Act One


Buffy and Faith led the group through quiet neighborhoods with weapons at the ready. They entered the Shady Hills Cemetery keeping a watchful eye on the landscape of tombstones as they spread out.

“Enough with the cemeteries, already,” Faith groaned. “Still can’t believe you moved next to one.”

“Nothing says home like a graveyard next door,” Buffy said absently as she looked around. “At least it’s broad daylight, so we don’t have to worry about vamps getting in the way.”

“This is our stop, Robin.” Xander gestured with his rifle. “Everyone ashore that’s going ashore.”

Ten CoWboys took up position behind Xander, and Wood took a few steps to follow.

“Hold it!” Faith called out, jogging up to the young Watcher. He turned back toward her and she grabbed hold of his jacket, reeling him in close to her. “Don’t get dead,” she ordered with a smile.

“That goes for you too,” he said, leaning down to kiss her firmly.

“Ah, young love. Brings a tear to my eye,” Xander teased.

“Xander?” The voice triggered all weapons cocked and aimed toward its source. Carrie dropped a duffel bag, and her arms shot up as she froze to the spot.

In her bedroom, Elspeth stirred restlessly, her eyes open, but staring at nothing. Agnes leaned forward to rest her hand on the older woman’s forehead. “She has a fever.”

Deborah stepped closer to the bed. “She sees something.”

Agnes looked up, troubled. “Are you sure? When she’s this weak?”

“I’m sure,” she answered, her mouth set in a straight line. “The look on her face is very familiar.”

“Carrie? What are you doing here?” Xander waved the men to stand down. As they did, several turned to scan the rest of the area.

“I thought you’d want to know that Percy is past the worst of it.” She answered nervously, trying to catch her breath as she stared at the Council soldiers. “Guns… You have guns. I don’t like guns.”

“Preaching to the choir,” Buffy said and Willow nodded emphatically.

“Thanks for stopping by, but we checked in with the hospital before we left the house,” Xander explained. “How’d you find us?”

She pulled a crumpled note from her pocket and handed it over. Xander read it aloud,

“Off to storm the castle by way of the cemetery. If you’re reading this and happen to be Council, catch up with us and bring your Sunday best.”

“Who wrote that?” Buffy looked around with a raised eyebrow.

“A little too cheesy?” Willow asked, looking sheepish.

“Maybe just a little,” Buffy agreed solemnly.

“You shouldn’t be here,” Xander said to Carrie.

“I want to help. I can’t just sit on the sidelines and watch and wait. I’m a part of this, now,” Carrie argued.

“Don’t take this the wrong way, but I really don’t want you to be a part of this.” He stepped closer to her. “This isn’t your life, Carrie.”

“I think that’s for me to decide, don’t you?”

Without thinking, Xander answered quickly, “No!”

Willow leaned in and corrected him softly, “Yes.”

“Yes,” Xander rephrased. He shook his head as if to clear it. “I just want you to be safe.”

“And you think I don’t want that for you?” She reached up and gently grasped his face with both hands. “You don’t get to go off to do the hero thing and expect me to sit meekly at home. Not gonna happen.”

Margaret turned away from the group near the gate, gesturing to Harold and the rest of her team to fan out through the cemetery. Alert for danger, she said, “Be prepared for anything, and that includes abandoning your rifles if necessary.”

There were a few quiet mutters and Harold looked confused. “It’s daylight, ma’am. Anything that can roam under the sun is likely to be susceptible to a bullet or three.”

Margaret glanced back, her face flat and unreadable. “Anything sent by Ethan Rayne is likely to care sod all about the latest toys in your hands or conventional wisdom.” When none of them would meet her gaze, she said, “Spread out and get a feel for the lay of the terrain.”

“We might need her, Xander,” Buffy suggested noncommittally and Carrie gave her a quick look of gratitude.

“I brought my medical bag.” Carrie lifted up and displayed her bag proudly.

“You’re not going to take no for an answer, are you?” he asked.

“Not likely,” she smiled.

“I love you, you know,” he said softly which triggered a chorus of “Aw’s” from the crowd.

“What was that about young love?” Faith snorted, rolling her eyes.

At the hospital, Percy’s hand twitched lightly on the bedspread but his bodyguard didn’t notice.

Elspeth’s eyes widened, and she gasped out, “No!”

“What is it?” The gentleness of the inquiry was in stark contrast to the worried expression on Deborah’s face.

“It’s wrong…”

“What’s wrong?”

