At the end of the business day, Fred walks down an empty hall of Wolfram & Hart, headed for the lab.

She enters the lab and passes the last tech leaving for the evening. She bids him good night as he exits and continues on into the lab where she pauses to read from some paperwork she's carrying.

She senses something, turns abruptly to look behind herself but sees nothing. She turns back and finds Spike standing in front of her. She drops her paperwork, throws her hands up into the air and screams, unconvincingly.

Spike dejectedly asks how long she was aware of his presence.

She admits, "Just since the lobby" and adds, in an attempt to be encouraging, the popping up behind her was scary, noting she dropped her papers.

Spike appreciates the effort.

As Fred stoops to retrieve her papers from the floor, Spike notes he'd offer to help her but -- He moves his hand, passing it through some lab equipment, illustrating assisting would be a bit difficult.

Fred retrieves her papers and stands back up, noting Spike's display and the fact he still can't interact.

He confirms that; can't move anything, can't scare anyone, kind of a pathetic ghost.

Fred reminds him she'd told him before, he's not a ghost.

Spike sarcastically says that's great and asks for a hug.

Fred figures he knew what she meant, he's more than a common "spectral disturbance", he's something unique. She picks up a handheld scanner from the table and moves it over Spike, noting with concern his "radiant heat signature's dropped .2 degrees."

Spike thought there was a bit of a chill.

Fred puts the scanner down and stammers to find the right way to word her question.

Spike saves her the effort, knowing what she's wondering about. He asks, "Feeling the tug of eternal damnation?" He reckons perhaps that's why he can't touch anything, it's taking all of his energy to keep from sliding into hell.

Fred assures him she won't let that happen. She's been working on a hunch, she thinks she's getting close.

Spike asks, "To making me a real boy?"

Fred chuckles and answers, "As real as a vampire with a soul can be." As she writes something down, she adds absently, "It won't be like Angel's thing with the prophecy but ..."

That gets Spike's attention, he asks what prophecy.

Fred answers, "The shan-shu-ha something or 'nother. It says if Angel helps enough people he gets to be human again."

Spike is underwhelmed, responding with a snide, "Oh. Really. Goody, for him."

Fred has an epiphany about the readings she took from Spike.

He wonders what she's figured out.

She explains it in technical terms, the heat loss is due to a "lack of particle cohesion. It's almost as if your essence is straddling a dimensional void which may be the key, assuming that the amulet used to save the world was some sort of trans-reality amplifier capable of focusing massive quantities of mystical energy." She picks up the amulet and examines it as she ponders her theory.

Spike just wants to know what she said, in English.

Fred simplifies, if she can defy most of the laws of nature, there's a chance she can make Spike corporeal.

Spike smiles shyly, telling her there might be a "hug in your future after all." He leans against the table and passes through it, disappearing.

Fred calls out to him.

Spike falls through the basement ceiling, onto the floor. He gets up and notices a slicing noise.

He follows the sound through the dark to its source. He finds a man in a suit, sitting at a table, his back to Spike. The area is illuminated only by a bare bulb suspended over the table from a wire in the ceiling. The man continues slicing something.

Spike approaches, apologizing for the interruption, asking if the man could tell him the quickest way back to the lab, "as the ghost flies." As he gets closer, he sees the man is using a large knife to slice his own fingers off of his hand.

The man turns abruptly to look at Spike, revealing he has no face, only the partially decayed remains of one.

The man vanishes, leaving a nervous Spike alone, looking around the basement. He assumes the disappearing act is a "no" to his question.

---

Lorne is walking down the hall at W&H, on his cell phone with a client. He assures them it's okay that they've gained a few pounds since casting and urges them to put the pills down. He's sure he can straighten things out and if he can't, he offers to take some of those pills himself. He waves to Fred as he passes her in the hall and walks on into his office.

Fred walks into Wesley's office, tears a sheet off the legal pad she's carrying and lays it on his desk. She tells him she needs those as soon as possible and starts to leave.

Wes mutters, "Hello Wesley, nice to see you."

Fred stops and turns back toward him. She apologizes, saying she's a bit "preoccupied."

Wes reads from the list she'd just given him, "'The Magdalene Grimoire', 'Necronomicon des Mortes', 'Hochstadter's Treatise on Fractal Geometry in 12-dimensional Space'." He looks up at Fred, thinking "preoccupied" may not be the right word to describe her.

