A/N: I've just finished watching Death Becomes Them and it started off a little plot bunny in my head. So here's my alternate version of that episode.

It's just a one shot though, so there'll be no updates. There's a few things I'm going to be leaving out, for instance there'll be no zombie Inspector Davidson and I'm leaving out everything that's happening with Darryl.

Down in the underworld, Zankou stood over the body, casting a surge of power over it with his hands. Behind him stood the Alchemist, watching anxiously.

"Careful. Take it easy," He walked to the other side of the demon and peered down at the body, "Careful. Not so much." He quietened down a little when Zankou glared at him impatiently but then piped up again with, "Yes, yes! It's alive!"

The once dead figure sat up suddenly. It's flesh was gnarled and rotten. And it's clothes were ragged and dusty.

Zankou smiled, "Welcome back."

"Where am I? What am I doing here?"

"Beginning your new life," answered the Alchemist, "What's the last thing you remember?"

"A demon. Attacked me," replied the living corpse bitterly.

"It killed you," Zankou said, "Three years ago. I brought you back."

The Alchemist glared at him, "We brought you back."

"I don't understand," The decomposed figure said, it's voice hoarse from years of not using it.

"Well, then let us help you, my child," The Alchemist said gleefully as he thrust his hand towards the rotting flesh and ignited the memories in it's dead mind.

Zankou smiled evilly, "Do you remember Phoebe Halliwell? Think of all that she cost you."

"You were just doing your job," The Alchemist added.

"It was quite selfish of her really," Continued Zankou, "She lived on while you lay dead and buried. And we mustn't forget Piper. She could've fought harder. She didn't even try to save you. It's time to even the score."

The figure growled menacingly and went to stand but Zankou put out a hand stopping it, "Not yet. I'm saving you for my grand finale."

"Zankou?" Piper questioned as she sprinkled the ingredients into the potion pot.

"He's certainly powerful enough to help the Alchemist," Paige replied, "And he knows us well enough to try something like this. Maybe he's finally going after us."

"Yeah but why kill an innocent? Why not just come after me?" Phoebe asked.

"Maybe he's trying to break you down."

Phoebe sighed, "I'm beginning to like it better when I thought I was cursed."

"And you know you're not, right?" Piper asked seriously.

"Right, I do now. I should've listened to you yesterday."

Piper looked confused, "What do you mean?"

"You know, the talk we had in the attic." Piper and Paige both looked confused at this. Phoebe stared at them both in horror, "Wait, was that not you?"

Paige frowned, "It was probably Zankou, he shape shifted into one of us before."

Phoebe jumped down from where she was sitting on the counter and stared at Piper, "Okay, well how do I know this is you now? How do I know you're not Zankou now?"

"Because I'm not!"

"Prove it."

Piper looked irritated, "Jake Singer. Back seat. Tenth grade. Can Zankou tell you about that?"

Phoebe closed her eyes, "I think I'm losing my mind."

"What are we going to do?" Paige asked.

"The only thing we can do," Answered Piper, "Vanquish Zankou."

"Okay," Said Paige, dropping the ingredient she'd been about to put into the pot, "Well, I guess we won't be needing that potion."

"Actually, we need to get to the Alchemist who can lead us to Zankou."

"Well, I have to go check on Joanna. Make sure she's okay."

"Okay, hurry back."

"I will," said Paige as she orbed out.

Paige knocked on Joanna's door. This was the third time now and she still wasn't getting an answer, "Hey, Joanna, it's me, Paige. I'm back. Joanna, open up. You okay?" Trying the handle, she was surprised when the door swung open.

Sighing, she muttered to herself, "I told you to keep the door locked." She stopped short when she saw Joanna's lifeless body lying across the floor. "Oh God…" Dropping to her knees, she reached for her charge but she knew she was too late as her fingers made contact with the already cool and waxy skin. "I'm so sorry," She wept as she stroked Joanna's hair, "I'm so sorry."

