Out of the trees came faceless apparitions.

Buffy ran, leaving the path and twisting through the brush wildly, but everywhere she ran, the things were there, rising out of bushes, snagging her from the branches overtop, tangling themselves in her hair.  Hundreds closed in on her.

She screamed, found the end of the forest, and cleared it, rushing into an alley and through a door.  It closed behind her with a massive ponderous thud and she stood, catching her breath, as she looked around.

Remaining in the alley might have been the better choice.  She stood at the top of dank cement stairs that led down into some kind of yawning black pit.  She couldn't see a thing and the smell rising up was horrific.

Buffy reached for the door but it was locked and determined to remain so.

"Fine," she said out loud to no one in particular.  "These strange little mazes are getting awfully boring."

She looked down into the black, took out her stake, and started down.

She tripped at the bottom of the stairs, her sneakers sliding across the sticky floor.  She righted herself quickly and went forward again.  In the gloom she found a lake and the source of the smell.

The sludgy black water lapped at her feet.  Holding a hand under her nose, Buffy looked around.

The lake wasn't that big.  Perhaps a few hundred yards away was the other side of the basement or whatever this hellish room was.  Stairs went up to another door.

However, getting there meant going in the water.

Buffy looked at it cautiously, still holding her nose.  It reeked and even that wasn't descriptive enough.  And it looked like stuff was floating in it.

She returned the stake to her pocket and took a step.  The black water closed icily around her ankle.  Cringing, she took another step and was about to take the third when she noticed a movement in the water.

She stopped.  Out of the ripple appeared a feeler, a small one at first but as it rose it grew thicker and became a full-fledged tentacle.  It wavered, then bent to point directly at her.

Buffy retreated out of the water.  The tentacle disappeared.  She dropped one foot back in and the feeler reappeared, closer this time.  Again she pulled back, then sat on the steps and looked across to the other set of stairs.

The smell grew stronger and she had a feeling that the whatever-it-was had swum close to her.  She stared into the water but the black was unyielding.  She knew it was there but not being able to see it, not being able to know what it was or where exactly all of it lurked, swept cold fear through her.

She glanced up the stairs behind her, to the door at the top.  She could probably force it but figured that wouldn't help her much.  She knew where she needed to go.  She returned her gaze across the lake.

"Elszakitanim," she said.

Into her head came a vision of Giles, broken, bloodied and helpless, calling her name over and over.  With that before her, she stepped down and into the water.

The water closed around her ankles.  She waded in farther and it flowed around her knees.  Breath caught, she waited for a touch, a poke, a slither, *something*.

"Where are you?" she muttered, stake raised.

She felt ludicrous with the stake.  Her idea of what was in the water with her took on the proportions of a giant squid, or a planet-sized octopus with a nasty attitude.  Right now she would have traded every last stake in her closet for a single harpoon.

She took another step.

The bottom fell away and water closed over her head.

Buffy surfaced, coughing icy sludge out of her throat.  She'd thought the reeking smell had been bad but the taste was beyond sickening.  Uselessly, she coughed again, but there was no getting away from it - she was going to taste *this* for the rest of her life.

She glanced across the water.  The other stairwell looked farther away at this angle, almost unreachable, but she shook off the feeling, wondering if whoever was in charge of this maze could will hopelessness in her as easily as it had devised this lake.

Clenching her stake in her mouth, she started to swim.

A little while later, she was starting to feel pretty good about the whole thing.  The stairway was getting nearer and Mr. Octopus was obviously busy somewhere else.  She relaxed enough to drift for a moment, allowing her arms and legs a rest.

That's when she felt the swell.  Buffy rose in the water, lifted as though a sea creature had passed underneath her.  She studied the water nervously.

"All right!  Attack me and get it over with, you dumb squid!" she called, forcing brazenness into her words.  It swam by her again, causing another tide in the water.  She turned to follow the movement and noticed the stairwell.

It was very far away.

Again she felt that wash of despair.

"No!" she said angrily.  A tentacle came out of the water like a periscope and regarded her.

"It's not a good idea to tease a pissed-off Slayer," she told the tentacle.

It stopped teasing.

A flicker of pressure at her waist was her only warning.  The creature snagged her, enfolded her cruelly, and yanked her down.  She kicked, squirmed, bent herself almost double trying to dislodge the throbbing appendage.  It merely tightened at her efforts, sliding her through the brackish water like a strand of seaweed.