Fred wants to know how quickly she can get the materials.

Wes says half of the books on the list are extremely rare and offers if he exploits every connection he's made over the past month as the "new head of research and intelligence", he should have them to her in about 20 minutes.

Fred is happy to hear that and asks him to let her know when they're available as she starts to leave.

Wes tells her there's one condition.

Fred asks what that is.

Wes answers, "Dinner."

Fred stammers uncomfortably.

Wes clarifies, he just meant she had to have a real dinner. He wonders how long it's been since she had anything besides "day old takeout" or slept more than a quick nap in the lab.

Fred assures him she's all right and asks, "Twenty minutes?"

Wes nods.

Fred tells him not to worry and again assures him she's okay.

As Fred turns to leave, Eve appears in the doorway, startling Fred who screams. Eve asks if she has a minute.

---

Fred is sitting opposite Angel's desk as Angel looks over some papers and clears his throat. Eve is standing next to his desk. Angel reluctantly offers he understands it's been difficult adjusting to the move from a small detective agency to running W&H, they've all been trying to adjust but --

Fred interrupts, telling him Wes just had a chat with her. She promises she'll eat a good meal and sleep for a few hours so everyone can stop worrying about her. She's fine, really.

Angel smiles, saying that's good. It's clearly not what he brought her in to talk about. He glances toward Eve and finally manages to get to the point, there's been some concern about how much money Fred's department has been spending.

Fred admits she may have gone over her budget projections "by a few --"

Eve interrupts, "$800,000." That's how much Fred is over her quarterly budget and the quarter isn't even over yet.

Fred acknowledges it's a lot of money, but she's trying to do something that hasn't been done before so, "Yeah, attempting to recorporealize Spike --"

Angel stops her and asks what it is she's trying to do.

Fred answers, trying to make Spike corporeal again, like Angel asked.

Angel tells her he asked her to find a way to get Spike out of W&H.

Fred reminds him they accepted the offer to take over the firm because they thought they could use it to make a difference, to do good.

Angel wants to know what that has to do with Spike.

Fred answers, "He just saved the world, vampire with a soul fighting for the good of humanity. Ring anything? He's just like you, a champion."

Angel responds wearily, "God, I really hate that word."

Fred thinks Spike would be an asset, fighting on their side.

Angel tells her he won't be, he knows Spike better than anybody, he only cares about himself.

Fred adds, "And Buffy."

Angel rolls his eyes.

Eve finds the conversation taking an interesting turn.

Angel admits Fred is right, Spike does care about Buffy. He asks where Fred thinks Spike will head for "as soon as his fresh new feet hit the ground."

Fred wonders if that's what this is about, Angel afraid Spike will come back and "try to hook up with your ex again?"

Angel is concerned about Fred, he knows Spike can be charming when he wants to be.

Eve notes he is nice to look at.

Fred goes along with that then turns to Angel and asks if he thinks she's stupid. She knows Spike's been "playing" her with the looks and the smiles, informing him she's not "some idiot schoolgirl with a crush."

Angel asks what it is then.

Fred says it's about doing the right thing. She wonders if Angel remembers that.

Angel tells her as the head of the department, it's her decision. He cautions her not to be disappointed if it doesn't work out, "Some people can't be saved."

---

Spike is in the empty lab, lamenting the lack of a "mad scientist" when he could use one. He looks at the amulet laying on a table, alongside some notes, and hopes whatever Fred is working on, she gets it done quickly. He notices one of the lab magnifying lights on a nearby table flickering on and off. As he walks up to it, the light goes out.

He sees a shadow pass quickly behind him. He thinks it's No Face, the finger chopping guy from the basement. Spike wonders if he got tired of hanging out down there and decided to come upstairs for a few laughs.

He notices a buzzing sound and the fluorescent office lights beginning to flicker. He scoffs at the attempt to shake him, noting he's a vampire ghost, "Bloody well invented afraid of the dark."

He walks out into the hall and watches as the overhead lights go out, one by one, leading down the hallway. He hears the sound of a woman, softly sobbing.

