Author's Notes: I Decided this might an interesting crossover, Buffy the Vampire Slayer/Special Unit 2/Charmed/X-men I said hey let me try it and see what comes out and this is what I got so enjoy.

INTRODUCTION: Evil.some think it a concept, a state of mind, a choice one makes, whether to be evil or not. Though if the scale is tipped too far in evil's direction, an imbalance in power occurs and evil manifests into something tangible. Such a catastrophe occurred, Evil manifested itself into a black cloud that encompassed the earth, destroy most living things good or evil, and creating evil Spawns of its own to destroy all that is left and rule in complete anarchy, Skulking about the ruins that humans once called Earth.

SUMMARY: It's the end of the world, and the only ones alive to save it happen to be, two vampires that don't get along, Two whitelighters that don't get along, a kick boxing witch, a dog, some guy with a short fuse and long metal claws and a trigger happy demon killing cop. Can they put aside their differences long enough to turn back time? Or will there petty differences consume them?

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The sky was dark, and the moon was nowhere in sight. Spike kicked some rubble out of the way, so he could make his way out to the street. It looked like a nuclear bomb had gone off, and Spike wasn't so sure that one hadn't. Though why he was still in one piece he didn't know. He'd been wondering around here for at least three days, and he hadn't seen any sign of life. He didn't even know what happened, he was asleep and when he woke up he was under a large chunk of rock. At this point he would've given anything for someone to talk to, anyone, human, demon, Whatever.

As if someone had read his thoughts, he heard a slight whining noise, then a hint of movement.

"Hello?" Spike called out, though it may not have been the best move, he was desperate.

He came to the ruins of the bronze, and found a large dog, a Boxer probably{I don't mean large as in Great Dane large I just mean he wasn't small}, clawing at a chunk of rock. Spike smelled the dog's blood so he knew it was hurt. As he got closer he noticed that the dog had been clawing at it for a while, there were scratch marks in the rock, and his nails where worn down to the point where they were bleeding. The dog stopped and looked at him wearily then began clawing at it again.

"Hey now stop that," Spike told him, "now what's the bloody problem?"

The dog whimpered slightly at him and continued clawing at it. As he got closer he realized why, A girl was trapped underneath, alive but barely. Human, but Spike figured 'What the hell? It's the end of the world.' He gently picked up the struggling dog and pulled him off of the slab of rock, then picked up the rock and tossed it out of the way. The girl was young nineteen probably. She dressed as if she was about to enter the Bronze, or maybe she was just leaving. He picked her up out of the rubble and carried he into what was left of the crumbling building. The dog followed behind him, now limping. He laid the girl on top of a pool table which he had to flip over. The dog attempted to jump up there with her but to no avail, so he laid down beside Spike who'd grabbed the nearest unbroken chair.

"So what's your name mate?" he asked the dog as if it would answer.

The dog licked his hand gratefully in response.

"Now you don't see me slobbering all over you, Do you?" Spike demanded pulling his hand away.

Spike began to notice a significant change in temperature. It didn't bother him of course he had no body temperature but he noticed the dog had curled into a tight ball, so he figured the girl might be cold too. He pulled off his leather jacket and placed it over top of her.

"Now you stay here mate." Spike told the dog, "I'm going to go find something to burn."

The dog climbed into the chair he'd been sitting in, and sat there as if he were a sentry. Spike grinned at that, though he'd deny it under oath he kind of liked the dog, of course, he was also the first living thing he'd seen. He walked around outside the Bronze and began to collect anything wooden or flammable. When he had too much to carry, he walked back inside and dumped it a few feet away from the pool table the girl lie on. He noticed the dog wasn't there, when he scanned the area for him, he didn't see him. He turned around and the dog was behind him.

"Bloody hell, What's the matter with you?" Spike demanded.

The dog grabbed him by the leg and began pulling him in the direction of the girl.

"Hey, let go," Spike growled pulling his leg away, "Bloody mutt."

The dog barked at him, then jumped on him desperately trying to get his attention.

"What?" he demanded.

The dog ran over to the pool table, and jumped up on it but only managing his front paws. He tried to lick the girl but couldn't quite reach. Spike walked over to him and pulled him down.

"I'm sure she wants your slobber all over her too," he said rolling his eyes. Then he noticed what the dog was probably trying to tell him, the girl's hand was twitching slightly and her eyes were moving wildly beneath her eye lids. Suddenly the girl sat up, grabbing his arm as if waking from a bad dream. Once realizing she didn't know him she immediately let go. Recoiling slightly.

"Wh-what.Wh-where.Wh-who." She couldn't decide what to ask first but she was clearly terrified.

"I don't know what happened, We're in what's left of the Bronze, and I'm Spike," he said answering her three questions in order, "Who might you be love?"

"Kerri," she said slowly, then taking a deep breath.

As she did, she winced in pain, she began to notice every breath she took hurt.

"Broke some ribs did you?" Spike asked as he returned to the pile of wooden lighting it on fire.

"How?" she asked.

"Well I'm guessing when the big slab of rock fell on you, but I could be wrong," Spike said sarcastically.

She tried to get off the table she succeeded, but a sharp pain went up through her ankle and to her leg, and her ankle refused to hold her she nearly fell, but Spike caught her.

"Love you might want to sit down," he said helping her over to the chair he'd been sitting on. The dog ran up to her and tried to jump in her lap but only managed to get its upper half of its body in her lap.

"Get off of her you stupid git," he muttered, attempting to pull the dog off of her.

"Its okay I'm used to it," she told him grinning.

She scratched the dog's head and it tried to lick her in the face, "Okay Hudson, I love you, but you have dog breath."

The dog put its head down as if it were insult and hopped off of her. He walked over to Spike and nudged him with his head, then curled up on his feet, making it difficult for Spike to move. "Bloody hell."

"He likes you," she grinned, "First impressions last on him, he'll probably like you fornever."

"Yeah well he really likes you, he was clawing at the stone on top of you," Spike told her, "He was bleeding I think it stopped though."

She was quiet for a moment at that then finally speaking she said, "Thank you."

"For what love?" Spike asked.

"Well I'm assuming Hudson didn't carry me in here," Kerri said grinning halfway, "But I could be wrong."

"Oh that," Spike said shifting slightly, not quite used to playing the hero.

Hudson's ears suddenly pricked up. He stood up and put his nose to the ground, his hair began to stand up on his back, and low throaty growl could be heard from him.

"What Hudson?" she asked.

Spike held up a hand silencing her. He glanced around, he smelled something but it wasn't like anything he'd smelled before, whatever it was actually smelled evil. Then from seemingly nowhere large creatures that resemble large black roaches, that walk on there hind legs, came from all angles there were five of them.