A/N: Chloe still has her powers in this story. Also she and Jimmy aren't together anymore though they are still good friends.

Xander and Buffy sped down the deserted street towards Los Angeles; Buffy was sharpening her stake when the radio signal shorted out.

"Demonic omen," Xander threw out.

"Oh yeah," Buffy replied. "This is probably a trap and we're walking right into it. Place is crawling with vamps most likely."

"You know we're going to have to go to him, Buff."

"I know," Buffy replied. "Just drive."

"We'll be coming up on Los Angeles in five minutes," the captain announced to Clark and Chloe.

"What's the plan once we touch down?" Chloe asked him.

"While I was searching online I found this strange agency. It's called "Angel Investigations".

"This is your captain speaking. We are descending into Los Angeles now. Fasten your seat belts….what the?"

"Wonder what's wrong?" Chloe said.

"See for yourself," Clark said looking out the window.

"What in the world?" Chloe looked out the window and saw an enormous fog cloud blanketing Los Angeles. Chloe whipped out her phone and did a quick weather scan.

"Let me guess. They shouldn't be experiencing any fog?"

"Bingo," Chloe replied as the plane touched down through the barrier. There vacated the plane and looked around. There didn't seem to be a soul in sight. "Where is everybody?"

Clark activated his super hearing and listened for the sound of anybody else.

"Anything?" Chloe asked.

"Several irregular heartbeats. Nothing much past that." He put his hand on her shoulder and they sped off into the city. Clark stopped once they entered the city and scanned more of it; still nothing.

"You ever get the feeling that you think you're alone, but you're not?" Chloe asked slightly nervous.

"Yeah. We better keep moving."

"Someone's entered the city," one of the vampires informed Spike.

"Ah. Our guests have arrived. Let's send them a welcoming party shall we," Spike replied.

"You know what's strange?" Ruby asked from the back seat.

"What? Dean replied keeping his focus on the road.

"We haven't seen any other cars for miles."

"Think the vamps did something?" Sam asked.

"I can't be certain, but it's a possiblity," She said as they passed the 'You are now entering Los Angeles' sign. Dean passed through the fog barrier and entered the barren city.

"There isn't a person in sight," Dean said. Everywhere he looked cars were left abandoned, buidlings empty, and the streets were devoid of life. "What the hell happened to this place." He shut off the Impala and got out followed by Sam and Ruby. Dean took out two machetes from the trunk and handed one to Sam. He pulled out a third for just in case purposes.

"Now that we're here, what do we do?" Ruby asked realizing that Dan never developed any sort of plan.

"Shh," he said hiding behind the Impala. Sam ducked down as well and pulled Ruby with him.

"Look," Sam said. "Vampires at 9:00."

"What are we waiting for," Ruby said about to jump into action when Dean stopped her.

"We're going to follow them and see what's going on," Dean said sternly.

Angel sat at his desk going over the layout of the parking garage while also trying to make sense out of the events that just happened. Everyone in the city, but him vanishes and then a very much alive Spike – or maybe it wasn't Spike – shows up out of nowhere and steals a sample of his blood. He doesn't know what this guy is planning and he sure as heck can't go rushing into it alone.

"Hey Angel."

Angel sat straight up stake, but didn't continue the assault when he saw who was at his door.

"Hi Xander. Nice to see you too," Xander said in a mock voice as a reaction to Angel's stake.

"What are you doing here?" Angel asked.

"You mean what are we doing here?"

"Buffy."

"It's nice to see you too."

"Why are you here?"

"Willow's been kidnapped. Someone claiming to be Spike attacked us. I don't know who he is, but he outmuscled me in no time flat."

"He outmuscled me too," Angle said pointing to the gaping hole in his office.

"Where do you suppose our little doppelganger could be hiding out in?" Xander asked.

"I noticed something strange going on at the old parking garage downtown. I was preparing to check it out when I was attacked."

"And "the Spike look alike" just waltzed right in here with no one noticing him." Buffy asked.

"If you're referring to my team, Buffy they've disappeared like everyone else in this city; minus the vampires that is."

"How does an entire city just up and vanish?" Buffy wondered.