Other feelers swept in to join the first.  She felt their tips touch her before undulating around.  When a fifth tentacle joined the others, she stopped resisting, flopping completely in their hold.  The sudden giving in plowed her through the water.  She smacked into a rubbery wall, bounced off, and opened her eyes to discover Mr. Octopus had a face after all.

Well, part of one anyway, she amended.  With one eye.  A luminous pupil, glowing blue in the viscous water, regarded her with an unperturbed gaze.

Starved for air, she desperately plunged her stake.  The eye remained blank even as she impaled it.  The tentacles tightened.  She slashed again viciously, breaking her docile position in an abrupt fury of kicks and blows.

The creature reacted, rushing blindly through the water.  She broke the surface somehow and managed to gulp air while continuing the battle.  The thing reacted in confusion, whirling in the disorder.  She took her bearings and found she'd been carried back to the first staircase.

"God, no!" she cried in desperation.  The tentacles slipped and she freed herself but the momentum crashed her back onto the steps.  She hit violently with an impact that jounced every vertebra down her spine.  She fell within the thunder, her cheek scraping the gritty cement and her legs somewhere below her in numb uselessness.  And she sobbed.

"I can't do it!" she wept to no one while the beast smashed the water around her.  "Oh Giles, I can't!"

She closed her eyes as greasy water pelted over her.  She would die here and she was too weary to care.

"Whoever you are," she whispered.  "Let it end.  I'm so tired."

It seemed that something did come for her, floating her into a white gauzy space.  Her last thoughts were of Giles, standing in the library, hands in his pockets, talking wistfully about kayaking.  Then he was in an armchair, a book on his knee and his glasses in his hand, watching her with pleased green eyes.  "You are my Slayer," he said delightedly.

"…..Giles….." she murmured and, in abrupt rage, she sat up.  The white disappeared and the horrid beast was still in its throes and the frigid water still battered her from above.

She looked upon the scene before her.

 And laughed in the face of hellmouth.

"I'm going across," she stated and dove into the water.

Her return to the water paused the beast.  It turned, sensing her in its blindness.

"I'm coming for you," she told it.  When the first tentacle came, she swam over it and towards the creature.  A second tentacle joined the first, swishing the water behind her as it searched.  This thing did not expect her to come towards it.  This thing expected her to swim away.  Realizing that, she laughed again as she went lower in the water, looking for a place below the monstrosity that stood between her and her Watcher.

As she moved downward the black water closed off her sight completely, but it didn't matter.  She could feel the dead weight of the creature.  She knew its every action, every reach, every twitch.  She knew that it had spread itself thin at the surface as it searched for her.  Down here, down underneath, it had no awareness of her at all.

When she came up, she came in a Slayer's fury.  The stake in her hand penetrated the beast's skin and kept going.  Her hand plunged in, her arm, and then the rest of her.  She went into the beast and ripped it inside out.

When she surfaced this time, she was at the first step of the second staircase.  She pulled herself onto it, took a few moments to wring out what sludge she could, looked up, smiled, and started for the door.

It opened into another alley.  Buffy swore in exasperation until she saw this place was familiar.  Every window in the building facing her was painted black and a sign swayed slowly over the entrance.  It was a factory, abandoned by humans but not by others.  She pushed open the door, trembling at the memory of the last time she'd been here - the night of Miss Calendar's death when Giles had gone to confront Angelus with a depth of anger she'd never suspected her Watcher could possess.

The hinges screamed as the door swung in.  She stepped in, took a single look, and murmured, "Oh my God….."

The fire had already started, engulfing the perimeter in a blaze of red.  Over empty assembly lines swung thick chains, rushing through the smoky air and slapping against a walkway above.  Two figures moved upon the metal platform, circling each other before coming to blows.  The sound of their fight reached her below.

"Giles?" she asked, squinting through the sparks and ash around her.

She started up the stairs.  As she neared, she saw Angel, a demonic anger on his face, snarling and slashing at his opponent who returned each blow with equal passion.

"ANGEL!" she shouted.

Angel's opponent whirled at her voice and stared at her as if he'd never seen her before, naked rage on his face.

Buffy's eyes widened.  "Giles?" she asked, stepping forward.  Angel had paused to look at her too.  She noted it at the side but it was her Watcher she went for.

If it was him.

Buffy stopped a few feet away, looking into Giles' face, but he still didn't know her.

"It's me," she said.  "It's Buffy."

