Just a bit of silliness set between S4 and S5. Written for the Halloween prompt, 'Zombies."

The crack of a branch caught Buffy's attention and she whirled around to face whatever foe had just slipped out of the shadows.

Instead of fangs or claws, she was met with the glowing tip of a cigarette.

She rolled her eyes. "Oh good. It's you."

Spike sneered. "Same to you, sunshine. Out a bit late aren't we?"

"Like that's any of your business. What are you even doing here anyway? I thought you lived in Restfield."

He sauntered up to her, his tongue doing obscene things around the cigarette. "Keeping tabs on me? I'm touched."

"Don't act so surprised Spike. If I don't keep track of you, how will I know which cemeteries to avoid?"

He's opened his mouth, but she never heard his retort.

Because that was when every grave around them suddenly bursts open, and dozens of bodies in various stages of decay crawled to their feet.

Spike let loose with a rather impressive string of profanity and Buffy barely had time to register that he'd dropped into fighting stance along side her before the first wave of zombies closed in.

….

"You reckon it's like this all over town?"

Spike kicked the zombie closest to him sideways, and Buffy sliced through its neck.

"God, I hope not! Do you know how many graves there are in Sunnydale? We're never going to be able to take them all down!"

The sound of two rotting heads being clashed together distracted a split second too long. A tall zombie in the remains of a tuxedo wrapped its hands around her neck and lifted her into the air.

She yelled, and Spike spun around. He took in her flailing limbs and reddening face with a look of amusement.

Just when she thought the bastard was going to stand by and watch a giant zombie choke her to death, he huffed and strode over to her. He promptly chopped its legs off at the knee, and it dropped Buffy.

Spike ducked and she swung her axe over his head, and lopped off the zombie's.

For a second she thought that the attack was finally over, but a quick glace around her surroundings told her otherwise. There were still at least twenty zombies milling around, but they seemed less bloodthirsty and more confused.

Out of the corner of her eye, she could see Spike kicking at one of the decapitated bodies.

Against her better judgment, she asked, "What do you think they want?"

He shrugged. How helpful. "Dunno. Brains? How clich-"

But he never finished. At the word "brains," the remaining zombies had turned all of their attention on Buffy and Spike, and were now slowly advancing.

"Oh, you've got to be kidding me! Brains? Your master seriously sent you after brains?"

"Shut up Spike, you're going to make it worse!"

And that was when at least one hundred more zombies crested the hill.

"You idiot! Why did you have to say brains?"

"What? This isn't my fault!"

"Oh it so is! You said the b-word and it got them all excited! And it brought their friends."

"That has nothing to do with it! Here, I'll prove it."

He cupped his hands around his mouth.

"Spike! Stop it! What are you-?"

"BRAINS!"

"Oh my God, shut- Are they running now?"

"Shit."

Spike turned, and in three quick strides he was wrenching the door open to the nearest crypt and quickly decapitating the zombie that was waiting on the other side.

"Get in."

Buffy ducked in, slammed the door behind them, and then kicked Spike clear across the room.

"Ow! What the hell was that for?"

"For pissing them off with all the brain talk!" Did she really need to explain how bad this was? "We can't fight an army of speedy zombies!"

Spike was brushing himself off and stalking across the crypt toward her. 'I don't think we need to be doing anything." He got a breath away from her and braced his arms on either side of the wall; trapping her in. when he spoke his voice was dangerously low. "I could have left you there alone. I could throw you out to them right now." His eyes narrowed. "So I'd suggest you keep your violent tendencies to yourself from now on. "

Everything inside twisted. Sometimes she hated him so much, it made her want to crawl out of her skin.

"Like you could take me."

He leered. "Oh, I could take you."

She shot him a look of deep disgust, and shoved him away. Something about being in such close proximity to someone so revolting tended to do funny things to all the nerve endings in her body.

Spike chuckled, and pulled out a cigarette.

Several tense minutes passed, with only the sounds of the undead banging on the walls, to break the silence.

Buffy tried to figure out how to get in contact with Willow. Or Giles.

Spike lit another cigarette.

Just when Buffy was ready to try and fight here way through, consequences be damned, it grew quiet.

Without really intending to, she looked at Spike and found him staring at her, one eyebrow cocked.

She shrugged in answer to his unasked question, and crossed to the door.

"You going out there?"

"Yeah. Or you could. If you get torn apart, I'll know they're still there. Plus, funny."

"Hilarious. You first."

Typical. She eased the door open. Nothing. There were no zombies, no bodies, nothing but piles of grave dirt.

"Huh. That's weird."

Spike shadowed her out into the open. "Weren't there a couple hundred extras from Dawn of the Dead out here a few minutes ago?"

"Yeah… I'll get Giles on it tomorrow."

"Tell him to look for whoever's controlling them. That'll be the one who called them off. By the way, I expect to be paid. You know, for my services tonight."

The satisfying crunch that came with breaking his nose almost made up for being forced to spend time teaming up with him.

Almost.