Story Notes:

I started writing this during season 1 of The Walking Dead (so it's been a good few years of dawdling on my part) but since then there's actually been a challenge issued here on EF with a similar idea – I was pretty surprised by some of the parallels! However, it's not exactly the same, and as I'd been working on this for a while before I saw the challenge, I've decided not to post it as a challenge response. I hope that the person who issued the challenge is alright with my decision, and I thought I'd better point it out in case anyone was wondering.

Also, this isn't a crossover with TWD, but definitely takes inspiration from the show, so credit to the creators.


Rated for gore and adult language.

Chapter Notes:

Thank you to my beta, the fabulous The_Moonmoth!


Chapter 1 - What Lies Ahead

On the morning of September 29th, 1999, Bill Brentwood died with his mouth hanging open like the Lincoln Tunnel and his face completely drained of its usual color.

His wife, Judy Brentwood had been holding vigil at his bedside since the night before. When Bill's final breath rattled out of him, the doctor put a consoling hand on Judy's shoulder and shook his head gently. He didn't know what to tell the woman, and she didn't know what to say in return. Bill's illness had been sudden, aggressive and inexplicable. His body temperature had sky-rocketed at 8pm on September 28th, and by 10pm he was writhing and almost mad with an agony that even morphine hadn't been able to dull. By midnight he had been unconscious, though his body tremored with occasional seizures, and by 8 o'clock the following morning he was gray and slick and dead.

Twenty four hours before his death, Bill had been a picture of health, turning back at the end of the garden path to wave at his wife before swinging in behind the wheel of his black Sedan. Bill and Judy had been married for twenty six years, and every morning she had waved him off to work at 8 o'clock. He worked, she believed, as a laboratory assistant for a cosmetics company based in Sunnydale, California. In fact, if anyone had been interested enough, they would have been able to find a number of written records showing this to be true.

But the records were false. The cosmetics company did not exist and neither did Bill Brentwood's job. In reality, Bill was a lab assistant for a top secret branch of the military, and he had been since he was twenty four years old. He had lasted this long as an employee by asking no questions and maintaining his cover story for the wife. The project that he was assigned to, though he didn't know it, was code-named "Operation Phoenix" and he had been working on this particular project for the last year and a half. The scientists in Bill's unit were working on developing a virus that would change the face of modern warfare and put the United States leagues ahead of the rest.

But, all of this information can now be firmly filed in a box folder titled 'Before'. Because all of this was before the events of September 28th, which led to Bill's death on September 29th.

Just lately, Bill had been suffering a touch of arthritis in his right hand, and on that particular morning - the morning of the 28th - it was worse than usual. Perhaps it was the cooler fall air, or the fact that Judy had requested that he cook dinner last night as she'd had their grown-up daughter on the phone and didn't want to cut the call short. Either way, Bill was several hours in to his delicate work of cell transfers, with a line of petri dishes queued up before him, when a spasm of arthritic pain caused him to drop the one that he'd been holding and send it smearing down his pant leg.

"Oh shit," he groused, plucking the upturned dish off of his rubber shoe. Rick Douglas, who was working on the bench opposite, looked up and grimaced at the sticky trail down the leg of Bill's protective body suit.

"Bummer," he said. "Looks like it's another decontamination shower for you, Brentwood."

Bill made a face, putting the dish back in line. "It's almost lunch-" he started, but Douglas cut him off.

"Rules are rules," he said, setting his own dish down with a sigh. He glanced at the clock, seeing that it really was almost lunch, and then he pulled a lid down over his queue of petri dishes. "Right," he said. "That's me until 1 o'clock. I'm dying for one of those foot-long sandwiches the cafeteria's been putting out lately." He gave Bill a mock salute. "Tough break, Brentwood."

Bill groused, watching Douglas saunter off and then, when the door slid shut, he unzipped his protective suit and peeled it off. "I can make quick work of this," he muttered, tossing the suit into the decontamination chamber and sliding the door shut. I mean, theoretically - yes - lab assistants were supposed to go into the decontaminaton chamber with their suits, but what harm could it do, just this once? Bill had been working in this particular lab for more than a year and he'd never seen his petri dishes do anything even mildly sinister. He didn't know, after all, what Operation Phoenix was really trying to achieve. He was just a lab assistant who flew under the radar by keeping his questions to himself.

Still, by 11:58 a.m. on September 28th, 1999, Bill Brentwood was infected. At 12 o'clock he passed the infection on to Horace King, a security guard on the fourth floor. At five minutes after twelve he infected Stacey Cotton, who stood before him in the cafeteria line with her hands folded protectively over the baby she'd found out about the day before. By half past 12 Bill had infected more than half of the people in the cafeteria. By 1pm he'd gotten Rick Douglas, and at 5 o'clock that evening he and Douglas were both complaining of slight headaches.

