweaty and talking about kittens."

"Am I?" He choked out a laugh, feeling aghast and half monstrous, and trying to hide his alarm by not meeting her eyes. Over the top of her head he saw a chubby man pulling elaborate faces at passing kids, laughing uproariously and then crying hard, smearing his face with ice cream as he play-acted, and there was, if you looked closely, something rather wrong with his face, and how far the skin stretched under his tugging fingers--

"You're not listening to me." Buffy was pouting angrily, and Spike tried to concentrate on her again, because it was really quite rude of him, quite. She thumped his chest, then rubbed her hand there to soothe the assault. "You never listen to me. You're always smoking and staring off into space like you have such deep thoughts, but you only ever talk about sex, not about the things I want to talk about, like--like what color curtains I should redecorate my bedroom with." She finished heatedly on a note of challenge, and Spike realized a manly response was required.

He drew himself up, took her shoulders gently, and gazed down into her soulful eyes. "Curtains, of course, love. What color would you prefer?"

"This is bad," muttered Willow anxiously, "Bad, bad, very bad--"

"It'll be okay," Tara said, but Willow could hear the panic in her voice too. "It'll be okay," she repeated with force, as if she wanted to make herself believe this.

"I'm stuck on you." Willow felt dazed to foolishness. "But I never meant that literally." She bit her lips and winced as they lurched together, the tugging flesh of their arms keeping them close as they tried to retain distance everywhere else. If they weren't careful they might end up joined at the hip too, and again, metaphors without the meta: not so funny as you'd think.

"We're good," whispered Tara, darting glances around. "No one can tell. It looks like we're just holding hands."

And they were, thought Willow. Maybe for good. "You know, I wouldn't mind slayer instincts being wrong once in a while," she said, trying not to look at the strange people lurching by, like the sobbing guy who bobbed like a buoy on his unicycle and the girl with spectacular gills. "I'd be okay with that, really. I'd never hold it against Buffy." Don't babble, she thought. "Say your evil carnival turned out to be only a little naughty, or even good--a carnival of rampant morality--I'd be like, no sweat, we've still got vamps and demons."

"Galore," added Tara in a hollow, automatic way, pressing closer as a man on stilts (or maybe not stilts under his trousers, but long, horrible legs) stalked by. The muscles in Tara's hand tightened on Willow's, no skin between them. "Is that a real bear?" she whispered, stopping.

Willow stopped with her, then nudged her between two dark tents that would take them out of the bear-not-bear's path. They ducked in through the ropes and canvas and out again on the other side, and ran immediately into Xander and Anya.

"Oh, thank god," said Xander.

It was hard not to stare. Up. Because he was taller and broader and...oh dear. And Xander gazed down at Willow with a rueful twist to his twisted face, a tight little smile that said he knew what he looked like. "Quasimodo, at your service," he said.

"More like Fezzik," Willow offered sympathetically. "In that big, good way." He'd filled out his sweaters with bulky muscle, some of which had grown into a misshapen hunch on the left side of his body. His face looked like someone had thrust the heel of their hand over wet clay, smearing the skin, shoving cheek up and eye down.

Xander cracked a tiny laugh and held her eyes for a moment, the cord of their lifelong friendship thrumming between them, then asked gently, "You?"

She lifted her arm with Tara's and showed off their growing codependency, then made herself look away from his commiserating expression to Anya, who was tightly latched to Xander's arm in that inevitable way of hers.

"Nothing is happening to me," Anya informed them with a note of self-satisfaction.

Bully for you, thought Willow.

"We've seen it all over," put in Tara. "Everyone's changing."

"Getting super-freaky." Xander turned slightly and scanned the carnival-goers who still paraded up and down the midway. "We've seen it too." He looked back at Willow, and it was scary on some level, but warming, how he turned to her for direction. "What do you think this is?"

"I don't know. It doesn't feel very demonic, though. No attacks from outside."

"Yet." Xander's face was grim.

"Plus," she went on, gesturing at the still recognizably human people wandering by, "no one's turning into anything supernatural, and transmogrifying like this usually means someone's cast a spell."

"Like Ilwyn," said Tara.

"Or our old friend Ethan Rayne," added Xander. He shook his head once, as if brushing off the sting of memory. "We need to find Buffy."

Oh, of course, thought Willow with a feather tickle of resentment. Because the slayer was the panacea for all things, even witchiness that might, if you thought about it, be best countered by another witch. But this was a terrible train of thought, rickety and old as hell, and Willow made herself jump off. They had to find Buffy just because. It was the next logical step, that was all. And besides, worry was worming deeper with every passing moment: if this was happening to them, what was happening to Buffy?

"We stick together though, right?" said Tara anxiously. And Willow turned her head to stare at her along with everyone else. "I can't believe I just said that," her lover muttered in disgust.

They moved off as a group down the line of tents, took a turn and found themselves in a cul-de-sac that bordered on a line of trailers and caravans stretching into grassy darkness. Here and there among the makeshift homes a few dim lamps, rigged from poles, illuminated circles on the ground. Under the nearest one a red-and-white popcorn box lay, its contents spilled. Shapes, undefined outside the lights, moved at the edges of the trailers. Then one figure stepped under a lamp and squatted low to contemplate them. It was freckled all over, naked, possibly human, but there was something wrong in how its limbs bent, in the way it smiled at them with white teeth.

Wordlessly, Xander took Willow's shoulder and eased her away with that protective clasp, and of course Tara; Anya kept in step with them all. Away from the cul-de-sac, the night air seemed to grow warmer again, and the familiar smells of the carnival overrode the faint whiffs of rotten produce and animal spoor that had seemed to emanate from the carny habitat.

Willow could feel the tense rictus of her face, and see that same tension among her friends. As she searched the throng she had to detach from their various expressions of panic and confusion. She couldn't pause to help them; right now, among all these people, only one person mattered.

"Buffy!" Xander suddenly called, his greater height giving him an advantage. He raised a hand and waved vigorously. "Buff!"

Out of the throng returned a shriek: "Xander! Xander!" Its sharpness made Willow's heart lurch, but then she spotted a golden head bobbing shoulder-high to the crowd as its owner jumped up and down, and the shoulders between them jerk as people were shoved aside, and when Buffy emerged to view, her face was shining with dippy joy. "Guys, hey!" She shoved forward like a speedboat parting waves, dragging along someone with glasses and honey-colored curls and a hardbody in a tight black tee and faded jeans, and when all of these elements coalesced into the recognition of Spike, Willow gawked shamelessly.

"Holy moly, mother of god," said Xander.

