DISCLAIMER: See Part 1

Cordelia stared at the departing form of the dark slayer for a second in numbed shock. She had never meant for Faith to hear about her vision in that way. "Shit," she swore at herself in disgust and rose from the chair. The Seer hurried to the door but was blocked by an irate blonde slayer.

"Way to go, Cordelia. I don't think you could have told her in a more damaging way."

"I wasn't intending to tell her that way. She wasn't supposed to overhear that," Cordelia retorted.

"How were you going to tell her then? Send her a singing telegram?" Buffy's eyes shone angrily.

"Get out of my way Buffy. I need to explain things to her." Cordelia ignored the sarcasm from the shorter girl and tried to push past Buffy but the blonde stood solidly in her way.

"Give her some space. You've done enough damage for the day." Buffy was furious with the taller girl for revealing the reason behind her stand-offish behaviour in such a mindless way.

"Cut the crap Miss Holier-than-thou," Cordelia spat back. "Since when did you get off being my conscience? You need to sort out your own first."

"What the hell is that supposed to mean?" Buffy's voice rose incredulously.

"Well I'm hard pushed to name anyone who's been *less* supportive than you. What was it now," Cordelia drummed her long, tapered fingers on her chin in a parody of thinking. " 'If you tell me you're sorry I'll beat you to death'? And then not a single moment of contact since. Sounds like the perfect example of true friendship and trust to me."

"She threatened my mother, and my friends. You can't blame me for being upset with her." The blonde slayer lowered her voice to an aggressive growl.

"But I *can* blame you for being totally selfish and insensitive and for holding her crimes against her for four years. And I *can* blame you for not giving her a chance to prove that she's changed during the time she's been back." Cordelia had gone past caring how her words would affect the other girl.

The blonde slayer felt the barb sink home but chose to ignore it and switched tacks. "I'm not the one running after her at the moment. How do you think she'll react when you run up to her all angry? She'll just think you're venting at her," Buffy shot back, still barring the ex-cheerleader's exit.

"Listen very closely Buffy," Cordelia snarled, her self-anger finding a very convenient outlet suddenly. "If you don't let me pass, then slayer or no slayer, I'm going to kick your ass into Nebraska. I will not abandon Faith to her own insecurities the way you did."

Buffy was unimpressed and snorted derisively. "More like you want to explain your behaviour away. Got your excuses ready? Do you *know* how much damage you've done?"

"About four years less damage than you. At least I had the courage to move on and see Faith for who she is now. You and your cronies have just spent the last two days reminding Faith of how she used to be and how you'll always perceive her to be. I won't let Faith think that I don't trust her. And she will think that if you don't get out of my way." Cordelia raised her height as much as she could and stared intently at the slayer. Buffy leaned back slightly, shocked at the venom lacing Cordelia's words. The logic behind them registered with the blonde girl and she lowered her arm slowly and stood to one side.

Cordelia sighed deeply. "Thank you," she remarked sarcastically and moved to leave the Magic Box.

"Cordelia, you lied to us," Willow spoke up from where she now stood by the table. "You said that Faith didn't betray us."

The brunette girl span round to face her accuser. "She doesn't betray you."

"Sounds pretty much like a change of sides to me," Willow challenged, crossing her arms. Her eyes were getting ominously dark.

"In my vision, she attacked me. No one else. Just me." Cordelia's voice rose slightly as she justified her earlier defence of the rogue slayer.

"Still a betrayal," Willow pointed out acidly.

Cordelia rolled her eyes in frustration. "I didn't tell you because I knew that you'd all jump to conclusions pretty much like you just have done."

"Not really a big leap to take though is it?" Xander countered. "There isn't much to get confused over."

"Look," Cordelia could feel her anger rising again. "I haven't got time to discuss all this with you. I'm going to find Faith and sort out the mess I've just created and then *we* are going to come back in here and make plans for destroying the artefacts." She stared balefully at the shop's occupants, daring them to object to her proposal. When she was met with an astonished silence, she stepped past Buffy and left the shop quickly.

As soon as she was outside, Cordelia scanned the horizon to get a clue as to the direction Faith had set off in. When she could see no sign of her, she pulled her vision in to scour the local area and her eyebrows shot up in surprise to see the rogue slayer sat on a park bench just a few hundred yards from the shop. Taking a calming breath, Cordelia strode purposefully towards the girl.

Faith gave no indication that she heard the Seer's approach and continued to stare into some faraway spot in the distance.

Cordelia looked at the girl carefully, trying to decide whether to sit down or not. "Faith?" she prompted softly. Getting no response from the younger girl, Cordelia sat down next to Faith and looked out at the vista in front of her, wondering what it was that had caught Faith's attention. The sun had set some time ago and everything was a shadowy grey. Seeing nothing remarkable, Cordelia steadied herself and began again. "Faith?"

"What's up Cordy?" Faith remained stock-still and her voice was neutral.

"I'm sorry you heard about my vision that way. I wanted to tell you but I needed to sort my head out about it first. I spoke with Angel and he reminded me that my visions could be interpreted in a number of ways. Then, Willow and Tara were badgering me about what I'd seen and it all just slipped out." The tall brunette paused for breath and took a long glance at Faith as she wondered when it was that she had started channelling Willow. The Bostonian remained silent and motionless, without a flicker of emotion across her face. Cordelia swallowed convulsively, feeling her throat constrict with anxiety. "I'm so sorry Faith. Please believe me. I'd never think that you could stab me."

