Disclaimer: I don't own the characters, locations or plots from Buffy the Vampire Slayer. This is just a work of fiction which has only been able to come into being because of the universe that Mr. Whedon's created.

Justin was so thirsty as he sat in his car with Dawn on the passenger seat. She was coyly looking out the window while he had his hands on the steering wheel. His hands were at the one and three o'clock positions and if his heart could beat, he would have felt it racing. He glanced at the young girl who was wearing simple jeans and T-Shirt that accentuated her curves and profile. He licked his lips while staring at her neck, and then he glanced at the window… and saw the reflection of her eyes as they looked out into a dimly lit section of the park where he parked his car.

Her hazel eyes. He stared at her hazel eyes.

Justin's eyes then travelled from the reflection on the window to Dawn's cream coloured neck. He could hear her heart racing. He could hear the blood traveling through the large vein in her neck as it gently pulsed.

He was so thirsty.

Justin licked his lips as he leaned in closer to Dawn's neck.

He was so thirsty that drinking Dawn's blood was all he could think of.

Justin knew he had to take it slowly- he didn't want to frighten the poor girl. He slowly reached out with his hand, and gently lay it on the top of her hand which was laying on her left thigh. Dawn looked back at him and pulled her hand back sharply, "you're cold."

"It's the car's air-conditioning," he said as he turned his body on the driver seat and faced Dawn. He nodded at the air-conditioning vents and placed his hand over the flow of cool air before placing that same hand on Dawn's right cheek. She closed her eyes and took in a deep breath once the cool touch of his skin gently landed on hers, "see. I told you it's from the air-conditioning."

He and Dawn looked at each other for a few seconds before the both of them leaned in towards each other. It was only less than ten minutes ago that Dawn's friend, Janice, and Justin's friend, Zack left the car. The two of them were kissing vigorously in the back seat while Dawn, who hadn't been kissed before, could only sit nervously in the passenger seat looking out the windshield. It was after Zack and Janice left, for some much needed privacy, that the nervous energy in the air started to lessen.

And now, Dawn started to feel the nervous energy dissipate as she and Justin kissed while thinking to herself excitedly, 'my first kiss! This is my first kiss!' The both of them were already kissing for several seconds when Justin bit on Dawn's lower lip a bit too hard. They parted and, while Dawn's eyes were closed as she yelped, Justin already vamped out. He was aware that his fangs and eyebrow ridges were showing as he stared at Dawn for a split second before he regained control and fought the urge to bite into Dawn's neck immediately. He heard from the one who turned him that it felt good to see the look of fear in their victim's face when they laid eyes upon their demonic façade just before going in for the kill.

And Justin loved seeing that fear on the faces of humans. But there was something about Dawn he was attracted to. He wanted to sire her so that she could be his companion, at least until he found someone better. So, he reverted to his human face just as Dawn opened her eyes and stared at him before taking her finger to the left corner of her bottom lip. Dawn then gingerly brushed her finger on the area where Justin bit down, and said he bit a little too hard.

"Sorry," he whispered before leaning in and gently kissing Dawn once again. As for Dawn, her mind was pre-occupied with the feeling of their lips touching, the feeling of his left hand travelling down her arm to her waist and then to her back. She felt herself being pulled towards him as she instinctively placed an arm around the back of his neck while his other hand ran through the hair at the back of her head.

For that moment in time, as Justin moved back her hair from the side of her face while kissing down her jawbone and to her neck, all Dawn could think was, 'I wonder if Janice is having this much fun.' As he kissed her neck, Dawn gasped as her heart raced. There was something telling her to take it slow… in fact, she could hear Buffy in her head telling her to take it slow. Actually, Buffy was in Dawn's mind with her hands on her waist and a scowl on her face demanding that Dawn stop what she was doing.