He walks toward the sound, admitting he was lured by the "creep show" and wonders what comes next. He sees a young woman, dressed in late 19th century attire, crouched on the floor against the wall.

She stands and asks him to "Please, hold me. Hold me, please."

A rattled Spike notices both of the woman's arms are severed at the elbow.

As she walks slowly toward him, he backs away. She suddenly comes flying toward him and then vanishes.

Spike looks down the hall, his eyes darting around nervously.

---

Angel steps off the elevator and enters his apartment, reading from a sheet of paper. Spike is already there, sniping. "What's on the agenda? Rousting a nest of venomous retirement plans?"

Angel tosses the sheet of paper aside and pours himself a glass of blood from a crystal decanter. He tells Spike, "Shop's closed" and suggests he return to haunt him tomorrow.

Spike notes the air up there is "too rarefied" for his tastes anyway. He reckons Angel thinks he belongs "down with the dregs."

Angel isn't happy Spike is still there.

Spike thought maybe they could hang out for awhile, "Couple of vampires from the old days, doing our ... hangy thing."

Angel realizes Spike is starting to feel how close he is to hell.

Spike gets a bit defensive, saying it's not like it's a big deal, if Angel could break out --

Angel corrects him, he never escaped from hell, he only got a "short reprieve" and he's not even sure how that happened.

Spike would prefer Angel drop the martyr act, saying Fred told him about the prophecy. "Pile up all your good deeds and get the brass ring handed to you, like everything else."

Angel tells him the one catch with that is the prophecy "is a bunch of bull, they all are." He says nothing is written in stone or fated to be, "You save the world, you end up running an evil law firm."

Spike counters, "Or playing Casper with one foot in the fryer."

Angel wonders if Spike really believes any of it matters, noting all that will ever count are the things they did, the lives they destroyed, "So yeah, surprise. You're going to hell. We both are." He walks across the room and takes a seat on the couch.

Spike wonders why bother trying to do the right thing, trying to make a difference, if hell is still waiting.

Angel asks quietly, "What else are we gonna do?"

Spike reckons that's it then, he really is going to fry.

Angel welcomes him to the club.

Spike sighs and takes a seat next to Angel on the couch, noting at least he'll have company. They banter back and forth for a bit.

Spike: "You and me, together again. Hope and Crosby. Stills and Nash. Chico and the Man."
Angel (impatiently): "Yeah, are we done?"
Spike: "Never much for small talk, were you? Always too busy trying to perfect that broody block of wood mystique." (Adding sarcastically) "God, I loved that."
Angel: "Not as much as I loved your nonstop yammering."
Spike: "The way you always had to be the big swingy, swaggering around, barkin' orders --"
Angel: "Never listening --"
Spike: "Always interrupting --"
Angel: "And your hair .. what color do they call that? Radioactive?"
Spike: "Never much cared for you, Liam, even when we were evil."
Angel: "Cared for you less."
Spike: "Fine."
Angel: "Good."

There's a moment of silence between them, then Angel reluctantly admits there was one thing he liked about Spike that he never told anyone.

Spike asks eagerly, "Really?"

Angel says he liked Spike's poems.

Spike scoffs, contemptuously pointing out Angel liked Barry Manilow.

Spike looks up and sees a man's corpse hanging from the ceiling. He sits forward on the couch, staring at it.

Angel notices his reaction and wonders what's wrong.

Spike asks if Angel sees it.

Angel looks to where Spike is looking but sees nothing. He doesn't know what Spike's talking about.

Spike looks back across the room, the Hanging Man has vanished. He tells Angel never mind, "Too much talk of fire and brimstone."

The Hanging Man appears standing next to Angel as a shaken Spike stares, wide-eyed.

Angel asks, "What?"

---

Angel and Spike are in the lobby. Spike is trying to tell Angel there are ghosts there as he yells at them to leave him alone.

Wes and Fred join them. Wes asks who he's talking to.

Angel answers, "Ghosts."

Fred wonders where they are as the Hanging Man walks behind her.

An agitated Spike tells her they're everywhere. He continues shouting at them to go away.

Gunn and Eve arrive. Gunn says they checked security.

Eve notes they do sweeps frequently to defend against "spectral intrusion."

Angel wonders how many ghosts they're dealing with.

Gunn says the last security sweep was done ten minutes earlier and showed only one spectral entity in the building, Spike.