“I feel kinda weird,” Dawn’s eyes grew heavy as Ethan gingerly placed his hand on her chest, touching the skin framed by the v-neck of her nightgown. “What… what are you doing? That tickles.” Dawn tried to swat his hand away but was too feeble to manage it.

“Sorry, Dawn. You’ve got that nasty flu bug that’s going ‘round. A little menthol ointment, a few rhyming couplets, I’ll have you fixed up in no time. It’s better if you rest for now and let me tend to you.” He reassured her as he continued to rub her chest.

“I’m sick?”

“Yes you are, luv. Remember what I told you? But I’ll help you get better. I promise.”

“Thank you, Randall. You’re too good to me,” Dawn responded with a slurred tone and blanketed his hand with hers.

Ethan smiled at the contentment on her face. “What are friends for?” A look of regret flickered across his features then was gone. “Now the next thing I do might pinch a little. Try not to be too upset when it does.”

Ethan pressed his hand more firmly against her skin, remaining steady when energies flared as the connection was made. Dawn gasped, her back arching and her body trembling under his touch. She whimpered in pain as her life energies began racing up his arm.

Elspeth twisted away from Deborah. “No! It isn’t right!”

Agnes rushed to the bed to keep Elspeth from falling to the floor. “Can you get her to clarify what she’s seeing?”

“I’m trying,” Deborah said shortly. She was about to speak again when Elspeth kicked out. Her foot connected with Deborah’s stomach, doubling the woman over and leaving her gasping for breath.

Ethan’s quiet chant grew in strength and volume as the transfer of energy intensified, and his face was awash with pleasure, his eyes fully black. He let out an exuberant laugh.

Hurried footsteps skidded to a halt beside him. “They are coming, Master. I count at least twenty breaching the cemetery boundary as we speak.”

Startled by the interruption, Ethan labored to regain control. He pushed himself off Dawn, falling to the floor beside the fire and panting heavily.

“Master, are you alright?” Katako rushed to his aid.

“I’m more than ready for them, now.” Ethan chuckled and leapt to his feet, eyes blazing with a wild light. “Let’s not keep them waiting.” He quickly snatched up the mixture of blood, bone, ash and earth he’d prepared in a bowl before and ran out to the ledge with Katako following closely after him.

“Come to me with your army,” Ethan roared out defiantly toward the horizon, fingers flickering with mystical sparks, the space surrounding him warping with the power he was wielding. “Watch it fall as it meets mine!”

Elspeth screamed out, “It’s an abomination!”

A low rumble sounded from behind the teams marching along, and Wood glanced back, only to see nothing out of the ordinary. He walked a few feet further before hearing the strange, dull groaning again.

“You got some wacky birds around here.” Wood said, coming to a stop to listen more carefully. “Anyone else hear that?”

Margaret paused for a moment to listen, scanning the tombstones. “Yes. It sounds like…”

“Someone had Buffy’s special Tuesday night turkey chili,” Xander said with a small, nervous laugh.

“Hey!” Buffy objected. “It’s healthy.”

“I happen to like her chili,” Giles offered, earning a quick smile from Buffy.

“I know that sound. Heard it in half a dozen horror movies,” Carrie said anxiously. “That is not a good sound.” Her gaze darted quickly around her as she sought the source.

Gasping still, Deborah said, “Talk to me, Elspeth. What do you see? What’s an abomination?”

“Death walks in the light…”

Energy crackled up Ethan’s legs and throughout his body, until he glowed with a sickly green light. He laughed at nothing.


Without turning around, Margaret said, “Yes, Harold?”

“Would this be one of the things our rifles aren’t suited for?”

She spun quickly at the queasy tenor of his voice, inhaling sharply at what she saw. “Indeed, it would. We need to return to the main force. At once!”

Wood gasped as a line of decayed corpses hobbled slowly toward them, bits of flesh dropping along the way. They began to spread out, blocking the route back to the nominal safety of the town.

“George Romero, eat your heart out.” Without looking away, Wood added, “I don’t suppose anyone brought torches along?”

Several of the CoWboys reached for their utility belt, stopping only when Giles said, “He means of the flaming sort, not the battery-powered sort.”

“Knew I forgot something when I went to Wal*Mart last week.” Xander raised his rifle. “Aim for the head.” He quickly glanced over uncertainly at Giles. “I’m right, right? Aim for the head?”