At 8pm Judy Brentwood drove her husband to the hospital, ignoring the lights at the last intersection before Sunnydale Memorial and almost causing a three car pile-up. And by 8 o'clock the next morning, Bill Brentwood was gray and slick and dead, with his mouth hanging open like the Lincoln tunnel.

"I'm sorry," the doctor said, with his hand on Judy's shoulder. "I wish we could do something now, Mrs. Brentwood, but I'm afraid I won't be able to tell you anything concrete until after the postmorten."

Judy Brentwood nodded, and asked for some time alone with her husband. The doctor said that she could take as long as she needed, and shut the door behind him.

Twenty minutes later, Bill gave a rattling breath, much like his last, and Judy looked up with great surprise.

"Bill?" she asked, patting her wet cheeks anxiously as she got up and went quickly to his bedside. Bill's breath hissed out of him as he lurched upright again, and he peered around the room with eyes that seemed fogged-over. "Billy?" Judy Brentwood tried, and this time his cloudy eyes turned on her. His face, still slumped and gray, registered no recognition and Judy gasped, backing up slightly as he pushed himself up off the bed.

Thirty seconds later, Bill Brentwood had his first meal after death, and Judy Brentwood became the very first in a new breed of monster.

For a short while after the virus was released, the illness became known as the Brentwood Infection; those afflicted known as Billies. Then, over time, those left came up with their own names: walkers, crazies, no-brainers, biters. And after even more time, when a quiet desolation had stolen across the country, they were known as nothing at all.


"So," Spike drawled, running his hand down over his firm, denim-clad thigh. "You let Parker take a poke, huh? Didn't seem like you knew each other very well! Tell me," he added snidely, looking altogether too smug for Buffy's liking. "Just what exactly does it take to pry apart the Slayer's dimpled knees?"

"You're a pig, Spike," she grit out, narrowing her eyes to a tight glare, her vision blurring with embarrassed tears. She was blind for a moment, and then she blinked. Her eyes caught on something over his shoulder and she sprang back to her feet, finding her center. "Behind you," she said, her tone off-hand.

Spike spun and saw them coming. Three of them lurched forward in a line like a trio of drunken freshman. Two were dressed in hospital scrubs and one was wearing a ragged mauve dress. "Wha's that?" Spike asked stupidly, taken off-guard by their intruders and, apparently, miffed at the interruption they posed.

"How should I know?" Buffy bit out, clenching her raised fists and resolutely refusing to glance his way again. "I don't like the look of it though. Spike," she added. "You and I - this - it's on pause."

He rounded on her quickly, looking outraged. "Pause?" he repeated, like she'd just called his mother a bad name. "Bloody hell, you've got a nerve Slayer! I was getting ready to deal the death blow-"

"Well, you can deal it after," Buffy emphasized fiercely, giving him a shove away from her. Then she turned to the approaching baddies and raised her voice. "Hey!" She called out. "You! Who are you?"

The creatures said nothing, but kept on coming, their feet dragging along over the concrete and their slathering jaws hanging open. As they got closer, Buffy began to notice the smell.

"Oh, bloody-" Spike clamped a hand over his nose. "They stink somethin' rotten," he said.

Buffy rolled her eyes at him, "You don't even need to breathe," she said. Then she rounded on the creatures to bark out a warning. "One last chance," she said. "Tell me who you are and what you want, or you're going to find out why they call me The Slayer."

"Layer," Spike corrected snidely, leaning back against the nearest wall to watch the upcoming fight. Maybe he was hoping one of them would get a few good licks in before Buffy sorted them out. He had his arms crossed and was leaning nonchalantly against the wall when the nearest creature turned in his direction. This one looked vaguely female and it growled slightly, before setting its course on him. "Hey!" Spike said, sending a foot out to keep the slobbering thing back. "I'm on your bloody side, you stupid bint. Go take a bite out of the Slayer, you have my warmest well-wishes."

The creature didn't seem to hear or comprehend him. Its fingers fastened on Spike's arm and then it lurched forward again, taking a sudden and unexpected bite out of his wrist.

"Ow!" Spike protested loudly, battering the thing over the head until it unclenched its jaws, and then he gripped his bleeding wrist, glaring over at the Slayer. "Bloody thing bit me!" He said. But Buffy was holding off two of her own biters, and as she glanced at him, Spike relented and went over to help her.

They fell into position; Buffy covering the right-hand side of the field and Spike covering the left.

