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I noticed a slight change in the air surrounding Spike, and could only assume that the witch had sent some sorcery upon him to aid in his survival. Perhaps I had been hasty in thinking her a murderer.

I was most thankful to finally speak with the mortal known as 'Giles', since he provided useful information to me at last.



Illyria was growing tired of the constant waiting and uncertainty that seemed to fill her new life these days. She wished to venture out, to find her foe, and to strike him with all the force she could to avenge her brothers' deaths. Yet Wesley had not returned, and so she was in a state of flux. The witch had refused to divulge any information regarding the murderer, and had fed her more ice cream boxes. Realizing that those who had entered the witch's store had yet to return, she closed her eyes, allowing the molecules to shift subtly until the visage she wore was that of Winifred Burkle. Eyes shining brightly, if slightly empty, Illyria entered the store and began examining the various objects within. The names swirled within her head like butterflies on the wind, and she dragged forth the latent memories of Fred to the surface to assist her. The air around her tingled with power and she waited.

The spirit of the season firmly implanted in his being, Rupert spent most of the day running in and out of shops, purchasing stocking stuffers for friends and those he considered family. Arms loaded to bear with trinkets, clothing and sweets, he pushed himself forward. One last stop, he promised himself as he rounded the street to Willow's shop. Using a free shoulder, he pushed his way inside, coughing slightly.

The face of Fred upon Illyria continued its bright smile at the visitor. Perhaps I can pull information from this mortal... she thought, until the power she had sensed earlier screamed upon her in waves and she suppressed the feeling of shock. Power, great power, was within this small mortal as it had been with the witch, and so she stepped forward slowly, hands clasped behind her back in the manner that Fred had done so often. "Hello! Are you here to buy something? We've got loads of stuff," Illyria added with Fred's voice. She did her best to discern exactly which type of power emanated from within the mortal but was unable to do so. Curious, she thought, but the smile stayed in place. "I see you've been off shopping already. Friend of Willow's?"

Rupert was caught slightly off guard by the new, friendly face. Had Willow mentioned hiring an assistant? His mind was something of a whirlwind these days; it was entirely possible she had mentioned it. "Indeed," he smiled. "A good friend. My name's Rupert Giles, and you are?"

Giles, she recalled instantly, one of the names I wrote down. One of the ones to which Willow spoke with earlier whilst hiding me away. And a comrade as well? Illyria nodded at him. "Yes. Win---well, most folks just call me Fred. Plain Fred." She moved quietly around the store until she found a jar filled with healing crystals and held it out to him. "Looking for something like this, maybe? Amethyst is a good one."

"Actually I came to..." he trailed off. Fred. Her name pulled at the back of his memory. He wished he could place the specific conversation. Rupert put his packages down on the floor and smiled as he accepted the jar from the brunette. "... see if Willow had received my invitation for my Christmas Eve party." He held the jar up to the light. "Quite powerful," he offered, slowly turning to view the slip of a girl through the refraction.

"Oh," Illyria replied as Fred. "Well, if she has, she hasn't told me anything about it." Shrugging slightly, she watched Giles carefully to see how he would respond to the offer of the crystals. Yes, he understands. He knows. "Interesting little things, huh? They look like one thing, but...they're like something else completely, y'know? Sorry, I ramble," she smiled as her mind whirled with information she tried to process. What had the conversation been before? Giles, Willow...a smile crossed her lips, one Illyria had been practicing. "Wait, Giles. You know Wesley, dontcha?" Yes, she realized, he does. And perhaps I can glean from him his location.

The light cast an odd blue tint to the woman standing not two feet in front of him. But even odder, Rupert noted, it seemed to suit her. He lowered the canister to his chest, not breaking eye contact with Fred. His eyes caught her smile... it was too natural. "How do you know Wesley?" he asked, keeping his tone neutral.

"Oh, we go way back. Back to L.A., Angel, all that," Illyria nodded confidently, the memories at the surface now in case the Giles-mortal wished to interrogate her further. "He was supposed to...umm..'ring' me? But I haven't heard from him in awhile, so I was getting worried." The air between them danced and sizzled, causing Illyria to contain herself once more. Yes, there was more to the Giles-mortal than met the eye, that was most certain. Why should I care what Wesley thinks of me? He has most obviously abandoned me to the wretched witch and her comrades, leaving me amongst mortals I cannot understand while my foe runs amok. "You want to buy that, or something?" she added in the Fred-voice as the red dress swished around her legs while she moved.

