The other vampires eyed Xander as he carried Cordelia's lifeless body into the underground hangout. "Well well well, what do we have here?" Spike asked with curiosity.

Xander laid her down on top of his bed.

"Replacing Willow so soon?" Spike laughs, "So are you going to kill all of the slayers friends and drag them down here, or just her."

Xander glared at Spike angrily, "This is different."

"How so mate?"

"Her and I were together before I turned, just thought I would show her a better life style." He grins.

* * *

Buffy enters the library. "I heard you were confronted by Spike, Is everyone alright?"

"Yes luckily we had just finished performing a protection spell before spike and his men arrived." Giles says as he straightens his glasses. "Has Angel been able to make anymore contact with spike and confront him?"

"Not that I know of. Angel keeps saying that spike is bad news and not to mess with him, but I can't just stand around while he tries to make a meal out of my friends."

"If anyone knows spike better it should be Angel, maybe you should listen to him." Jenny replies.

"Maybe your right," Buffy says as she looks down at the ground, she then looks up at the two of them. "But that does not mean I am going to run away if I see him." She says angrily as she leaves the library.

Jenny walks over to Giles, "I worry about her, she lacks discipline. An attitude like that is going to get her killed."

Giles looks at Jenny, surprised by her statement. "You're right." He then quickly walks over to the phone.

"Who are you calling?"

"I'm contacting the watcher of Kendra, she holds the discipline that Buffy lacks. She was able to help us with Luke, she can help us with spike." He says hesitantly.

Angel spots Buffy just as she leaves the school. "Buffy." He calls out to her as runs to catch up with her. "I was looking for you. I heard what happened."

"So what brilliant plan do you have now!" she says sarcastically.

"What?"

"I'm tired of waiting! We need to make our move, and not just let them decide all the moves!" Buffy says with frustration and anger.

"I told you to let me handle this."

"I don't see you doing anything about it!"

Angel looks at her angrily. "This is way out of your league Buffy, if you want to be the third tally mark on his list of dead slayers, you just go on ahead." He then turns around and walks off, disappearing into the shadows.

* * *

The next morning after classes ended, Amy enters the library. "Giles?" she calls out. He then walks out from behind a bookshelf, "Over here, just straightening up a few things. Is there something that I can help you with?"

Amy looks at him a bit concerned. "Cordelia never showed for class today. With everything that has happened, I am worried."

Giles looks over at her shocked, "First thing is first, we mustn't jump to conclusions. More than likely she just decided to take the day off from school. Can't say I don't blame her."

"You're right." Amy smiles. And just then Kendra walks into the room. "I got your mezziage." She says with a strong accent.

"I'm glad you could come, sorry to call you on such short notice."

"Where is Buffy, I tinks she is losing all her slayer duties, if she is needing help again. She has gotten sloppy in her strategy."

Giles nods, "She does lack discipline, that is why I was hoping you could help."

"Zis Spike has killed two prior slayers."

"Yes, that's why extra caution is needed.

* * *

Cordelia moans as she begins to wake up, she opens her eyes and is startled by her surroundings, not knowing where she is. Just then Xander walks in with a grin on his face, holding a terrified teenage girl. "Nice to see you're finally awake."

Cordelia grabs her stomach as she moves to the edge of the bed. "Oh." She grumbles in pain.

"I thought you would be hungry, here." He then pushes the girl towards Cordelia.

She smiles as she grabs the girl and quickly bites down. Xander smiles as he watches her. Cordelia drops the girl to the floor and steps over her as she walks to Xander. "That was tasty," she smiles as she begins kissing him. "But I don't see how you expect me to live in this dump!" she gripes.

Xander frowns at the complaint. "You know of a better place?" he asks angrily

An evil grin spreads across her face. "Yes."

As the night falls Xander gathered up his men as they exited the sewers. Drusilla cooed with excitement as they made their way towards the bronze.

"Cover all the exits!" Xander ordered as they reached the outside of the bronze. "No one shall escape." Cordelia wrapped her arms around Xander as he gave out orders. "Mmm, I just love it when you take charge."

Xander and Cordelia enter while the other vampires followed behind and began to flood the room. Spike and Drusilla stood next to them. "I got to hand it to ya mate, this was a great idea, what other place would have so many people." He laughs while he puts his game face on.

"Well, I can't take all the credit." He looks at Cordelia.

Terror fills the crowd as the vampires begin grabbing people and attacking. Xander vamps out and yells out to the crowd, "Escape is impossible, death is here!" he grins.

Angel looks on in horror from outside as he watches the vampires take over the bronze. Knowing he is out numbered, he runs to find Buffy.

Every which way you look, a vampire is attacking or feeding off of someone. Xander looks angrily as he watches someone try to escape through a window. He quickly grabs him by the jacket and pulls him back in. He then grabs his head and does a quick twist and snaps his neck.

Drusilla claps excitedly as she watched the chaos continue.

Even spike joins in on the action as he feeds off a girl, being sure to share with Drusilla.

When things settle down, dead bodies scatter the ground. Cordelia walks gracefully over to Xander, "I told you this would be a good place to live." She smiles.

* * *

Angel slams the library doors open, "Buffy needs to get to the bronze quick, they are attacking the bronze!"

Giles looks at Angel in shock, "oh, god."

"Where's Buffy?"

"I haven't seen her."

Just then Kendra steps out from Giles office, holding a crossbow. "I will take care of zis."