The Armless Woman appears across the lobby and whispers, "It's coming for you."

Spike urges the others to check again for ghosts.

Fred suggests going back to the lab.

Spike snaps at her they're there, he wants them to check again, something is happening.

The Hanging Man appears in front of Spike and whispers, "It's here ..."

As Spike pleads with Fred to find a way to get him out of there, he fades out and disappears. From Spike's perspective, he's still there, but the others can't see or hear him.

Eve asks where he went.

Angel tells her it's okay, this happens sometimes.

Fred suggests they split up and find him.

Spike wants to know what's going on as the others separate and depart. Spike shouts after Fred, telling her he's still there but nobody hears him. He's left standing in the lobby, alone.

An English accented male voice warns,"She can't help you now, William. No one can." Cue evil laughter.

Spike nervously wonders if this is where he's supposed to ask, "Who's there and then something creepy happens?" He notes a shadow swiftly move behind him. He walks up the stairs, moving in the direction in which the shadow disappeared.

He reaches the top of the stairs and walks down the hallway. He continues walking, turning down another hall.

The bell on the elevator next to him dings as the doors slide open. Spike ponders that a moment, then resignedly steps inside. The doors slide shut.

---

Wes, Gunn and Fred enter Wesley's office. Wes notes Angel was right in that Spike has been disappearing more and more frequently.

Gunn says, "Give him 20 minutes, he'll be popping up next to you in the bathroom, making cracks about your --"

Wes and Fred shoot him quizzical looks.

Gunn wonders if he's the only one that gets that treatment from Spike.

Fred knows Spike has disappeared before, but reminds them they saw how he was, agitated and hallucinating. Things are different this time.

Wes notes they're dealing with something unique, dementia may not be out of the realm of possibility.

Fred is sure Spike isn't crazy.

Gunn says shouting about invisible people is grounds for commitment, citing case precedent. He cuts himself off, apologizing. He explains the law that got stuffed into his head sometimes just clicks in.

Fred tells them they don't understand what Spike is dealing with, where he goes when he disappears. She says he told her, he's sliding into hell.

Gunn and Wes casually figure that's logical, where else would he go?

---

Spike steps off the elevator and finds himself back in the basement. He walks down the hall, hearing the slicing sound again. He notes he's played this scene already, he won't be rattled by doing it a second time. He continues down the hall.

He returns to the area of the table, chair and bare light bulb overhead. The sound of slicing continues but there's nobody there. Spike walks over to the table and leans over it, examining the knife, blood and severed fingers on top of it. The fingers twitch.

A woman sings in the shadows, "It's gonna get you." She giggles.

Spike wonders what "it" is.

She continues singing and giggling as she walks toward him, "Reaper's gonna take you."

Spike mockingly asks if the "Reaper" is what this has been about, "Tall, grim fellow with a scythe?"

She steps into the light revealing a woman coifed and attired 1940's style. She has a large, jagged shard of glass embedded in her left eye. The woman moans, "It hurts."

Spike notes he's been ghosting it up for months, must have slipped through the cracks.

The woman tells "William" not to worry, he hasn't been forgotten. She pulls the glass shard out of her eye and slashes Spike across the cheek with it, much to his surprise leaving a bloody gash. The woman vanishes.

---

Fred is in the lab, working out equations.

Spike appears behind her and tells her he thinks he knows what he's been seeing.

Fred is still unaware of his presence.

Spike thinks the ghosts are the welcoming party, hell got tired of waiting, someone has been sent to retrieve him. It knows his name, it knows how to hurt him. He quietly tells Fred he wanted to thank her for trying to help, he needed to let her know what that meant to him before --

Fred congratulates herself on figuring something out.

Spike is cocky again, thinking Fred has earned him a reprieve.

Fred dejectedly realizes her solution will end up liquefying half of L.A.

Spike's hopes are dashed.

Fred fears she'll never figure it out.

Spike tries giving her a pep talk, he's sure she can work it out. As he pleads with her not to give up, he grabs her arm. A small jolt of electricity crackles where he touched her.

Fred turns around suddenly in response, but sees nothing. She calls out to Spike.

He tells her he's still there, he knows she felt the touch, just as he did.

