On a near by street in an ally, Luke is there, feeding off of a young girl. When he finishes he notices Willow standing there. "Didn't expect to see you so soon."

" I would have come sooner, but I had some unfinished business to take care of." She smiles.

"We share something in common now, we both want something. I want the slayer and her friends dead, and you are my key to doing so."

"Do what you want with the slayer and them, on one condition, you leave Xander to me, I want him for myself."

Luke looks at her, a bit surprised. "You have much to learn." He then leads her to the sewers where he once hid with Darla, the master and the rest of the vamps before Buffy had killed him.

In the underground hideout, many other vampires are there, Luke being the head vamp.

Willow sighs. "I guess this place will do for now."

* * *

At the Library

Giles, Jenny and Angel are there, exchanging what they know on the vamp Luke when Buffy Xander and Cordelia walk into the library, sorrow filling their faces.

Giles looks at them with concern. "What wrong?"

Buffy finally manages to speak up, "Willow's dead." She says as the tears begin pouring down her face.

Buffy sits down at the near by table, Xander and Cordelia following.

Xander shakes his head in disbelief. "I can't believe this is actually happening." Tears run down his face, he sets his elbow on the table and hides his face in his hands as he breaks down.

"This all just seems like a bad dream, I keep waiting to wake up." It is almost impossible to understand what she is saying since she is crying so hard.

Angel wraps his arm around Buffy as she leans her head on his chest, soaking his shirt with her tears. With his right hand he begins stroking her hair gently, trying to soothe her.

Giles stands there in shock, still trying to soak in what he has just been told. Jenny then asks softly if he would drive her home. Giles looks at her, and sees the same pain he is feeling in her eyes. Giles nods his head. He then mumbles to the group, "I'll be back in a minute." As he then, escorts Jenny to his car.

Cordelia then ask with concern, "What is going to happen to Willow." She says looking up at Angel. "Isn't their any way she can become good, like you?

Angel looks at Cordy, surprised by the question. "I don't think so." He said sadly, still holding Buffy in his arms.

"I just can't listen to this right now!" Xander says upsettingly, as he finally stands up from his chair and runs out of the room, Cordelia quickly chases after him.

Buffy wipes her face and is about ready to go after Xander. Angel grabs Buffy's arm. "No, let him go, he needs some time to himself right now."

Buffy leans into him again as he puts his arms around her. "This is all my fault, I shouldn't have let her walk home alone at night." Buffy says whimpering.

Angel then turns Buffy's face towards him gently as he looks her straight in the eye, "No, don't you say that, you couldn't have known. If you want to blame someone, blame the monster that did this to her." He says in a serious, stern voice.

* * *

Later ….

Angel walks Buffy to her house. Walking side by side.

As they reach her house she looks at him sadly and says, "Well, this is my stop."

"Are you sure you don't want me to stay with you a little longer." Angel asks with concern.

Thinking about it for a little bit, she finally nods her head yes, for him to stay. Knowing that her mom was still at work, she leads Angel up to her room. There they sit together on the end of the bed, Angel comforts her, and holds her while her tears stream down, until she finally manages to fall a sleep. Being careful not to wake her, he softly lays her down on her bed and kisses her on the forehead before leaving through her bedroom window.

* * *

The next day

The doorbell rings and Joyce answers the door. "Hello Rupert, Come in." she says, unaware of what has happened. "What brings you here?" "I just need too talk to Buffy for a moment." He says while fixing his glasses.

Joyce shows him where her room is, as she then heads back down the stairs, Giles opens the door slowly, as he sees Buffy sitting on the edge of her bed with a blank look. He walks over to her and sits down next to her.

"I know that we have all been through a lot, and that's why I think it would be best to take a few days off from patrolling." He says with concern.

Buffy looks up at Giles, surprised at what he is saying. "But Luke." she says softly, "I have to stop him before he hurts anyone else. She says, still with a blank stare, still in a bit of a daze after all that happens.

Thinking that it would be best to let her have some time to herself, he then stands up and leaves her room, closing the door behind him.

* * *

At Xander's house

Cordelia and Xander are both sitting on the couch; Cordelia has her head resting on his shoulder.

Xander's mom walks into the living room and asks, "Can I get you kids anything to drink?" she says with a smile.

