Disclaimer: I don't own any of these wonderful characters. I'm just borrowing them for my own entertainment.

Spoilers: This is set after "Phases" in Season 2. Oz is a werewolf, Xander and Cordelia haven't come out of the closet (literally), Willow's nowhere near the closet (figuratively and literally) and Angel is Angelus.

Author's Note: This chapter is short, more will be coming shortly. Please take time to review. Constructive Criticism is deeply appreciated.

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"I have a bad feeling about this," Xander said as Buffy dropped into the sewer tunnel behind Willow and him.

"Well, that's certainly comforting," Buffy said holding her stake higher.

"Is this what comfort feels like?" Willow asked nervously, "I thought it would feel....comfier."

"I thought it would smell better," Xander said wrinkling his nose at the stench. The three of them took up the width of the tunnel. He glanced over to Buffy who was on the far right, "Which way?"

Buffy frowned, "He couldn't have gotten far. Let's go this way."

The three of them took a couple of steps forward in the disgusting water away from the dim light that filtered from the hole in the tunnel leading to the street. There was a splash as Xander stumbled and fell in the murky water and gave a little gasp. Buffy turned abruptly ready to fight.

"Xander are you okay?" Willow asked squinting in the low light to find her friend.

Xander got up quickly scooting away from the spot where he had tripped. "I think I found him."

"What? You see him? Where is he?" Buffy asked trying to see into the dimness. From what she could tell Xander wasn't being held by a vampire.

"I'm seeing more of him than I'd like to," Xander said with a grimace and nodding to the water. Buffy looked down and saw the remains of a vampire lying on the ground. She could only tell it was a vampire because it had it's game mask on. The rest of it had been disemboweled.

"Eww," Willow said her eyes wide.

Buffy knelt beside the remains to make sure the vampire was dead. She looked for a heart to stake in the soup of organs visible but found none.

Xander came up behind her, "What could have done that to a vampire?"

"Demon?" Willow offered.

"A vamp killing demon. Not really such a bad thing once you think about it," Xander said wiping his bloody hands on his pants from when he had fallen into the vampire goo. When he got home he was going to take a long shower. Maybe three.

"Unless it does the same thing to humans," Buffy said putting her stake away and pulling a sword out of her bag of weapons. "On to Plan B."

"There was a Plan A?" Willow asked following slightly behind Buffy.

"Yep. Find. Destroy. Stake, " Buffy frowned, "Kind of redundant now that I think about it."

"And Plan B?" Willow asked.

"Find. Destroy. Chop demon head off."

There was the sound of splashing and the three visibly tensed. Buffy raised her sword as a shape approached. It was a female vamp running straight for them. Buffy quickly pulled out a stake from her back pocket, but was momentarily distracted when the vampire seemingly more concerned with what was behind her, screamed, "It's coming!"

Xander and Willow exchanged looks as they raised their crosses again for protection. Buffy moved in to stake the vampire but she was blocked and thrown against the wall. Then the vampire scrambled up the ladder into the night before Buffy could move. Out of the darkness where the vampire had appeared there came a low growling sound and two red eyes appeared in the darkness.

"Okay, you know that bad feeling I was telling you about?" Xander asked, backing against the wall. "Well, it just got worse."

Buffy stepped forward the sword raised. The demon stepped into the small circle of light, it's red dull red body standing seven feet tall. It made another guttural sound and then sniffed the air. It's red eyes traveled over the three as it crouched.

"Get out of here," Buffy said to her them, as she sprang forward. Willow was halfway up the ladder with Xander at the bottom when the demon jumped over Buffy. It was now standing between her and her friends. Willow froze on the ladder looking down at the hideous demon. The demon bent down and began sniffing Xander.

Buffy ran up behind it hoping to distract it she yelled and stabbed at it with the sword. The demon cried out in pain and swatted at her. She rolled away from the clawed hand as Xander jumped on the ladder and began a frantic crawl up.

The demon turned from Buffy and swatted at Xander knocking him into the filthy water.

"Xander!" Willow screamed, now safely above ground. Buffy ran at the demon who was had picked up a struggling Xander and was holding him by the shirt. She managed to stab it in the stomach causing it to cringe and drop Xander. Buffy raised her sword again, but the demon jumped over her and quickly disappeared into the tunnel it had appeared from. Xander moaned as he sat up, there were three bloody claw marks visible on his shirt.

"Xander, are you all right?" Buffy asked kneeling beside him. The cuts looked deep.

"Considering I still have all my intestines, yeah."

Buffy held her hand out to help him up. "We'd better go find Giles. This doesn't look good."

Xander nodded as he made his way up the ladder towards a worried looking Willow. Buffy followed looking once more around the tunnel before hoisting herself out.

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