The lights go out. Spike shouts Fred felt him, he's not going to be taken yet.

Fred tells him to let her know somehow if it's him. She turns and finds Angel standing behind her. A startled Fred wishes everyone would stop doing that.

Angel apologizes, he just wanted to let her know --

Fred interrupts, telling him something was in the lab, it touched her, she thinks it was --

Angel gently tells her the mystics did another spectral sweep of the building, but nothing showed up. Spike is gone.

Fred doesn't care what the mystics say, she knows she felt something. She tells Angel they have to find Spike before he's gone permanently.

---

Angel, Fred, Gunn and Wes are seated at a table in Angel's office conference room. Wes thinks perhaps they should reconsider.

Gunn agrees with that, noting he's seen enough horror movies to know these things never turn out well.

Eve opens the door, a young, busty blonde woman enters. Gunn looks her over, impressed, and is suddenly willing to reconsider.

She tells the others Eve has apprised her of the problem, they've lost a "ghostie". She and Eve both take a seat at the table.

Fred notes Spike isn't exactly a ghost.

The medium isn't interested in hearing the details. She has a pilates class early in the morning and wants to get this over with. She tells the others she'll say some words to get them "into the zone" and hopefully they'll find their lost ghost. She directs them to clear their minds as she looks around the table and notes that shouldn't be too difficult.

Fred asks if they should hold hands.

The woman answers, "Only if you're lonely" then tells them to be quiet and let her do her thing.

She takes a deep breath and starts her spiel. After a bit, she senses a presence, close by.

Spike is standing next to her, impatient. He wants her to get to it, get him out of there.

The woman senses pain, "The dark soul, so much suffering."

Spike figures that sums it up as he moves to the other side of her, sharply urging her to get the others to help him.

The woman repeats, "It's coming."

Spike says he's already there and wonders what she's talking about.

The woman continues, "I can feel it. The dark soul. It's here. It's the R ..."

Spike shouts, "The Reaper!" He wants her to tell them.

The woman suddenly clutches her throat and gasps as blood trickles from her nose.

The others wonder what's happening.

Angel tells Spike to stop.

Spike denies he's doing anything, but nobody can hear him.

The woman stops gasping and moves her hands away from her throat. She sits quietly a moment.

Fred asks if she's okay.

The medium vomits blood all over Fred and collapses onto the table.

---

Wes and Gunn are in Angel's office. Gunn notes he understands Spike was known as "William the Bloody" but he doesn't get why Spike would kill the medium.

Wes knows he wouldn't, there was no advantage for him in killing someone who was trying to help him.

Gunn wonders if Wes thinks it was an accident.

Wes offers perhaps the "dark soul" she contacted wasn't the one they were expecting.

They realize if it wasn't Spike, it was something else. Wes adds, "Something else a hell of a lot worse."

---

Fred is in a shower stall in the lab, washing off the medium's blood. She senses something and turns to look through the glass of the shower stall, but sees nothing.

Spike is standing on the other side of the glass, wondering why the Reaper killed the medium. He figures it couldn't have killed her because she was going to help him since she didn't even know he was there ... unless it wasn't about him.

He comes to a realization and tells Fred he figured out why it killed the woman, it was done to hide something. He presses his hand against the glass of the shower stall and notices his hand doesn't pass through.

He reaches out to touch it again, but it passes through on the second attempt. Spike realizes he needs to focus as he reaches a finger out to the glass and writes in the condensation clinging to it, "Reaper."

Fred turns off the shower, grabs a towel, wraps it around herself and starts to exit. She notices Spike's message on the glass.

The glass suddenly shatters and Spike is thrown through the wall, ending up on the floor of the landing, above the lobby.

He hears footsteps approaching. He's ready to finish this as he gets to his feet.

He sees the source of the footsteps as a man dressed in a suit, carrying a briefcase, reaches the top of the stairs. Spike is amused to see it's a lawyer.

The man turns to face Spike, revealing the half of his face Spike couldn't see in profile is a bloody mess. He whispers, "William" as he walks past.

Spike backs away, right toward the Armless Woman who appears saying, "Please."

A rattled Spike rushes down the steps into the lobby where he finds himself face to face with the Glass Woman, moaning "It hurts." The ghosts disappear.