"Justin, I…" Dawn wanted to say that she wasn't ready. That she didn't want to take it too far. But before she could say anything to stop Justin, Dawn felt the hand at the back of her head hold her down in a vice-like manner while two fangs penetrated the skin on her neck. Dawn opened her eyes wide and gave a small scream while her left hand was flailing. She slammed her left fist on the dashboard as tears travelled down her cheeks while she heard slurping sounds from Justin as he punctured her skin and drank her blood.

Dawn's right hand clenched into a fist and was repeatedly bearing down on Justine's back as he latched down onto her neck. Dawn cried out in pain as she felt her body going limp and cold. Her vision started to blur as she heard her own heartbeat slowing down. And it continued to slow down as Justin hummed while he drank Dawn's blood.

"B… B… uffy…" Dawn stammered while she tried to mentally shout for Buffy. She wanted her sister. She wanted Buffy to save her. Dawn was afraid, "Bu… uff… eeeee," she whispered as she closed her eyes while her heartbeat slowed further. It was several seconds later that Dawn felt Justin unlatched his fangs from her throat. She heard a growl before hearing a male voice yelling her name. But Dawn couldn't think. The voice was so familiar to her as she tried to place it to anyone she knew.

And as she felt warm, thick liquid entering her mouth and travelling down her throat, Dawn heard the voice yelling once again as it got closer. And then she was covered in darkness.

It took a few seconds, but Giles saw Dawn in the car through the windshield. He already dusted the vampire who nearly bit into Janice, who told him before running away where Dawn was located. And now, he found the car. He found Dawn slumped over in the arms of a vampire who was feeding her his blood.

And he screamed out in rage. The Watcher gripped the stake tight in his hand as he ran to the driver side door, opened it, and then grabbed the collar of the vampire. Giles pulled him out into the open while the unconscious Dawn, blood on her lips, fell back on the passenger seat. Giles' heart was racing as he stared at the lifeless Dawn before he turned his head and stared at the young man looking back at him while he was laying on the ground. Justin wiped his lips with the back of his hand before he moved to get onto his feet while Giles rushed around the car to the passenger side and opened the door.

"No," Giles choked as he stared down at the pale, lifeless Dawn. He hesitated for a second before he leaned down and, with tears travelling down his cheeks, searched desperately for a pulse. "Dawn, no… why? Why did you lie and…. Dawn? Dawn? Wake up… please, wake up, and…"

"And nothing, old man," Justin said as he grabbed Giles from the back and flung him to the ground in front of the car. As Giles hit the ground, he released a sob as he remembered Dawn's lifeless body. At that same time, Giles heard car engines all around him. He slowly got to his feet with tears blurring his vision and looked around before turning back to Justin who leaned back on the hood of the car.

"Dawn's mine, old man," Justin said before Giles looked away, his heart racing, and a crushing weight on his shoulders at the thought of Buffy's reaction to the news that Dawn was dead. And judging from the blood on her lips and what he had seen earlier, Giles knew that Justin had already fed her his blood. And that brought another crushing weight down on Giles; the fact that he had to tell Buffy her sister would have to be killed since she would become a vampire.

'No, no, there has to be another way,' Giles thought to himself as he stared at the cars parked around him while the doors opened and their occupants got out. 'Willow…. Willow can re-ensoul her, and… yes. That's it.'

"This guy bothering you, Justin?" a larger young man asked as he walked towards them after getting out of his car.

"He's a snack," Justine said pushing himself off the hood of his car and walking towards Giles before swinging a fist at the older man's head. However, Justin didn't account for the anger etched on Giles' face as he blocked the fist with his left arm before taking the stake in his right hand and stabbing Justin. Giles cried out in anger and sorrow as he shoved the stake into Justin's unbeating heart.

"Die!" he yelled before stepping back as Justin turned to dust. Seeing what happened to Justin, the larger young man who asked Justin earlier if Giles was causing him trouble, vamped out. As did the other newcomers. Giles stared at all of them, spinning around on his heels as he glared at the young men and women who were baring their fangs at him.