Faith looked at Cordelia so suddenly that it made the ex-cheerleader jump back involuntarily. "Really? That wasn't the impression I got."

"Faith…"

"Don't say anything more Cordy. I trusted you with my feelings. I allowed myself to believe that maybe someone actually felt something for me." Faith switched her gaze away from the older girl as she felt an unwelcome pinpricking behind her eyes that were a prelude to tears and she was determined not to cry in front of the other girl. "Every time I trust someone, I get screwed over. Shit, I ought to have learnt by now." Faith shook her head as she mulled over the situation again.

"You *can* trust me," Cordelia protested, hearing her voice crack and feeling hot tears burn down her cheeks.

Faith snorted derisively. "Really? From the sound of your vision, I can't even trust myself."

"There has to be an explanation," Cordelia reasoned.

Faith looked back at the Seer incredulously. "Of course there's an explanation. I go bad again and end up gutting you. Sounds pretty simple to me."

Cordelia closed her eyes at the reminder of the vision. "Do you want to go bad again?" she asked softly.

"Doesn't look like I have much choice does it?"

"Do you *want* to go bad again?" Cordelia raised her voice as she repeated the question.

"Of course I don't want to go bad. You, of all people, shouldn't have to ask that of me."

Cordelia smiled wanly. "I'm not asking it for my benefit. I'm asking it for yours. Listen to yourself Faith. You don't want to go bad. I know that you mean that. Perhaps what happens is something you have no control over."

"What's that supposed to mean?"

The tall ex-prom queen was relieved to have found a way to get her point across. "Think it through. Perhaps Varos is powerful enough to hypnotise you or subject you to his will. Your actions could be influenced by something you can do nothing about."

Faith looked at Cordelia carefully. "You don't get it do you?" The rogue slayer saw confusion wash over the taller girl's visage and smiled humourlessly. "It doesn't matter how or why it happens. What matters, no sorry, what mattered a while ago, was that you thought that it could happen at all. I would have put my life on the line for you Cordelia and there's no way in Hell that I would ever harm you. But you seem to think I can.."

"Faith, I only thought that because I saw it in my vision," Cordelia interrupted, desperate for Faith to believe her.

"Bullshit Cor. It was only when Angel suggested a reason behind it that you actually started doubting."

Faith flicked her hair over her shoulder and shot her trademark grin at the Seer. "And that's the bit that really hurts. Or it would if I cared anymore."

Cordelia gasped. Seeing the rogue slayer's reaction reminded her acutely of when the girl had sided with the Mayor. Cordelia could practically see the walls being raised. Willing herself not to believe that the dark slayer had reverted back so far, the Seer pursued the topic. "Faith, that vision zoned me out. I wasn't thinking straight for a long time."

"Yeah, whatever. Like I said, it doesn't matter anymore."

"What? Why the hell not?"

"Because as soon as we've wiped this bastard demon out, I'm cutting loose. I'm gonna get out of your hair. It was a mistake for me to hang around this long anyway." Faith couldn't bring herself to look at the woman she thought she loved.

"You're running?" Cordelia couldn't help the accusatory tone lacing her words.

"Wouldn't say that exactly. There isn't much to run from except a lot of hate and mistrust. I can pretty much manage all that by myself." Faith narrowed her eyes at the ex-cheerleader, waiting for the comeback.

The taller girl closed her eyes for a brief second. "I don't want you to leave Faith," she whispered, not knowing what else to say to get through to the younger woman.

Faith grinned at Cordelia as she stood up. "It's not your decision Twinkie." She turned and started walking back towards the Magic Box. "Come on," she called over her shoulder. "The quicker we get this over with, the sooner I can ditch this shit hole."

Cordelia clenched her fists and concentrated on the pain she generated in the palm of her hands in an effort to prevent the tears from falling. One stupid sentence had destroyed the bond between them. Faith had withdrawn into her own protective shell once more and the Seer knew that it was going to take a massive effort to break through in order to mend the damage she had caused. So she decided to go on the offensive. "Chicken," she muttered as she stood up.

Faith stopped mid-stride and turned round slowly. "What did you call me?"

"You heard. You're taking the easy option again. And I never thought you would."

"You don't know jack!" Faith spat back, stepping back towards the Seer.

"I know that you've spent the last two days running round wanting people to believe that you've changed. I know that it's hurt you deeply that Buffy, Willow and Xander have been treating you appallingly. And I know that you're treating me the same way by not allowing me a chance to make things right."

Faith gasped as the words sunk in.

Cordelia took a tentative closer to the slayer. "I also know that you do care. Because otherwise you wouldn't be standing here right now," she whispered.