Spike is through playing games with minions. He challenges whatever is behind it all to come out into the open and deal with him. He figures it's a weak spirit who has to get others to do its dirty work. He doesn't believe this is the "Reaper", come to take him to hell.

Spike shouts as he's yanked back into the basement. As he lies on the floor, the male voice taunts, "Oh yes, take you screaming. An eternity of suffering for your sins. But first, I get to play."

The man reveals himself as he steps up next to Spike, a pale corpse with rotted teeth, dressed in 18th century attire. He holds up a scalpel and suggests they get started as a frightened and shaking Spike looks up at him.

---

Gunn, Wes and Angel are poring over books, looking for information on the "dark soul." Gunn has found something.

Angel asks what the book says.

Gunn notes a lot, considering there are "over 3,200 different references and 4 of them are about you."

Angel gets up and takes the book from Gunn, reading the pages. He defensively says that isn't fair, he didn't even have a soul when he did that.

Wes thinks there must be a way to narrow down the search.

Fred comes in and tells them to cross reference with "Reaper".

Gunn asks where she got that from.

She says it came to her in the shower.

Angel finds the reference, "Matthias Pavayne, dark soul #182." He says there isn't much in the book as he reads from it, "European aristocrat, 18th century, he was a doctor nicknamed 'The Reaper' for performing unnecessary surgery on his patients."

Fred wonders what kind of surgery.

Wes moves over to a laptop and answers her question, "The kind you don't recover from." He notes there's a file on Pavayne in the classified histories section of the internal archives.

Gunn wonders if Pavayne worked for W&H.

Wes tells what he's found; Pavayne fled to California when it was still under Spanish rule, his arrival coinciding with a rash of ritualistic murders. He notes pieces of the victims were arranged in a way suggesting comprehensive knowledge of the "dark arts." He goes on, saying the killings continued for twenty years, the killer was never caught by the authorities.

Angel wonders if Wes is saying W&H killed him.

Fred asks why they'd do that.

Gunn notes Pavayne "sounds like their idea of employee of the month."

Wes continues reading from the computer screen, W&H needed Pavayne's blood. Representatives from the firm were looking to build in what would become L.A. A Spanish mission already existed on the site their seers chose. They needed the right sacrifice to "deconsecrate the grounds", Pavayne.

Fred is repulsed by that, asking if the building is constructed on the blood of "a mass murdering psychopath?"

Wes confirms it seems that way.

Gunn doesn't understand why Pavayne wasn't burning in hell long ago, considering his crimes.

Angel recalls Wes saying something about Pavayne's expertise in the dark arts, offering perhaps he found a way to cheat hell.

Fred thinks that may explain why the mystics can't find him.

Angel still doesn't understand where all the ghosts are.

Wes notes there aren't any.

Angel says that's the point, it's a high risk environment, people die there often, there should be a lot of ghosts around. He wonders what happened to them.

Gunn suggests maybe Pavayne is "munching on 'em".

Fred says whatever he's doing, they need to get Spike back before he's next.

---

In the lab, Spike is crawling on the floor, bleeding from numerous cuts, while Pavayne taunts,"Vampire soul. Watch it struggle. More fun than the others."

Spike tells him to go to hell.

Pavayne notes that's Spike's destination, not his.

The lights come up. Pavayne turns and sees Fred enter her office as he looks through the window from the lab floor. He notes her passion for trying to save Spike, perhaps he'll "have a taste one day."

Spike gets to his feet and takes a swing at Pavayne's head but his fist passes through.

Pavayne turns to mock his efforts, letting him know he makes the rules there.

Spike finds himself back in the basement as Pavayne tells him reality bends to his will, "the way it was meant to."

Spike realizes he didn't just fade away, Pavayne was responsible.

Pavayne tells him it's "Just parlor tricks, to amuse. Like your blood." Spike's bloody cuts disappear. He touches his hand to his now healed cheek. Pavayne continues to taunt him, saying nothing happens there without will, "Your voice. Your body."

The Glass Woman appears and adds, "Clothes you think you wear."

Spike finds himself suddenly standing naked as Pavayne continues, "William the Bloody, scourge and destroyer, but scratch the surface --"

The Armless Woman walks past him, "Little Nancy, still crying for his mother."