He was surrounded.

"Giles!" yelled Buffy before she dashed out from another area of the park with Spike by her side. The two newcomers eyed the surrounding vampires who were growling at her, Spike, and Giles. Buffy and Spike looked around at the Vampires surrounding them, and then at Giles who had his hands rolled into fists while his face was etched in sadness. Buffy saw the tears in Giles' eyes while Spike asked if he found Dawn; and all the Slayer could do was shake her head while her lips parted as a feeling of fear chilled her to her bones at the sight of sorrow on Giles' fce, "no, no, no, no… Giles? No, no…"

"I… I was late.. I… I'm sorry, Buffy," Giles sputtered as freshly formed tears fell down his cheeks. Spike looked past Giles, at the car, while Buffy placed both hands over her mouth. Spike rushed past Giles towards the open passenger door, grabbed it while Buffy yelled out "No!" He stared in stunned silence at the pale body of the young girl he called his 'Lil'Bit'. Spike stumbled back as he stared at Dawn's body before looking up and staring at the vampires approaching them.

"We don't kill on Halloween!" he snarled at the other vampires as he vamped out and rushed up to his feet, "it's the rule!"

"Who cares?" one of the vampires shrugged his shoulders while a female vampire walked next to him.

Enraged, Spike growled and then leapt at the vampire. And that was the beginning of a mass brawl. Buffy was still stunned- but at the same time she was angry. She felt her body heat up in rage as she turned and staked the first vampire that attacked her. She screamed in rage before she leapt at another vampire who was pushed back after a kick to the head.

Spike too was enraged as he dusted one vampire before being set upon by two others. Spike shoved one of them, a young woman, off him before he turned to dust the blonde male who pulled an arm back to punch him. The melee continued with dust being kicked up in the air from Buffy, Spike, and Giles using their rage to fight the Vampires as they fell one by one.

And then, a few minutes later, there were only two vampires remaining. The two of them, seeing that their friends were dusted, turned and started to run. Spike told Buffy to stay with Dawn's body before he was about to run after the two who were running away. However, he stopped and turned, as did Buffy and Giles upon hearing a loud scream of pain coming from the car.

"Dawn!" yelled Buffy who dashed to the passenger side door where she started to hear 'thump' sounds. She ran around the car with Spike and Giles close behind and saw Dawn convulsing on the passenger side seat. Her upper body was violently convulsing, her legs were flailing, her arms hitting the dashboard hard with 'thump' sounds, and her eyes were squeezed tight. "Dawn!" yelled Buffy once again as Giles and Spike looked on in stunned silence. Giles knew he didn't feel any pulse from Dawn earlier, and as he looked at Spike.. he heard the vampire whisper that Dawn didn't have a heartbeat.

"Giles! Giles!" a hysterical Buffy was crying out as she brought her arms under and around Dawn's arms pits and was about to pull her out of the car, "help me… please, help me.. I…"

"AAARRRRHHHHH," Dawn roared in pain as Buffy pulled her out while Giles rushed around Buffy and then reached down and placed his hands on Dawn's back while Spike grabbed Dawn's flailing legs.

"Buffy!" yelled Giles over Dawn's screams of pain, "the boy she was with was a vampire and.. and he fed her his blood."

"No!" yelled Buffy as she looked down at Dawn. She could see the stains of blood on the young girl's lips, but Buffy didn't care. "Dawn's not dead, Dawn's not dead."

"I… oh Lord, Buffy, I felt for her pulse, and…." Giles stammered.

"She…. She has no pulse, pet," Spike struggled to speak as he stared at Dawn screaming in pain.