Spike blinked at them, staring Xander up and down as if unsure whether he was remembering him correctly, before zeroing in on the adhesiveness of Willow and Tara. A softness and sense of wonder captured his face, without cynicism and perhaps even without understanding. He looked younger by a century than when Willow had last seen him, and though he held himself upright in a familiar way--a vampire with good posture--a certain stiffness in the upper torso was new, as if his shoulders longed for the weight of a suit jacket.

"Where've you all been?" asked Buffy, twisting in place and suddenly falling to one side. It took a moment for Willow to comprehend that the maneuver had been deliberate; Buffy had not let go her firm grasp of Spike's hand, and swung from him like a five-year old before tipping herself upright and dancing to the other side of him. The vampire seemed accustomed and resigned to this treatment, like a stolid maypole, but a spooked look hung around the corners of his eyes.

"We've, uh..." Xander stopped as if unable to complete a reply, mouth hanging open. His gaze, like everyone else's, was fixed to the horrifying spectacle of Buffy rubbing a pink teddy-bear against Spike's stomach in a way you could call playful, if you defined "play" as "inappropriately suggestive gestures with plush animals."

Spike cleared his throat, and spoke in a voice so soft, so decorous and so polite Willow thought maybe her ears needed tuning. "Love, might I perhaps hold the bear for you now?"

"Snufflebear," crooned Buffy.

"Quite," said Spike, taking the creature between two fingers, clearly unwilling to repeat the name. He held it at his side, dangling by one ear, while Buffy wrapped herself around his other side, a ribbon against his ribs.

"Why are you wearing glasses?" Anya asked Spike with frank interest. "And what happened to your hair?"

"My hair?" Spike's eyes widened with immediate apprehension, and he raised one hand to his head--the hand with the bear--and felt around. "Is it in disarray?" His utterly courteous and not uncharming voice was beginning to mess with Willow's head, as was the way in which Buffy cuddled against the vampire, dreamily oblivious to her friends' changes.

"Buffy, are you, uh, feeling all right?" asked Xander.

"I feel great!" Buffy smiled at them, showing off lots of cheerful teeth. "We saw the flying trapeze people, and had pretzels and went on this spinning ride. Around and around."

Buffy gazed affectionately up at Spike, who at her cue collected himself to add an obligatory remark. "Oh, yes," he said to their audience, face open and disingenuous. "Around and around. For a period of several minutes. It was most...entertaining." Though he maintained his gracious tone, a pall edged his expression, as if he'd just returned from the front lines having experienced enormities no man or vamp should have to endure. Along with the teddy-bear, it was almost enough to stir pity in Willow. On the other hand, the fact that Buffy was wearing most of Spike's clothes soured any goodwill. The two of them had the self-control of rabbits, which was to say none.

Xander, grudging and incredulous, said, "Are you feeling okay, Spike?"

"I? Oh, I am quite well, thank you." He smiled genuinely, as if Xander were a kind friend for asking, and then the smile faded. "That is...well, to be honest, I am feeling rather disoriented. I appear to have wandered somewhat far afield of London, and things here are very strange." He glanced down briefly toward Buffy, who was pulling a strand of chewing gum from her mouth and examining it. Spike lowered his voice with an air of worried confession. "I don't believe I'm affianced to this young, er--Buffy, but my memories are quite dark and confusing." He paused, blue eyes behind glasses lowering in a reflective frown. "And seem to revolve around kittens."

"Oh boy," breathed Tara.

"Perhaps you kind people can help me?" asked Spike hopefully, looking with raised brows between the four of them.

"Well, that answers one question," said Willow. "As to the Buffy question--" She broke off and shrugged, using the wrong shoulder. Skin tugged at skin, muscle at muscle. Tara flinched and Willow gave her a stricken look. "Sorry," she murmured.

"Buffy what? Buffy what?" asked Buffy, waking up to the conversation with big, interested eyes. "What, what?" Exaggerated despair was entering her voice, as if they were keeping some fabulous secret from her.

"Buffy calm down," suggested Anya pointedly.

"I'm calm." Buffy pouted and rested her head against Spike's chest in parodic femininity.

"She's not grossly abnormal," said Xander in fascination. "Except in how she is."

"She's all hopped up on normal," Anya pronounced. When the rest of them looked her way, she expanded on her thought: "Well, look at her. All girlish fun and games, not a care in the world. If she were herself, she'd be vexed and searching for something to maim."

"Hey! I am myself." Buffy appealed to Spike with a flirt of eyelashes. "Aren't I, honey?"

"I think Anya's right," said Tara. "Whatever magic this is, it's operating on some principle of reversal. All of us are pretty normal to start with and we're turning...um, freaky. But Spike's acting more human, and Buffy's acting--"

At her hesitation, Willow finished, "Like the 'before' shot of the slayer makeover." She spared a glance for Anya. "That doesn't explain Anya." But after all, what did? And then with unwanted, scathing memory she saw the other woman's face gripped in pain and terror as she was wheeled to the operating room, one hand cupping her distended stomach, the other outstretched toward Xander. Jarring, to feel pity and anguish resurge in stray moments like this. As if she didn't have enough to worry about.

"Yes," said Anya, envy and resentment suddenly surfacing. "Why am I not changing?"

"Maybe you're just that perfect balance of human and demon," Xander theorized.

"Oh," said Anya, eyes lightening. "My man," she said contentedly to the rest of them. "This is why I never became a lesbian, despite a millennium of loyal support for the sisterhood."

"I'm still the slayer," Buffy interjected belatedly but fiercely, then turned her head and spit her gum onto the ground. Spike looked pained. Gum spent, Buffy paused, frowned, then turned imploring green eyes on her friends. "What's a slayer?"

"Oh, boy," sighed Xander.

Music wafted through the night. A merry-go-round melody on calliope mingled with the accordion strains of an organ-grinder. Pipes and groans. Willow had heard this particular combination of tunes twice before now; they were walking in circles. They should have been near the edge of the carnival, able to pass freely into the fields beyond, but the games and rides seemed to loop back on each other recursively. Sometimes for a moment or two she would feel a cool breeze flicker over her skin, breaking through the heat of massed bodies, and she'd sense that they were close to an exit. But no exit materialized, no matter how hard they sought it, despite all the tricks she and Tara had pulled out of their mental spell-books. She was growing ill from the scent of fried meat and sizzling oil and spun sugar, and her right arm was welded completely to Tara's left.