The Bostonian's mind was reeling. When Cordelia revealed her vision in the Magic Box, it had underlined to Faith that she hadn't really changed. All her efforts whilst in prison and since had been for nothing. It horrified her that she could revert so totally as to harm Cordelia, the first person since her Watcher who had genuinely cared for her. She had stormed out of the shop in an effort to distance herself from everyone else but could go no further than a nearby bench where she had sat down and tried to imagine stabbing Cordelia. The bizarre thing was that no matter how hard she tried, the dark slayer just couldn't see it in her mind's eye. But if Cordelia had seen it happen, then it would. Faith was going to go back to her old ways of deceit and murder. Coming to that conclusion, the brunette had erected her old walls and assumed her old persona so that by the time the Seer had found her, Faith had already decided to take it out on her.

Now, somehow, Cordelia had managed to find a way through. Her words echoed in Faith's mind and allowed her the one thing she thought she had just lost forever. Cordelia had once again given her hope. Hope that the changes she had started in prison weren't superficial. Hope that she wasn't irrevocably evil. And hope that she could learn to let someone in enough to care about them deeply. She wasn't quite back at square one anymore. But it was still a long and rocky road. The Southie mentally smiled at the expression, recalling the first of Angel's many visits to see her at the prison.

She looked at Cordelia and studied her features for a moment, only realising that she had been staring when she noticed the taller girl begin to fidget under her scrutiny. "You've got your chance C. But we haven't got time to do this now. Let's get the fight out of the way first."

Cordelia let out the breath she hadn't realised she'd been holding and before either of them knew what she was doing, stepped forward and pulled Faith into a hug. "Thank you," she murmured into the younger girl's hair. She smiled as she felt Faith's arms snake tentatively round her and return the pressure briefly. The Seer stood back from the embrace, missing the feel of the renegade slayer immediately. "Come on then. Let's not keep him waiting."

Faith nodded and turned back towards the Magic Box feeling better, but she still had a deep-rooted sense of foreboding over what was about to happen. She had no idea how she was going to prevent herself from attacking Cordelia but she was going to have to come up with some sort of plan in the event that she did.

Cordelia hurried after the brunette slayer also feeling hopeful. Somehow, she had managed to break through Faith's defences. What she had to do next was get the slayer to trust her again.

As she stepped through into the shop, Cordelia felt a strange sense of déjà vu. The scoobs had wasted no time and were already interrogating Faith.

"I don't know what Cordy saw. You probably know more than me," Faith told Willow tiredly.

"I doubt that. You've probably already signed a pact with the demon and have a plan to deliver the artefacts straight to him." Willow spat back, feeling perfectly justified in her behaviour toward the rogue slayer since her return to Sunnydale now that her true nature had been revealed once again.

"I haven't done anything. I'm here to fight the demon. I have no idea why Cordelia saw what she saw but I have no intention of betraying anyone."

"Yeah, but if you kill Cordelia during the spell recitation and break it Varos will rise," Xander leapt in, relishing the opportunity to put the boot in..

"Then you'll just have to make sure that I don't kill her." Faith's voice was barely audible but everyone fell silent as her words sunk in.

"I didn't see her 'kill' me," Cordelia protested.

Willow snorted derisively. "Didn't your vision go as far as the Emergency Room then?"

"Willow!" Tara chided. "We have to look at this all carefully. There has to be a reason why Faith does whatever it is she does."

Xander snorted. "Well that's fairly self-evident..."

"Xander," Buffy and Cordelia warned him with icy coldness. The construction worker took the hint and halted his sentence.

Faith stared at Xander for a moment and then looked at Cordelia as she continued. "None of you have any reason to believe what I'm about to say. You can only accept my word, and I know my word means nothing to you all."

"Glad to know that you've managed to pick up something while you've been here."

Tara looked at her lover with a shocked expression. Every time she thought that Willow might start to see reason with Faith, something happened to veer her right off course again.

The rogue slayer ignored all the reactions surrounding her as she continued, at last coming up with a contingency to combat Cordelia's vision. "I swear I will not betray you willingly and I'm asking you, Angel to kill me if I do." The slayer switched her focus to the reticent vampire that looked stunned at the request. Faith's dark eyes pleaded with him for understanding.

"Faith, I'm not sure I could," he hedged quietly.

"I could," Willow volunteered coldly, her arms crossed defiantly over her chest.

"You'll be too busy with the incantation otherwise I would have asked you," Faith told her, and was grimly satisfied to notice a look of surprise ghost across the redhead's features.

"Then I'll do it," Gunn offered, having stepped out from the back of the Magic Box. "If that's what you want Faith."

The two looked at each other and nodded in silent understanding.

"Wait a minute," Cordelia interjected, aghast at what had just transpired. "There must be another way."

"Not for me Cordelia. I couldn't live with myself if I hurt you so I'd rather be killed if I attempted it. Both your visions have had me there at the final battle so there's no point planning on me being put somewhere else. All we can do is ensure that I don't hurt you." Faith kept her voice toneless and showed not a flicker of emotion towards the taller girl that was totally at odds with the words she had spoken.

"There must be something else we can do," the Seer insisted.

"Sounds perfectly reasonable to me," Willow countered.

"And me," Xander agreed.

"Will you two listen to yourselves for one minute." Tara practically shouted at her lover and the construction worker. The shop fell into an amazed silence. Tara looked furiously at Willow and Xander. "Start listening to yourselves," she repeated, her voice slightly more controlled. "How dare you continue to think of Faith as 'evil' or 'psycho' when you have both just advocated her murder."