The two softly shake their heads no. Xander's mom then heads back to the kitchen; just as she is about to finish washing the dishes she hears a soft knock at the door. As she opens the door she sees Willow standing there.

"Hello Mrs. Harris, Is Xander home?" she asks innocently with a smile.

"Oh hi Willow, come on in. Xander will be so happy to see you. He has been so depressed lately." She says as she heads back to the sink to finish washing the dishes.

"That's a shame. But I bet I know how to cheer him up." She's says with an evil grin. Before Xander's mother even has a chance to know what is going on, Willow walks up behind her and twists her head. Breaking her neck with a quick snap. Her body falls limply to the floor. Willow drags the body to the broom closet.

In the living room….

Cordelia stands up off the couch and says, "I'd better call my parents and let them know where I am."

"The phone is in the kitchen." Xander replies, not even looking at her.

Cordelia walks into the kitchen and sees the phone on the counter, just as she is about to pick it up she is grabbed from behind. Willow holds on to Cordelia while covering her mouth with her other hand. "Hello Cordelia, fancy seeing you here. Willow then pushes her to the floor. Cordelia begins to cry with panic.

"Aww, whats wrong? Daddy's little girl get a boo boo?" Willow says with a pout.

Cordelia gets up and tries to run but is quickly backhanded by willow, Cordelia falls, hitting her head on the edge of the table before hitting the floor, causing her to black out.

Willow rolls her eyes. "That was too easy."

Xander, still sitting on the couch, not aware of what has happened, yells out to Cordelia. "Haven't you finished making your call yet?" Just then, out of the corner of his eye he sees willow enter the room. Xander quickly jumps to his feet, surprised by the red heads presence. "How did you get in here, I didn't invite you in?" he says with shock.

"I have my ways," she smiles as she drags her fingers across the wall, walking closer to him.

"Cordelia, what did you do to her?"

"Oh, don't worry about her, she'll be fine; but I can't say the same for you." Willow morphs to her vamp face and punches Xander in the face. Xander stumbles back a bit. Willow moves in closer. "Why must you resist, this would be so much easier if you'd stop struggling." She says innocently.

Xander quickly runs out of the living room, through the kitchen, about ready to run through the back door, when he sees Cordelia, lying on the floor unconscious. Xander quickly kneels to her side, he shakes her shoulders a bit, trying to wake her. "Come on Cordelia wake up, we got to get out of here!" he pleads. Just then he is kicked in the face by willow, Xander hits his head on the hard kitchen floor. Before Xander can yell out from the pain, Willow jumps up on top of him, straddling him.

"Now, this will only hurt for a second." Willow says as she moves in closer to his neck. Just then the door flies open, Luke stands there angrily. "Hi, Lukey, come in, your just in time for the fun." She says excitedly, still on the floor, straddling Xander, pinning his arms to the floor.

"You know what you are supposed to be doing, you're supposed to be helping me bring down the slayer, and instead you insist on messing with this boy?!"

"What, I can't have a toy?" she pouts.

"Finish up here, then we have worked to do."

Luke leaves the house

"He's no fun, Now, where were we… Oh yes," Willow then without wasting anymore time quickly begin draining Xander of his blood as he yells out in pain, still squirming, trying to escape her grip. He can feel himself become weaker.

And just as she could feel his heart begin to slow down, she makes a cut on her left arm with her fingernail, and drips her blood in his mouth.

Xander spits the blood out of his mouth. "Go to hell." He says in a raspy weak voice.

Willow then shoves her cut arm on his mouth, and forces him to drink. She then picks up his now flimsy lifeless body, and carries him out of the house and through the graveyard, until she reaches the hide out. Inside the sewers, she places Xander on an old couch.

"Be seeing you soon my love." She smiles at him as she turns to leave.

* * *

Back at Xander's house

Cordelia slowly begins to open her eyes as she begins to come to, she grabs onto the counter for support as she tries to pull herself up. "My head, ow" She whimpers as she places her hand on her head rubbing the huge bump. She manages to stumble out of the kitchen, and some how manages to make it to the living room, still in a bit of a daze. She then looks around, "Xander? Where are you?" She says in a whiney voice. She goes back into the kitchen to use the phone and call Giles. And when she walks back in, that's when she notices it. The huge stained covered tiles in the kitchen. Realizing what has happened, she yells out. "Xander? Xander! No!" She cries as she falls to her knees near the blood stained area. "Not you too Xander." Her eyes water as she comes to the harsh realization that he is gone.