By the time Angel and Kendra make it to the bronze they are two late, they look on through the window as they watch the vampires roam through the bronze, clearing out the dead bodies. "There is nothing we can do here, we betta leave before they spot us."

* * *

By the time Angel and Kendra return to the library the whole group was there with Giles, waiting there. He had called them over to inform them of what was happening. "So nice of you to show." Kendra said sarcastically as she looks at Buffy.

Buffy ignored the statement. "So, what's the plan, we attack?"

"Tis too late, all are dead." Kendra remarks as she sets the crossbow on the table.

"What?" Buffy asked in shock.

Angel explained, "By the time we got there, everyone was dead. Spike and his men killed everyone inside.

Buffy looked down at the ground as her mouth opened with shock.

"I suggest we plan attack, two slayer tis betta than one." Kendra replied.

"No, that's probably what they want you to do. Taking over the bronze is too bold of a move, for them to make without them expecting company." Giles replies.

"Why not attack at sunrise?" Amy suggests. Just then, the lights go out. A gasps lets out as the room had now become pitch dark.

Giles quickly stands up, "Don't worry, I'm sure it's just a short. I'm going to check the circuit breaker.

"I'll come with you." Jenny calls out as she follows Giles out of the library.

Buffy turns to Angel with a sad expression on her face, "I'm sorry about how I acted yesterday. I was way out of line."

Angel smiles, "I just don't want to see you get hurt, I love you."

"Aww, isn't that sweet." Spike says as he stood outside of the library.

Buffy and Kendra quickly snap to attention as they watch spike and his men stand outside of the library doors. "What do you want spike!" Buffy yells

"Meet at the bronze, at midnight tonight."

"And why should we!" Angel growls.

"This is why," spike steps to the side as Xander and another vamp show that they had Jenny and Giles. Giles tries to yell out "Don't do it." But his words just come out as muffled words as his mouth is coverd by the vampire's hand. Buffy begins to walks forward to them, "Nah uh," spike says as he pulls out a dagger and holds it to Giles throat. "Midnight or else!" spike reminds them as he and his men leave with the two.

"Looks like we don't have a choice now." Kendra says after the vampires leave.

"I don't like this, not one bit." Angel says as he crosses his arms.

Buffy quickly walks over to the weapons closet and begins packing her backpack with an ax, stakes, a cross and a small bottle of holy water. "Well, if we are going to go on a suicide mission, we might as well be prepared."

* * *

At the bronze Jenny and Giles sat tied to chairs. "Why does this seem all so familiar?" Jenny says sarcastically. "Why do I always end up being the bait?"

"Well, at least we are together this time." Giles smiles.

"I love you Rupert." Jenny says softly.

Giles looks over at her surprised. That was the first time he had ever heard her say that. He then smiles. "I love you." He says in return.

Just then Xander walks over to the two. "Shut up already! You two are getting on my nerves! If you don't shut up I'll be forced to cut out your voice boxes and mailing them to Buffy!" Cordelia walks over to Xander and kisses him on the cheek. "Calm down, soon we will be able to celebrate and have our self a massacre." She smiles as she shows her true vamp self in front of Jenny and Giles.

The two look on in shock. "It can't be." Giles says softly as he looks at Cordelia. He then shakes his head as he looks down at the ground in disbelieve.

Cordelia kneels down in front of Giles, "Oh, it can be, and guess what?" she says in a perky voice. "You get to be here when all the fun begins and watch all your friends die." She laughs. "What kind of old man is friends with teenagers anyways."

Xander places his arm around her waist. "Come on baby, it is almost time."

* * *

About 30 minutes before midnight, Buffy and Angel reach the outside of the bronze. Surprisingly it seems deserted, until they looked through the window and saw Jenny and Giles tied up to chairs, with gags and blindfolds on sitting in the dark. "There they are." She whispers.

Angel looks around cautiously. "I don't like this, where are all the guards? Something just doesn't feel right."

"I know, but at least we have Kendra as a back up plan." And just then they hear a rustling sound behind them. They both turn quickly to see Amy and oz there.

"What are you doing here?" Buffy whispers angrily. "I thought I told you to stay behind."

"Hey Giles and Jenny are our friends too and we are ready to help." Amy says defensively.

"Plus, you guys are going to need all the help you can get." Oz then looks side to side in a bit of surprise. "Hey, shouldn't someone be guarding the outside?"

Buffy sighs with frustration, "Yes, more than likely it is a trap and we are all going to die." She says sarcastically. "But we don't have time to argue, here." Buffy then hands Oz and Amy a stake. "Better now then never." She says as she motions to go and make way into the bronze.

The four make their way into the bronze, Buffy then takes off her backpack and sets it down next to her as she kneels down and quickly begins to untie Giles while Angel untied Jenny.

"It was stupid of you to come!" Giles says angrily to the group as he rubs his wrists where the ropes rubbed up against them.

"We got to get out of here quickly." Jenny says as Angel finishes untying her.

Just then the lights flicker on, Amy lets out a gasp as she turns around to see a whole group of vampires walk into the room including Spike and Xander. "Looks to me we have some guests that are trying to leave early, that is very rude." He laughs.

Angel looks at spike angrily, "I gave you a chance to leave town, now you are going to have to die." He snarls.

You've got that wrong mate, you are the one that will be dust." He smiles as he puts his game face on and signals for his men to attack.