This story takes place shortly after the season finale of season 5, after the Glory storyline. It is the third in the "Spike & Cerberus" series...

Lydia watched the clouds move past the pale moon from her seat on the tombstone. She was an odd site, a young girl dressed in bright & flowing garments with flowers in her hair, alone in a dark and forbidding graveyard, save the small creature by her side. One would think by the look of her that she thought she were on her way to the ren faire.

"Well lookie here, boys! The heathens have left us a virgin offering!"

The vampire leader sauntered over, chains jangling. His followers might have been carbon copies. The small creature beside her wrinkled its little nose in distaste at their stench. Lydia guessed they hadn't bathed since they'd died. She scooped up the critter and slid down off her seat. She smiled pleasantly, taking a few steps towards them, then stopped.

"What's that, the appetizer?" asked the leader, pointing to the bundle of fur. His cohorts laughed, snorting like the pigs she thought they resembled.

"Why don't you find out?" she asked in return, her voice like silk.

The leader made a motion with his arm, and the party surged forward. And subsequently all fell into the pit she'd covered with leaves. And were dusted on the wooden stakes at the bottom.

Lydia shook her head, laughing softly. She kissed the bunny's head. She began stroking its ears, and it clicked its teeth in appreciation. She sighed. "Now I have to cover the pit again." She looked up at the moon, which was close to setting, and shrugged. "Well, it's late; I doubt he's coming tonight."

She set the bunny down in front of the tombstone she'd been sitting on. It immediately began clawing at the earth, sending vast amounts flying. It was no ordinary bunny. Lydia was no ordinary girl. She sat down on the tombstone to watch.

She was waiting for the bunny's sire, a boy from school. Her kind and vamps had never been on good terms. She was a werewolf.

Her first transformation had happened when she was home alone one night. The boy had come over. She didn't know at the time that he was a vamp, only that she kind of liked him, and here he was at here door. She invited him in. Once up in her room, the boy had revealed his true nature. He was holding her familiar, and suddenly sank his teeth in. The bunny sank his own teeth into the vampire in turn, drinking the boy's blood even as he himself was being drained.

That was when Lydia "wolfed out" for the first time. Unfortunately, the transformation left her disoriented, allowing the boy to escape. She'd been waiting for him very night in the graveyard ever since, waiting for the vamp to show up. She'd had the rabbit dig the pit, then filled it with long wooden stakes, figuring she could lure the vamp into impaling itself.

A small part of her wondered if she hadn't somehow cursed the rabbit when she named it after the title character in her favorite childhood story, Bunnicula, all those years ago when she'd gotten it as a present. Nicky, as she'd taken to calling him, had been turned into a superbunny. She thought he really might be able to leap tall trees in a single bound. He could dig as fast as an earthmover. She imagined nothing escaped the notice of his ears or nose. He could chew threw concrete. He didn't seem to mind his new life at all.

She supposed it really wasn't all that bad, at that. Living forever, healing quickly, being super-strong and virtually unkillable. Rather like she herself was now. She almost wondered if she should be thanking the vamp instead. Bunnicula settled into his borrow just as the sun started to rise. She made her way back home, planning to sleep in on the lazy summer day as she had been, and dream of the vampire's death. Little did she know that he was already dead-- and another vamp had been the one to dust him.

Spike almost managed a smile as he watched Cerberus play in the dirt of a newly dug grave. He thought it must be nice to be a dog, undead or otherwise, with no worries and not much in the way of memory. He didn't think they knew guilt. Unless you counted them cowering as you yelled at them for chewing yet ANOTHER hole in your duster.

Spike, on the other hand, had little BUT his memories. Memories of people he'd killed. Memories of the sissy he was before he died. Memories of the women he'd loved. The Slayers he'd killed. And he had the rest of eternity to remember them, barring a nasty encounter with a sunbeam or a pointy stick.

Of course, he had to make it worse for himself. Had to write poems, which only served to make the remembering easier-- or the forgetting harder.