* * *

In the graveyard

Buffy and Angel walk side-by-side holding hands.

"Thanks for coming with me" she smiles.

"It's the lease I could do." He replies, giving her hand a gentle squeeze.

Angel then suddenly stops and stands still as his ears perk up

"What is it Angel?" She says with concern.

"I hear something up." Angel walks slowly up ahead. As they inch forward, they could see vamp willow and Luke, walking side by side with some other vampires.

"Willow." Buffy whispers as she sees her dead friend walking with her sworn enemy.

Angel motions to her that they better leave. But just then, a vampire hits Angel from behind. Buffy quickly goes into slayer mode, and does a jump kick into the vampire's face, causing him to fly backwards into a tombstone.

More vampires start to show up to join in. Angel vamps out as he starts attacking the vampires with all his strength. Buffy snaps off a tree branch and jabs it into the chest of one of the vamps, causing him to burst into a cloud of dust. Buffy, seeing angel was a bit out numbered, quickly runs over and tackles one of the vampires that was on Angel's back. And Jabs him in the chest with the stake.

By this time the vampires begin to back off. That's when Luke comes walking up, Willow by his side smiling. "Impressive, but not impressive enough to defeat me."

"We'll see about that." Buffy says, looking at him angrily.

"It's been a long time slayer, I have been waiting for this." Luke then lunges at her, Buffy dodges him as she then does a round house and kicks him in the face. Luke stumbles back a bit but fires back by back handing her across the face. Buffy's emotions get to her as she angrily charges Luke with the stake, yelling out, "You killed my best friend!" But Luke easily grabs her wrist and twists it. Buffy yelps in pain as she drops the stake to the ground.

Luke then jabs her stomach. Buffy falls to the ground, grabbing at her stomach as it throbs in pain. But before she can even try to stand up again Luke quickly pins her to the ground.

Angel tries to jump in to help her but is then attacked by vamp Willow. "Now now, theirs no need for that. Boss wants Buffy dead, and whatever Lukey wants, he gets." She smiles."

Angrily, Angel says, "Step a side willow. Or I'll…"

"Or you'll what? You wouldn't hurt poor defenseless Willow would you?" Makes a pouting face.

" I don't want to hurt you." Angel admits.

"But I want to hurt you." Willow then snarls as she swipes her hand across Angel's face, leaving bloody claw marks on his cheek. She smiles with great satisfaction. "Come on Angel, I want to play."

Luke leans into Buffy, "I've always wanted to taste a slayer, and you cheated me out of that last time." Buffy, still pinned to the ground by Luke, squirms wildly as she tries to escape his grip. Luke then presses his mouth on Buffy's neck.

" NO!!" Angel yells out as he pushes Willow out of the way, Willow quickly grabs Angel's arm, trying to keep him from stopping Luke. But angel quickly flings his arm sharply with all his might, causing her to fly backwards, into a tombstone, breaking it in half. He quickly runs to Buffy's aid throwing Luke off of her. "Don't you touch her!" he snarls barring his fangs.

Luke chuckles. "The slayers protector." Looks deeply at Buffy, "I'll be back when your bodyguard isn't here." Luke look's at Angel and growls angrily at him before walking away.

Willow struggles to her feet and quickly catches up with Luke. And what's left of his vampire minions follow close behind.

Buffy watches them walk away, till they disappear. Still holding her bleeding neck.

" Are you okay? Angel asks with great concern, looking at her neck.

" I'll live" Buffy forces a smile.

* * *

In the Library

Giles watches Jenny as she sips at her coffee, admiring her deeply. He finally gets up the courage to ask her what he has wanted to ask her for so long. "Jenny, I know we have known each other for some time, but there is something I wanted to ask you."

"What is it Rupert?" she sets down her coffee and looks at him with concern.

"I know that it has been pretty upsetting the last couple of days, with everything that has happened, and I thought you could use some enjoyment. Jenny, would you, would you care to join me for dinner some time at my place?" he asks shyly.

A smile spreads across her face. "I'd like that"

"Great." He smiles with delight.

The two look lovingly into each other's eyes.

Just then, Cordelia comes stumbling into the library. Mascara running down her face, tears filling her eyes, crying hysterically. "They got Xander!!! They got Xander!!"