She was terrified. And Buffy was dancing backwards to the music, in danger of tripping up Spike, who kept having to adjust his pace. Focus, Willow wanted to say to Buffy. But so far that command hadn't worked too well--it held about thirty seconds of juice before Buffy would revert to singing and giggling and trying to feel up Spike. Spike, an absolute gentleman when you put the right spell on him, had a gift for diverting her to less troublesome amusements, largely dependent on endless sums of cash drawn from his wallet. These fun sidetracks hampered their progress, and Spike kept apologizing to them with his deferential eyes. He hardly needed to; it was clear to everyone that a bored Buffy might simply flit off unstoppably into the night and disappear. Spike was the only thing keeping her leashed and close.

And how fucked up was that? thought Willow.

A zebra walked by gracefully, not looking at them. Not a real zebra, but two people in a zebra suit. Or possibly they were half-zebra by now, merging together under the striped cloth that hid them, in some ungodly synthesis. Willow shuddered. Damn, she wanted a drink.

"We've passed thassame ticket boothree times," said Xander irritably. His words were getting hard to understand, issuing as a raspy slur from the skew of his mouth. Every time he spoke, Willow grew more heart-sick.

She stopped and Tara stumbled to a halt with her, and everyone else paused, Spike having to tug Buffy back from a springy tangent off to the nearest concession stand. "Okay, I don't think we're gonna be able to walk out of here," said Willow. "Whatever magicks they're using, they have this place locked down."

"But I thought you needed your books?" asked Anya. "For a counter-spell?"

"That'd be my first choice," she said, swallowing down her irritation. "But since we can't--"

Yells broke out nearby, and they all jumped and whirled to see a cluster of people being herded together by clowns. The clowns came in all shapes and sizes--balding and frizzy-haired, dumpy and thin--but all wore violently striped trousers held up by suspenders. They were driving their prey into a tight clutch and roping their hands together, and the struggling men and women might have been mistaken for carnival folk themselves if their UC Sunnydale sweats and khakis and golf shirts had not given them away as bizarrely mutated residents.

"Gahhh," said Xander in horror.

Tara turned her head as best she could to look at Willow. "We have to help them."

They surged forward together, along with Xander and Anya, kicking their way through the melee to free the captured townsfolk. "Verere, recedo," cried Willow, and the nearest clown staggered back, cringing. It always surprised her when these off-the-cuff spells did the trick. She invariably forgot the rules of imperative conjugation in the heat of battle, yet her commands were somehow effective.

"Ow," said Willow, as the clown hit her with a rubber chicken.

Beside her, Tara was chanting beneath her breath and zapping the painted-face creepies with small firebolts, while Anya had grabbed a squeaky horn and was honking it loudly into whatever ears she could find, startling them for Xander, who tossed clowns in an amazingly impressive way, face set in a determined expression. When one went spinning into Spike, the vampire--human?--yelped at the armful of satiny frills, smacked its face with the teddy-bear, then abruptly kneed its crotch. His opponent doubled over, and Willow missed whatever happened next, but thought she heard sharp cracking noises.

The misshapen townsfolk were scattering and most of the carnies had slunk away, except for the one Xander stood on. He had his foot planted in the clown's chest and his captive wriggled like a butterfly under a pin. Xander looked satisfied, and Willow relaxed slightly and searched around for Buffy, finally locating her, gripping and peeping out from behind Spike's arm.

Spike himself was holding a clown nose and studying it with baffled curiosity. When he saw Willow looking he guiltily dropped it on the turf next to a pair of giant shoes and the now mangled bear.

"I fear I did some damage to the brightly dressed fellow," he said, nervously clearing his throat. He raised his brows at her until they disappeared into his curls, astonishment striking him. "Didn't know my own strength." Spike held one hand up and peered at it near-sightedly, turning it back and forth and flexing his fingers.

That gave her pause, and she glanced at Xander, who met her eyes intelligently. If the clowns were human, that was bad news, and the spell had more influence than they'd realized. Probably best not to raise the issue right now. Or at all. They'd be safe as long as Spike stayed...prissy.

"Upyago," said Xander thickly, removing his foot and pulling the clown to his feet. The guy, who in the chill of post-battle looked battered and very human under his grease-paint, dangled on his tip-toes from Xander's fist.

Willow closed in with Tara. "Okay, start talking," she said, anger firing her voice. "What's the big scheme, Mister Clown? What kind of creepy game are you running here, with your mutations and kidnappings and your," she floundered briefly, "your hurtful rubber chickens?"

The clown's sad face grew sadder at her interrogation, his downturned red mouth drooping. "Ahimé, lasciami, lasciami--ecco il progetto, eccola appunto, una burla innocente, io vi giuro, sentite. Ho torto, e mi pento! Perdono, perdono, lasciami!"

After a nonplussed pause all around, Spike said helpfully, "He appears to be Italian."

Willow gave him a bone-dry look, but asked, "You know what he's saying?"

"Oh," said Spike, face opening a little as if he were eager for the opportunity to assist, and then falling as he realized: "No. Not a clue. I'm afraid I don't speak It--"

"Great," said Willow, turning away.

"We should let him go," Buffy suggested. "And then follow him."

All heads turned her way. She was sucking on a round red lollipop that she'd found god knows where, rolling it inside her mouth--clack, clack, clack against teeth--and then popping it out with obscene smacking sounds. Spike, whose circulatory system shouldn't have been that active, had a ferocious pink blush and couldn't quite meet anyone's eyes.

"That's actually not a bad idea," said Tara.

"We don't have many choices." Willow sighed. "Let him go, and let's see--hey!" As soon as Xander had dropped his ruffle, the clown had shot between the nearest tents. Xander set off at once in pursuit, followed by Anya. Frustrated by her sack-race disability, Willow more or less dragged Tara along with her in a bumpy attempt to catch up. Sparing no look behind her, she could only trust and hope that Spike was lassoing Buffy along for the ride.

Their sneakers thumped across the ground, and Willow lost a moment by nearly tripping over a tent line. She tried to keep her eyes fixed on the green semaphore of Xander's sweater, flashing among the crowd. The hobble of her body with Tara's was distracting, though, and Tara was breathless as if she had a stitch in her side and then was suddenly laughing.

Willow gave her a quick, worried look.

"Don't you love farce?" Tara panted.

"Where'd they go?" Buffy said, disappointed, looking around for her friends. She sighed and stopped, and her boyfriend was forced to stop with her because they were holding hands and she hadn't let go. She was strong, she'd noticed. Spike blinked at her owlishly through his glasses, curls sticking up all over his head where she'd mussed them earlier. He was so pretty. Prettier than John Travolta in Grease, her favorite movie. He was a geek god. Greek, even. His shirt fit so tightly she could count his ribs and his muscles. They were big ones. The muscles.