Right now he remembering one he'd written for Buffy. He'd gotten considerably better at writing since he'd died; dying did wonders for freeing up one's inhibitions. He'd also taken to making them into actual songs. No one knew it, but he was actually quite a good singer, even if he did say so himself. And of course, with his ego as large as it was, he did. Still, the idea of the Scoobies finding out about his talent bothered him for some reason. Being an artist meant baring your soul to your audience. Well, he didn't have a soul, but the principle was the same. It meant showing your weakness and leaving yourself open. For some reason, a tiny part of him still saw the Scoobies as "the enemy", and lived in fear that he might one day be staked. If they saw his poetic side, they might start to see "Big Bad" as getting to be an old softie. Soft things were easier to poke with dull pointy objects than hard ones.

"What did you do to me?
Took away everything that I was.
Without even trying, you did me in,
and why? Because. Just- ...because.
I was an afterthought, a victim of your eyes,
someone whose days were numbered
by living at the edge of your life.

"You just walked away,
left me with the pieces of myself.
Left me to face what I am
in my own personal hell.
Well baby, you don’t get rid of me that easily
because you're always in my mind.
Dreams are real, close your eyes,

seek and ye shall find
Know that, no matter how far you run or hide,
you can’t shake me. Like it or not,
I'm always at your side..."

There was a clapping behind him that caused him to jump to his feet and Cerberus to come running. How could anyone sneak up on him? When he turned towards the source of the sound, he had his answer. It was another demon.

"Very nice!" The demon circled him, sizing him up. Spike did the same, noting how it's mottled green skin, yellow eyes, and horns at the temple should have seemed out of place with the fine Don Johnson pink suit, but oddly didn't.

"Don't go getting ideas, mate. I don't swing that way anym-"

The demon laughed, and waved a hand. "Puhleease! Granted, you are pretty in a human kind of way, but definitely not my type. No, I mean the singing. Well, the look too, but just in a fashion-statement kind of way."

Spike didn't notice that last. Singing? He had been singing that OUT LOUD??

Cerberus sniffed at the demon's leg.

"Nice doggy!" The demon reached down to pet him.

"Don't do that, he'll--" let you bloody pet him, he finished mentally, flabbergasted as the dog happily enjoyed an ear scratching . Some attack dog! Well, he supposed that meant the bloke had to be all right, or else the dog would be making his leg into a nice bedtime snack. Spike relaxed. A little.

The demon straightened and regarded the vamp.

"So, how would you like to perform at my club sometime? A voice like yours, I'd pay at my premium rate, something I don't normally do for people who are new-- you are new, aren't you?"

"New?" Sometimes Spike thought the dog must be psychic; Cerberus cocked his head at the demon as if he too would like to know what he meant.

"Well, I mean I haven't seen you before, and I see a talent like yours rising fast! So I'm guessing you've never performed before?"

"Performed?"

"Well yeah? I mean, why else the singing and the Billy Idol look?"

Spike shrugged, but the demon didn't pay attention. He was going on and on about his club, who performed there, what nights were good for what music, asking Spike if he had a band, but not waiting long enough for Spike to answer. The next thing Spike knew, he was shaking hands with the demon and then the guy was gone. The only proof Spike had that the demon had even been there was the business card in his hand.

"What kind of name is 'The Host'?" he asked Cerberus. The dog barked, and Spike swore the critter knew the answer, if only Spike could understand "dog".

Lydia was happy SOMETHING useful came out of being a werewolf. If she had been a human of 15, there would have been no way they would have let her into a club. But since she was a monster of sorts, and it was a demon club...

She sat down at the bar and asked for a Bloody Mary. At this place, they used REAL blood. Drink in hand, she swiveled in her chair and began scanning the crowd. She had waited three nights now for her vamp-boy, with no sign of him. She came to the club in hopes of finding him hanging out. There WERE vamps here, but she hadn't spotted hers yet.

"GET THE FURBALL OFF MY COUNTER, OR I SERVE HIM TO THE NEXT CUSTOMER!" Snarled the bartender at her.

She apologised and gathered Nicky in her arms. When she swiveled her chair back towards the crowd, she found the people at the next table staring at her. She smiled, blushing. "Sorry," she told them.

"What a cute bunny! Willow, look!" Cried one of them, a pretty blond whose aura spoke of power while her manner spoke of meekness. Lydia guessed she was a witch, like herself. Witches could always tell one another.

The redhead next to her looked where her companion pointed. "Awww! Can I hold him?" If anything, that one seemed even stronger, and more outgoing to boot.

"Um.. Better not, he bites."

"Oh, ok then." Both of the witches turned their attention back to the table.