"I feel like Will Smith in 'I am Legend'," Xander threw out walking to the hole in the building. "This is going to be one hell of a repair bill," he joked and then a vampire swung in through the opening connecting his feet with Xander's face. He recovered stake in hand when a second vampire jumped into the fray. He jumped over Xander's stake swipe and landed behind him restraining him. Xander thrust his elbow into the vampires chest, but it did no good and the vampire threw him into a file cabinet.

Buffy pulled out her stake and stabbed the first vampire right in the heart. The vampire initially gasped, but then showed an evil smile.

"Nice try slayer. But I've evolved past that weakness." He then pulled Buffy's stake out of his heart and threw Buffy on to Angel's desk. He raised the stake and prepared to throw it when Angel grabbed his hand and pulled the stake out. He threw it at the other vampire, who was about to punch Xander's lights, hoping it would work but the result was the same. He pulled out the stake and casually tossed it aside before tossing Xander out of the hole. Buffy ran to Xander and grabbed his hand to keep him from falling while the other two vampires closed in on Angel. Suddenly one of them gasped before his body flashed. He collapsed to the floor revealing a knife sticking out of the back of his head. The other vampire's eyes widened with fear as he turned around to see two guys and one girl standing behind him.

"Boo," Dean said before he sliced off the vampire's head. Ruby casually walked over to the dead vampire and pulled her knife out of its skull.

"You do realize that staking vampires only works in the movies Ms.?" Dean started.

"Summers. Buffy Summers."

"As in Buffy the Vampire Slayer?" Dean asked.

"Yeah; the real one," she said. "And I don't know what you're talking about, but I have been fighting vampires since my sophomore year in high school and up till now the stake always worked. Those two vampires said they had evolved past being staked. I've never heard of them doing that before."

"Well Buffy, my brother and I have been fighting everything that goes bump in the night since we were kids. Thus far all vampire lore has been proven to be crap to us."

"Can we settle the 'who's way of killing vampires is right' thing later?" Xander asked interrupting the argument between the two.

"And who are you supposed to be. Nick Fury?"

"Like I haven't heard that one before," Xander thought. "I'm Xander. You."

"Dean."

"Sam."

"Ruby. Who's that guy?"

"My name is Angel." Angel decided to keep his identity as a vampire a secret from Sam, Dean, and Ruby for now.

"Now that the formalities are out of the way why exactly are you here?" Buffy asked as they all began to exit AI.

"Because of a vampire named Spike." Dean answered.

"Spike is dead. That guy is some sort of imposter."

"Well whoever this imposter is he did a good job fooling the other vampires into believing he's the real thing. He's apparently trying to open something called the demon vortex," Dean replied.

"That's impossible. There's only one way to open the vortex and its miles away from here," Xander disbelievingly said.

"Not exactly," Angel entered. "There is actually a second way of opening the portal. That must've been why he wanted my blood."

"That's why we trailed those two vampires hoping they would lead us to wherever it is… wait did you just say Spike stole some of your blood?" Ruby asked. "Didn't Bobby say that both ways of opening the portal required a worthy vampires' blood?" Sam and Dean both nodded and drew their machetes.

"Hold it right there!" Buffy shouted as she stood in front of Sam and Dean. "Angel's record might not be clean, but he would never hurt an innocent person."

"See Dean? Not all supernatural creatures are evil," Ruby said.

"You are really starting to drive my patience Ruby!"

"Shut up!" Ruby and Buffy both shouted in unison.

"Whoa didn't know Buffy had a clone," Xander thought.

Suddenly three vampires came out of the alleyway and attacked. But before they could reach the team a big gust of wind picked up followed by the vampires being lifted into the air and falling to the street unconscious.

"What just happened" Sam asked confused.

"Sam?" a voice from out of the dark called. Everyone turned to see Clark Kent and Chloe Sullivan coming from out of the shadows.

"Oh ****!" Dean shouted in his mind. Clark turned to see Dean and his face turned from one of shock to one of rage. He ran over to Dean and grabbed him by the neck pulling his fist back for a punch.

"Clark, stop!" Sam shouted as he grabbed his fist.

"Clark I can explain!" Dean shouted. Clark lowered his fist, but still kept a firm grip on Dean's jacket collar.