Buffy wondered if the tent next to them was empty.

She bit her lower lip deliberately, and Spike gave back a small, charming smile as if he couldn't help himself. It was so cute. Even when the smile disappeared, it still lingered around the rest of his face. "Er, Buffy, we should keep moving--try to catch up with the others."

Polite too, not at all forceful, her fella. Not like some guys she'd known, like the big jerk who'd turned into a fish. Buffy liked the tone of gentle respect in Spike's voice; it meant she could have her way. Her way was the best way. Everything else was the highway. Or however that went.

"Shall we?" he asked.

"Shall we what?" she replied, smiling, shimmying up to him and wrapping her arms around him. He made a squeaky, kittenish sound, absolutely precious.

"Find...your...friends," he forced out in small gasps as she cupped his ass. His eyes were doing that glassy thing she liked to watch. Buffy bet if she asked him his name right now, he'd have some trouble with it. Men were so easy, she thought, then something in his face changed as she rubbed his back pockets. He looked so lost, her Spike, so vulnerable and wanting and needy, but as his face shifted its expression, he also looked...more than pretty. Beautiful. As if someone had just wounded him. And she didn't know why that excited her, but she kissed him hungrily.

"Buffy," he breathed, between kisses. Her own mouth tasted like bubble gum; his tasted like fire. His cool hands were skating across her shoulders with gentlemanly restraint, but as their kiss deepened he gripped her with a power she hadn't expected. His strength made her moan.

"Oh," she said coyly, breaking away. Spike stared at her with awe and desire, lips parted, eyes wide. A good look on him, but...someone else was looking too. This bugged its way into Buffy's awareness. She turned her head and saw a vaguely familiar guy in a trenchcoat and fedora.

"Hey," she said. "I know you."  The man, who had grey skin and beady eyes, started to move away, but she leapt and collared him. "You were watching me that night in the graveyard." She blinked. "I don't know what I was doing in a graveyard, but you were there. I recognize that hat. That's a funny hat, mister."

The man stared at her but said nothing, which irked Buffy. "So, 'fess up," she demanded. "Why are you watching me? Are you a stalker?" This possibility was flattering. "'Cause I know I'm uncommonly pretty, but that's no excuse for spying." She considered the issue, magnanimously decided to forgive him. "Okay, you've got a crush, no big. But I already have a boyfriend." She directed a look of affectionate pride at Spike. "He's very strong. He could kick your ass. Right, sweetie?"

"Pardon?" said Spike, startled from spectating. "Oh, oh yes. Quite." He'd been hanging back, but now he stepped forward one pace, puffed out his chest and gave Fedora Guy a withering scowl.

"See?" said Buffy, contented.

"I will take your leave then, Miss," whispered the grey man, eyes fixed strangely on hers. Buffy noticed he had oatmealy bumps scattered around his face, which made her sad.

"You know, medical technology can really help you with that skin condition," she offered. "And once you get dermatized, I bet the girls will be lining up for a date and you won't have to be all loser stalker guy." Delivered of her advice, she let him go, beaming. Buffy liked to be friendly to the less fortunate. It felt like her job, kind of. As the man walked away, she looked down on the ground. "Hey," she called, bending over. "You dropped your notebook."

The grey man turned and stared at her outstretched hand with disbelief. Impatiently she stood and held out the little book until he took it from her. "Thank you," he murmured, backing away a step, then another, before turning and disappearing into the crowd.

Buffy stared after him, frowning, then shrugged off her confusion.

"Oh, thank god," muttered Willow.

Gaze following hers, Xander saw Spike and Buffy approaching, Buffy gaily swinging Spike's hand back and forth. Thank god was not his first thought, precisely, but he grunted once with gratitude to see Buffy turn up unharmed.

"Your extreme slowness cost us the clown," Anya scolded them. Buffy giggled at her, and Anya stiffened defensively. "What?"

"How do they stuff them all in those little cars?" Buffy wondered aloud. "And, hey, I've always wanted to know--how do they get ships into bottles? 'Cause that's, like, way cool."

Xander rolled his eyes Willow's way, wordlessly pleading, then heard Spike say in a kind and patient voice: "Not the ship in the glass, love--glass around the ship. Used to be, you could see it at carnivals just like this, glassblower with his pipe, spinnin' and moldin' the bottle, bunch a' kiddies gathered 'round. Let you put in anything you want, if you paid enough." A smile crossed his face. "Once, Dru had this girl's--" The vampire broke off, sucking in his breath and lifting his head, eyes going distant behind his glasses. It was almost painful to watch, and if Xander'd had any sympathy to spare, he might have...well, in all honesty he wouldn't have done anything.

"Come on," said Willow, into the uncomfortable moment. "He went toward the big top."

"Girl's what, girl's what?" Buffy was whining to Spike as they moved off.

Xander, who had zero interest in hearing the answer, tried to block them both out. His body had a funny ache, like it was growing bigger minute by minute. Probably was. Growing pains and growth spurts; he thought he'd left those behind in high school, along with his public rep for dorkdom and his very private sexual confusion. When a giant demon-snake culls your peer group, it almost solves as many problems as it creates. In an extreme way that would give you the willies for years, of course, leave you cold and sweaty at two in the morning, woken from yet another nightmare about snakes and anal penetration. But life was a trade-off--

And why am I thinking of this now, Xander wondered. They were nearing the big top, which was the hugest tent he'd ever seen, easily fifty feet high, its canvas striped red and gold, strings of brilliant lights outlining its edges. It glowed against the night's dark backdrop, and from the open entrance spilled a raucous, colorful press of bodies, animal and human, forming a ragged line herded in place by carny folk. More people kept arriving, attaching themselves to the line's end.

This was definitely where the party was.
 
He exchanged a look with Willow and Tara. By silent agreement they circled the outskirts of the tent, away from the entrance. "Mussbee a wayin back 'ere," said Xander, the words stubbornly adhering to his tongue like a mouthful of peas he couldn't swallow or spit out. If we don't get out of this place soon, I'm gonna be Ur-guk, Neanderthal Boy, he thought in frustration.

On the other hand, the mighty strength thing wasn't bad at all, he decided as he lifted the edge of the tent to let his friends crawl inside. Watching Willow and Tara awkwardly coordinate themselves with through the gap angered him on their behalf, and his thirst for vengeance rose a notch. Demon ass was gonna be kicked tonight, oh yeah. Or maybe witch ass. Some kind of ass, definitely, he promised himself, watching Anya's wiggle through and giving it his distracted admiration.