Paige hung up the phone, "Darryl's not answering." She walked across the sun room and sat down on the wicker sofa. "How can he not answer?"

"I'm beginning to think he can't help anyway," Piper replied.

"Well, I have to call the police. I can't let Karl just get away with this." She sighed miserably, "I should've been there with her. I should not have left her alone."

"You can't blame yourself," Leo consoled, "You have other responsibilities you can't ignore either."

"But you said I'm supposed to be able to sense my charges and I didn't sense anything," Paige snapped, "So can you tell me what the hell is wrong with me."

"Nothing," Leo soothed, "Nothing is wrong with you. It takes time to form the bond between charges and Whitelighters that's all."

"That's not good enough because I promised her that I was gonna be there and I failed!"

"No, you didn't, sweetie," Piper said softly, "I think Zankou wants you to think you did."

Leo looked puzzled, "Zankou?"

"It has to be him. First Phoebe's friend now Paige's charge. It can't be a coincidence."

Paige frowned, "You think Karl's working with Zankou?"

"I think he is Zankou. Think about it, he knew exactly what he was doing." She looked up at Leo, "He's targeting people in our lives."

"Well, what good would that do?" He asked looking confused.

"I don't know. Maybe he thinks if we're be rattled enough we'll be vulnerable."

Paige sat forward slightly, "No one in your life's been targeted."

"No not yet. But that's why you need to get Leo and the boys to Magic School right away."

Leo sighed, "We've been through this. I'm not gonna run and hide every time a demon attacks."

Piper stood up, "Leo, this is not just another demon and this is not just about you hiding. This is about the safety of our family. You need to go. Now."

Leo relented, "All right. I'll get the boys." He turned and disappeared up the stairs.

"Piper, what about the other people in your life?"

Piper turned back to face Paige, "The best way to protect them is to get Zankou."

Zankou flamed into the empty attic and looked at the Book of Shadows that had been left open on the table. Putting his hands towards it, he attempted to pick it up but a force field appeared preventing him from getting too close to it.

He tried again, this time trying to force his hands through the protective shield but to no avail. He eventually gave up and stood still for a moment, panting from the effort.

"Getting closer," He muttered to himself, "I guess I'm going to have to kick things up a notch." He smiled to himself and flamed out.

Piper and Phoebe walked into the attic towards the Book. Phoebe glanced around nervously, half expecting dead Tim to come after her again. Piper looked at her, "It's clear. No one dead or undead."

Phoebe glanced over her shoulder, "Are you sure?"

Piper looked all around her but couldn't see anything, "Pretty sure. Unless they're invisible."

Phoebe looked even more panicked, "You think they could be invisible?"

"No," Piper said impatiently, "Come on. We gotta find the Alchemist and, hopefully, Zankou. Paige!"

Paige materialized in a swirl of orbs, "What? I was just getting Leo and the boys settled in at Magic School."

"I need you to see if you can find Joanna, quickly."

"I thought I told you, she's dead," Answered Paige sarcastically.

"Yeah," Replied Piper, "Not for long."

"You think Joanna's gonna come back too?" Asked Phoebe.

"I'm counting on it." She turned back to Paige, "So, you need to see if you can sense her."

Paige sighed and closed her eyes trying to sense her deceased charge.

Piper looked at her expectantly, "Anything?"

Paige shook her head, "No, but Leo said our bond hadn't fully formed yet, remember?"

"Okay. Then we're gonna have to scry for her the old fashioned way." Piper walked behind Paige and grabbed the map and crystal. She put them down in front of her.

Paige looked uneasy, "Do you think she's even gonna turn into a zombie?"

Piper sighed, "It fit's the pattern."

"Trust me," Said Phoebe, "You don't want to be surprised when it happens."

"So, just concentrate. She was your charge. If anybody can find her, you can." Piper handed Paige the crystal and picked up the Book of Shadows.

Paige pulled a face but starting swinging the crystal over the map, "You know, I'd really rather not find her. Considering I'm the reason she's dead."

