This story takes place shortly after the season finale of season 5, after the Glory storyline...

"Remind me why I'm buying you food when you're dead..." Xander scowled at the bleach-haired vamp as Spike took a large bite out of a chili-cheese dog.

"'Cause yer a nice guy?" Spike grinned impishly around the mouthful.

The smile didn't last long. They never did anymore, not for any of the Scoobies now that Buffy was gone. Not that he was a Scooby, but he didn't smile much and neither did they.

He trailed a few feet behind the group as they set off for the bumper cars, his eyes watching warily for other vampires or similar nasties. He didn't much like the crowds or the noise, but Dawn wanted to go, and he wasn't about to deny her anything. He didn't think Xander and Willow much wanted to be there either, but here they all were, sans Giles, Anya, and Tara, who had somehow managed to wrangle out of it, claiming they still had some demons to track down from the opening of Glory's portal. Thinking of the portal just made Spike feel worse. His shoulders slumped as he walked, making him look less like a swaggering tough and more like a kid who'd just been told "no".

Xander reflected that there was little in the universe more pathetic than a depressed vamp. He was about to tell Spike so when the not-so-bad-boy tripped, uttering a curse that earned him angry looks from nearby moms.

Spike had been so busy scanning the crowds that he'd failed to notice the dog that had been following him, trying to beg for a scrap of hot dog. The same dog that was now munching contentedly on what was left of it. When he was done picking himself up and dusting himself off, Spike was about ready to kick the critter halfway across the carnival, when he noticed it's ribs. It was definitely half-starved. Half-starved for food and affection, looking up at him hopefully for more food, wagging it's tail and lolling it's tongue. He wondered idly if that was how the others had seen him, a harmless mongrel in puppy love, starved for blood and begging for Buffy's affection.

A young girl's scream shattered his ruminations. He looked wildly about for the source, and realised the others were gone. The scream came again, and he knew it was Dawn.

People often thought vampires' hearts didn't beat, but then what would be the point of needing blood? His heart proved the nay-sayers wrong as he raced through the crowd, his keen hearing having pinpointed his charge's location. He failed to notice the terrier mutt following close behind him.

When he found Dawn, she was caught in the arms of a particularly nasty-looking fiend. At first glance, Spike didn't recognize it, but then he wasn't about to stand around thinking about it. He raced up and took a swing at it. There was a satisfying crack as his hand connected solidly with its jaw. In fact, it's face cracked! Then it registered that Dawn had been laughing a second before he'd landed his fist.

Uh-oh...

"I can't leave you two alone for five seconds, can I?" An exasperated Willow shook her head and shoved two ice cream cones into Spike's hands. She helped Dawn up, who had tumbled with Xander when he'd fallen under the force of a vampire's socking.

Xander had pulled the mask off and was nursing his jaw. He narrowly missed hitting Spike with a bloody loogie.

"Sorry, mate... I... thought you were..."

"A DEMON?!? You can't tell a mask from the real thing?!? And I'm NOT your 'mate'!"

After helping Xander up, Willow took the cones back, giving one to Dawn. She licked hers, then shrugged and handed it to Xander. He held it against his cheek, letting the ice cream act as a cold compress.

Another masked figure came up to them from behind the counter of the booth selling the masks. He tapped Xander on the shoulder. "You're gonna hafta pay fer that."

Xander glared at Spike, then told the vendor, "HE can pay for it, since he broke it."

"Here now! I don't have any--"

The vendor stepped up and grabbed the front of Spike's shirt. "If you don't have cash, then I'll just take it out of your FLESH!" He removed the mask, revealing an even nastier face beneath. And this one was real. With really sharp teeth.

The strange vampire was just about to take a bite out of Spike's face when something bit into it's own leg. It howled in pain and kicked out hard, bringing a yelp from Spike's furry little shadow. Spike took the opening the dog's distraction provided, pounding a fist hard into his opponent's middle. The bloodsucker gasped in pain, hunched over. Spike delivered an uppercut to it's chin, sending it sailing over the counter and into a display of masks. It got impaled on one of the wooden dowels of the display, and went up in a puff of dust.