"Hey, I didn't say murder," Willow protested. Xander nodded rapidly in agreement.

Tara shook her head, refuting their response. "There's no need to go into the semantics of this. You offered to kill her Willow. And you both think that it's okay for someone else to kill her. And you're accusing *her* of being evil?"

"Wait up, Blondie," Faith interjected softly. "They were just popping off shots at me. It's nothing I don't deserve."

Tara turned quickly to look at the brunette slayer. "You most certainly don't deserve it, Faith. Your actions while you have been in Sunnydale have been exemplary, without exception..."

"Wait a minute, what about Cordelia's vision?" Xander jumped in hurriedly.

"She hasn't done what Cordelia saw," Tara pointed out logically.

"Yet," added Willow.

"She might not do it at all. Cordelia has said that her visions can be open to interpretation, but at the moment, you're missing the point," the blonde witch continued, a tone of exasperation creeping into her voice.

"The point being is that we have been judging Faith for what she did in the past and not for what she's done now," Buffy stated. Tara nodded in agreement. The older slayer took a step towards her oldest friends. "We can't keep doing that. If you want to be wary, that's not a problem. No one's asking you to be friends with her. But start treating as you find. Or how can we expect her to treat *us* any differently?"

There was an awkward silence in the Magic Box for a few seconds. "Finally, someone sees sense," Angel muttered as he stepped forward. He hugged Buffy briefly. "Thank you," he murmured into her hair. They stood back from each other and Buffy smiled.

"It took long enough," she commented, berating herself mildly.

Angel nodded and then turned to face Faith. "You understand about the killing thing, right?" He whispered softly.

Faith nodded. "Yeah, Soul boy. I understand. Don't hate me for asking though."

Angel shook his head and pulled the girl into a brief hug.

"Have we all finished arguing now?" Giles spoke up from the counter. Getting general agreement all round he continued. "I think the best course of action is to get this all over and done with as soon as possible. The weapons cupboard is open. Everyone make sure that you're well equipped. Willow, Tara and Cordelia," he looked at each girl in turn. "Come and collect an artefact. You'll be holding it for the duration of the incantation. They have to be cast into the dying embers on completion of the recitation in order to destroy them. Anya, pick up the cauldron and ingredients." The tall English watcher waited for the ex-vengeance demon to protest and was surprised to see her hurry over and begin doing as he asked.

Cordelia, Willow and Tara approached the counter slowly and stared at the artefacts. Without even looking at each other, they reached for a statuette each, and were surprised when they all selected a different piece.

Wesley grinned at their choices. "Remarkable," he uttered softly.

"What?" Demanded Cordelia, feeling suddenly exposed and wondering over the significance of her choice.

"Each artefact has it's own strengths and merits. It would appear that you have all gone for the one closest to your own persona."

"What do you mean?" Tara was fascinated.

Wesley's smile broadened warmly. "Tara, you selected the gold artefact. Gold is pure and treasured universally. It is a symbol of wealth, not in the fiscal sense, but in the meaning of trust, love and stability." The rest of the shop all secretly agreed that Tara couldn't have been a better choice for the gold artefact and the blonde girl blushed furiously at the description.

Wesley turned to Willow. "Jade is mysterious and has hidden depths. It is rare and multicoloured, even in it's purest form. It has many facets and is a powerful and strong emblem that holds great mystical strength." Willow realised that Wesley was referring to both her light and dark magic skills and was honest enough to admit to herself that he was quite accurate in his summation.

"Cordelia, the Yew is a tree that has deep and solid roots. More of it lives underneath the surface than anyone ever realises. It protects silently and thanklessly, and it stands tall and proud, a distinctive and beautiful tree."

The Seer stared at the ex-watcher as if he'd gone completely mad for a moment. Then the sentiment of his statement sunk in and she nodded at the dark-haired man. "You added that bit about beauty and distinctiveness yourself," she accused, smiling.

"And who could blame me?" Wesley smiled back. "But we have work to do so let's get focused."

"Where are we going to perform this rite then?" Buffy asked, hefting a double-sided axe over her shoulder.

"Well, as Cordelia mentioned a cemetery, I'm guessing in one of them," Giles answered vaguely.

"Which one?" Buffy pursued.

"It's probably a good idea to use one that's a bit more out of the way on the outskirts of town," Angel suggested.

"I agree. There are already too many people mixed up in this. There's no need for anyone else to get involved," Faith added.

"Everyone ready?" Buffy glanced round the shop and got a sea of nods in response. "Let's do it then."

The group inspected the graveyard carefully for vamps and any other unwanted nasties before they selected an open area towards the centre of the cemetery and set the cauldron down.

Cordelia looked nervously towards Faith who was limbering up with a large broad sword.

The rogue slayer turned round and met Cordelia's gaze. She finished her sword swing and lowered the blade before moving over to where the Seer stood near the cauldron. "You okay?" She asked softly.

"Not really," the ex-cheerleader answered honestly. "I will be once this is over with and I've sorted things out with you."