"Join the club," Muttered Phoebe, moving to stand next to her.

Piper put the Book down on the pedestal, "The faster we find Joanna, the faster we'll find the Alchemist. And hopefully Zankou, before he kills anybody else in our lives."

The crystal suddenly pulled from Paige's hand and dropped onto the map, "Found her." She looked down to see where it had landed, "Cemetery."

Phoebe shook her head, "Not good, never good."

The three sisters orbed into the cemetery and saw the corpse of Joanna lying on a stone slab in front of them. Paige recoiled slightly at the sight, "Oh, God, that's her."

Joanna's eyes suddenly opened and she turned her head to glare at Paige, "Miss me?" She was a horrific sight, streaks of blood ran from her eyes, ears and mouth and her eyes were an unnatural pale blue colour. She sat up quickly.

The three of them gasped and stepped backwards but walked straight into Tim who snarled, "Looks like it's time for payback."

Phoebe put her hand out towards him, "Look, we don't wanna hurt you."

"It's a little late for that."

Phoebe glanced at Paige, "Maybe you should orb us out of here."

Piper shook her head, "No, the Alchemist has to be around here somewhere."

"I see my reputation precedes me," Came an oily voice from across the room. They turned to see a grubby looking man walking through a doorway, "But if you want to get to me, you'll have to get through them." He gestured to the three new zombies who had walked in with him.

He pointed his hand towards the witches and a pink glow appeared. The three zombies started towards them automatically.

Piper couldn't take her eyes off of them, "Those are all innocents I've lost."

Joanna nodded, "That's right. You three have done a lot of damage in your time."

"Seriously," Roared Tim, "Have you done any good at all?" He lunged forward and threw Phoebe across the room. She hit an urn which shattered with the impact and left her unconscious.

Paige called out to her, "Phoebe!" but she was cut off as Joanna hit her from behind and knocked her to the ground. "Friend, my ass."

Piper looked over at the alchemist who now had several pink lights protruding from his hands. She guessed he must be controlling them, a bit like a puppet master.

She saw the three innocents coming towards her and ran back, grabbing a flaming torch from the wall and waving it at them to ward them off. Even though she knew it was the Alchemist controlling them, she didn't want to hurt them as she felt like she'd already let them down once.

"Yes. Yes, my children. Good," The Alchemist called out in encouragement to his undead creations.

Tim lifted Phoebe up onto one of the slabs and was in the process of trying to strangle her.

Joanna had managed to get hold of an arm bone from somewhere and was trying to smash it into Paige's face. Paige was only just managing to hold it away from her to stop it doing serious harm but was still pinned down and fighting for her life.

Piper's torch was suddenly ripped from her grasp by one of the zombie innocents. As they advanced on her, she glanced at her sisters and saw how much trouble they were in.

As the zombies got closer she begged, "Don't make me do this." She struggled to breathe as she psyched herself up for what she was about to do. "God help us," She muttered to herself as she threw out her hands and blew up each of the innocents with her exploding power.

"No!" The Alchemist screamed as he saw his wonders being destroyed.

Joanna looked up, distracted by the wail. Seeing her chance, Paige grabbed the potion she had dropped earlier and threw it at her former charge causing her to disintegrate into nothing.

Piper flung her hands out at Tim, blowing him up and freeing Phoebe. Her sisters struggled to their feet and ran over to her. Phoebe put a hand on her arm, "It's okay. You had to."

"We all had to," Paige added.

"You," The Alchemist screeched, "He told me you wouldn't. You couldn't!"

"I wasn't sure if they would," Came Zankou's voice. He stepped out from the shadows and smiled at the Alchemist, "But that's why I saved our other friend until last." He looked over to Piper, "Can you really bring yourself to kill this one?"

Before she could think of a witty response, Zankou stepped back into the shadows. A noise came from the doorway as another person made their way into the mausoleum.