He eased in after the others under the weight of canvas. Inside, they found themselves standing in a metal jungle behind a row of bleachers, among coils of rope and dropped sodas. Above them stirred a literally captive audience. Xander glanced up at the aluminum rows and shuffling feet as memories of high school resurged.

They edged their way through the structural poles and bars until they reached a gap in the seats. Between them and the ring stood a bald, heavily-muscled man with his back to them, thick arms folded across his chest. There was still a perfect view of the show, though.

In the center ring, a man in top-hat and tails--clearly the ringmaster of this particular circle of hell--was strutting slowly around a thin, mousy man whose cowering posture testified he'd rather be elsewhere. A girl with shapely legs, massive curls, and a pouf of sparkly fabric attached to her butt like a bunny tail, walked up and forced a handful of bowling pins into Mouseman's arms. The ringmaster clapped his gloved hands together once, then held them out broadly in a signal for silence. A hush fell over the crowd, restlessness turning to anticipation.

An ugly crowd, thought Xander, glancing sideways to find his gaze level with a small girl with a face like a cranky monkey's. She was bouncing in place, nearly throwing off her mother's hairy arm. "Cage cage cage," she cried, while her equally monkeyfied mother tried to shush her.

With growing dread, Xander returned his gaze to the ring, where Mouseman was juggling bowling pins. He started off okay, but grew visibly more nervous and clumsier as the ringmaster paced around him, cracking his whip on the ground. Pins began dropping and rolling, and Mouseman scuttled to collect them as the crowd's boos deepened. After a minute the ringmaster snapped his fingers and two big guys in old-fashioned wrestling suits came into the ring, grabbed the poor juggler, and dragged him off. Xander craned his head to track their progress and noticed for the first time a giant cage in the far ring. It was filled with people, some clutching the bars or sticking their arms through with entreaties he couldn't make out. Rejects, he realized, as the wrestlers shoved the man inside and relocked the door.

Yeah, okay. He pretty much got it now, and he saw by Willow's face that she did too. They were...recruiting. Everyone was being magicked into freaky carny treats, and the clowns had been a press gang, collecting likely prospects for auditions. But what would happen to the ones who didn't make the cut? Hell, what would happen to the ones who did?

He backed away from the edge of the ring, followed by the others. "The spell's making people into freaks and, well, jugglers," Willow said for the benefit of anyone who hadn't figured it out yet; like Buffy, who just looked blankly at her friend. "Probably worse--animals, even, and who knows what else. Once they get their makeover, the carnies drag them in here for a try-out, see who fits into their happy family."

"To find out what their amusement value is," added Anya, who caught on quick. Her expression was cynical. "They probably feed the lions with the unfortunates who aren't so funny."

No one touched that.

"Good Lord," said Spike. "How dreadful." And then he took off his glasses and polished them on a handkerchief taken from his jeans pocket. Xander stared and marveled. At the rate Spike was going, he'd be Giles by daybreak. An undead, blood-drinking, Buffy-shagging Giles, and oh dear god in heaven, they had to get out of here.

"We have to find the power center of the spell," Tara said. "Break its influence and take out whoever's controlling it."

"It's obviously the ringmaster." Anya glanced around. "Right? That's why they call him that. Ring. Master." She flipped one hand back as if this was self-explanatory.

"Maybe," said Willow with a note of doubt. She and Tara traded a look.

"Wha?" said Xander impatiently. "Whaaa?"

"We, uh, came across a fortune teller earlier." Tara hesitated. "She was giving off some wicked strong energies."

"Yeah." Willow nodded, but looked reluctant for some reason. "We should probably check her out. I guess we'd--"

"Grab them," said a somehow burly voice, and Xander flinched as hands gripped his biceps. They'd been surrounded by big, big wrasslin' guys, the kind of guys you didn't want to meet in prison. And he would have put up more of a fight, hell yeah, but one of them had his beefy forearm wrapped casually around Anya's throat. Grimly, Xander let himself be shoved out of the bleachers with the others, biding his time. Buffy, getting in touch with her inner princess, was grumbling peevishly to the wrestlers about their rough handling, and Spike was uttering sharp heys of nervous outrage. This was their crack fighting team.

Go team.

The center ring was smack under the brilliant spotlights, tight-ropes and trapeze nets swinging above, a thousand faces swimming in the stands, watching their every move. It was enough to give a guy stage-fright, if the whips and--hey, look, kids: tigers--hadn't been so distracting. Xander clenched his fists and turned in place, clocking the loose circle of tough guys and tigers, trying to decide which was the bigger threat. Some of the tigers paced; others sprawled in orange dejected heaps on the ground, their faces drunken or dazed. One reminded Xander of Bill, a foreman at the company who always wore that same expression of disgruntlement, as if he'd just eaten a burrito that wasn't sitting well.

Xander tried to capture the big cat's eye, send him a mental salute: Don't worry, Bill. We'll get ya out of here, buddy.

The ringmaster strolled up, his tuxedo penguin-proper, buttoned across a barrel chest. Up close the spaghetti stains on his white shirt-front became evident, and Xander could see that his top-hat held a few dents. He looked grandfatherly and human and bored.

"Well, well," he said in an accent Xander couldn't place. "Here's a motley crew." He began theatrically smoothing the waxed lengths of his mustache from roots to tips as he considered them. "Not a lot to choose from, is there now." He measured Xander from head to foot with a dismissive look, frowned discontentedly at Willow and Tara, then swept his gaze across the others.

"Hmm," he said, stepping up to Buffy. "What can you do, little lady?"

"What--what do you mean?"

"Can you ride a fancy pony, girl? Swing on the flying trapeze? Or," he said with a cruel smile, "maybe we can just toss knives at you, eh?"

Buffy lifted her chin defiantly. "I could do any of that, including the being tossed at part."

"Here," said Spike, affronted. "I won't have you tossing knives at her." The words themselves sounded almost normal coming from him, but his accent was still cultured, his voice melodious.

The ringmaster turned his attention to Spike, looking unimpressed. "Really. And what will you do about it, m'boy?"

Spike blinked, discomfited. "I shall...I shall...lodge a protest." His conclusion was delivered with stiffly proper emphasis, and a jut of chin not unlike Buffy's own.

"Thanks, honey." Buffy smiled and rubbed Spike's arm affectionately.

Xander sighed.

"Useless," the ringmaster decided, echoing an opinion Xander had held for the last four years. He snapped his gloved fingers, and a wrestler came up behind Spike and pinned his arms back.