Faith shook her head slightly. "Don't get caught up in all that. Just concentrate on the incantation. Worry about that when the time comes." In the back of her mind, Faith had already decided that the time would never come. For some reason lost on her, she would attack Cordelia and Gunn would kill her. All Faith hoped was that he was fast enough to prevent her doing any damage and Cordelia would be safe. Having to deal with what had transpired between the Seer and herself was unlikely ever to happen.

Cordelia smiled wanly. "All right. But I won't forget that you agreed to talk everything through."

Faith stepped away and joined Angel and Buffy, standing on a grassy verge nearby.

The tall Seer watched the girl leave and then turned to the two witches.

"Ready?" Willow asked, taking the lead in the incantation as she was by far the most powerful witch. Both Tara and Cordelia nodded and Willow looked over to where Giles was standing. She raised her hand to acknowledge that they were about to start and then all three girls moved to surround the cauldron. Gunn, Wes and Xander were in position on the other side of the witches and Cordelia. Xander looked round nervously, amazed at how relaxed both Gunn and Wes appeared to be. "How can you just stand there like that?"

"Getting all twitchy just wastes energy," Gunn told him. "It took me ages to train Wes, but he's come round to my way of thinking too now."

Wes turned sharply towards the black man. "Actually, I've gone past the nervous fidgety stage," he confided. "I'm now at the petrified, motionless stage." His words did nothing to ease Xander's anxiety.

Anya stepped forward and caught Willow's attention. At the redhead's signal, she threw the ingredients into the already hot cauldron and withdrew quickly as they began to smoulder and burn.

Willow looked at Tara and Cordelia and then began the incantation. Immediately, Cordelia could feel a surge through her body and assumed that Willow and Tara were sharing their magical abilities with her. She was momentarily put off, but continued confidently when she saw a reassuring look from the blonde witch.

All three women continued the recitation, raising their voices instinctively as they continued. Around them, the wind was starting to build up and the temperature dropped.

"Why is it that whenever a spell is performed, there are loads of special effects?" Faith wondered.

Buffy shrugged. "Probably nature protesting," she suggested philosophically, causing Angel to look at her in surprise. "What? I'm not all shopping malls and stakes you know."

Suddenly, their faces were lit up by a massive streak of lightning, tearing the sky apart. All three of them looked at the girls surrounding the cauldron but could now barely hear their voices. The wind was howling round them, and with it, icy droplets of rain were stinging onto exposed areas of skin.

"Not exactly California weather," Xander yelled as he pulled his thin jacket round him more tightly.

"I just hope the flame doesn't go out," Anya shouted, having joined them after completing her part in the incantation.

"It won't," reassured Wesley confidently. "It's a magical flame."

Lightning continued to illuminate the group but the witches and Cordelia barely noticed it's existence. Cordelia had felt the pull of magic from Tara and Willow but as the recitation went on, she began to experience the power of the magic she was invoking course through her body. It was intoxicating in its power and the Seer began to channel that power into the words she recited. She noticed the look of surprise that ghosted across Willow's and Tara's faces and realised that she was performing magic in her own right now. Now more determined than ever to get the recitation performed correctly, the ex-cheerleader focused her thoughts as she reeled out the incantation.

The static electricity build up was rising exponentially now, and Giles realised that they were nearing the part of the spell that actually invoked Varos. He hoped that he had interpreted the text books correctly. Varos would rise but exist only for as long as it took for the incantation to be completed. A minute or two at most. However, the ex-watcher fretted over how much damage the powerful demon mage would inflict in that short time and knew that he would focus on the witches in order to prevent the rest of the recitation taking place. He looked round at the others and then yelled at them. "Ready yourselves. As soon as he's here, you must distract him and stop him from harming Willow and the others." Despite the howling wind, the others heard him and nodded grimly.

There was a massive bolt of blue lightning towards the north of the cemetery, followed by a loud keening wail. Everyone, bar the witches and Cordelia, turned to see the originator of the sound and looked up to see that Varos had indeed risen.

He stood at least nine feet tall, broad and well muscled, with a blue tinge colouring his smooth skin. Long dark hair was pulled into a rough ponytail and his eyes burnt an evil yellow. In his right hand he held a great scimitar and was already sweeping it round him. In his left hand, he held a long wooden staff.

Without waiting for him to move, Buffy charged towards him. Her movement jolted everyone else into action and she was quickly followed by Faith and Angel.

Varos noticed the three humans closing the distance between them and pointed his staff towards them. Suddenly a piercing wand of blue energy crackled through the staff and shot towards his attackers.

The ground exploded around Buffy, Faith and Angel and they found themselves tossed onto the floor. Instantly they were back on their feet and suddenly were within striking distance of the demon. Readying their weapons, the slayers and vampire set upon him, realising even as the first blows struck that their efforts were hardly affecting him.

Xander, Gunn and the two watchers stepped forward and were about to attack Varos, when they were surrounded by demons themselves. Suddenly, two minutes was going to seem like infinity as they hacked away at Varos' soldiers, determined to keep them from Cordelia, Willow and Tara.

Cordelia was dimly aware of the tumult going on around them. She tried not to think about how the others, and especially Faith, were doing. They were in the last stretch of the incantation now. Another minute and Varos would be forever vanquished, along with the artefacts.