"What the hell are they?" Spike shot from the corner of his mouth, watching Buffy shove a stake into the chest of one. The wound sputtered and oozed, but the creature didn't even seem to feel it. "Sodding hell," Spike added, clobbering the other over the head, hoping to knock it out.

"I don't know what they are," Buffy said. "They don't seem to feel pain, though." She staked hers a second and third time, and then seemed to give up, falling a bit behind him so that she could catch her breath. Spike shielded her while she gripped her knees, and he clobbered both of the creatures back a bit. Then the third - the female - stumbled over and joined the fray and the Slayer came forward again, wiping her bloody stake off onto her pants. She smacked her fist into the female's jaw and its head snapped back so that it was bent off at a strange angle - but still it came forward again.

Inspired, Spike gripped the head of one of the others and twisted - pulling it clean off. The body dropped with a thump, but the head between his hands continued to growl and gnash its teeth. "Agh!" Spike yelled, dropping the head and stamping firmly on top of it with one of his Doc Martins.

The skull caved with a crunch and Buffy looked up, wrinkling her nose delicately at Spike's blood-spattered boot. "Dead?" She asked.

Spike looked down at the curdled mass of brains and splintered skull and he nodded. "Dead," he said. "Gotta squash the brains."

"Great," Buffy said, "Of course. Just my luck."

With a burst of speed, she brought her stake down into the head of the female creature and it gurgled. She wrenched the point out, and then stamped it down again for good measure. The thing dropped down dead, and Buffy and Spike both turned to the final creature.

"Right," Spike said.

"Let's keep this short and sweet."

They advanced as one, and Spike grabbed the thing, holding its head in a vice-like grip while Buffy staked it in the eye. She twisted the point of her stake in deep, before wrenching it clean out again and watching the thing plummet like a stone when Spike released his hold. She stared down at the dead monster, then shivered, dropping her stake with a heebie-jeebie grunt.

"Guhh," she said, looking down at her hands which were smeared red and black with blood. "That was..."

Spike was examining his bitten wrist, turning it over. The wound was beginning to heal, but not half as quickly as Buffy's stake to chest had done. "This thing's different," he said, wrinkling his brows. Then he shrugged, dropping his coat sleeve back over it. "Well," he said. "I'll live. Where were we?"

Buffy turned on Spike then, looking oddly surprised. "I... Umm, I don't have time now," she said, causing Spike to grunt with outrage at the implication that he was little more than an inconvenience to her.

"Don't have time," he repeated, "You think I'm a pup you can toss aside? We were in a fight to the death, in case you've forgotten!"

Buffy looked frustrated, "I understand that, Spike. But-"

"No," he said, "Understand this."

He swung a fist at her jaw and it connected, catching her by surprise. Buffy staggered backwards, but managed to successfully block his second hit. "Spike," she protested, throwing her hands up to protect her face. "I'm serious! I'm sorry if it hurts your demony pride but those... biters have given me the wiggins. I've gotta check in with Giles."

Spike swung for her again, meeting another hard block. "I don't give a damn about those things!" He snapped, shoving her back. "I've been digging for the gem for weeks, Slayer! Give me my sodding... Moment!"

Buffy grimaced, holding her battered jaw. "Oh," she sighed, eventually. "Alright. Give me an hour or two and we'll have the showdown you're after. But, FYI Spike, having the ring isn't exactly playing fair."

"I'm not lookin' to play 'fair' this semester," he said darkly.

"Well, it's pretty bad form, but whatever. Tonight. When the sun goes down, I'll be here for the real fight. That should be enough time for me to fill Giles in on..." she gestured at the grisly corpses.

"Fine," Spike said reluctantly. "Tonight at sundown. But I'm warnin' you Summers, if you don't show..."

"What?" Buffy asked, prompting his threat with an arched brow, suddenly interested.

Spike frowned. "Well," he said. "I know where you live. If you don't show, your mum and the nib are gonna get it."

Buffy fought the urge to laugh at that. She could just imagine Spike's abashed expression if Joyce were to set upon him with her withering glare. He wouldn't hurt Joyce or Dawn, though she supposed it wouldn't be particularly sensible to let him know that she knew it. "Okay," she said. "I guess I'd better be here then, or my poor mom'll be dinner, right?"

Spike narrowed his gaze. "Push your luck," he encouraged her darkly.

Buffy rolled her own eyes, looked down at her bloody and discarded stake one last time, then turned on her heel and departed.


"Buffy!" Giles said, standing up when she came in through the open front door. She was spattered in blood from head to toe and looked like she'd been dragged through a hedge backwards. "Spike?" he inquired anxiously, looking her over covertly for injuries.

"No," Buffy said. "Well, actually, technically speaking - yes. But we haven't had our proper fight yet. This was just a warm-up."