Pavayne knows his secrets, all the bloody things he's done, falling in love, winning a soul and no more bloody things, Spike thinks he's special.

The other ghosts appear and surround Spike, joining in the taunting; "Thinks it matters", "Hell still waits", "Knows he deserves it, like all the others".

Spike reckons Pavayne was responsible for the deaths of those whose ghosts surround him.

Pavayne says no, they died there, in service to W&H, "little ants, scurrying from the flames."

Spike realizes the spirits hung on, trying to avoid falling into hell until Pavayne pushed them in.

Pavayne tells him they're burning now, screaming as he will.

Spike tells Pavayne if the ghosts are already in hell, then they can't be there so it's just more of his trickery. They aren't real.

Pavayne assures him they're "real enough" as one of the ghosts pops up behind Spike and stabs him in the back with a large dagger.

Spike falls to one knee.

Pavayne says hell hungers for the wicked and it's feeding time.

---

In her office, Fred is frantically scribbling on the windows. Gunn and Wes enter with Angel who notes this isn't a good sign. The walls of the office are also filled with equations.

Fred explains she's not crazy, she just ran out of white board to write on.

Angel wonders if she thinks she'll be able to bring Spike back.

She starts to explain it in technical terms.

Angel stops her, saying they'll get Spike back first, then figure out how to deal with Pavayne.

Fred says she'll need a "massive surge of dark energy to catalyze the process" if her plan is to work.

Angel wonders just how massive.

Fred answers, "The equivalent of nuclear evil?"

Angel wonders where they're supposed to find that.

Wes ponders a legend he's heard about a volcano, "deep in the forbidden forests of South Africa --"

Gunn offers he knows a place a bit closer.

---

Angel and Gunn are in the White Room. Gunn wonders why it's called that and how they can still be in the building when they're standing in a room that technically doesn't exist.

Angel realizes this was Gunn's idea, he wants to try to "snip off a piece of the conduit that connects Wolfram & Hart to the other dimensions."

Gunn concedes "want" may not be the right word.

Angel recalls the last conduit took the form of a "creepy little girl" ("Forgiving"), he wonders what form the new one takes.

Gunn tells him it's not so bad as the panther's growl ("Home") reverberates through the room. Gunn adds, "if you like cats."

Angel quietly admits he's actually more of a dog person. The panther growls.

Gunn suggests they not talk dogs there.

Angel calls out to the conduit, assuring it they aren't there for any trouble. He holds up a clear cylindrical container he's carrying and notes cautiously they "were just wondering if maybe we could borrow a couple of whiskers or --"

The panther snarls. Gunn takes the container from Angel and reminds the cat who he is. He reckons the cat knows he wouldn't be there if it wasn't important, he's just looking for a little help, a personal favor.

The cat growls softly as it fades into the White Room and walks up to Gunn. He smiles and slowly reaches his hand out to the cat, "Yeah, who's a good kitty?"

Angel looks on nervously.

---

Spike is still in the basement, still naked, still being tormented by Pavayne. As Spike lies on his side on the floor, Pavayne kneels behind him, noting his disappointment. He expected more from a vampire soul. He wonders if there's too much conscience weighing on it.

He draws Spike's attention across the room, to a dark portal opening. Long, tentacle-like extensions snake from the outside of it. He figures Spike understands it now, "The soul that blesses you .."

Flash to a quick image of Spike, wrapped in barbed wire, bleeding as he's being shredded by it.

Pavayne continues his thought, "... damns you to suffer forever." He grabs Spike by the hair and jerks his head up, telling him to go now, so he can stay.

As Spike struggles, Pavayne assures him it won't change anything, he's going to get what he deserves.

Spike agrees he does deserve to go to hell, "But not today." He reaches up and punches Pavayne, knocking him back. Spike stands, the portal closes. Spike realized the answer was in Pavayne's comment about bending the reality to his will. Just as he managed in writing on the glass of the shower stall, if he wants it enough, he can make it happen.

He looks down at himself, his clothes reappear on his body. He looks at Pavayne and tells him, "And guess what I want to do now, you prissy son of a bitch."

Pavayne comes flying through an office wall and ends up on the floor. Spike follows him in, noting he had a pretty nice racket going, sending other spirits to hell to keep himself out of it.