"I think I've had enough excitement for one night. Let's go." Xander turned and started for the car.

"But we haven't done the bumper cars!" Dawn protested, arms crossed, frowning.

"Yeah!" Willow seconded, hands on hips and brow creased.

Xander sighed. "If there’s one thing Anya's taught me, it's 'Never argue with a woman.' I can only assume arguing with TWO is even more pointless."

Spike nodded, feeling it was his testosteronely duty to agree even if he WAS secretly looking forward to the bumper cars.

The terrier barked. No one knew whose side it was on.

When Spike got back to his crypt that night, the dog followed him through the door. So he picked it up, set it down outside, told it firmly to "stay", and went back inside. So did the dog.

He tried again. This time he backed up to the door, never taking his eyes off it. He felt behind him for the door then quickly ducked inside. A victorious grin lit his face when the door was shut. It was quickly wiped off his face when he turned around and found the dog squeezing in through an open window.

He huffed in exasperation, running a hand through his short hair. His eyes wandered around the room as he thought for a moment about what to do. They settled on a length of rope, one that had been used in little 'games' he and the Buffybot had played. His heart gave a twinge at the thought, but he shoved it aside with his determination to get rid of the little furball. He found a studded collar in his wardrobe, and put it around the dog's neck., then tied the rope to it. He carried the pup outside.

He tied a rope to a tree, and laughed triumphantly. "Let's see you get back in NOW." The absurdity of holding a conversation with a dog struck him. Shaking his head and muttering about the state of his existence, he went back inside.

He was just about settled comfortably in his crypt when the howling began. He wanted to cry himself. He climbed back out of the crypt and stalked outside.

The dog smiled a happy dog-smile, it's whole body shaking with the effort of wagging his tail.

Spike knelt next to it and scratched it's ears. He spoke to it like he'd seen many an old woman do to their own dogs, in baby-speak. "Is ums wanting to be Spikey-wikey's din-din?"

The dog stood excitedly and barked.

He sighed. He started laughing in spite of himself. It started as a chuckle, then became a kind of insane giggle. The next thing he knew, he had his arm's around the dog's neck and was sobbing his heart out.

The dog licked his face in sympathy. Or maybe it was just hoping for a treat.

That evening, Dawn and Willow found the vampire sound asleep in his crypt, the dog sprawled across his chest. Dawn gushed over the "cuteness" of the scene, and even Willow had to smile. She was finding it harder every day to picture Spike as the villain he once was.

When Spike woke up and found them staring at him and the dog, he tried to sound surprised and disgusted. If there was one thing Willow had learned about him in all her encounters with him, it was that, despite his effort to be a bad guy, he couldn't lie to save his life.

Over the next few weeks, Spike increasingly found life without the dog hard to imagine. He thought he was growing soft; he couldn't bring himself to do the vampirely thing and make it a bedtime snack. He tried giving it to one of the Scoobies, but it wouldn't follow anyone but him. It followed him everywhere, and wasn't scared of anything. It would attack all sorts of creatures without hesitation, so that Spike had to concede that it was sort of useful. And after a while, he found it had grown on him. He stopped trying to get rid of it, no longer caring how it looked for a vamp to have a pet dog. After all, his reputation was already pretty much totaled, having helped the Slayer kill his own kind and all.

And if he got right down to it, he didn't feel so lonely anymore. It was nice having someone that loved him, even if he WAS a monster.

One night Giles had tracked down another creature that had come through the portal. It was a particularly dangerous one, and it was decided that Dawn should be left behind. Knowing she wouldn't be too happy about it, Spike told her he needed her to watch the dog.

"C'mon, small-stuff, y'know how he is. How can I concentrate on slaying the big nasty if I hafta worry 'bout the dog becoming it's dinner? I'd tie him up, but he's gotten loose before... just stay here and keep 'im company, ay?"