Giles raised his eyes in concern. "So he has the gem?"

"Yes," Buffy said. "But we'll worry about that later. There's something else." She pulled out one of his chairs to sit down, but at her Watcher's look she faltered. "Uhh..." she said hesitantly, "Do you want me to sit on newspaper or something?"

She'd been halfway joking, but Giles looked impressed by the idea and he came back into the room a moment later with a stack of old papers. "Here," he said, setting them down. Buffy sat on top of them with a glower.

"Thanks," she said drily.

"So," Giles prompted. "You fought something else after Spike? Or before Spike?"

"Try with Spike," Buffy supplied. She winced at Giles's look. "Sorry," she added. "I know my teaming up with him is not ideal, but it was sort of unavoidable this time. These creatures turned up during our fight, and we- well-"

"What were they?"

Buffy shivered again, hugging herself tightly against a sudden chill. "They looked sort of like people-" she started, and she proceeded to describe the creatures in detail, watching Giles' lips turn down as she explained the method that she and Spike had found to kill them.

"Destroy the head," Giles said, noting it down in a pocket book as if it were something he might forget.

"Squash the brain," Buffy agreed. "That's what Spike said."

"And did Spike have any notion of what these creatures might be?" Giles asked, sounding almost hopeful.

Buffy shook her head. "No, he was just as clueless. One of 'em took a good bite out of his wrist, too."

"Even with the gem?"


"Well," Giles said, pinching the bridge of his nose, "That's unsettling."

"So, that's everything." Buffy reported, quirking a smile. "Maybe we'll get lucky and those three will turn out to be a one-off kind of a thing."

"Mm, maybe," Giles said, his mind already appearing to be working a mile-a-minute.

"I'd better get a quick patrol in before my fight with Spike," Buffy said, glancing at the clock. "There are still a few hours until sundown, but these things seem as impervious to sunlight as Spike currently is."

"That sounds very wise," Giles agreed. Then he looked up from his notebook having clocked her last statement. "Excuse me," he said. "Your 'fight with Spike'? You have something prearranged?"

"Yeah," Buffy said off-handedly. "He got all wounded when I suggested that dealing with the biters was more important so I agreed to meet him at sun down for our big finale."

"And you didn't think it might be important to mention this before now?" Giles sputtered.

"What?" Buffy asked, surprised. "Please, Giles, it's no big deal. It's Spike."

"Yes, a Spike who's impervious to sunlight and to the Slayer's stake. Need I remind you that he's done away with two Slayers in far less favorable circumstances?"

Buffy shrugged again. For some reason she couldn't make herself feel nervous about the fight. Perhaps it was because she could conjure up the mental image of Spike bent double over a mug of hot chocolate, weeping about his ex in her own mother's sympathetic company. Perhaps it was just because she'd known him for too long. Hey, maybe she had gotten complacent. She supposed she'd find out tonight.

"Giles, I've gotta go, but I'll swing by after the fight with Spike and let you know how it all turns out. Remember, if you see a biter, a good old fashioned blow to the head will do it." She stood up, newspaper sticking to her bloody clothes. "Oh," she said, looking down at herself and remembering. "I should probably shower, huh?”


Buffy walked the streets of Sunnydale slowly, seeing that nothing much had changed. People sipped afternoon lattes at the Espresso Pump, talking about their spouses and the weather. Moviegoers ambled in and out of the theater, tossing empty popcorn tubs into the trash. Cars wheeled past and groups of children catcalled loudly from the park like wild things. It looked, for all intents and purposes, like any other day in late September. Still, Buffy's Slayer tinglies were in overdrive, and she didn't know why. Something... was off.

Feeling suspicious, Buffy returned to the spot where she and Spike had fought the creatures earlier. Despite not having looked like 'melty' types, the three corpses were gone and there was no evidence of the copious amounts of blood that had been spilled, either. Buffy couldn't imagine that Spike had returned to perform the clean-up, but if not the grouchy vampire, then who?

This was the question that unsettled Buffy somewhat, and she shivered, cupping her elbows protectively, then turning away.

Buffy walked toward one of the town's many cemeteries, and she took a moment to think about her upcoming fight with the Slayer of Slayers. Was it wrong that she was more worried about their mystery monsters than the notorious vampire? She expected he'd be all kinds of offended if he knew. She imagined Giles would be wearing his glasses thin with the sleeve of his shirt, too. But still, she couldn't help it. Spike, she supposed, would at least give her a fight - and a fight came coupled with a shot at winning. The same could not be said for many other creatures of the night, the new biters included.