"Help," yelled Spike, alarmed, his gaze flying to Xander, who winced. Did he really have to save Spike? Well, no, in fact. Besides, the timing really wasn't quite right. But as Spike realized that no rescue would be forthcoming, an expression of starched outrage dawned and he dug in his heels. The wrestler staggered slightly, and Spike wrenched free, turned and slapped the man's cheek as if challenging him to a duel. "Vulgarian," he said with scorn. The crowd cheered wildly, obviously startling Spike, who looked around in sudden wonder toward the audience hidden beyond the glare of footlights. The wrestler tried to take advantage of his opponent's distraction and grabbed Spike's head in an armlock.

And as Spike twisted free like an eel and kicked the man's legs out from under him, Xander decided the timing was better, so he turned and started punching. Wrestlers began falling like a juggler's ninepins, laid flat by his good right fist, most of them out cold with a single blow. Damn, but he was strong, Xander realized afresh. A guy could get used to this. Indiana Jones, Rambo, Conan:

Xander Harris.

The thing about chaos is, it's hard to keep track of. He heard screams from the bleachers, and more cheers, and sharp snapping sounds and the roar of tigers; he spun, searching wildly, not wanting to meet a throatful of teeth, and met the ringmaster's whip-crack instead. A searing pain curled around his wrist and he was jerked off-balance, the whip snaking away before he could grab hold. It snapped him again across the cheek, barely missing his left eye, then wound itself around his throat. Half-choking, he managed to seize the braid this time and with a hard pull, the ringmaster stumbled to his knees.

Yanking the whip from his neck, Xander tried to gauge what was happening and where to strike next. It was difficult to focus, but a fierce tiger-wrestler battle seemed to be waging, and among the melee scrambled clowns, intent on subduing his friends. When from several yards away he saw Buffy going down for the count under a pile of white satin, it was a mere moment's instinct to draw the cannon shot from his pocket.

And he winds up, and he pitches.

The ball hit its target in the back, and suddenly Xander could see Buffy again, standing upright in shock, staring down at the felled heap of clown. And damn it, she wasn't moving, and a tiger was loping toward her.

"'Uffeeee!" he cried in warning, just as someone galloped by on a pale horse, arm swinging down to scoop her out of the beast's leaping path, and it was Spike. A blur of hooves, a girlish Buffyish yelp, and Spike, galloping off into the sunset with his booty.

But I threw the ball, thought Xander, goggling at the unfairness of it. "Ih'm th' herrro, not him," he ground out in a disgusted voice. Not Mister Pansy-Ass Victorian Vampire. "Damn't!"

Dander up, he whirled ferociously and punched what was nearest, which turned out to be the cushiony nose of a zebra suit. The zebra collapsed backwards onto its ass, two pairs of legs splayed.

"Soh'ree," exclaimed Xander in startlement, just before a body crashed him and he went toppling down.

 
 
"Oof," said Buffy, as she landed across the horse in an awkward position, a pommel in her gut, breasts mashed to the sleek hide. Her eyes went wide; there was a lot of crazy bouncing going on. Too much bouncing. "Ack," she gasped. "Can't...breathe."

The horse skidded to a halt, and Spike slid off and lifted her down. "Sorry," he said anxiously. "Are you all right?"

"Oh," she said, clutching her bruised tummy; then gazed up at his concerned face, eyes so blue and tender behind his round little glasses. "You saved my life!"

"I did, didn't I?" said Spike, looking surprised and then pleased. His head lifted and he scanned the scene of combat with rising interest. "Perhaps I could save even more, while delivering the smiting hand of justice to these ruffians!" And, eyes lit up with zeal, he dashed off into the fray, leaving her standing next to the horse.

"Hey!" Buffy put her hands on her hips. "Fine, just abandon me. Now what am I supposed to do if some big hulking creep comes along and--oh!" She looked up a long ways, into the leering face of a mostly naked guy with a big gold belt and satiny panties, though maybe guys didn't call them that. "My, you have symmetrical muscles," she simpered, hoping that he'd be like any man, appeased by compliments. But he just grabbed her, and instinctively she struggled, slamming her foot onto his instep, then banging her knee up into his goolies. She squeaked as the man sank to his knees, nearly dragging her down with him as he slid the length of her body. Buffy punched him in the nose for pawing her.

"Wow," she said, examining her unhurt fist. "I bet with this, I don't even need a boyfriend." And cheerfully she looked around for someone else to hit.

The stampeding audience had flooded the ring, half of them fighting, half running blindly, the remaining half beelining for the exits. There was definitely one half too many, and Xander could barely see five feet in any direction for all the panicky people, even with his augmented height.

"'Illo, Tarrahh!" he shouted, shoving aside careening escapees. "Anyyuhh!" One running body separated itself from the rest and clung to him. Anya. Relief filled Xander and he hugged his girl close until she squirmed free and pushed him away.

"We have to get out of here." Her voice was higher than usual, her brown eyes wide.

"Uh-uh," said Xander, shaking his head. "'Illo. T'rahh." Me Tarzan, you Jane, he thought as she blinked in incomprehension. Except he felt more like me-Cheetah. At this point, he might as well use sign language.

"Willow? Tara?" she said, puzzling it out. "We'll never find them in all this mess."

But as if cued, Willow and Tara suddenly staggered out of the chaos. Their clothes were slightly askew and Tara had a bleeding gash along one cheek. In a new development, a fleshy umbilical cord now connected their bodies just above their hips. Xander manfully tried not to stare, but it was way gross. And as he was staring and pretending otherwise, Spike charged up with a fistful of tuxedo, inside of which slumped the ringmaster, looking more battered than when they'd last seen him. Spike dashed the man to the ground, kicked him with elegant force, then hauled him up again.

Any other time, Xander would have been dismayed to see Spike inflicting damage on a fellow human, but he couldn't really fault the vampire under the circumstances. It was like watching a neutered housecat swipe at a rat, with a brainless and almost innocent pleasure.

Spike's eyes held a gleam, but his voice was still ultra-soft as he said: "Thought this gentleman might be persuaded to help us."

Buffy ran up bouncing with no more worry in her face than as if she were merely late for a party, as Willow asked the ringmaster, "Where's the power center for this spell?"

"And we know you speak English," Tara finished irately.

Xander grabbed the ringmaster away from Spike and breathed an unintelligible vow of revenge into his face. Whipper-snapper, he added in a way that required subtitles. The man flinched from him, waving his hands to affirm surrender, his face growing red above his tightening bow-tie. Come to think of it, maybe he was actually gesturing for air. Ha ha, thought Xander.