One already stated explanation later

"And so it turns out that Genevieve had had been hoping that a hunter would show up at that morgue so she could have them finish what Jason started. She deliberately made it sound like there was some sort of unexplained reason for Jason's death knowing it would draw out one of us. Since I was this close to finding the stones when we kidnapped Lex and Lionel I decided to keep up with the charade. I never wanted anyone to get hurt and I most certainly didn't want to hurt your family Clark." Clark and Sam looked Dean unable to know what to say. Sam couldn't believe that Dean would do such things and Clark still couldn't get over the fact that Dean still came close to murdering his parents. In the end Clark released him.

"I'll deal with you later Dean. I have something important to take care of now."

"It wouldn't happen to involve vampires would it?" Buffy asked figuring she already knew the answer.

"How did you know that?" Chloe asked.

"A mysterious gust of wind picks up sending three vampires flying and then you come walking out of the shadows. Not a very good way to keep a low profile. Don't worry though you're secret's safe."

Clark saw no point in lying as it would only waist time and went with the truth. "One of my friends was attacked by a vampire not too long ago. She's dying but some specialists managed to create a serum that can save her. Only problem is that they need some of the vampire's blood in order to complete it. I scanned through the police records and found out that the same vampire was arrested a few times in LA back when she was human."

"So I guess we all have the same goal then. Me and these guys, Angel and Xander, have all dealt with vampires on a regular basis. My name is Buffy Summers." Buffy said.

"As in Buffy the…"

"Don't finish that sentence!" Buffy ordered. "We believe the vampires are hiding out at the old parking garage. The vampire that attacked your friend is probably there as well. Maybe we could work together."

Clark thought about the situation and decided to trust Buffy for now. He did in fact have no real experience fighting actual vampires (not counting the ones on the college campus) and decided it's worth it if it meant saving Lois's life.

The walk over to the garage was completely silent. No words were exchanged between Sam and Dean while Clark shot daggers at Dean, who was doing the same to Ruby as they entered the garage.

Kate's eyes snapped shut and she inhaled deeply. "Winchester," She spoke exhaling.

"Excellent," Spike replied. "You may begin when ready," he informed another person.

"We'll cover more ground if we split up," Buffy informed. "Xander, Clark, and Chloe are with me. Angel, you go with Sam, Dean, and Ruby." Angel looked uneasily at the machetes Sam and Dean were holding, but never the less agreed since arguing would waste time. "Hey, Fury," Dean called out to Xander.

"It's Xander," he muttered under his breath.

"Catch," Dean said tossing him a machete. "Might come in handy."

Angel felt strangely dizzy as he continued to search the garage. "Hey guys. Go on ahead. I'll be right with you." Angel grabbed and began to rub his head. It felt like it was on fire; like it was about to split open. He fell to the floor and felt an intense desire to scream with all his might. The pain soon subsided and Angel's eyes flashed gold. Angelus had returned.

"Hey Angel are you coming or what!?" Dean shouted. Angelus just evilly grinned as he walked to catch up with the three of them.

As the group reached one of the higher levels of the garage somebody started to clap from somewhere in the dark. "Glad to see you made it this far," Spike congratulated walking into view. "Oh hello Kal-el," he addressed Clark.

"Wait, you know him?" Buffy asked Clark.

"His name is Brainiac. He's one of my greatest enemies," Clark said getting serious.

"I guess we know why he released me," Chloe said.

"So what's the game here… Brainiac is it? (Man that's a dumb name for a villain)."

"This is no game Buffy. As for me having Spike's image, that is the last thing you should be concerned about. Or have you forgotten your friend?"

"Willow," Buffy breathed out. "What have you done with her!?"

"She wasn't going to be a willing ally so I had to get a little rough with her," Brainiac casually replied with a smile that made Buffy's blood boil.

"Where is she?" She angrily asked; her teeth clenched.

"You're friend, Buffy, is no more." He answered. Buffy felt something inside of her snap. It wasn't enough for this bastard to impersonate Spike, but he killed Willow as well! Before anyone could do anything Buffy already went charging at Brainiac not even caring that she was outmatched in strength. Someone else appeared from out of the darkness and bicycle kicked Buffy. She fell across the garage and rolled across the floor. She looked up from the floor and saw staring back at her was…

"Willow?" She called out.