Her keen ears picked up the words of a young man next to them, who addressed the rest of the table in a whisper. "Uh, I realize this is L.A., but isn't she a bit young to be here?"

"She's also a werewolf, Xander," answered another. Lydia was almost positive this one was a vamp. A third man next to him tensed. The vamp spoke again. "Gunn, remember the rules; no fighting in the club." He seemed to think about his own words for a second. "Cordy, remind me why we're here again?"

A dark-haired girl smacked him upside the back of the head. "ANGEL! Could we be any less supportive?"

"Well, I just don't understand why I have to be here! I mean, it's not like I'm some music connoisseur--"

Gunn snorted. "Got that right!"

"See?" Angel pointed at Gunn. "Listen to him, he knows what he's saying!"

"Angel, don't you want to RELAX? Have some fun!" Another man with glasses gave him a stern look. "That's an ORDER."

She couldn't see his face, but she could feel Angel scowl. "I don't think that's in my contract, Wesley." "Way ta be a party-pooper, Angel!" Willow scolded him.

"One gets the idea you don’t want us around," Xander told him in an "I'm on to you, pal" voice. Angel pouted and began chasing a carrot around his plate with a fork.

"Why are you being such a cry-baby?" Cordy asked the brooding vamp, exasperated. "Leslie was a good singer, and he's a BAD guy!" "WAS a bad--" "WhatEVER. All I'm saying is that you enjoyed THAT, what makes you so sure THIS will be bad? The Host has good taste!"

Gunn shot her a weary look. "I SUPPOSE, for a man who listens to SHOWTUNES..."

Cordy gave him her patented "you're not HELPING" look.

"I like showtunes!" the blonde added helpfully.

"Tara's right! We have a lot of fun singing showtunes, don't we?"

"So anyway, Ang, misery loves company, right bro?" Gunn patted the vamp on the shoulder. "If I have to be here..."

"GUNN!" Cordy snapped through gritted teeth.

He gave her a quizzical look. "Hey, why AM I here? Am I getting paid for this?"

"Paid? Can I get paid for being here?" another girl with darker red hair asked excitedly.

"No, Anya, we're just here to visit friends. You don't get paid to visit." Xander sounded like he wished they did, that it might make it more worth his while to do so.

The lights dimmed, and Wesley shushed them all.

The Host stepped into the spotlight. "I want to thank-you all for coming to my grand-reopening! Tonight, to celebrate the club's facelift, I've brought you a new face! So let's give a warm welcome to William the Bloody!"

The applause died down quickly when a bleach-blond Billy-Idol wanna-be stepped out with a battered old acoustic guitar. A slight murmur began. Spike's keen hearing caught whispers of "Isn't that the vamp that hung out wit' the slayer?" and "Isn't that the vamp that ousted that nest the other day? Imagine! Going after his own kind!"

He was already nervous. "Big Bad" Spike seemed to have been left backstage; William the Bloody was ever a coward. Now he realised the audience might want to kill him beFORE he started singing, making things a hundred times worse than he's imagined. He wasn't sure what had possessed him to try anyway. (Maybe that ugly critter he and the Scooby gang had dusted last week?) There was only one thing that could make the evening even worse. And of course it happened as his eyes scanned the crowd.

First there was the Scoobies, sans Nibblet & Giles. They were as shocked to see him as he was the, maybe moreso. He knew they had taken a road trip to see a concert, but he figured it would be someone BIG, like the REAL Billy Idol, or Nerf Herder. Then he saw that Angel and Cordelia were with them. Again, looking at him as if the most unimaginable thing in the universe had happened. His nightmare was complete.

"SING ALREADY!!!" The audience was getting restless. He didn't think he had ever been so terrified in his afterlife, not even one of the numerous times the Slayer--

The Slayer. She who had died at the hands of a god because he had failed her. He had already had the greatest failure of his existence, living or otherwise. Cerberus barked from backstage, distracting him for a moment. When he came back to himself, he discovered abruptly that his fear was gone. In its place was the aching hole Buffy's death had left in him. He remembered the moment the hole had appeared.

He began to sing. The mutterings stopped almost instantly.

"The sun is a stranger to me,
a warm, bright light
whose touch I have lost,
whose kiss I hunger for, though it mean my end.