Unable to see who it was yet, Piper raised her hands ready to blow this next undead creature back to the grave but as soon as zombie stepped into the light she dropped her hands with a gasp and stepped backwards in horror. She heard Paige take a sharp intake of breath and heard Phoebe mutter something incoherent under her breath.

"Don't I get a hug?" Snarled the former Prue Halliwell.

Piper closed her eyes tight and tried to gulp in some air to stop herself passing out, "This isn't real. I'm dreaming. Wake up, Piper."

"Oh, it's real alright, Piper. You can't escape the fact that you didn't fight hard enough for me. You let me die and now I'm going to repay the favour."

As she lunged towards Piper, Phoebe shoved her back, "Stay away from her."

"You're right. It should be you I kill. You're the one who abandoned us to be with your precious Cole!"

"That's not true. I was trying to save Piper. The Source reset time too soon. He didn't give us chance to get back to you!" Paige grabbed Phoebe by the arm quickly and pulled her back as Prue lashed out viscously.

Prue turned on Paige, "What? You're the big, bad sister now are you? You don't even belong here!" She grabbed Paige by the throat before she could move and flung her across the room. Paige hit the wall hard and collapsed in a crumpled heap on the floor.

Piper ran to her but as Phoebe tried to follow, Prue blocked her path, "I'm not finished with you yet." She lunged forwards and hit out at her but Phoebe managed to block it. "Ding, ding," Prue snarled as she went for her again.

Piper reached Paige and rolled her over onto her back. Blood ran from an open wound on her forehead. "Paige? Come on, wake up. Please, wake up. We need you." She glanced over to Phoebe who was engaged in hand to hand combat with Prue and tiring quickly. She looked back down at Paige and saw her eyes starting to flicker open, "That's it. Come on…" She helped Paige sit up.

Paige looked over to Phoebe and saw her fall, "Piper, you've got to blast her."

Piper shook her head, "I can't."

Prue grabbed a large piece of broken tombstone and raised it over her head ready to strike Phoebe with it.

"Piper you have to!"

Prue swung the stone down towards Phoebe, who managed to roll out of the way just in time.

"Piper!" Paige shook Piper roughly, "Listen to me! That is not Prue! Okay. Prue is in the afterlife with Grams and Mom. The Prue over there is just an empty shell that he's controlling!"

Piper looked over at the Alchemist who, once again, had a pink light protruding from his hand as he controlled zombie Prue's movements.

Hearing a smash, Piper looked back over to Prue and Phoebe to see that the stone had smashed on the floor and that Prue now had Phoebe pressed to the ground by her throat.

"Piper, please," Paige pleaded.

Closing her eyes, Piper flung her hands out towards her dead sister and heard a scream and an explosion. She felt Paige's arms go round her tightly as she began to cry.

Phoebe made her way over to Piper and Paige and crouched down next to them massaging her throat and trying to get her breath back. Hearing another explosion, Piper opened her eyes to see Zankou throw a fire ball at the Alchemist, killing him instantly. He smirked at the three of them, "He served his purpose."

"Why would you do that?" Snapped Piper through her tears, "What do you have to gain?"

"You'll soon find out," He replied before flaming out.

As the sisters entered the attic Paige asked, "Well, why can't we vanquish Zankou the same way we vanquished the Source?"

"He'll be ready for that," Answered Phoebe, "That's why we need something new."

"Why did he vanquish the Alchemist himself?" Asked Piper, still feeling emotionally drained from the events in the mausoleum.

Paige shrugged, "I don't know. Maybe there's something in the Book." She turned towards the pedestal and walked towards it quickly when she saw it was empty, "Where's the Book?" She sighed heavily as it hit her, "Zankou."

"Yeah, but how did he get it?" Asked Phoebe.

"It doesn't matter," Said Piper, "He's got it now.

"The question is, what's he gonna do with it?" Asked Paige worriedly.

Zankou sat in the underworld flipping through the pages of the Book of Shadows. He laughed to himself. "Now the fun really begins!"