Willow knelt down to Buffy's length and said, "Not quite." She kicked Buffy backwards and she landed next to Clark. Electrical energy bursts began to surge through Dark Willow's fingertips.

"You might want to take several steps back," Xander advised Chloe. "Things are about to get ugly."

Willow began to look at each of the heroes and began to say, "Eeny, meeny, miny," She stopped at Buffy, "MO!" She fired a powerful blast at Buffy. Clark reacted and blurred in front of Buffy; taking the full blast of the spell as a result and fell to his knees. Buffy's eyes widened at the sight of the massive scare left by Willow's attack.

"Wait a minute," Buffy thought. "How are you still standing?" She questioned.

"Let's just say I'm not from around here," he answered trying to get up.

"What were you doing for so long back there?" Ruby questioned as Angelus caught up.

"Just now playing my part in the plan," Angelus answered her with a smirk.

"Plan?" Dean began. Angelus' showed his fangs and uppercut Dean across the garage.

"What are you doing!?" Sam began, but had to hold back Angelus as he went in to bite him.

"Get your hands off him!" Ruby ordered pulling out her knife. Angelus spun back and grabbed Ruby's knife plunging it into her shoulder. Ruby screamed and her attempts to pull out the knife were thwarted when Angelus kicked her in the face knocking her out cold. Sam and Dean circled Angelus; Machetes drawn. This only elicited a small laugh from Angelus. He ducked Dean's swing and kicked his feet out from under him. He quickly stood back up and elbowed Sam's face. He threw out his foot at Dean's face breaking his nose in the process and taking him out at the same time. He slammed his head into Sam's face and knocked him out.

"That wasn't so hard," Angelus said cracking his knuckles.

"So what do you want me to do with them?" He asked into the darkness. Several vampires dropped into his view at his question. "Take them with us for now," Kate answered eyeing Sam and Dean with the utmost contempt. When the time came she would make them pay for what they did to Luther.

"What do you mean you're not from around here?" Buffy asked helping Clark up. He looked behind him and saw Dark Willow approaching them.

"Hold that thought," He said and ran to intercept Willow. The two smashed through the wall and fell to the floor. Clark's eyes glowed red and he fired off a blast of heat vision. Dark Willow caught the attack and focused the beam into a ball of fire. She hurled it at Clark hitting him in the chest. Willow was only smirking as Clark stood up. She kicked his knee causing him to fall to the floor. She aimed a punch at the top of his head, but Clark sprung up and enclosed his fingers around Willow's neck. Willow's hand started to glow and she thrust it into Clark's chest separating them and launching him into the side of a car; splitting the car in half due to the impact. Clark picked up the broken halves and chucked them both at Willow. She leapt over the first part and then destroyed the second with an energy blast. Through the smoke she shot more energy blasts, which Clark dodged. She telekinetically tossed a car in Clark's position. He dodged the car, but Willow used his moment of distraction and shot a full powered blast at his back. Clark closed his eyes and clutched his teeth as he fought to stand back up.

"Cool," she complimented. "Most people wouldn't be able to stand up after that."

"I'm not like most people," Clark commented and blurred to Willow; pinning her up to the wall. Willow giggled slightly while her hands began to glow.

Xander and Chloe saw the light from Willow's attack from the hole Clark created followed by hearing his shouts. This was followed by Buffy being thrown to the other side of the garage by Brainiac. As much as the two wanted to jump in and help their friends, the sheer power of the two villains made them stand completely still.