"She is not dead!" yelled Buffy as she and the others lay her down on the hard ground. She then looked up at Spike and Giles in anger, "she is not dead, she is…" Buffy's voice then broke as tears ran down her eyes, tears that were kept back during the fight by her anger. But now… now the fight was over.. and it felt as if a dam burst. Buffy knew that Spike and Giles were right; Dawn's body was deathly cold, Buffy couldn't feel a pulse but Dawn's body was still screaming in pain. The Slayer knew that a vampire sires more vampires by feeding on the blood of their victims and then, once the victim was near death, the Vampire would himself and feed the victim their blood. Buffy knew that the transformation would take hours, and was painless for the victim as they died.

"She is not dead," Buffy whimpered as she shimmied to Dawn's side and grabbed her hand, "she is not dead. She… wouldn't leave me."

"Buffy," Giles' voice cracked as he held Buffy's shoulders while tears fell to the hard ground. Spike kneeled next to Buffy while he gently placed a hand on Dawn's ankle. The young girl's body slowly went deathly still. The only sounds in the suddenly silent park were Buffy sobbing as she begged Dawn to stay with her.

"I have no one else, Dawnie," Buffy cried as she held Dawn's left hand with both of hers. "Don't leave me. Please, Dawnie… don't… urgh!"

What happened next was something Buffy was unprepared for. Buffy saw Dawn snap open her eyes, her yellow eyes. She saw Dawn turn to her side and used her other hand to wrap her fingers tightly around Buffy's throat. Dawn then turned and, using her momentum, swung a surprised Buffy over her body by the throat and then flung her. Buffy landed, and then rolled, onto the hard ground with an audible 'ooofff' sound escaping her lips. Giles and Spike then shot up to their feet and stepped back as they watched Dawn get up to her feet.

"Dawn?" Giles said as he and Spike stood unmoving, the both of them in shock that not only did Dawn turn into a vampire in what seemed to be record time- a few minutes after being sired. But Dawn had no eyebrow ridges or any other demonic appearances on her face except for yellow eyes and the fangs.

"Dawn?" Buffy groaned as she rolled to her side after hitting the ground. She turned around and saw Dawn, her back to Buffy, as she leaned forward and snarled at Giles and Spike who had their eyes opened wide in shock and disbelief. "Dawn?" Buffy groaned, her entire body and throat in pain, as she slowly got to her feet. Dawn turned and stared at her with those yellow eyes, and Buffy shook her head.

"No," Buffy whispered. Dawn then growled and rushed at Buffy. But the Slayer didn't make a move. Her body was stiff as she watched her baby sister running at her. Buffy's mind went blank as her stake, which dropped out of her hand went she was flung by Dawn, lay on the ground close by. But Buffy couldn't think. She could see Dawn coming at her, but she couldn't move; and her mind was stuck… she could force her body to move, "Dawnie. Dawnie… no…"

Just as Dawn was nearly on her, the young girl's lips wide open and her fangs out, Buffy saw someone shove Dawn out of the way. The young girl fell onto the ground as Buffy heard another growl while Giles yelled for her as he ran towards her.

"Lil'Bit," Spike, the one who shoved her away from Buffy, growled as he vamped out, "you're in there somewhere. I know it. I… I can't let you do something you'd regret later, and…" Dawn then growled out at Buffy, Spike, and Giles. Her eyes showed how enraged she was before starting running to her left, away from the three people.

"Spike," Giles said, "you need to subdue her. At least keep her from feeding. Do what… oh Lord… what you have to do."

"Giles?" Spike asked, "what are you…"

"Buffy…" Giles glanced at the still stunned Buffy, and then back at Spike, "she's in shock. Spike, you need to stop Dawn. I'll go to Willow and Tara and tell them what happened. We need to prepare the re-ensouling ritual. You need to capture her, but… but… if…"

"I'll catch her," Spike said, "and I'll hold her. I'll contact you when I have her." Giles then nodded his head before Spike rushed off after Dawn. Giles turned back to Buffy as she fell onto her knees after Spike ran into the trees.

"Buffy?" Giles gently said while wiping the tears from his eyes, "Buffy?"

"I lost her," Buffy whispered with a far-away look in her eyes, "I lost her."

TBC.