"Xander, let him talk," said Willow.

He dropped the man, who wheezed and coughed a moment, then touched his boutonniere with tenderness, as if fearing it had been damaged. "Madame...Martiya," he managed reluctantly, just as Xander was growing dangerously impatient.

"I knew it." Tara looked to Willow, urgency in her expression. "We've got to get to her before she intervenes any further."

And so they had a name and a plan, thought Xander. Go team, he thought with more optimism.

They moved carefully through the carnival in a tight knot, almost as one body.

An unfortunate description. Following Willow-and-Tara's unified lead, Xander decided that his masculine instincts were finally being proved right: too much intimacy was a bad, bad thing.

"'Ey, hold'p," he said, as his eye was caught. The others stopped and waited in silent confusion while he stepped up to the high-striker. "Alwaysh wanted t'do thissh." He grabbed the hammer leaning against the game, swung it back, and smashed it down with all his might. The weight flew up the length of the machine and sharply struck the bell, which went flying off the top, a red arc across the night sky.

Xander laughed in awe of himself.

Perfect.

"This is it," said Willow, looking back over her shoulders at the others before stepping inside the tent, careful for Tara's sake not to walk too fast. Inside the tent, nothing essential had changed: the table with its dark cloth falling in precise pleats, the globe luminously centering the table, and the ageless woman cupping the source of her magic. Her eyes were not closed this time, though. She waited for them.

"You have returned for your fortunes?" The woman gazed at Willow unblinkingly as the others fanned out along the inside of the tent. "Whose shall I tell first, hmm?" A smile seemed to hover at her lips, unborn. "Perhaps yours, child. For darkness rises by thy silence kept, secreted and in cunning craft allied--"
 
"No!" Fear shot up Willow's spine like the weight on the high-striker.

The fortune-teller broke off at her cry, with a knowing look. "You will not accept your fortune?"

"No," repeated Willow, shaken but gathering herself together for an assault. "We're here to tell you yours, old woman." Darkness lowered her voice to a threatening pitch, and she reached for what spells were handy to mind, ready to set her will against that of the fortune-teller. Tara's energies were a sympathetic mirror, mingling and resonating with hers as they never had before, not even in lovemaking, coursing through their joined bodies and making them--her--stronger, her darkness lighter. She deafened herself to the whispers of her friends, let Tara's soft chants and heartbeat steady her; she blinded herself to everything but the woman's long face, a mask of flesh hung in shadows.

They'd grown together like a gnarled tree, she and Tara, and together they lifted their welded arms and their free arms to form a trident striking. They would have immobilized their prey, but even as they lashed out with their powers, the woman's face crumpled and dissipated, the velvet of her robes falling disembodied to the chair, her turban rolling to land at Spike's feet like a fat purple beehive. He picked it up warily, shook it as if something might fall out, then peered inside. His puzzled shrug to them indicated it was empty of any residual fortune-teller.

Bemused, Willow gazed at the table, on which the orb still glowed. She hesitated, then reached for it--

--as the tent changed, breathing around them like a huge mouth, growing bigger but pressing closer at the same time, the air heating, becoming heavy and fetid. It happened almost too fast to take in--as the others began to hunch and glance around, skeletal fangs ripped through the ceiling and floor, piercing the drapes and closing willfully on the tent's inhabitants.

And as Willow tried to process what was happening, the floor rolled like a huge tongue, spilling them all to the ground and rolling them toward the teeth. Anya was shrieking and Xander yelling incoherently, and then Spike roared in pain as his upper arm was caught between two teeth and held between their grinding force. He punched savagely at the upper fang, unable to get a good angle with his free arm and nearly sobbing, as Xander took advantage of another swell of floor, body-surfing Spike's way. He landed in a heap next to the vampire and added his strength to the job, fist smashing against demonic bone, which began to break into shards.

Then the table fell over on its side, blocking Willow's view. "The orb!" she yelled, as the table rolled back and forth on its edge, somehow not quite tipping onto its surface.

The tent seemed to be growing angrier, and sound buffeted them now too, the roar of a storm at sea. Trying to retain presence of mind, Willow crawled as best she could in tandem with Tara, gaze darting around in search of the orb. When Willow briefly looked up she glimpsed Buffy kicking teeth, just before a shuddering movement, disturbingly like a swallow, landed the slayer flat on her back. Buffy turned her head to stare across the floor at Willow like a dazed cheerleader who finds herself toppled from a squad pyramid, then bounded up again, her attention diverted by a cry from Anya.

Willow and Tara both saw it at nearly the same time. "There," cried Tara. The orb was caught in a declivity of floor, a pearl shining against dark velvet, teasingly just out of reach. Just as Willow was about to coordinate a lunge, the floor heaved and the orb rolled right to them, coming to rest like a bunted baseball in her outstretched hand.

Willow blinked in surprise, then tugged at Tara. "Come on," she said. "Hurry." The two of them wormed their way toward the nearest row of teeth.

"Molars," gasped Tara.

Which lay further back, beyond Spike--now free--and Xander, who in a duet of violence were delivering a punishing hail of blows to the tent-mouth. The results resembled broken stalactites and stalagmites.

"Xander," yelled Willow, and he turned at once, gaze searching wildly before dropping to locate her on the ground. She held out the orb. "Between the teeth--destroy it!"

He jumped their way, grabbed the orb, and then fell, skidding clumsily across the floor but in the right direction. It was a moment's excruciating wait for the back teeth to widen enough, then Xander slammed the orb down, yanked his hand back, and one sickening crunch did the trick, accompanied by a scream of unearthly pain and exploding dentin.

But hey, thought Willow a minute later, brushing bone chips from her hair with her two good hands,

"Guess you can't expect a quiet surrender on the Hell...mouth." And she caught Tara's ironical eye and groaned kittenishly at herself, feeling like a vamp forced to hear one last bad slayer pun before the dust settled.

Another day's clock had spun its hands, and a fresh night had settled across Sunnydale, a black sheet across its houses, graveyards, grassy lawns. It was raining--whimsical and Californian; an effervescent spritzer of a rain. At the Summers house, though, the windows were still buttoned up tight against weather and weirdness.

Inside, it was Scooby Central: the television was flashing scenes from The Stranger but no one was watching; the popcorn bowl was passing from hand to hand; bodies were shifting with restless discomfort and residual unease. Xander sat on the couch, thigh to thigh with Anya, who cuddled with an expression of contentment no one else wore. Tara sat next to them, her hands clasped together, while Willow perched on the couch's arm; it was obvious at a glance that each woman was carefully not touching the other, though the space between them didn't look fraught with tension. Across from their friends, Buffy and Dawn commanded chairs, and behind Buffy's, Spike leaned against a bookshelf broodingly, wearing his duster with a somehow aggressive panache, over clothes completely black.