The cemetery looked different in the daylight. Less... menacing, she supposed. But no, that wasn't it. She'd grown used to places like this over the years, and she saw graveyards as the workplace. She'd only ever paid daytime visits in order to attend funerals, so it wasn't surprising that the sunlit gravestones caused a flutter of anxiety in her stomach. She didn't like patrolling in the day, no sir-ee.

She gave the rows of headstones a customary sweep and was just about to turn away when something caught her eye. In the cemetery's far corner a group of masked commandos were filing out of a mausoleum, armed to the nines with automatic guns and riot shields. The longer Buffy watched, the larger the group seemed to become, and she ducked behind a tall gravestone, suddenly needing to catch her breath.

Yes, she'd run across a soldier or two over the last few weeks, but this was something else. This was military en masse, and she didn't like it one bit. Something niggling in her gut told her that they were here because of the creatures she'd fought earlier and, despite the age old saying (curiosity killed the Slayer) Buffy couldn't help edging closer to the group, hoping to catch some of what they said.

Buffy ducked from tombstone to tombstone, moving with all the stealth that her calling leant her, and she settled close to the group, pressing her back against cool stone and turning her head to listen.

"Orders from up-top are clear on this one," said a gravelly voice, thick and commanding. "It is imperative that the situation be contained. As it stands, the civilian population has not been alerted, and in the interest of public safety, news reporters across town will be broadcasting a health and safety warning within the hour."

"Is that wise?" A voice piped up. "We'll be dealing with panicking civilians as well as an ever-growing army of Billies."

"The nature of the warning will be discreet. Civilians will be advised to remain in their homes until the threat of infection has passed. Meanwhile, military personnel will be road-blocking the town's exits, closing the perimeter and putting bullets in the head of any Billy that stumbles by. The Brentwood Infection is as aggressive as it is incurable. Anyone with a bite - civilian, agent, government official - whoever - must be annihilated in the way we have been shown. This is not a time for mercy. Soldiers, the fate of the United States of America rests on our shoulders tonight."

"Jesus Christ," muttered one. Buffy glanced over the top of her tombstone in time to see several others making the sign of the cross.

Buffy clasped a hand over her mouth, staring up at the lowering sun and wondering how the hell this had all escalated so quickly. They were just... creatures, right? Just monsters like the countless others that she'd dealt with over the years. Why were the army boys acting like these things were the be-all and end-all.

With a final salute, the soldiers all departed, heading off in various directions to take up their posts. Buffy shut her eyes and leaned back against the headstone, waiting for the commotion to pass. When she opened them again, the sun was lower and she was alone.


Buffy's feet thundered against the beaten earth of the graveyard jogged, thinking about what she'd heard. She knew it was important that the military were treating this thing so delicately and, despite the upcoming fight with Spike and his lingering threat to her mother and sister, Buffy knew that she had to see Giles again to fill him in on what she'd heard. Spike, she was certain, wouldn't make good on his threat. Maybe he'd be at her house when she got there, and she'd have to have the big fight in front of her family, but she could suffer Dawn and Joyce seeing her in Slayer mode if it meant getting Giles' advice on the currently more pressing situation.

Nodding resolutely to herself, Buffy set her course for Giles's apartment, glancing at her watch and quickening her step. The streets of Sunnydale felt slightly different, now that the fall sunlight had almost gone. Perhaps the news stations had broadcast their warnings already, and the residents of Sunnydale had all rushed obediently home. Buffy shivered, looking around at the empty shops and cafes.

How was it possible to feel already that things were changing?

How had the army commander referred to the infection? "As aggressive as it is incurable". Yes, it seemed that even the foreshadowed ghost of the infection was aggressive, sweeping through the town and cleaning it out in the space of an hour.

Buffy froze when she saw a number of the familiarly-lurching creatures appear at the end of the road. They staggered forward, grunting and groaning, and seeming to scent her even at their distance. Buffy's fingers went instinctively to her pocketed stake, and she took a small step towards them, then stopped again as a few more rounded the corner.

'Okay,' she thought to herself silently, watching their staggering approach. 'Wiggins officially activated'. She thought longingly of the crossbow that was sitting in her weapons chest back at Revello Drive. A crossbow would definitely come in handy right about now, but since there were a good few blocks (and not to mention a good few biters) between herself and that crossbow, Buffy guessed she'd just have to make do with what she had. After all, a trusty stake had never let her down in the past.

Hoping to surprise them with her speed, Buffy zipped towards the slobbering creatures and took two out immediately, her stake burying itself into their skulls in quick succession. The third proved more of a problem now that the element of surprise had worn off, and Buffy found herself using the stake for defense rather than attack.

The creatures weren't particularly threatening alone, but in a group this size they were downright deadly. Buffy instantly regretted the decision to fight when she could just as easily have run. That's what a smart Slayer would've done.