He shrugged, preparing to turn away.  With a sinking heart, she added, " Elszakitanim."

The word crossed fiercely between them, slicing the air, reverberating against the walls and rocking the walkway.  He swayed and, in that rush, came to himself.

"Buffy?"  he asked, taking a confused step towards her, arms lowered, looking as if he'd just awakened from an abyss of sleep.

"It's me," she managed in return, touching him tentatively, and it *was* him now, looking at her with those green eyes, so familiar in their warmth and pain, their expression aching right through her.

"Oh Buffy, why did you follow me?" he cried softly.

In the split second before his words died, Angel came.  One moment Buffy had Giles, the next he was over the walkway and flying down to the floor below.

"ANGEL, NO!" she yelled.  The demon in front of her laughed.  Buffy looked up at him in horror, then blinked.

Behind the demon's visage glowed aquamarine eyes.

Buffy's chest tightened.  "Michael?"

"Who?" he asked.  His fist cracked the side of her skull and he grinned as she slammed against the metal rail.

Buffy reacted quickly, spinning before he could lay another blow, falling into a fighting stance, but the person she faced looked and sounded like Angel.  If it hadn't been for the eyes…..

She faltered and, for her delay, received the second hit, this one worse than the first.  She crashed prone to the walkway.

"Every time you hesitate, people die," he taunted her.  "If you weren't so dense, you'd have learned that by now."

"Michael, stop," she tried.

"No Slayer ever failed her Watcher…..until you," he said.  "You whined over me even as I murdered the only woman your Watcher ever loved.  Who are you to take so much away from a man who gave you everything he had?"

She rolled away from a kick that would have landed in her stomach but he'd expected her to roll.  He vaulted overtop and hit her again, the force cracking her sickly.  She cried out in pain as blood filled her mouth.

"Your Watcher told me about you, how you failed him, how you hurt him, how he couldn't wait to get away from you and leave you in the hellmouth to die," he said coldly.

He leant over her, the face of Angel, and again she hesitated.  "I never wanted you," he said.  "From the moment I laid eyes on you, I hated you right through."

"Michael, stop….." she tried, coughing on her blood.

Another voice sounded.  "Michael?"

The demon turned slowly, suspiciously.  Behind him was Giles, braced against the walkway but with enough strength left to hold a burning club aloft.

"I don't know you," it seethed.

Giles eyed him.  "Angelus?" he asked again.

"Sssh, Watcher," came the hissing reply from the crouching demon.  It bounded up and Giles landed the blow.  Weak as it was, it was enough.  The burning staff connected and the demon howled.

Giles managed a second hit, chest heaving with the effort.  Under it, the illusion that was Angel wavered and disappeared.  The eyes and face and form that had been Michael Khieri lay in front of Giles, waiting for the third strike.

The truncheon lowered.  Buffy crawled forward.

"Michael!" she called.

But his eyes were only on Giles above him.  In a soft broken voice, he said, "Why did you leave me here, Rupert?  Why didn't you come for me?  I waited and waited but you left me here all alone."

"Don't listen to him!" Buffy called but Giles stepped forward, closing the distance.

"I did call for you but you didn't answer."

Michael sat up and whispered, "I couldn't answer.  They had me.  They closed my mouth as they held me down.  I heard you but you went away.  You left me, Rupert.  You left me to them.  Do you have any idea what they did to me?"

"…..I'm sorry….." Giles said almost inaudibly.

The distance between the two was little more than a foot.  "GILES!" Buffy yelled, trying to get to her feet.

"I walked through hell's brimstone for you, Rupert.  I held you while you sobbed for Jenny and I kissed you afterwards.  *I* never let *you* go."

Buffy got one foot under her.  "KILL HIM, GILES!"

Michael glanced at her.  "Should he kill me the way you killed your precious boyfriend, trusting you completely and calling out your name while you ran a sword through his heart?"

In that glance away, the club came up.

Michael turned back.  "Rupert?" he asked.

It was the only word he had time for.  The impact of Giles' hit sent him skidding across the metal walkway.  As he yelled, Giles fell to his knees and dropped his face in his hands.

Buffy was up now.  She rushed past Giles and slammed a kick into the demon.  Michael rose, grabbed her, and tossed her head over heels into Giles.  She landed hard, knocking him flat, but rolled off and jumped to her feet before Michael could close in.

A burst of fire came through the walkway between them.  In the roar and smoke, she shot forward, heedless of the pain, and descended on him with the strength of a Slayer.  Without hesitation, she beat him until she felt his blood on her fists.