Pavayne gets up, Spike punches him. Fight ensues as the two battle each other, passing through furniture and walls as the fracas continues.

Spike reckons Pavayne doesn't like it as much when the ghosts can hit back. Pavayne is starting to enjoy it as he punches Spike and sends him flying through another wall.

Gunn and Angel arrive in the lab where Wes and Fred are setting up the recorporealization machine. Gunn hands her the container and tells her to make it count, they won't be able to get any more.

Fred puts the cylinder into the machine as Wes checks the gauges.

Angel wonders how they'll let Spike know about the machine.

Wes says they won't have to.

Fred adds anything spectral within range will be made aware of it when they power it up.

They watch the metal circle, segmented into three pieces with symbols on top, in the center of the room as the machine is turned on.

Spike and Pavayne are still fighting. Pavayne notes Spike picking up a few of his tricks won't change anything as he kicks him across the office. He says he's cheated hell for hundreds of years, it left him alone, let him get stronger, as he stalks toward Spike. Pavayne tells him he's God in this realm and Spike is "wood for the fire" as he pulls him to his feet.

As he's about to punch Spike, he's distracted by a whoosh as the recorporealization machine is powered up. Spike hits him and runs for the lab. Pavayne follows.

Fred checks a reading on a piece of equipment and tells the others Spike is there. She urges him to step into the center of the circle, they only have one chance to make this work.

She suddenly grabs her throat and starts gasping as Pavayne has her in a choke hold. He wonders why he'd want to do that.

Angel, Gunn and Wes realize it's not Spike in the lab, it's Pavayne. They head for Fred but are thrown backward by an unseen force as Pavayne continues his attempt to kill Fred.

Spike arrives. Pavayne notes he has a decision to make as he looks at Fred and then at the recorporealizer. Spike can't choose both. Either he saves Fred, or he gets to be made flesh and bone.

Spike looks at the metal circle on the floor.

Pavayne smiles, thinking there's hope for Spike yet.

Spike isn't so sure of that as he appears next to Pavayne, startling him and causing him to let go of Fred. Spike punches him, knocking him into the center of the recorporealizing ring.

Pavayne is made flesh as the machine explodes. He isn't happy with his new state and threatens the others with severe bodily harm for what they've done.

Angel would like him to shut up as he punches him, sending him flying across the room, into the wall.

Spike, who is once again visible to the others, reminds Angel not to kill Pavayne, if he becomes a spirit again they'll never be rid of him.

Angel understands the no killing, but he intends to put a beat down on Pavayne as he punches him again.

---

Wes and Gunn are helping Fred clean up the remnants of her machine. Wes asks if she's okay.

She says she is.

Gunn suggests she take a break.

Fred thanks them and goes upstairs, into her office.

Spike arrives. As he watches Gunn and Wes remove the remains of the machine, he asks if she's built a spare. His tone indicating he already knows the answer.

She says most of the parts used were "practically nonexistent to start with." She tells him even if they could be replaced, she doesn't think there's much of a chance of finding another source for the power required. She apologizes.

Spike tells her not to be sorry, it was his choice to make and he made it. He wouldn't do it differently.

Fred offers there are other, riskier, options they could consider.

Spike doesn't want to end up like Pavayne, cheating hell any way necessary no matter who gets hurt in the process.

Fred reckons that proves what she's been telling everyone.

Spike asks, "That I'm a handsome devil who brightens the place up?"

She answers, "That you're worth saving."

Spike is touched by that. He tells her being a ghost isn't so bad. He's got lots of room, good company and he's learned some new tricks. He reaches out and picks up Fred's coffee mug from the desk. She smiles. Spike figures there are worse things than being a ghost.

---

In the vaults of Wolfram & Hart, Pavayne is imprisoned in a metal box, paralyzed, metal bands holding him up. Angel asks Eve if she's sure it will hold him.

Eve assures him "If there's one thing Wolfram & Hart excels at, it's keeping their unmentionables unmentioned."

Angel congratulates Pavayne, "You get to live forever. Unable to move, to touch, or to feel ... or to affect anything in the world around you, but don't worry, I had 'em give you a window."

He slams the metal door shut revealing a small slit in the door at Pavayne's eye level. Angel tells him, "Welcome to hell" then turns and walks away with Eve.

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