Buffy managed to jam her stake into the eye of the nearest biter, but its heavy fall took her stake with it, and at once she was weaponless, using her bare fists to try and drive the creatures back. "No, no, no!" She protested, shoving them away from her. Not like this, she thought with sudden urgency. Not tonight.

The sound of muffled gunfire peeled through the air and suddenly the crowd of creatures was turning. Bullets flew into the crowd and heads exploded, one by one, until there was only Buffy left.

She stared at the masked soldier in front of her, her bloodied fists still raised defensively and her chest heaving. She'd heard the command to show no mercy to those who has been bitten, and she imagined that the soldier wouldn't think it possible for her to have emerged from such a crowd without a bite or scratch to show for it.

Buffy's heart was pounding, and the soldier's gun was still trained diligently on her. She could feel blood congealing on her arms, but after a moment, she found her voice.

"I... I haven't been bitten," she called out shakily.

The commando didn't move and neither did his gun. Then one of the fallen biters groaned suddenly, and the soldier whipped his weapon around and blew another bullet into the creature's head.

Seeing her opening, Buffy turned on her heel and ran as fast as she could from the scene. She heard the soldier curse and take off in a run right behind her, but she was fast - she knew she could make it, if only-

The big body slammed into her and pushed her hard against a wall. Buffy's face scraped against the brickwork and she went lax, knowing she was caught. Sure, she could throw the lumbering commando off, but she wouldn't make it six feet with his gun in the equation. Those same words flitted across her mind again. Not tonight. Not like this. The soldier turned her around and pressed her against the wall by her shoulder.

Abruptly, and surprisingly, his other hand swept up and he removed his mask, staring down at her with slightly hard eyes.

Buffy blinked, staring back at him. "Riley?"

He nodded, pressing the mask against his own chest, having what appeared to be an inner-battle with himself, and then he looked at her again, his jaw tautening.

"You weren't bitten?"

Buffy shook her head, "I swear it."


She shook her head again. Riley looked relieved beyond the telling of it, and he dropped his forehead against hers quite unexpectedly. His face was clammy with sweat, but Buffy didn't protest the intimacy.

"Okay," he said, his voice quaking. "Okay. Thank God."

"Riley, what's going on?" Buffy asked, putting a hand on his chest to propel him back slightly.

The man looked agitated, and his eyes darted up and down the street before he looked at her again. "Buffy," he said, "I don't have long, but there're some things I need to tell you. I'm... I'm not who you thought I was."

"No," Buffy said, looking pointedly at his army-issue weapon and uniform. "Really?"

She didn't know whether he'd picked up on her sarcasm or not, since he blundered on regardless. "I work for the government," he said. "A branch of the military that deals with... Well, I can't tell you what exactly, but it's enough for you to know that these things-" he gestured back limply at the strewn corpses. "They're my responsibility."

"What are you?" Buffy asked, feeling a rush of sudden and irrational anger. He'd been looking her way recently, acting the part of the home-grown farm boy with a crush. And all along he'd been... this. Someone who wore army fatigues, carried a gun and killed creatures of the night with an ease that looked well-practiced. He'd held a gun on her. If she'd been bitten, would he have done it? Would he have pulled the trigger?

"Things are already getting out of hand here," Riley said, seeming to ignore her question. "The town's borders are closing, but they're still letting out the un-infected. There's still time."

"Riley, what are you talking about?" Buffy demanded.

"These creatures, Buffy," he said, his voice a helpless whisper. "They used to be people. An hour ago, maybe, they still were people."


"They're calling it the Brentwood Infection," Riley explained quickly. "Something the government have been cooking up to give soldiers on the field a second lease of life. I can't tell you any more than that because I don't know any more than that. All I know is that a prototype virus was leaked somehow, and now the dead are coming back to life. One bite will make you one of them. One scratch will do the same."

Buffy stared at him in stunned silence. She could feel her heart hammering, but couldn't think of a single word to say.

"I shouldn't be telling you any of this," Riley said. "I shouldn't, but I have to. You have to get out of here, Buffy. While there's still time. They're closing the borders to keep the infection from spreading. If you're shut in when the town's closed then you'll either be eaten or shot all full of holes." Buffy flinched but Riley went on all the same. His eyes were wide and very serious. "I like you, Buffy. I'm sorry there wasn't a chance for us to try things. But this is the last thing I can give you. Get out of town." Buffy started to speak but he gripped her shoulders very tightly and shook her. "No," he said. "Listen to me. Go home, get your mom, get your sister, warn Willow, and get out of here. Get out before the panic sets in. Get out before the gates are closed. Get out before they drop the bombs on us."