It was only when she had him down, when she stood overtop, stake in her hand and a second away from completing the battle, that she realized she could hear Giles' voice through the blaze.

"Don't tell me to stop," she said but the stake in her hand trembled.  Below her lay Michael, exposed and limp, his arms dangling off the walkway.  He returned her look with tears in his eyes.

"Buffy,  this…..isn't what we came for," Giles managed, gagging on the thick ash flying through the air.

A booming sound followed his words.  The factory shook.

Michael twitched and glanced wildly around.  "They're coming…."

The factory quaked again, then stilled.  The fire died out, the chains stopped moving, and a strange dreadful silence fell over them.  In the dim, all Buffy could see was Michael's shadow and his shimmering eyes.

Without lowering her stake, she asked, "Giles?"

A tremendous thunder rolled through, vibrating Buffy's spine through to the top of her head.

And, again, silence.

In a bare hushed tone, Michael said, "You killed one of the children."

Buffy frowned.  "Whose children?"

She was nearly thrown off her feet by another deafening vibration.  Michael shivered under it.  "…..in the water….." he whispered.

Without taking her eyes off him, Buffy stepped back to where Giles was.

Only he wasn't there.

Buffy glanced around in panic and finally located him at the bottom of the stairs, almost down to his hands and knees as he tried to cross the floor.

"GILES!" she shouted.  She ran for the stairs, nearly falling when another earthquake rattled the factory.  In horrified comprehension, she realized these were their footfalls, the old Nosferatu.  This was the echo preceding the source.

Giles reached the door and she ran after him but, to her surprise, he wasn't trying to go through it.

He was trying to close it.

"Giles!" she said when she reached him.  He turned and she jumped away in shock, her twist crashing her into a crate.  His yellow eyes noted her under an ugly demon visage.  Then he reached forward, grabbed her, and pitched her into the alley.

"No!" she swore, trying to get to her feet under another tremor.  She looked up and saw Michael coming from behind Giles, not so wounded after all, his face twisted in vehemence and fresh blood.

"Fucking hell!" she screamed into the tempest.

Michael reached Giles before she did snatching him away from the door and spinning him around.  Giles landed on his knees, somehow taking Michael with him.

Buffy barrelled between them.  Giles slammed her away.  "LEAVE ME!"

"NO!" she yelled.

"YES!"  He tried to shout over the roar.

She grabbed onto Giles again and this time she wouldn't let go.  She felt his face changing against her cheek and the cold dead press of his skin against her warmth.

"I'm losing my way," he managed in a hoarse tone.  "If you stay, I'm afraid I might kill you."

"Could you ever kill me?" she asked in return.

Her answer was a growl and a scrape against her neck.

All of a sudden, she was in the air.  She landed back in the alley in the midst of a quake.  She struggled to her feet and looked up to find Michael lifting Giles.

"Oh God, no!"  Buffy lurched forward on shaking legs.

But the two were only looking at each other, demon to demon.  Giles, in a strained awful tone, said, "When I feel the sun on my face, I'm reminded of God.  Have you lost your faith, Michael?"

Michael raised a hand to Giles' face but it was a caress, not a hit.  He touched the demonic bumps on the forehead and murmured, "Not you too….."

Then, with a powerful shove, he sent Giles backwards out of the factory.  Buffy's last sight was blue eyes in a gory face.  The door slammed and, in the booming thunder that followed, she heard a scream.

"Was that the door?" she asked in terror.  She looked down at Giles in a heap at her feet.  "Was that the door?"

Giles was comatose at her feet.  A mammoth tremor reverberated through the ground.  In fright, she tried to lift him but he was too inert, too heavy.  She tugged him as far as she could over the damp moving earth before falling beside him.

It took a while for her to catch her breath.  Her heart, pounding her ears, deafened her.  When it finally slowed, she looked around in bewildered apprehension.

The alley was gone and so was the thunder.  They were in a vague place of mist and rain.

"Giles?" she whispered but he was still unconscious, panting intense shallow breaths, a hundred a minute it seemed to her, like a dying animal in a summer's heat wave.  The demonic ridges on his face had disappeared but the slightly open mouth revealed two fangs.

Buffy turned away from the sight, curling up with her legs under her to lie against his stomach.  She laid her head on his haunch and closed her eyes.

"I want to go home," she said but it was to no one.  They were in an empty place and she didn't know the way.