As the others came awake after being tossed every which way, they saw Illyria in all of her horrible tentacled glory. She was a massive monster and looked just like the photo Wesley had shown most of the others at Wolfram & Hart. She was laughing menacingly as she swung her tentacles and claws all over the cave as she was too large to properly fit and every time she hit something, parts of the ceiling came down. She was getting a feel for her old body again and by the laughing, one could tell she loved it. Willow was the only one that was unscathed and she was ready to take out Illyria. The slayers scrambled to their feet and took flanking positions. Buffy's arm and leg were hurt so with Angel's help, she scrambled back toward Willow.

Even though they had Illyria on their side now, the SP's also knew that their dimension had made Willow remarkably stronger than she ever had been before even as Dark Willow. If anyone could take down Illyria, it was Willow. And boy was Willow ready. She was pissed to high hell for Illyria's betrayal. Just as Willow was about to conjure up something to knock Illyria over, a bright light appeared to glow from the corner which got everyone's attention.

"What is that?" Illyria asked in her warped voice.

"Well that my dear is our power source that is how we are able to exist all these eons." One of the SP's explained.

"And what would happen if I put one of my appendages into it? Would it make me stronger?" She said as the SP's exchanged uneasy glances.

"Well yes but...."

"But what?"

"The power source was created to keep us in the power."

"I see...you think just because I returned to my original body, I would stay here and take orders from you. When I was all powerful-you-Wolf, Ram, & Hart were nothing but meager shrimp in a sea of Gods. So no I will not be taking any orders from you. You made me see that if this is to work out, you will be taking orders from me. This dimension and every other will be mine in time. Including earth. I'm an Old One, you are nothing." She said commandingly.

The SP's were at that point wondering if they had made the right choice. An Old One with full strength would not be following their orders and commands. So the only chance they had was to sweeten the deal. Surely, she wouldn't say no to their proposition.

"Alright Illyria, you win. You can use the power source to strengthen yourself as long as we can come to an agreement. You can have any dimension you want but we get earth. It's been a long time battle of good vs evil and it only makes sense that the original players win the game. What do you say?" The second SP said.

"What do I say? Hmmm....what do I say?" Illyria tapped what must have been her chin with a claw.

Suddenly without any warning, she thrust three of her tentacles into the power source that kept the SP's alive or whatever version of it while at the same time she harpooned all three of them with her claws where they couldn't move. Using the motion of suction she sucked their energy back into the power source as they screamed and tried to get away. The robed figures meanwhile, tried to intercept as the slayers and Willow started to roast them in place.

As the Senior Partners started to disintegrate before everyone's eyes, the power source was overloading and light was shooting every which way. The ground started to shake as a roar of cataclysmic proportions emanated from the power source.

"We have to get out of here!" Buffy yelled at everyone as Angel grabbed Lorne again.

"This dimension is about to self-destruct if we don't get out of here, we will be trapped in the blast zone!" Faith yelled back.

"Willow, quick create a portal and get us out of here....NOW!" Buffy screamed toward her as she struggled to keep steady. The shaking was the worst she's ever felt as Buffy and the rest of the gang tried to put themselves as far from the blast zone as possible.

Meanwhile back at base and everywhere else in LA and surrounding areas, the ground started shaking suddenly and intensely. Connor, who was just walking out of a building at Stanford that held a few of his classes, was all but thrown to the ground by the immense shock of the first jolt. He heard students screaming as cracks formed in the earth and he had to roll over one himself. He dug out his base phone and with shaking hands, pressed the button for Dawn. There was one ring and she picked up and the next thing he heard was her shrieking and thumping noises all around.

"Dawn! Dawn! Can you hear me?" Connor all but shouted into the phone over the cacophony of the rumbling around him.

"Connor??!! Oh my God! What's happening? I---". She didn't finish the sentence before she shrieked again and more thumping was heard. She sounded out of breath and like she was running or scrambling somewhere.

"Hang in there, Dawn! I'm coming!" He yelled into the phone.

"No Connor! You can't drive in this! You'll get killed!"

"Well I can't stay here either, the buildings aren't stable, and I'll take my chances on the road and at the base!" Just then an earth shuttering roar was heard on both ends of the line.

"What the hell is that??" Dawn screamed.

"Just stay somewhere safe, I'm coming!"

Connor yelled over the roar and disconnected the phone as he zigzagged towards his car in the parking lot where it stood near brush and other then some busted windows, was completely intact. A lot of the cars were already overturned and he had to get on the road before the same happened to his. He jumped into his car and turned on the ignition. All of a sudden a lot of his pre-fake memories kicked into his head and his hands stopped shaking. He knew he could do this.

He peeled out of the parking lot being careful not to run anyone over and then drove toward the base at a speed slightly above normal not to overturn his car because the ground continued to shake. Was this the big one the USGS had been talking about for years? Or was all hell breaking loose in that dimension his father and the others were in? He had no way of knowing. It took him a lot longer to reach the base and by that time the main shaking had stopped but there were aftershocks and they were just as powerful as the original super shaker.

The rocks and boulders surrounding the base had shaken loose and were blocking the entrance to it, so he parked right outside and sprinted over the rocks. He looked right and left until he saw Dawn lying in front of the library. All of the buildings seemed to be intact but that didn't mean anything. He ran to Dawn and jumped at her, pushing her out of the way of a small tree that would have crushed her had she stayed where she lay.

"You-you saved my life." She said breathlessly.

"Are you alright?" He asked also breathless.

"I suppose. I'm glad the buildings and foundations of the base are built to withstand a 10.0 earthquake. I have no clue what that was though. The library building itself seems in one piece." She said, trying to catch her breath before she got vertigo.

"Then what was that thumping sound I heard on the phone?" Connor asked.

"The building might be secured but the library is so overflowing with books that I was dodging them as I ran out of there. I nearly didn't make it as a heavy bookcase fell and missed my ankle by like a few inches." She shuddered at the memory.

"Well I'm glad you are ok. Where do we go now?" He asked her looking around for a safe haven before the next aftershock hit.

"Back to Buffy's house, that'll be the best place. The others are either in the dorm or Fred and Wes' house."

"Let's go then."

They got up and Connor helped Dawn she limped at the fastest pace she could toward the house and they went into the living room and sat down just as the next aftershock from hell hit. Connor put Dawn's foot up on the coffee table and looked at her ankle, it was bruised but that's about it. He stumbled toward the kitchen and got her an ice pack. He came back with a towel and the ice pack and placed it gently on her ankle. She lay against the couch and sighed.

"Do you think they are alright?" Dawn asked Connor. He didn't need a translation to understand who she was speaking of.

"I think they have a lot of muscle/power on their side and I think if anyone can rescue Lorne and do some damage to the Senior Partners, it's them." Connor tried to sound more confident then he felt.

Meanwhile, down in the hell dimension, the shockwave from the by now fully disintegrated SP's was inching closer toward the gang and Willow's attempt at opening the portal was failing each time.

"Come on Will! Come on!" Buffy said nervously as she looked toward the explosion rocketing their way.

Just then a figure appeared from the bright light coming at them; Illyria had transformed back into the shell of Fred as everyone watched in absolute amazement. Monster Illyria was gone. Just before the brighter than the sun shockwave enveloped all of them and they braced, Buffy looked at Illyria and asked her; she had to know:

"You could have had what you always wanted, your old home and body back; the last surviving Old One. Why did you destroy it all?" Illyria looked Buffy straight in the eyes and said:

"Because it was the right thing to do." And all went white.

To be continued.....