Author's Note: There's really no easy way to summarize the plot of this fic. Well, actually, maybe there is. Cordelia died the first time she was attacked by Vamp Willow and Xander, so she didn't get to tell Giles about Anyanka. Therefore, Buffy never showed up to stop the factory from opening. Now, the vampires are slowly depleting the human population.

Disclaimer: Characters are not mine. They are the property of Joss Whedon and Mutant Enemy. Please don't send monsters to get me.

Chapter One

The little town is all dark when they pull up in front of the sign. The truck's brakes grown pitifully, and Buffy resists the urge to cover her ears. The fat, grease-stained driver's been eyeing her all the way, but now his gaze changes from lust to terror. She guesses he hasn't made any deliveries to Sunnydale in a very long time.

"This your stop?" He gives her a hard look, as if realizing for the first time that she isn't some blonde whore willing to exchange free rides.

"Yep." She presses her lips into a thin line and gives him her best dark-eyed glare. She's never liked men. Not since her father ran off with his secretary, anyway.

"You crazy? I've heard the stories. People stop off too long here, they don't come back out." He scratches his head with one meaty paw of a hand. "Some weird shit's going on here."

"You think you're my father now?" She doesn't like people trying to take care of her. She takes care of herself. Anyone else who tries is just in it for some ulterior motive.

"Hey, I don't wanna get blamed for anything." His face is sickly pale in the light from his dashboard.

"Then maybe you shouldn't pick up girls on the side of the road." Buffy gives him a nasty smile and opens the door. Her duffel bad swings to her hip as her feet hit the ground.

"Hey!" the driver yells down. "Don't blame me if you get your ass killed!" She slams the door on him and walks away.

The beginning of Main Street is deserted, pieces of trash rattling along the asphalt in the damp wind blowing up from the bay. Buffy takes a stake from her bag and starts off toward the center of town, the loud clunks of her boot-heels echoing off the buildings. The walls around her are dirt-caked, bright colors faded in the moonlight. Cheery letters leer down at her awnings and billboards, looking out of place.

She senses nothing in her surroundings as she moves. It's as though the entire town is devoid of life. Abnormal. More unsettling than an outright attack, though little is capable of rattling her anymore. She wonders for a moment whether she's too late. Have they already depleted the human population and moved on?

A few more steps down the street and she knows that they are still here. There's a presence in the shadows now, moving as she does, making no sound. But she's certain she's being followed, as certain as she would be could she see her pursuer in plain daylight. She comes to a stop in front of the only open doorway on the street. Light comes from within, and she can hear the faint sounds of a man screaming. A base beat pulses from one of the back rooms, and she realizes the building must be a club.

The Bronze, reads the sign over the door.

Pausing with her back to the street, Buffy listens. Whoever has been following her is getting closer, no longer taking the trouble to mask the sounds of heavy footsteps. Freezing, she coils her muscles into the beginning of a fighting stance. No point in trying to run away now. She has never run from a fight. Better to use the element of surprise. Feeling the beat of the music from inside rumbling through her chest, she waits, gauging distance by the crawling of her skin. Twenty feet. Ten.

Not waiting for an opening, Buffy spins and kicks. She's rewarded with a solid blow, her foot connecting explosively with a man's chest. He falls to the pavement, one hand going reflexively to the back of his head. Buffy stumbles, tripped by her own momentum, expecting more of an attack. Momentarily stunned, she pulls back into a defensive stance and eyes the man lying sprawled in front of her.

"Why are you following me?" she demands, more rattled than she will ever admit.

"Buffy? Buffy Summers." The man sits up gingerly, moving as though hindered by a serious injury. She knows she hasn't done that much damage with one kick. "It's you."

Buffy takes a step back, relaxing a little. Whatever he is, he doesn't appear to be trying to kill her. His face looks nearly emaciated in the bluish light coming from inside the club. His eyes are dark, cloaked in shadow beneath a thick brow. Still, she can make out enough of his features to know that he's the kind of man she might have ogled on a magazine cover before…everything. Gorgeous. Annoyingly so.

"What do you want?" If he isn't going to talk, she's going to start hitting again. She can already tell that too much silence is dangerous around him.

"I was supposed to help you. My destiny. I—I waited here for you, but you never…" He breaks off, as if it's too painful to continue.

"You were going to help me?" Buffy gives him her most patronizing stare. This man, who looks too beaten to stand up without a support, thinks he's going to help her? Her hand tightens around her stake as she suddenly wonders whether this is a trap.

"Don't worry," says the man, his eyes instantly going to her curled fingers. "I don't bite."

"You want me to believe that, start talking," she insists, taking another step back so he can get to his feet.

"The Master rose. They took Sunnydale, but I kept hoping you'd come. They let me live so I could be punished…they'd planned to kill me when The Master's factory opened, but they got careless. I got away." He pauses, looking at her uncertainly. She gets the impression that she could knock him back to the pavement with a few especially choice words, but she's here to find the factory, and her curiosity is piqued. "Now you're here."

"Tell me about the factory," says Buffy, relaxing again. "My Watcher sent me here because some old British guy called him. Said we had to shut it down. What is it?"

"The 'old British guy' was your—" He pauses awkwardly. "He's another Watcher. The Master's built a factory to turn humans into vamps. Manufactures an endless blood supply, too."

Buffy clears her throat, suddenly nauseated. There's very little that can upset her, but the image of live humans being pushed through some kind of vampire assembly line ranks high up on the list. It's like something out of one of her all-too-vivid nightmares.

"You know where it is?" she asks at last. She isn't keen on having this pitiful excuse for a man with her, but she might as well get as much information from him as she can. She's come to protect the remaining human population, after all. No point in stumbling around town lost while more innocents die.

The man nods, almost too quickly. "I can take you to it."

"All right. Next question." Buffy cocks her head toward the doorway behind her. "What's that?"

"A club. They…they took it over. They use it for…entertainment." His shudder is barely visible in the low light. When he speaks again, his voice is barely audible. "Those screams? Your old British man. They caught him just after I escaped."

Buffy's eyes widen, and she spins on her heel, approaching the door. The man is at her shoulder in a heartbeat, his fingers hovering just above the fabric of her shirt, not quite touching but close enough to stop her.

"Don't go in there." His voice is tinged with fear for the first time.

"Why not?"

"They'll be expecting you. You need to save your strength for the factory." There's something he isn't telling her. She's sure of it.

"That man in there is a Watcher, right? I've gotta get him out. It's my job." And he's the closest thing she has to an ally here, but she isn't about to tell this strange man about the Council. "You know what that's like?"

The man is silent for a moment, then nods. For a moment she thinks she's imagined it, but turns and walks another few paces when he remains silent. On an afterthought she turns back, a little surprised to see the shadow-man still standing there.

"Who are you?" she asks, her voice barely above a whisper.

"A friend," comes his answer from the darkness.

Buffy pauses, pressing her lips together. It's been a long time since anyone's said that word regarding her. "Maybe I don't want a friend."

"Nobody said I was yours."

Buffy turns sharply, and kicks down the door.

Lines quoted and twisted from 1.01 Welcome to the Hellmouth, 1.02 The Harvest, 1.07 Angel, and (of course) 3.09 The Wish.

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