Buffy felt sick. "Riley, you're over-reacting," she tried. "This town has seen countless near-apocalypses and it hasn't fallen yet."

He didn't show any surprise at her comment, or it's implications. He didn't really seem to think about it at all. "This is different," he said simply. "I know it sounds crazy to you, and you've only seen a few of these creatures, but believe me when I say - this is going to be different."

Buffy stared at him, feeling a hollowness inside that linked her anxiety to his. She'd been feeling that something was wrong all day. And now suddenly, here it was. "I can fight-" she started, but he cut her off.

"There's no sense trying," he said. Then he leaned forward abruptly and pressed his lips hard against hers. Buffy was so surprised that she didn't try to stop him, and he cupped her cheek gently, before pulling back again. "I've wanted to do that since you dropped all those books on me," he confessed, looking unfathomably sad. "I don't suppose I'll get another chance now."


"Promise me you'll try to get out, Buffy. Tonight. As soon as you can."

She nodded, feeling tears prick behind her eyes. "Okay," she said at last. "I promise."

He kissed her forehead, stroking her hair as if they knew each other better than they did. "Thank you."

"What about you?" She asked, her voice muffled by the crook of his neck.

She felt him stiffen, then he pulled back again to look down at her with a grim expression tautening his lips. "Like I said, Buffy. My responsibility is here."

She nodded, recognizing the look in his eye. He looked just as determined as she had felt when she'd taken the Anointed One's hand and disappeared into the Master's underground lair. Yes, she could understand honor and duty.

"You should go now," Riley said. "Remember. A bite or a scratch, and the person will turn. It can take minutes or it can take hours, but it'll happen. Burn your dead," he advised grimly. "A blow to the head will kill one who's turned. Light and loud noises will draw their attention. They seem to gravitate naturally into herds, so if you see a pack of them like that the best thing to do is hide and wait for it to pass, not try to fight. Buffy," he said, looking at her seriously again. "If this thing gets outside of Sunnydale, it's only a matter of time until the whole country's over-run. This thing... It spreads quickly. Like wildfire."

"I understand," she said, eyes wide.

He stared at her very closely, then gave a nod. He didn't kiss her again, but he dropped his hands from her shoulders at long last and took a few big steps back. "Good luck," he said.

Then he pulled his mask back on and was gone.


For a while after he left, Buffy found that she couldn't move. The weight of his hasty, insistent confession pressed down on her like a concrete slab and she wanted the words unsaid. She wanted the silence unbroken.

She found that she believed him, though. She didn't know Riley Finn very well, but she did know that he wasn't the type to exaggerate or to over-react. If anything, the man favored understatement. Everything about him, up until today, had been vanilla and middle of the road. True, he'd hidden a secret identity, but even that merely served to heighten her sudden understanding of him.

Riley was honest, and he was afraid. This meant that Buffy was afraid.

There was no time to see Giles now; she would call instead, and arrange for he and the others to meet her at Revello Drive within the hour. The beginnings of a plan were already forming in her mind, and Buffy felt better for it. She pushed herself off of the wall and broke out into a run for home. She ignored the clusters of stumbling biters that she saw, remembering Riley's words: There's no sense trying. For now, she could leave pest control to the army of boys that she'd seen gathered in the cemetery.

By the time she got home it was completely dark out. Buffy found the front door locked, and she banged her fist against it hastily, calling out "Mom? Dawn?" as she rattled the handle.

The street was deserted, and Buffy looked up and down it, taking in the lights of her neighbors' houses and wondering whether there would be more mercy in warning them, or not warning them.

The door swung open abruptly and a very relieved-looking Joyce stumbled across the threshold, taking Buffy tightly into her arms.

"Oh, Buffy," she said, her voice wrought with relief. "You're here! You came!"

"Let's go inside mom, it's not safe out here," Buffy insisted, propelling them both back inside the house and then locking the front door again. "Are you all right?" She asked. "Has anyone..."

"There was a man."

Buffy looked up at the sound of Dawn's voice, and saw her twelve-year-old sister sitting on the staircase, her long legs bent and trembling slightly.

"A man?" Buffy repeated, feeling her heartbeat quicken.

"Oh Buffy," Joyce said. "It was awful. It was Mr. Cravendale from next door, only he seemed crazy and there was blood coming out of his mouth and nose," Joyce shuddered at the memory. "Dawn knocked him over the head with one of the big kitchen pans and we managed to get the door locked, but we could still hear him out there afterward. He was scrabbling around at the door, trying to find a way in."

Dawn, still sitting on the staircase, looked blank and unafraid. Buffy noticed the bloodied pan resting on the stair behind her.