“Shoot at whatever will slow them down,” Giles quickly surveyed the situation as more zombies appeared and surrounded them. “Circular formation. They aren’t moving all that fast, so take care with your aim and spare the ammunition. Destroying the head will stop them. Fire works as well, but as Xander failed to pick up the appropriate materials at the store, we’ll have to do without.”

“I love it when you take charge and get all commandery,” Buffy said as she gave the scythe a smooth twirl.

“That wasn’t what you said the night before last when I…” Giles stopped speaking when he realized that everyone was either glancing at him or listening closely. “Eyes front, people,” he snapped, his face red. To Buffy, he said quietly, “How do you feel?”

“Surprisingly good and ready to do some damage.” Buffy smiled as she swung the scythe with a sure, confident motion.

“Let’s not keep you waiting any longer.” Giles took careful aim and fired a round into the head of one of the advancing zombies. He smiled grimly as it collapsed on the grass. Taking his lead, the Council soldiers mowed down the mindless attackers with a hail of bullets, having little difficulty dispatching one after another. Just as the last corpse crumpled to the ground, Margaret fired off in another direction. Turning quickly, the group saw another wave headed their way, moving much more quickly than the first zombies had.

Willow moved to the front of the group, ignoring Xander’s shout to get back. Instead, she wound up and pitched a fireball at the advancing mass, smiling as the flames took hold.

Katako listened to the gunfire echoing up from the valley below as she kept watch.

“Katako,” Ethan came out from the cave behind her.

“Yes, sensei?” She remained where she was, seemingly fascinated by the noise.

“Remember when I told you that your confrontation with the Slayer was prophesied?”

“Yes, sensei.” She nodded, turning at last to look at him. “I remember it well.”

“Today is that fateful day.” He held out a plain, black katana. “This is for you, my child.”

Speaking in a hushed voice, she said, “This is magnificent, Master.”

“I know,” Ethan mused and offered it to her. “But you have earned it. You walk on the ancient path of the samurai.”

“Thank you, Master. I am honored by your gift,” she said, bowing deeply to him.

“It is the least I could do, my dear, for all that you have given me,” he said, gently touching her head. “It is time, my young warrior.”

“I’ll make you proud, sensei.” She bowed quickly and turned to head down the slope.

“I’m sure you will, Katako,” Ethan whispered as she disappeared into the trees. "And death will be your reward."

Buffy swiveled fast, slicing through the torso of a ragged corpse lunging toward her. It split in two halves, parting as she dove toward the next target. A hand erupted from the soil below her, causing a rain of dirt and wooden splinters as it grasped her foot. She managed to tug herself free just as another broke though the soil. More hands thrust upward, causing the earth to rumble below the Council troops’ feet.

“Maybe living next to a cemetery wasn’t such a hot idea after all,” Buffy said with a grimace as she skipped out of reach.

“More party crashers!” Xander yelled, emptying a magazine into a nearby corpse. Even with its head mostly gone, it continued forward, only stopping its advance when the bullets severed a leg. When it fell, it started to claw its way along the grass. Xander looked at it in disbelief as he reloaded, saying “Didn’t we see this in ‘Monty Python and the Holy Grail?’”

“Be glad Ethan’s not throwing cows at us,” Willow said as she aimed a fireball at the rotted flesh.

“Watch your feet, people!” Wood warned as he danced out of the way of a zombie crawling out of its grave. He gave it a sound kick, snapping off its head and sending it toward another wave of cadavers racing toward them at an alarming speed.

Giles called out, “Bullets aren’t good enough. We’re going to have to behead them the old-fashioned way.”

Elspeth moaned, the horror she saw plain on her face. “Isn’t right… He’s warping everything…”

Shooting an anxious look at Deborah, Agnes said, “I’m not sure whether to press her for clarification or to hope she keeps her vision to herself.”

Her concentration centered on Elspeth, Deborah answered, “Welcome to my world.”

As he tried to return to the group, Harold went down under a pile of zombies. Carrie called out to Xander, and he waded into the fray, hacking and slashing as precisely as he could manage. By the time he reached the bottom of the pile, the expression on his face told the story.

“Xander?” Carrie took a hesitant step forward, stopping when he shook his head.

“Ah damn it, Harry, don’t you know you’re not supposed to get dead?” He gestured for Carrie to stay back. “You don’t want to see what’s left,” he said, handing her his short sword. “Hang onto this, and slice anything that tries to come after me.”

She accepted the weapon with a worried frown. “Don’t you need this?”