"Her name was Elisabeth,
my golden goddess Buffy.
She pierced my heart,
killed me by letting me live.
The wound won’t ever mend.

"Her kind words caught me
her smile, held me fast,
her angry sighs murdered me,
her arms carried my death,
and yet in her eyes, I was reborn.

"Made me better than I ever was,
cleansed the monster from the man,
left me better than she found me,
An eternity to live and morn."

Later many would say that the croonings of a lovesick vampire was the most heavenly thing they had ever heard. Not that demons knew much of heaven.

When the last echo of the last note form his guitar had died, the room erupted in applause. Spike was torn between the desire to bask in the attention and the desire to run and hide like it was the sun. Then he saw Angel rise and decided running was definitely the better option.

A number of things prevented this from happening.

Cerberus came running from back stage and made a beeline for Angel. Something small and furry was thrown by a patron near him at the bar, straight at the dog. Spike moved to protect his friend, but a large demon at the table in front of him stood up and moved into the aisle, blocking his path. It glared down at him. At least he thought it did-- he couldn't see a mouth and wasn't too sure the knobs on the back of it's head were eyes.

"You're the vamp what kills demons, aren't ye? The one who loved the slayer?"

Spike was taken aback by that. How had anyone found out about his feelings for Buffy? Dru, maybe? he wasn't even going to begin to wonder how the creature was talking without a visible mouth. "I think you've go the wrong guy--" He heard an echo of his words from behind the demon. It was Angel's voice. He peered around the huge form and saw the other vamp looking up at the demon's head. At it's true face. The demon hadn't been talking to him at all.

Past them he could see Cerberus fighting with the small white fluffy thing the patron had thrown. The patron herself, who looked to be a girl between Buffy and Dawn's age, was trying to pry him off of whatever it was. Willow and Tara were helping her. the rest of Angel's round table seemed uncertain as to which fight they should be intervening in. After the next moment, it didn't matter.

The demon had taken a swing at Angel and missed. His momentum carried his enormous bulk into a table to the side. the people sitting there didn't appreciate that. They were demons too, also of the large variety. Chaos ensued.

Spike had to admit it was kind of fun. With the chip in his head, he couldn't hurt humans, so he had to take his natural vamp aggressiveness out on other demons. Now he had a whole room full to fight, accept that he was too worried about Cerberus to enjoy it much.

He fought his way to his companion's side. Willow and Tara had apparently managed to separate the dog from whatever it was it had been attacking, and the strange girl was no where to be seen. Now they had a bigger problem. Now Cerberus was facing down a wolf.

"Is that OZ???" Spike yelled above the din as he reached Willow's side. He ducked as Xander went flying overhead, tossed by another demon. A moment later Anya pushed past him, knocking over patrons like bowling pins as she fought her way to her fiancé’s side.

"No! It's some girl! I've never seen a werewolf change so completely before!"

So the girl wasn't gone. And neither was the other thing the dog had been fighting. He spotted a white and black bunny between the wolf's paws. At least, he thought it might be a bunny; it looked like one, excepting the fangs.

"So zap it already!"

"I cant do that! This is all just a misunderstanding! You can't blame her for wanting to protect her poor little bunny!"

Eyeing the critter's teeth, he thought the bunny was rather like the one he saw in that Monty Python movie, and quite capable of taking care of itself. He didn't take the time to point that out, however, as the wolf lunged.

He threw himself amongst the animals, feeling three sets of teeth sink into him at once. Cerberus let go immediately when he realised what he'd done. The wolf and the rabbit weren't so obliging.

He heard Willow and Tara shout some words. There was a flash of light, and he was free. The wolf and the bunny were out cold.

So was Spike after he was hit with a stray table.

When he came to, he didn't recognize the surroundings or the couch he was on, but he knew most of the faces. The Scoobies that had been at the club, as well as Angel and Cordelia. He assumed the poofter with the glasses and the gangbanger were some of Angel's friends. Cerberus like his face in greeting, then moped in his lap. The poor dog still felt bad about biting him, he figured. He gave his best friend an affectionate fur-ruffle.

"Well, well, I guess the gang's all here..." he observed, trying to cut through the awkwardness of them all staring at him.

"You can SING?" Xander blurted out.

"I think what Xander means to say is, 'You can sing and you aren't doing it for a living instead of sponging off of us??'" Anya corrected.