"Oh, we go way back. Back to L.A., Angel, all that..." The words sang in his brain, unlocking the puzzle that was the woman in front of him. He offered the crystals, his hands brushing against her as he did so. "No, thank you Fred," he apologized. "Or should I call you Illyria?"

Her eyes narrowed slightly, then with a flip of her head backwards and one fowards, the brown hair turned blue and the dress disappeared. Her blue and red armor reappeared and the brown doe-eyes vanished until cold crystal-blue ones eyed the mortal. "Yes," Illyria replied monotonely, unsurprised that a comrade of Wesley's would deduce the truth. "Yet, you still have not answered my question," she added as her legs moved awkwardly, one crossing the other in a catlike fashion until her gaze pierced the mortal's. "You will tell me Wesley's location. Now."

Fred's transformation to her true self was startling, even if expected. He'd read countless texts on the Old Ones; he knew of their reign over the earth, the wars fought in their name, in her name. He swallowed twice, willing his voice to return. "I can't... no, I won't do that," he whispered.

"Then you will die," Illyria added coldly, a hand reaching out to snatch at the mortal's throat quickly before he could move from her. "Why must you do this? All of you? Keeping him from me...do you not understand the consequences?" Apparently, they did not, and she slowly began to tighten the grip about his throat until...until..."No." Wesley's face, his words, screaming in her head as this mirror was shown to her. Illyria released her grip suddenly, looking upon her hands, wondering what hold it was that Wesley held upon her to make her act like this. "I...do not...understand...I..." Words tried to spill from her lips, yet they were ones she could not comprehend herself. "I apologize, I only meant..." Why can I not complete a sentence? She moved towards the counter and let her hands rest there, her back to the mortal, open and vulnerable, and yet...she did not care at the moment. For the moment? She only cared that she might have done something Wesley would disapprove of.

Moments ago this shy slip of a girl, wonderful smile, impeccable manners, had become... something else. Rupert hadn't time to react to her transformation, becoming, in essence, a god among men. Her fingers cut off his airflow, impossible strength lifting him inches off the ground. And yet, Rupert noticed while struggling for breath... so did she. She fought. And released him. He fell to one knee, choking for oxygen. Prone should Illyria change her mind, strike him down. How fitting his last moment came kneeling to an Old One... But no blows reigned down upon him. Instead, he received an apology. "I-- my fault," he sputtered, hoping to ease the tension further. "I was quite... abrupt... in my assertion."

His words did not register, merely flew on the wind betwixt them as Illyria contemplated her efforts. Everytime frustration built, she returned to violence - the only way she knew to solve a problem. Wesley had shown her a new way, one that mortals used, and it was both new and frightening. "He left me, you see," she told Giles, her back still facing him although she knew Giles was on his knees. "Wesley...abandoned me once more, left me to rot in this place I do not understand without the aid of comrades...without my foe to kill." She paused before turning to face Giles finally, steel-blue eyes unfocused upon him. "He will not reveal his name to me. Perhaps he is fearful I would be rash in my actions as I have been with you just now." She thought about that for a moment, but the moment was gone. "I must kill the murderer of the Old Ones."

Rupert blanched. I must kill the murderer of the Old Ones. Illyria's statement swirling in his mind. Even in their eternal slumber they were nigh invulnerable. The power required... "Cain," he whispered, looking up at Illyria finally. With some effort Rupert rose to his feet, using the cash counter for leverage. "Wesley didn't abandon you. He is investigating the means in which the one who killed your breathren gains his power."

"Cain," she repeated, trying the taste on her tongue. Names were important, valuable to mortals and so she knew she must take this name and savor it for as long as possible before the mortal was vanquished, nothing more than blood beneath her feet. "Thank you. You are the first to speak truths to me without asking for anything in return." It was highly uncommon for mortals to live as such - no ulterior motive. Even Wesley..."And you say that he is seeking out more information. Curious. He failed to mention this to me." Illyria stepped towards Giles as he stood, her hand snaking outwards until it danced in the air surrounding his face. Her head cocked to one side, she regarded the mortal before her carefully. "Great power within you, great darkness you attempt to conceal. Truths that spill from your lips like the ocean tide...you are a most curious human." If she could smile, a ghost of one would have crossed her lips. "I rather think that I shall enjoy speaking with you, Giles..." Illyria's fist closed near his face and her eyes shut tight. "Rupert."