"But you're okay?" Buffy asked, hearing the insistent desperation in her own voice. "Mr. Cravendale didn't hurt you? Didn't... bite you?"

"Bite us?" Joyce repeated. "Good God, Buffy. What on earth is going on?"

Buffy took her mother's arm, leading her into the sitting room and sensing that Dawn was following. The TV was switched on, broadcasting live from one of the downtown news studios.

"They've been running this story for over an hour." Joyce said. "Something about an infection; we're all to stay indoors."

Buffy barely heard her. She was pushing up her mother's shirt sleeves, checking her arms and any exposed flesh for bites or scratches. There was nothing, and Buffy blew out a breath, before moving on to give her sister the same treatment. Dawn tried to wrench her arm free, but Buffy held her firmly, checking her over with diligence.

"What is your problem, psycho?" Dawn demanded, seeming to come back a little at that. The bloody pan was still gripped tightly in one of her hands, but at least some of the hollowness had left her eyes now.

"The infection," Buffy explained. "The news studios are downplaying it to prevent a panic. But Mr. Cravendale from next door? He was infected. If he'd bitten or scratched you, either of you, then you would be infected too."

"You're crazy-" Dawn started, but Buffy cut her off.

"I need to phone Giles," she said. "We have to get out of town before this thing really kicks off. Mom, can you find some suitcases and start packing our stuff?" Joyce seemed to recognize the gravity in her eldest daughter's voice as she did not push any of her hundred questions onto Buffy then.

"I can," she said. "We've got some bags in storage upstairs."

Buffy nodded, and her mom moved swiftly up the staircase. Then Buffy turned to her younger sister, taking hold of her two arms and crouching slightly so that they were at eye level. "Dawnie," she said. "I know that this is pretty scary, but we're not safe here; we need to leave tonight. What you did to Mr. Cravendale..." she nodded at the pan. "That was very brave and very smart. You protected mom and I'm proud of you."

Dawn seemed pleasantly mollified by Buffy's compliment, and Buffy was relieved to see her sister relax a little. "I'm going to phone Giles and the others, now," she went on. "I'll tell them all to meet here in fifteen minutes, then we'll all go together in mom's SUV."

"Where will we go?" Dawn asked.

Buffy felt her cheeks whiten somewhat at that question. She really didn't know the answer.

"It doesn't matter yet," she said at last. "But we have to leave Sunnydale. Now I need you to go and pack your things. And try to pack lightly," she added with a grimace as her sister darted off towards the stairs.

Buffy rubbed her brow vigorously, and turned then to the phone. She dialed Giles' number, but the blaring tone on the other end of the line told her it was either engaged or off the hook. Buffy groaned, then punched the numbers for the dorm and for Xander's house respectively, hearing the same blaring tone when she pressed the receiver to her ear. "Oh... shit," she hissed quietly, glancing up at the ceiling and wondering what she was supposed to do now.

She set the phone down gently and was staring at the wall, when a voice from over her shoulder made her freeze.

"So," came that familiar drawl, making the hair on the back of her neck stand on end. "Decided to push your luck, eh Slayer?"

Buffy sucked in a breath, turning slowly to the vampire behind her. He was leaning causally against the frame of her open backdoor, appearing unperturbed but positively thrumming with anger under the surface. "Oh my God, I completely-"

"Do not finish that sentence with the word 'forgot'."

Buffy faltered, biting her lip. Spike was maintaining his calm facade, but she could tell that he was pissed off. God, if only he knew - it'd almost be a relief to be facing a regular battle with him tonight, instead of what really lay ahead.

Spike flexed his muscles, putting a hand up to test the barrier. His eyes widened with surprise when he found that there was none and his hand sailed through undeterred. He looked confused for a moment, and then his eyes launched up to meet Buffy's and he appeared suddenly furious.

"No barrier?" He said angrily, turning squarely in the door frame to face her off, but not taking a step into the house. "Are you kidding me, Slayer? Are you mad, or just plain stupid?" Buffy blinked at him. "I told you I was going to kill your bloody mum. I threaten the Niblet and you don't even bother to-"

Just then, Buffy caught sight of the late Mr. Cravendale staggering into view behind her vampire nemesis.

Without sparing a thought for the consequences, Buffy lunged forward and grabbed Spike by the lapels of his duster, tugging him abruptly into the kitchen and kicking the door shut behind him. She tossed Spike past her and he landed in a sprawled heap while she snapped the lock on the backdoor and quickly drew all of the curtains.

"What the bloody hell is your problem?" Spike demanded, and she swung around to face him again, quickly drawing up her fists in a defensive pose. She'd acted on impulse, and now she had a powerful and furious vampire standing in the middle of her kitchen, looking, for all the world, like he was ready to snap her in two.

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