Suddenly, she spotted movement headed directly towards her. Almost in slow motion, she turned, automatically continuing the recitation in spite of what she was seeing. Faith was sprinting towards her, a long silver sword primed in her hand. Cordelia almost laughed as she saw her own expression reflected on the mirror sunglasses the rogue slayer was wearing. She never realised that she could look so totally horrified and yet still manage to continue the incantation. And she knew with a cold certainty that the blade would enter her before she managed to complete the recitation.

Buffy found herself flying through the air and realised that she had lost count of how many times that had happened since she had engaged Varos in the fight. She could feel her muscles and bones protest at the rough landing, and they objected once again as she picked herself up and ran back towards the demon. Nothing she had done appeared to have harmed him at all. She felt like she had been put through a mincemeat grinder. There wasn't a single part of her that didn't feel crushed or bruised. Varos looked as fresh as when he had first risen.

As she launched herself at the blue skinned enemy once again, she saw Angel fly to one side and land in a crumpled heap. If she had the time, she would have winced for him but she was too busy trying to avoid the energy bolts Varos had decided to aim at her.

The last time Buffy had seen Faith; the brunette slayer had dived out of the way from one of Varos' energy bolts. She hadn't been quite fast enough and caught a glancing blow to the side of her head. As the younger slayer got to her feet, she had staggered drunkenly before looking back to where the witches and Cordelia were stationed.

Buffy saw her suddenly start to sprint towards the chanting girls and her stomach lurched. Perhaps Cordelia's vision was going to come true. However, before the blonde girl had an opportunity to try and stop Faith, she found herself fighting for her life against Varos' massive scimitar. Within seconds, she had forgotten about Faith's departure, parrying blows from Varos with her own sword and hoping that it and she could hold out under the barrage. Fortunately, Angel distracted Varos just enough to give the blonde slayer a few seconds breathing space and between them, the vampire and his ex-lover alternated attacks, prolonging the defence of the witches for as long as possible.

Xander was sweating. The demons he was fending off were some of the toughest fighters he'd ever faced. He chanced a quick look to where Buffy and Angel were fighting and realised that he would get no help from the slayer or vampire. Gunn and Wesley had stood side-by-side, defending each other's blind spot as well as attacking the demons methodically and clinically. Xander had been surprised at the change in Wesley. The nervous, stuttering ex-watcher had all but disappeared and in his place was a focused and skilled fighter.

However, with the two colleagues from Los Angeles looking out for each other, Xander was left with no one to guard him and he was beginning to struggle under the onslaught. The dark-haired construction worker could feel himself back up and lose ground to the demons, closing the gap between them and the cauldron where Willow and the others continued to chant. What was worse was that the demons could sense that he was the weak link in the defence and were beginning to concentrate their attack on him and began to ignore Wesley and Gunn, despite their aggressive attacks.

Something to one side caught his attention and he glanced round to see Anya making her way towards him, a short sword in hand and a look of grim determination on her face. "It won't take much longer. Just keep hitting them," she advised, swinging wildly at an unsuspecting demon and managing to sever a vital part of its blood supply in its head. The demon spun off to the side, hissing in pain as it began to melt, its fate already decided.

Xander swallowed and then grit his teeth. Fighting for his own cowardly hide was bad enough, but there was no way he would let Anya get hurt. Following up the ex-vengeance demon's initial attack, he incapacitated the demon behind the dying one and then turned to take on the next foe, glad that he had his girlfriend to back him up.

Gunn saw Faith sprint towards Cordelia and the two witches. His stomach lurched as he realised that he might have to come good on his promise to kill the Bostonian should she attack Cordelia. The young man wouldn't renege on the deal though. He respected Faith far too much for that to happen. Unfortunately, Varos' minions currently hemmed him in and he wasn't sure if he could get past them and up to Cordelia in time to save her. He looked round anxiously for a weak spot in the hoard and then yelled at his fighting partner. "Wes, we have to get to Cordelia. Looks like her vision was true. Let's drive a wedge through these bastards."

The young watcher looked towards the witches and saw Faith running towards them. And then he noticed something else that made him pause for a moment. "Oh my God," he whispered softly, before hacking at the demons with a determined ferocity.

Cordelia felt like she had been punched in the stomach. She frowned and looked down, and realised that it was the blade that had caused the pain. She was surprised. She had always thought that being stabbed would feel different. More like, well more like a stabbing pain. But this felt solid and bruising. Fascinated, she continued to stare at the blade as it moved further into her abdomen and surprised herself by continuing the incantation she had memorised so thoroughly, though she could hear her voice starting to waver as the pain started to overwhelm her.

Suddenly, the blade disappeared and with it, for a moment at least, the bruising pain. Realising what had occurred, the Seer looked up to see who had tackled her attacker, all the while continuing to chant the words she had learnt.

There was a tangled mass of limbs on the floor, each fighter struggling for supremacy. It was only when they separated and broke free of each other's grasp that they could be recognised. It was then that Cordelia faltered in her recitation. The person who had stopped Faith was Faith?

Faith rolled to her feet and put every ounce of strength she possessed into a vicious right hook knocking the sunglasses off her doppelganger. She stared for a moment at the cold grey eyes peering so incongruously from her mirror image and then grinned. "It's payback time, bitch."