"We all bear secrets, Illyria." He watched her actions with great interest. Great darkness you attempt to conceal... She was reading him, effortlessly, as casually as one reads the headlines of the London Times as they pass the newsstands in their daily lives. "And you were wrong Illyria, there is something I would ask in return." It was a risky gambit, but Wesley wouldn't have brought Illyria here, to be in Willow's presence, if he wasn't thinking three steps ahead. Illyria held immense power, but she also housed an equally powerful need.

Illyria's eyes moved up and down Rupert's form, slowly assessing him as his words echoed within her heart. "...There is something I would ask in return." Her fist moved away from his face and she stood straighter, arms resting at her sides. "But of course, you are like the other vermin after all," she sneered. "Always taking, grabbing with greedy little fingers, trying to snatch that which is not yours!" She let her left hand fall gracelessly upon his shoulder until her fingers began a painful grip. "Perhaps I was mistaken about you. But speak. I will hear your words, mortal."

Rupert took the opportunity and stepped around Illyria. "We share a common foe," he began, using her description for effect. "He is stronger than you believe. This... man" he pointed the word again, for effect "was able to destroy the rest of your kind."

"Yes, you do not speak words that are unfamiliar to me, I know all of this! I felt it, felt their deaths!" she countered, walking in a slow circle towards Giles. "Wesley informed me my foe was a mere human, but that he had some semblance of power. That I must wait to strike against him..." She closed her eyes and recalled the name which she now owned thanks to the mortal before her. "Cain." Her eyes flashed open suddenly as she stopped moving. "Why do you speak of him to me?"

"Because I wish him destroyed as well. And there are others who join me in this." Rupert laid his cards on the table. "Is it not logical to combine our efforts?"

"Others?" Most interesting, she thought. "Wesley failed to mention others," she informed Giles as plans began to formulate. "Yes. I shall require a strong army to stand behind me as I watch this mortal fall to the ground with his life-force draining from his body." A small nod was all that he got from her in terms of motion. "Very well," Illyria agreed.

Wesley failed to mention others. "You know Wesley, Illyria. Your host knew him as well. Why do you think he kept this from you?"

"I..." Illyria's confidence left her for a moment and her eyes strayed towards the door that Wesley had used to both exit her life temporarily and also supply her with a new one with Willow. "I am...uncertain," she admitted quietly, then spun back towards Giles. "I do not like your questions! I do not wish to think of The Shell, or of Wesley, or...or..." Her eyes shut and in one motion her hair spun until it was deep brown again, and the smile had returned to her face as doe-eyes looked upon Giles. "Thanks for stopping by, I'll tell Willow! She'll be sad she missed you, though," came the reply in the Fred-voice. "And thanks so much for the offer. I'm real glad that we can be friends now. Angel and Wes? They talked about you lots before so it feels like I know you already!"

"If you did, Illyria," he responded, using her real name, "you would know I ask many uncomfortable questions." Rupert took a step towards the door, turning back. "You would also know I do not follow, nor do I lead alone. We are going to war against Cain. The invitation to join us, as an equal in the fight, is open to you."

The idea, the notion of equals was not foreign to her, yet it was not something that would be her first choice. However, if the mortal Cain was truly as powerful as both Wesley and Giles had hinted at, then perhaps...Illyria stepped forward and rocked on her feet a bit, nodding enthusiastically as Fred might have done once. "All on the same team, right?"

Rupert allowed a small smile. All on the same team, right? Had he just challenged a god and won? He dare not think on it for fear she change her mind. "All for one," he replied.

"All for one." Fred's smile disappeared as Illyria tried to place that particular phrase. She quickly ran through all of the memories she carried, all the new knowledge she had gained since the Great Battle, and finally the smile returned as she held the door open for Giles. "And one for all!" came the Fred-voice's reply. For yes...apparently even this mortal sees that there is strength in numbers. And he knows of Wesley's location, as well as giving the name of my foe. I should attempt to interrogate him further on a later date... But the only thing that the girl did was wave good-bye to Giles.

Having retrieved his gifts, Rupert slipped through the shop door and took quick steps down the street before stopping and taking a deep breath. And he though aligning with Spike was dangerous...



It shall be most intriguing once Wesley returns...
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