Dawn knew what he was really up to, but she also knew what he'd said was true. She reluctantly agreed. He left her watching "Felicity" in his mausoleum.

At the door, he told the dog to stay. "Okay, mate. I need you to be a guard dog tonight, awright? This is my personal hell, and you're my Cerberus, got it? You stay and watch over Dawn, Cerberus."

For once the dog looked solemn. He uttered a single woof, as if to say he understood what an important job he was being given. He looked pleased at his new name, it seemed to Spike. The vampire gave Cerberus a scratch behind the ears in goodbye.

A few hours later, Dawn heard Cerberus growling. She looked up curiously from her book. "What is it boy? Is the big bad werewolf here?"

The dog continued to growl. She got up and made her way to the door. Cerberus ran in front of her, blocking the way, and whined.

The door burst open in a shower of splinters. In stepped a pair of grungy vampires. They smelled as if they had actually rotted after dying.

They looked about the room. One settled his gaze on her. "Where is he?"

Dawn wondered if she could get to the weapons Spike had in his "dungeon" without getting caught first. "Where is who?" she asked in her "obnoxious teenager" voice.

The vamp stepped forward, reaching for her. "Don't play games with me, little girl! Where is the traitor, the one who kills other vam-"

Cerberus leaped for the vamp's throat. His lightning-quick reflexes knocked the canine into the wall.

His companion laughed, and strode over to the dog's still form. He picked Cerberus up by the scruff of the neck. "It's an appetizer!" He sank his fangs into the furry neck, drinking deeply.

The first vampire smiled coldly. "And you're gonna be dinner, girlie."

"Not if I can help it."

Spike had just come home from a hard night of fighting. He still had an ax in his hand. He tore the wooden handle from the metal, and shoved it through the first vampire's chest.

The other vamp dropped his "snack" and tried to crawl out the window. Spike made quick work of him as well.

Dawn had wasted no time rushing to the fallen dog. Spike was torn between concern for her and for the canine.

"You've got to help him, Spike! I think he's dying!"

He took the dog from her arms, eyeing her uncertainly. She LOOKED ok... He turned his attention to Cerberus.

She was right, he WAS dying. Spike could feel it, in his vampirely fashion. His heart raced, his throat tightened, and his eyes stung. It wasn't fair! Just because he was a monster didn't mean others should suffer for it!

He cradled the dog's cheek with a bloody hand. He had gotten bitten by the demon he'd fought earlier. Cerberus sniffed at it weakly. The canine licked it, following his doggy instincts to clean the wound of a packmate. He stirred a bit, seeming to come more awake. The licking became more intense. Spike could feel his lifeforce surge a bit. He felt a tugging, somewhat akin to the tug that came with making another vampire. Understanding, he bit his wrist, tearing open a vein. He held it to the dog's mouth.

Cerebus put his mouth around Spike's wrist and sucked at it like a pup at it's mother's teat. Spike could feel his own strength wane, just as he felt it flooding through the dog. After a while longer, he had to pry the dog's jaws loose from his arm. The dog growled a bit at being cut off from the nourishment, but let go, albeit reluctantly. It sprang to it's feet and began licking Spike's face.

Spike laughed and smiled weakly as Dawn cheered. But he felt a twinge of guilt. He hadn't begun the process of making Cerberus a vamp-- it was an accident. But had he done the dog a favor by finishing it? Once Spike had thought becoming a vamp was the best thing that had ever happened to him, but now... And could he trust Cerberus around Dawn and the other Scoobies without a soul?

When Dawn began scratching Cerberus's back, the dog smiled his old smile, tongue lolling and tail wagging. He began drowning the girl in slobbery kisses.

Spike felt a wave of relief. Why should he be worried? If he himself could love as a vamp, why not Cerberus? Maybe this was how things were meant to be, the two of them keeping each other company throughout eternity... or until they got dusted, whichever came first...