The shape-shifter snarled angrily and then launched herself at Faith. Once again, the two combatants ended up rolling on the ground exchanging punches and blows from elbows, knees and feet as they grappled.

Cordelia stood dumbfounded, watching the fight anxiously. Suddenly she heard Giles yell at her and the tall brunette turned to face him, frowning in confusion.

"Complete the recitation NOW!" Giles shouted, ducking to avoid another blow from one of Varos' soldiers before pointing towards Buffy and Angel.

Cordelia looked where Varos stood and saw the blonde slayer and Angel desperately try to fend the huge blue demon off. It was obvious that they were not going to hold him back for long and that their only chance was for the incantation to be completed.

The Seer spun round and looked at the cauldron worriedly. The ingredients were beginning to die down and she caught the look from the two witches who had hesitated to continue when Cordelia had halted.

Nodding that she was ready to continue, the three girls began again, speaking rapidly in an effort to finish the incantation.

The wind continued to build up around the fighters, lashing the rain over them in painful waves. Faith ducked yet another blow from the shape-shifter and swept its legs away quickly. As her double landed on the floor, the Southie landed a crunching elbow into its face, grinning in satisfaction as she felt bone break under the strength of the blow.

Instantly, she was thrown off and her eyes widened as the demon morphed into a slightly smaller version of Varos himself. The shape- shifter sprang to its feet and then made use of its increased reach, landing a blow square onto Faith's right temple and sending her spinning towards the witches.

She looked up at the three women and noticed Cordelia hesitate a second time, obviously worried at Faith's dazed state.

The Bostonian shook her head in an effort to clear it and then looked directly at Cordelia. "Finish the fucking spell, C." She ordered, lashing out instinctively with a back kick that caught the demon high in the chest, sending it back gasping for breath. The younger slayer shrugged in confusion. "Damn, I always thought demons didn't need to breathe," she commented conversationally before hefting a steel-toe capped boot into its chest again.

The beast grunted but managed to catch Faith's foot as it rolled back, sending the brunette slayer back onto the floor where once again they rolled in a tangled mess, each fighter trying to land a significant blow to the other.

Willow could feel the power start to resonate through her body as the spell neared its completion. She looked at Cordelia and Tara as they continued to chant, all three of them unconsciously speeding up the recitation as they saw the fighting that continued around them. The red-haired witch saw Buffy and Angel attack Varos together, and then saw them both get swatted away. It wouldn't be long before he defeated the two of them and came after the witches. She could also see Faith and the shape-shifter exchanging blows.

Suddenly, Willow realised that she had a way of getting rid of Faith forever and at the same time make it appear to be a tragic side- effect of the spell.

Willow began to channel the excess energy created by the incantation through her body. It took all of her strength to hold onto the power and the wiccan began to sweat with the effort. The residual effects of the recitation were incredibly strong and Willow felt herself draw on dark powers in order to keep hold of it.

Cordelia was beginning to feel faint as she clutched her stomach with one hand and the wooden artefact with the other. The Seer shifted her grip slightly and fresh pain washed through her. Somehow, the incantation was keeping her conscious and alert. She could feel her hand become sticky with her own blood and wondered how quickly the protection from the recitation would wear off and how soon she could be taken to hospital. More importantly, she wanted to speak with Faith. How she had ever assumed that anyone wearing the sad fashion statement that were mirrored sunglasses could possibly be Faith was beyond her, but it wasn't until she'd seen them both together that the ex-cheerleader had realised her error.

The Seer looked up at the two witches and nodded as they completed the incantation. As one, they threw the artefacts into the cauldron, finding themselves blown back from the cauldron by a powerful blast of energy that originated from the centre of the cauldron and rippled out concentrically, washing through the cemetery in an orange-hued wave.

Buffy felt the energy wave pass through her and saw its visible form light everyone around in a weird orange tone as it rippled through the graveyard, turning Varos into a sickly green colour for the time it illuminated him.

She noticed him hesitate for an instant, a look of confusion on his face and took advantage of his state, directing another swing at Varos only for it to go straight through him. Having nothing solid to stop the blow, the blonde slayer found herself spinning through the swing and overbalancing, landing in a heap on the ground.

She looked up incredulously at the huge demon and stared as he writhed in agony, a rictus of pain etched on his features. His mouth was stretched open as he screamed silently, and then he was gone, disintegrating almost instantaneously yet anti-climatically with no lightning bolts or energy waves dissipating through him.

Buffy continued to stare at where Varos had once been standing until she caught movement with her peripheral vision. Glancing round, she saw Angel, his face battered and bleeding, with his arm outstretched to give her a helping hand to her feet. Gratefully accepting, the blonde struggled to get upright and brushed herself down. "I think I can say that was the longest two minutes of my life," she commented dryly.

"I agree, and I have over two hundred years to pick from," Angel grinned back.

"Could do with some help guys," Xander yelled from where he stood, swiping at demons wildly as he tried to protect both himself and Anya from the marauders.

Immediately, Buffy and Angel switched back into fighting mode and raced over to fight Varos' minions.

However, with the loss of their leader, the demons began to retreat quickly, realising that they had been defeated.