Buffy came to a rough slide and stood up to throw another punch. Brainiac deflected it and punched Buffy in her jaw. She staggered backwards from the attack and felt the room spin a bit. Brainiac's hand clamped around her jaw and he lifted her into the air and slammed her to the floor. Buffy tried with all her might to break his grip, but Brainiac was too strong. He shoved her down the floor and smirked as she tried in vain to try to stand up. Brainiac sped to her position and threw her into the wall. As she flew he sped over to her and slammed her up against the wall. Brainiac began to drive his fists into Buffy's stomach moving so fast she almost couldn't see them. Each strike felt like a blow from steel. Buffy tried to fight back, but he blocked her blow and struck her across the face. Buffy tasted blood and felt some of it drip out of her mouth. Brainiac went for another strike; this one aimed directly at her face. Buffy let out a yell and counter attacked; she delivered and upper cut to his chest launching him into the air. Brainiac crashed through the ceiling and fell back through another section. Brainiac jumped back to his feet, but Buffy was ready for him and sent a roundhouse kick to the side of his head. Buffy grabbed him and kneed his face and then body slammed him back the concrete floor. It broke on contact sending him falling to the lower levels. Buffy took some needed breaths as she heard him hit the ground.

"Look's like I haven't lost all the passion in my fighting," she said. At that comment Brainiac soared out of the hole he created blasting Buffy across the floor. She clutched her stomach realizing he hit her on his way up.

"I'm impressed," he said while floating to the floor. "You actually managed to rough me up a little. Most people of this Earth wouldn't be able to carry out such a feat," he said dusting of his clothes a little.

"You've got to be joking," she said in disbelief.

The garage shook violently and Clark flew into the room landing next to Buffy. Dark Willow floated into the room stopping next to Brainiac.

"Time for some real fireworks," she said. She let out a scream as numerous bolts of energy flew out from her body.

"DOWN!!!" Xander shouted pushing himself and Chloe down onto the floor to dodge the attack. Two streams of energy collided with Clark and Buffy and knocked them against the wall. Dark Willow concentrated the two beams upping the energy she put into them. Buffy and Clark held in their screams as Willow kept up the power; she was laughing like a maniac.

"ENOGUH!" Brainiac ordered. Willow's attack died down and Clark and Buffy sank to the floor; bodies singed from the attack.

"What do you mean enough?"

"I need them both alive for my plans."

"What about them?" she said gesturing to the petrified Chloe and Xander.

"I have no need for those two sidekicks. Kill them both," He ordered. Xander helped Chloe to her feet and they both made a break for it; avoiding a blast from Dark Willow in the process. Two vampires dropped from the upper level and pursed them. One of them tackled Xander and sank his teeth into his neck. Reacting on instinct Chloe grabbed her stake out of her back pocket and stabbed the Vampire. It turned to dust and Chloe helped Xander get to his feet.

"Do you have any idea where you are going!?" Chloe asked as Xander led her through several portions of the garage.

"Haven't the faintest!" He responded and came to an abrupt halt just barely avoiding running over the edge of the parking garage. "Think we have a chance?" He asked looking down.

"Only one way to find out," Chloe responded. They grasped hands and together jumped of the 3rd floor of the garage. The vampires all stopped at the edge and watched them fall to their deaths… only they didn't hear a crash. Looking down the saw that Chloe and Xander landed in a bush. The vampires were about to pursue when Brainiac called them back. "Forget them," He ordered. "The others will take care of them."

Xander and Chloe finally stopped running and hid in a nearby alley.

"You think they know where we are?" Chloe asked panting slightly.

"Probably. Vampires have a thing about being able to sniff out their targets. Especially ones that are hurt," he groaned and sat against the wall.

"Here let me see," She said pulling Xander's hand away from his neck. Chloe stretched her hand over his wound and a bright light showed over it. When it faded out Xander's wound was gone.

"You aren't too bad with a stake," he commented while looking at her in awe at her display of power. "Ever had any run ins with vampires before?"

"Long story, but the short version is that I wound up in a hospital after being bitten."

Xander suddenly grabbed Chloe and pulled her against him clamping his hand over his mouth. A vampire appeared in their viewpoint still hunting for them. He pulled his stake from his back pocket. "Please work," he wished and threw the stake at his back. The vampire flinched and yanked it out of him. The vampire saw them and grew his fangs and three other vampires dropped into the scene.

"What do we do now?" Chloe asked standing back to back with Xander.

"We have to cut their heads off," he told her. "You ready to kick some butt?"

Chloe looked over her shoulder and put on her game face. "Let's do this."

A/N: How Angel and Willow became Angelus and Dark Willow will be explained before the story is over. Next chapter: The Ultimate Sidekicks. See you all then!