“Yeah, but you do, too, and Harold here has a pretty decent machete if I can get it free,” he said as he leaned down and started tugging the remains of the zombies away from the fallen soldier’s legs.

“You’re just going to…” Carrie stopped speaking and turned to face an approaching zombie. Her mouth opened and closed a few times before she was able to spit out, “Edna? Is that you?”

“A little help would be good!” Wood grimaced as the zombie overpowered him, grasping at his neck and trying to pull him closer. Faith gripped its arm and with a jerk, ripped it off completely. Startled only for a moment, she used it to pummel its former owner to the ground.

Breathing hard, Wood said, “Remind me to stay on your good side.”

“Which side is that again?” She tossed the severed limb aside and gave him a heated look.

“All your sides are good sides,” he said, leaning in for a quick kiss, then pulling her out of the way as three zombies tackled them to the ground. Faith struggled with two as Wood wrestled to get the upper hand with the third. Just as he managed to roll out from under it, a hand crashed up through the grass and grabbed him by the neck.

With bits of her charred flesh dropping off from beneath the blue dress she’d been buried in, Edna Thomason continued to stumble toward Carrie.

“Xander, there’s a…”

Elbow deep in rotting corpses, Xander didn’t look up when he answered, “Behead it.”


“Seriously,” he said, grunting as he shifted the torso of a once corpulent man. “Just whack off its head.”

Carrie looked at Edna, then Xander, then Edna again. She muttered under her breath, “You can do this, Whedon.” She raised the sword high, and after taking a deep breath, she brought it down as quickly as possible, closing her eyes just before the blade connected with Edna’s neck. When she opened her eyes a moment later, it was to see Edna’s face staring up at her from near Xander’s left foot.

Though still not awake, Percy shifted restlessly in his bed. He made just enough noise to catch the attention of one of the security people assigned to his room. James Flaherty pressed the call button for the nurse then radioed his commander to let him know.

Xander managed to get at Harold’s leg and secure the machete. When he stood and faced Carrie, he said, “You okay?”

She just pointed at his feet.

He looked down. Puzzled, he said, “Did I know her?”

Giles yelled, “We’re outnumbered!”

“Tell us something we don’t know!” Wood agreed, backtracking a few steps with the advance of another line of zombies. A rotting finger fell from his collar to the ground.

“These freaks are way faster than the first ones!” Faith yelled. “What’s going on?”

Giles said, “They’re coming from the newer section of the cemetery…”

“No kidding.” Xander approached with Carrie in tow. “My girlfriend just took down one of the zombies.”

Carrie added, “It was Edna Thomason.”

Robin looked at him. “Who?”

Buffy beheaded an elderly looking zombie, then glanced back to ask, “Wasn’t she the one who ended up in the oven?”

“The one and only,” Carrie said, sounding like every nerve she owned was on end. “And I beheaded her.”

“Yay you!” Willow paused in her fireball throwing to give Carrie a quick hug. “Before you know it, you’ll be staking vampires with the rest of us!”

“Scooby initiation later, fireball now, Will!” Xander pointed at a cluster of zombies staggering in from the west side of the cemetery.

“What are your orders, Mr. Giles?” Margaret moved quickly to intercept a zombie that had targeted him.

Giles only just avoided lopping off her arm when he moved to behead the same monster she was after. “Order number one is to kindly stop assuming I’m incapable of defending myself in a fight. Order number two… We have to contain this uprising. They mustn’t go beyond the cemetery with the town so vulnerable.”

“Ethan…” said Buffy, her body tense.

“I know, Buffy,” Giles answered. A grave expression on his face, he continued, “We will get to Dawn. We won’t leave her with him longer than necessary, but…”

Wood interrupted with, “Leave most of the Council team here, and we’ll contain the threat to the cemetery,” Wood suggested. “The rest of you can make your way to where they are.”

Giles frowned at that. “Are you sure?”

Before answering, Wood shot a fast-approaching zombie in both kneecaps, causing it to stumble and fall. “ Noon of the Living Dead is just a distraction. The sooner you get to him, the better off we’ll all be.”

“If I can have a few minutes to concentrate, I think I can solve our problem,” Willow said.

Xander said, “We’ll keep them off your back, Will. Just do what you have to.”

Giles nodded in approval. “Buffy, Faith and I will head up, then…”

Carrie spoke up. “I’m with you.”

“What?” Xander demanded.