"So it was just gone?" asked Xander. "The whole shebang?"

"Pulled up stakes," Buffy confirmed, then pulled a frowny face as if realizing what she'd said. "So to speak. Shebang and all."

"Just an empty field," put in Willow, playing with her handful of popcorn. "With the tent-holes and the mud."

Tara glanced sidelong at her lover. "And rather a lot of elephant dung."

"Bloody good riddance," came a sulky snarl from Spike.

Xander's gaze sharpened and a dryness tugged at his lips. "I don't know, William. Some of the night's entertainment was funny ha-ha."
 
"Says Andre the Giant Wanker." Spike shoved off his bookshelf and stood, hands in pockets, scowling at Xander from the middle of the room.

"Four-eyes."

"Piltdown poof."

"Mama's boy."

"Guys--"

"Same again to you."

"Ha. I don't like my mother."

"Guys!"

"Funny that, you get more like your mum every day."

"Well, you--"

"Shut up, both of you!" Xander and Spike broke off and looked at Buffy, bemused. "I've got a stake for each of you." She glared at them in turn.

"Is mine the A-1 kind?" asked Xander plaintively.

"Yours is the pointy kind." And Buffy drove her point home with a pointed look, while Tara snuck out a grin.

"Hey." He waved a hand in reminder. "Good guy here."

"The only distinction to me right now is that you'll leave a messy corpse."

Spike's smirk upped itself a notch.

"Hero for a day," said Xander, leaning forward with a head-shake and draping his arms over his knees. "I knew it was too good to last."

"You were wonderful, honey." Anya patted his arm. "Very rugged."

"In a grunting, Neanderthal way," said Spike, switching gears to add archly: "Very rugged, peaches."

Xander bristled again. "Mocks he who was so very not!" He paused. "Rugged."

"Hey!" Buffy swung her irky glare between them again, distractedly noticed Willow getting up from the couch and walking toward the kitchen. "Behave."

"We have water pistols," offered Dawn. "They could have a show-down at thirty paces. With jello...before it gets all wriggly, I mean. Hey, that would give new meaning to 'jello shots'." She heh-hehhed at her own wit, then sulked a bit when no one else did.

Sighing, Buffy left her friends nattering and wrangling in their familiar way and headed into the kitchen, where Willow leaned on the counter, an unopened beer propped in front of her. She was staring at the bottle as if it were a face-off, as if she were communing with the spirit of the hops.

"The St. Pauli Girl is laughing at me," said Willow morosely.

Buffy came over to the counter, let her hip rest against it. "Well," she said stoutly, "I never liked the bitch. Girl's a ho if ever I saw one. Here. Give that over. I'll scratch her eyes out with my--oh, damn, I broke a nail." She frowned at the pink tip, sad and ragged.

"Your angst trumps mine." Willow's voice was ironical and not unfriendly, but somewhat dull too.

"Well, no." Nails were important, though. Because her mom used to say, people always look at your hands, honey; they say a lot about who you are. And she didn't want her hands to say, 'Hi, I'm a ragged-ass slayer who does a lot of violent staking with these digits and by the way, I've forgotten how to groom myself.' But these thoughts scampered through Buffy's head as fast as mice and out again, as she went on nervously, "Are you having beer angst? 'Cause you say the word and I'll toss that St. Pauli chick out on her...glass. Her and all her friends."

Willow looked up and smiled faintly. "That's okay." She paused and straightened, pushing the bottle away; Buffy found her friend's eyes strangely opaque. "How are you doing? Now that Spike is back to abnormal?" Now that you are, she didn't say. And she would never have said that, not Willow, but Buffy thought it. Back to abnormal, back to little red slayerhood.

"I'm dealing," Buffy said, sliding her glance away, looking around her kitchen. The ceiling light bounced off the windows, made shiny the floor. It was like how light bounced off eyeglasses. Too bright. Distracting. And sometimes you couldn't look at someone's eyes. "If I hadn't been all retro-Buffy it might have been stranger. He did seem very human and guylike, didn't he?" She tried not to be wistful. Wist was pointless.

"In his way," agreed Willow.

"He felt so safe." Buffy gazed at the floor tiles, memory sweeping her back despite her best intentions. "He's never felt safe before. Never even been near the state line of safe." She sighed, shook off her noodling. "Some of it I don't even remember that well." It was true; gross amounts of spun sugar and fried dough would have pretty much addled her brain even if the spell hadn't, but something was snagging at her mind now, a useful distraction that she fixed on immediately. "At the end, when we were in the tent with Madame--" She hesitated. "Martina Navritalova whatever--she started to tell a fortune. It sounded like--"

"Nonsense," said Willow flatly.

"Oh." It was like hitting a stone wall. Buffy went over walls, the real kind. Friend walls were more challenging. "I thought maybe it had something to do with the prophecy. 'Darkness rises.' Wasn't that it? Those were the only words I can remember."

Willow, not looking at her, pulled out a counter drawer and found a bottle-cap opener. "Yeah, I think it was something like that. But, you know, darkness always rising 'round Sunnydale, yadda yadda."

She was ready to listen to Willow, as she always did, listen and shrug it off. But she was the slayer and she made connections, sometimes without even trying. Her mind chased things down, nailed them in place. "You said she had a lot of mojo, though, right?" She tried to respect her friend's opinion while heeding her own niggling instincts. "It's not as if she was a fruitcake, unless a very powerful fruitcake." She looked at Willow, who finally looked back.

"Given the whole freak-a-morph thing, I'd have to say: very powerful fruitcake." Her voice was calm but a firmness lurked underneath. Something there was lurky, but Buffy decided it was the obvious, the aftermath of being welded to your girlfriend by a demented old woman in a tacky turban. Fruitcake. Of course she was.

"Guess you're right. Moot point, anyway."

"The mootest," said Willow in a quiet voice, looking steadily at her.
 

Notes: Please do not archive; feel free to include links on rec pages, however. This is not beta-read; Feel free to send feedback, excluding rants on how Spike/Buffy is evil, yadda.

Third episode in an alternative season 8, with (this may be a no-brainer) an AU season 7 in between; everything branches off from "Gone."

There's a little backstory here and here on the season noir concept. It has a few broad, spoilery things for stories to come.

The main page for season noir is here.

My e-mail is eliade@drizzle.com.