Set in the Alternate Universe in which the Master rules most of Sunnydale and Vamp Willow and Xander are his loyal henchmen.

Summary: Buffy and Oz fight the Master at the warehouse *much like the episode except for a few changes*

The Master had her, his pale claws like vice grips on her neck. Buffy struggled fiercely against the king of vampires. His fangs slid down over his lips and he opened his mouth wide…

The sounds of battle were deafening. The White Hats and vampires combated ferociously, meeting like darkness and light incarnate. Giles, the school librarian and rebel leader, led the charge against the Master's forces. He was valiant, swinging a spiked mace with deadly accuracy. He crushed the skull of a vamp, then turned to smash the leg of another from behind him. Oz, one of his more brave warriors, staked the downed vampire and continued on. He saw a red headed vampire materialize. He knew her as Willow, the most lethal of the Master's hordes.

"Capture her Oz, but don't kill her!" Giles commanded. The brown haired boy nodded and approached the leather clad vampress.

"Aw, is little Oz going to stake me?" she teased, a look of mock fear on her pale face. "How cute," she vamped out and pounced on him. Oz ducked beneath her, grabbed her arm, and lifted his back, sending Willow crashing to the floor.

"Ow!" she gasped. "That did *not* feel good." she pouted, flipping back to her feet to face the White Hat. "You people are like ants crawling up the leg of the Master. Just a nuisance. It's a matter of time before Sunnydale is completely ours, then the world." she smiled wickedly, her blood red lips pointed and parted to reveal her fangs.

"How Dr. Evil of you." Oz said as he lifted his stake. Willow lashed out with her fist, catching Oz in the face and breaking his nose. He cried out, blood spraying and flowing down his face. He blindly charged into Willow, backing her up against a wooden crate. He held up the stake and plunged it down into her stomach. She gasped and looked at him in shock, then at the ragged, grisly wound. She drew back her head and brought it down upon his forehead. Oz stumbled backwards and slipped on a puddle of blood, the blood of his comrades. He fell hard, the breath rushing from his lungs. Willow staggered a few feet, trying to get the stake out. Oz could tell she was weakening. He got up and grabbed a lock of coppery red hair. He brought up his knee and smashed her face in. He drove his fists into the tender area around the stake wound, eliciting growls and shrieks from Willow. She kicked at him, but the small boy grabbed her ankle and twisted it, sending her face first into the cement floor.

"Hey, why don't I pick on somebody that's not my size?" Oz whirled around to see Xander, the Master's other lackey. He was about to approach Xander when a wooden splinter the size of Oz's arm pierced the vamp's side from behind. Xander turned to cuff the White Hat in the face, then howled as Oz found a discarded lead pipe and bludgeoned Xander with it. He fell alongside Willow, both badly hurt but alive. At least, as alive as vampires can be.

"Thanks Craig," Oz said to the fellow White Hat. The taller boy nodded and pointed to Buffy.

"She needs our help."

"You stay here and watch these two," Oz ordered. He withdrew a steel crucifix from his belt and hurried over to the Slayer and the Master…

"Your blood…will make me invincible…" the Master said in ecstasy. He licked his pale crimson lips as he dipped his head to Buffy's neck. Buffy drove her heel up into the vampire king's face, followed by a fist to the left eye. Her knuckles cut his aged skin and let cold blood flow into his eye, rendering him momentarily blind. Before Buffy could follow up, Oz came with a metal cross, brandishing it in the Master's visage. He snarled and swiped at Oz as his flesh sizzled. Buffy blocked the blow for Oz, as the White Hat clicked on the top of the crucifix, causing a slim blade to slide out of the bottom. He slashed at the vampire's face, lacerating it with bloody lines and gaping cuts. Buffy lashed out with a booted foot, making the Master crash into a conveyor belt. He leapt on and grabbed onto a hanging chain. He deftly climbed it and called out: "Retreat my children! This battle is over!" he glared down upon Buffy and Oz, his eyes smoldering and his thin lips curled into a sneer. "Next time we meet I shall smear the walls with your blood."

"He was talking to you right?" Oz asked the Slayer. The vampires receded as one like a dark wave. They all spilled out of the warehouse and the Master disappeared through the skylights. The remaining White Hats gathered around the Slayer and Oz.

"This shall be a milestone in the taking back of Sunnydale." Giles proclaimed. He removed his glasses and cleaned them, then surveyed the scene. The corpses of young White Hats mingled with the ashes of dead vampires. His heart was suddenly too heavy in his chest and he heaved a sigh. Quietly, he said, "Pity that the milestone must be cemented with innocent blood."

"Hey boss man, what do you want with these?" Craig asked, holding a cross bow at Willow and Xander. The two vampires fixed the humans with a scathing glance.

"Kill them," Buffy said, taking the steel crucifix from Oz and walked over to them.

"No, wait!" Giles called, stepping in front of the Slayer.

"For what?" she asked. "They're vamps, and I kill them. There's no discussion. Why are we discussing?"

"No, they possess valuable information that will be vital to our cause. Information that, if used properly, will lead you to destroy the Master." Giles said.

"You're clever, Old Guy." Buffy admitted. She passed the weapon back to Oz. "Nice design. Think you can get me one?" "Sure." Oz said, strapping it back to his belt loop. "Just five ninety nine shipping and handling."

Buffy nodded, a gesture that Oz took as 'I'm amused, I just don't laugh'.

"Eh, yes. Now, let's gather the bodies and head back to the school," Giles said. Oz couldn't help but notice the heavy note in the librarian's voice. It would be easier if they were *just* bodies, if they didn't know their names. If they didn't know that the one with her neck snapped into an impossible angle was Samantha, an aspiring artist who will now never get to showcase her amazing talent in a gallery. If they didn't know that the man who lay with unseeing eyes was Chris, a photographer and brother of two little angels.

After the White Hats wrapped their dead in white sheets and loaded them into the van, Oz approached Buffy.

"Hey, do you need a place to crash?"

"Wouldn't your folks mind if you brought home a deviant girl?" Buffy smirked, her nose ring jangling a bit.

"I'll never know. The Master killed them."

Buffy's smirk melted and hardened.

"Sorry 'bout that. Thanks for the invite. Don't have any money for a hotel anyway."

"Well that's good news," Giles said, rejoining them. "Would you mind holding Willow and Xander at your house, seeing as the Slayer would be staying with you?" "Sure, the more the merrier. Can we slap them around a bit?" Oz asked hopefully. "Yes," Giles said seriously, then turned to leave.

"He seems like a nice guy," Buffy said, jerking her thumb in the librarian's direction. "A little stiff but nice."

"Yeah, Giles is a good man. Now should we hog tie these two or just beat them into subservience?"

"I opt for choice B."

The two vampires hissed as the Slayer and White Hat neared them with sadistic grins on their faces and crosses in their hands.