“Dawn may need my help,” she said, her tone brooking no arguments.

“She’s right, Xander,” Giles said. “Thank you, Carrie. Margaret and two others will also come with us. The rest of you can follow when this mess is cleaned up. Don’t let the zombies separate you. As of now, radio silence is revoked,” Giles ordered. “I want reports every ten minutes.”

Ethan’s gaze fell on Dawn as she slept, and he watched her chest rise and fall in a regular, if somewhat weak rhythm.

Speaking quietly to her, he said, “It’s unbelievable, the power Ripper ignored in you. You’re intoxicating beyond anything I’ve ever known. I could consume you in one sitting and burn the world to ash with a single word.” His voice became reverent. “You’re Chaos given structure and form and you were made for me. We’re a match made in anarchy, pet, and if I can only show just a bit of restraint, we’ll be together forever.”

“Randall?” Dawn called out with a raspy voice.

“I’m here,” Ethan answered soothingly from where he stood in the shadows.

“Did I fall asleep on you again?” She slowly opened her eyes and peered into the gloom. “Sorry. It’s a bad habit of mine.”

“It’s alright, my dear. You need rest in order to regain your strength.” He stared down at her pale face. “Your illness has taken a lot out of you. How are you feeling?”

“Tired mostly. Kinda headachy. This flu is a major drag.”

“I’m sure it is.”

“And if I go home all sick, Buffy will totally freak. Giles too. They’ll put me under house arrest. No school, no boys, no life. Presumed grounded until proven too old to have any fun at all. They’re completely overboard with the whole parenting thing. Drives me nuts.”

“I’m sure it does,” Ethan answered, shifting in the shadows. “But you needn’t worry about them any longer, Dawn. They’ve other things to worry about.”

Dawn tried to sit up but fatigue quickly sent her falling back to the cot. She blinked to clear her sight and glanced around the cavern. “Where… where are you, Randall? I don’t see you?”

“I’m here. Go back to sleep.”

“Is something wrong?”

“No… actually, something’s rather right.”

“Then let me see you.”

Ethan stepped out from the darkness, his eyes blackened. His face was lightly webbed with faint black and red veins. “I’m here, Dawn.”

Dawn blinked at him. “Randall is that really you?”

He knelt beside her and reached out to caress her face.

“You’re hot,” she said, jerking away from his hand. “Are you sick too?”

“What?” Ethan’s eyes narrowed in confusion.

“Your touch, it burns.” Dawn lifted her hand to his forehead.

He pulled away, bewildered. “I’m fine. One patient is quite enough. Now lay back and get some rest.”

Ethan glanced curiously at his palm and watched as every crinkle and line of his skin seemed to glow with energies. He concentrated for a moment, focusing on containing the magicks and then reached down to caress her cheek again.

“You’re running a fever, Dawn. That’s all. It’ll break soon.”

“Are you okay?” She asked, her hazy gaze struggling to see him in the dim light. “You look kinda strange.”

“Never better, luv. Never better.”

Giles and the rest of his group made a break for the forest line. Faith led, followed by Giles and Carrie, with Buffy bringing up the rear. Margaret and her team ranged on either side, ensuring no zombie could reach the core group.

Giles heard a scream and glanced back just in time to see a Council soldier fall, with Katako standing proudly above him, her sword seeming to absorb the daylight. When the second CoWboy charged, she quickly pierced his heart. Margaret started towards her, but Giles grabbed her arm and held her back.

“Your army falls!” Katako pointed her blade at Buffy. “Our time has come, false one!”

“And here I was beginning to think you stood me up.” Faith gave her sword a swish and charged after the young girl.

“Faith… no!” Buffy followed for a few steps then paused to look back anxiously at Giles and the others. “I can’t let her fight alone. I hate this!”


She shook her head. “I didn’t want you to have to face Ethan alone, but you need to get up there, Giles. Take Margaret and Carrie and get to Dawn.”

“But you’re not…”

“I’m fine,” Buffy insisted. “Please, just go!”

Giles waited a moment, staring apprehensively down at her. “I love you,” he finally said.

“I love you, too. Don’t get dead,” she added with a soft smile.

"Ah, young love," he said shaking his head.  "It's filled with such romantic thoughts."  After a final look, he took off running as fast as he could toward the forest edge.

“Faith, wait up!” Buffy yelled and hurried to catch up.


Credits   Act Two

previously prologue credits act 1 act 2 act 3 act 4 end credits