Tara sat up slowly, trying to get some sort of control over her head that felt like it was spinning wildly. The incantation had completely exhausted her, and she had never felt that sort of power they had channelled before. Immediately, she looked at Willow and noticed that she was in pretty much the same sort of shape as herself. The blonde witch's thoughts then turned to Cordelia. Not only had the Seer never experienced any sort of magic power before, Tara had seen the girl stabbed by a carbon-copy of Faith and she was extremely concerned about her.

Cordelia lay on her side, clutching at her abdomen in an effort to staunch the flow of blood escaping. The wound was now very painful, and the slightest movement felt like she was tearing her stomach open, but instinctively, Cordelia knew that the wound was not deeply penetrating and not nearly as serious as the impalement she had endured a few years ago. She would survive as long as she could get to hospital quickly.

Despite the pain she was in though, Cordelia had only one topic on her mind. And that was Faith's safety. She manoeuvred herself carefully so that she could see the brunette slayer and watched as the Southie continued to battle against the shape-shifter.

Faith chanced a quick look back to where Cordelia and the two wiccans had been chanting. At first, her heart lurched when she saw all three girls sprawled on the ground. Then, as she saw each one move slightly, the Bostonian relaxed slightly, surmising that they were only suffering the side-effects of the spell and switched her concentration back to the shape-shifter. The demon was just as tough to deal with as last time, but Faith was determined to exact her revenge on the thing for nearly gutting her and leaving her for dead.

Warily the rogue slayer circled the demon again, trying to find a weak enough opening for her to exploit and perhaps finish the thing off for good.

Suddenly, the shape-shifter morphed again, turning into a bipedal, yeti type monster with vicious sword appendages. Once again, the eyes remained exactly the same, as did the voice that began to taunt Faith. "What's up slayer? Lost your nerve?"

"Against you, Twinkie? I don't think so. I just haven't decided how I'm going to end your miserable existence yet."

The shape-shifter snorted. "You'll never get close enough to harm me," she goaded, the silky tone once again sounding incongruous coming from the monster's body. She waved her arms in front of Faith and the brunette's eyes shot open as they turned into long sharp swords. "Recognise these?" The shape-shifter asked maliciously before swiping at Faith with them.

The second slayer dodged the attack easily and ducked underneath the demon's arms before stepping forward. Quickly she grabbed the demon's shoulders and then used them as leverage as she head-butted the shape- shifter solidly, grinning as she felt the already damaged face crack even more.

The demon yelped in pain and leapt back, trying to get some distance between itself and the Bostonian. It shortened the weapons dramatically and tried to stab Faith, but once again Faith was too quick for her and she weaved out of the way of the attack. The duel continued at a blistering pace.

Willow managed to get to her feet, despite the fact that her head was swimming and her body felt heavy and lethargic, due both to the effect the recitation had on her and because of how much energy she was holding on to. Swaying slightly, she forced her eyes to focus on her intended target and then searched her mind for the appropriate spell to direct the energy. As she recalled the words slowly, her eyes turned black.

Varos' soldiers became quickly disorganised and panicked at the loss of their leader. Many simply ran away, unwilling to risk destruction at the hands of the blonde slayer and her helpers. Only the ones directly fighting anyone put up much of an effort, and that was principally in order to stay alive.

Buffy quickly dispatched the demon she faced and then assisted Angel in killing a second. As the two ex-lovers turned round to look for their next victim, they noticed the hurried and scattered departure of the marauders. However, Buffy didn't falter in her concentration. She knew that Faith was still fighting the shape-shifter and now that Xander and the others were safe, she needed to help the younger slayer.

Tara could sense the build up of excess energy but for a while, could not work out why it was present or where it was emanating from. She surveyed the area carefully, turning in a full circle as she concentrated on the power source. As soon as she focused on Willow, the blonde witch knew that she had located the originator of the stored power but she was at a loss as to why Willow would want to channel such a vast amount of chaotic power. It was only when the red- head lifted her arm slowly and point that Tara finally understood and she stood transfixed in horror.

Willow could feel herself trembling. She could barely hold on to the power contained within her and knew that she had to release it soon. Concentrating entirely on the incantation, she started to murmur words slowly and almost incoherently. Slowly, she raised her arm and directed the force of power down her arm and through her pointing finger.

As she finished the spell, things seemed to happen in slow-motion. A cerulean blue energy bolt shot from the tip of her finger towards the shape-shifter. It would be unfortunate that the younger slayer would get caught in the cross-fire but the shape-shifter had to be eliminated. At least, that was how Willow justified her action to herself.

Suddenly she was distracted as she heard Tara shout out "NO!"

Her heart lurched as she caught movement to one side. Tara was running straight towards Faith and would get in the way of the energy beam before it hit Faith and the demon.

Thinking with a speed that she didn't think possible, Willow chanted again in a desperate attempt to dissipate the beam before it hit her lover.

She faltered as blue light bathed Tara, Faith and the shape-shifter for an instant and seemingly from some distance away, Willow could hear Cordelia screaming Faith's name in heart-rending anguish.

The blue light turned to a painfully bright white flash before dying away completely. Willow blinked back the burning spots of energy that patterned her vision and then looked round frantically.

Tara and Faith had disappeared.