"Yeah, well..." Spike ran a hand through his hair. "I've never sung in public b'fore, was tryin' it out. Doesn't look like I'm bloody likely to be asked back after t'night, though." He hadn't decided yet if this was a bad thing or not.

"Guys, could I have a minute with Spike?"

Oh boy, here it comes, Spike thought. Cerberus must have picked up on his mood, because the dog started to whine.

Angel watched the gathering leave. When the door was shut, it was almost a full minute before he turned to face Spike. "What was with that song, William?"

"Come again?"

Angel leaned over him, faces inches away. Spike thought he was about to get his "game face" on, and prepared to do the same.

"A LOVE song to Buffy? What, were you MOCKING me? I swear, if this was the Lorne's idea of a joke--"

"'E didn't know what I was going to sing. Hell, I didn't know! An' 'e doesn't know we know each other 'cause I didn't know YOU knew 'im."

"So again, why the song?"

Spike shrugged. "I was thinking of her when I started. I just made it up as I went along."

"Why would you make up something like that??"

Spike took a deep breath. "Because I loved her. STILL love her, actually."

He didn't even try to duck as Angel backhanded him. "I will NOT let you mock her memory!"

Spike looked back at him with hollow eyes. "Do I look like I'm laughin', mate?"

Angel stared at his enemy and former friend. He thought back to the song, how Spike's voice had sounded. He recognized the pain that had been there, because it was a mirror of his own. He sank down into the chair behind him, knees weak with disbelief. Spike was telling the truth. Spike had loved Buffy.

"But.. HOW? I mean, you don't have a soul--"

"I have this sodding CHIP--"

"But that's not the same!" Angel protested.

"So people keep telling me. But no one can seem to tell me WHY it's not."

Angel tried to answer him, but every time he tried to say something, nothing came to mind. He watched Spike as the other vamp tried to comfort the whining dog. The Spike he knew would have made a snack of it. Could Spike truly have changed without a soul?

Suddenly the dog leaped from Spike's lap and ran for the door, scratching and whining.

"I guess he needs to go out?" Angel suggested.

"Shouldn't him being dead an' all."

The sound of breaking glass and screams drew them from their seats and sent them running for the other room, to check on their friends.

They found the gang circled around the werewolf from the club. It was in its halfling form, standing on two legs the way Oz had done when he changed. Its face was different though, a mix of man & wolf. The fanged rabbit sat on its shoulder. Cerberus growled at the pair, but didn't approach.

"You.." it snarled when it spied the vamps. Everyone exchanged confused looks; no one had ever known a werewolf to talk when it was "wolfed out".

"Did you kill Nicky's sire?" it asked.

"I don't know what you're tal--" Angel began, stopping when it pointed at Spike.

"Um... might help if you describe 'im to me, luv."

"The guitar you played tonight was his."

Spike blinked. "I just got it from the host, I don't know how HE got it."

Angel coughed. "Uh, that would be my fault, actually. I killed the vamp who owned it and gave it to the Host." he braced himself for the wolf's attack.

It never came. The wolf sighed, then said, "You really know how to ruin a good time, don't you? Denied me my revenge! Ah well. Nicky can still have his."

As if on cue, the rabbit leapt from the wolf's shoulder at the dog. It landed on his head, then spun around and sank its teeth into the dog's nose. It jumped off, and Cerberus ran into the other room, yelping.

Spike and the Scoobies stood awestruck. As far as they had ever seen, the dog wasn't afraid of anything. He hadn't even been afraid of Spike when he was alive!

The bunny didn't pursue. It stopped and huffed, as if to say good riddance, then hopped back to its companion.

"Right, well I'm off then. Sorry 'bout yer widow. Did you know your doorbell's not working?"

Angel shook his head slowly, looking like a deer caught in headlights.

The werewolf nodded, then turned to leap out the window, rabbit riding its back.

"Never a dull moment in L.A., huh?" Xander commented.

Angel put his arm around Spike's shoulders. "Now that you're in 'the club', you should come around more often. Be like old times, 'cept we'd be killing demons instead of humans. Nice voice, by the way."

Spike grinned and put his arm over Angel's. "Sounds like a blast, 'Yoda'. And thanks..."

Cordelia just sighed and went looking for a broom.