Author's note: Let's see who's more shocked – the good guys or the bad guys

Author's note: Let's see who's more shocked – the good guys or the bad guys?

Chapter 11: "S.O.A.S." (Save Our Asses, Somebody!!)

It was harder to tell friend from foe in the resulting melee as Scoobies along with the Eternal Champion took the challenge right outside the Magic Box. Spike held back as he took Dawn off to safety. The peroxide vampire's first instinct was to fight, but after careful consideration and strong arm pulling from Quaylen - and the formerly psychotic Slayer, he thought it wise to get Dawn to safety just in case those demons and devils wanted her as well. The witches and the former vengeance demon were doing good own with spell-based attacks, but they were only human – fatigue would soon get them. Giles and Xander gave it all they've got as they dusted vamps and the occasional demon that got in their way. And most of the heavy fighting - were handled by Max and Faith.

Meanwhile, Spike and Dawn weren't having the time of their lives either. The peroxide vampire definitely decided that he wasn't a happy camper today. Aside from the occasional stray vamps that crossed their paths as they tried to make a getaway, he noticed that some of them had more than mere bloodlust behind their eyes. Backing himself and Dawn out of the back alley of the shop, they tried to make a run for it until they saw more vamps near the alley's exit. Spike's supernatural senses suddenly told him – with a sinking feeling – that most of the ones he was now facing just recently had already been dusted: by him. Those bleeding Fallen Idiots had the perverse sense of humor to revive his former foes in an effort for them to have a little payback with the traitorous vampire.

The fact that Spike wasn't surprised to find the formerly deceased Master standing a few feet in front of him made him realize that he and the little bit might not make it out of this one. But he'd blamed well try to go down fighting.

"Ah, William!" The Master said, through gritted teeth. "Ready to die, traitor? We'll destroy you, then drain and turn that pathetic excuse of a Slayer's Sister."

"Sod off! At least I ain't as ugly as a rat like you, you arsehole! I made a promise to a lady, and I intended to keep it!"

Dawn could only stare in fear as she stayed behind Spike for protection. True that she might have been able to take down a few vampires now that Spike had taught her self-defense, but facing half an army of the undead was another matter.

One of the Master's minions grabbed Dawn, which sent the chipped vamp into a murderous rage as he heard the girl scream.

"Till the end of the world." William the Bloody said, as he launched himself at the vamps in an effort to get Dawn to safety.

Then without warning, bluish fire rained down from the heavens and obliterated several of the vampires surrounding the girl and her protector. It distracted the Master long enough as he looked up, thus giving Spike the chance to literally rip his head off with his bare hands. Drunk with blackest rage, Spike was a whirling dervish as he slayed vamps left and right in wild abandon. Those that weren't able to perish from the blue flame - were dusted by Spike's stakes, as he wove in and out of them at a speed that revealed just how pissed he was.

The alley was soon full of dust that the peroxide vamp almost didn't see Dawn until he was on top of her unconscious form. The stake in his hand was ready to strike until a searing shock drove through his berserker mode and sent him down on his knees. His mind nearly overloading as the pain seized him, telling him that his next intended target was definitely human. He gasped as he realized he had nearly killed his charge. Bending down and checking to see if she was still among the living, he suddenly felt the wind coming down from above him. He looked up and saw Richard Todd descend from the sky, his body alive with tinges of bluish energy crawling all over his body.

"You all right?" He asked as he landed and took stock of the situation before him.

"Yeah, mate." Spike replied, "What the bleeding hell took you so goddamn long?"

"Traffic?" Richard deadpanned, to which the vampire only acknowledged with an exasperated sigh. He swore he could almost hear the blond vamp say: "Bloody wanker" in his head.

"Not a bloody good time to crack wise, you pillock!" Spike wished he could wipe the man's face off with a well-placed punch.

"How's Dawn?"

After a bit of checking, Spike nodded that she was okay. At this, Richard pointed to the roof of the Magic Box and suggested that they may be safer up there than down here.

"Are you daft?!" Spike screamed, uncharacteristically nearly in hysterics. "As if that place will keep those things out there off the roof."

"Hmm." Richard mused, "But I thought the wiccans should have already warded the place from such attacks since their last debacle with that troll."

"As if they had the bloody time to do it while keeping the Hellmouth from getting run in." Spike couldn't believe he was defending the witches when he said that. He inwardly groaned at the realization that he WAS turning into a poofter.

"Better late than never, I guess." Richard said as he scooped up Dawn in one arm and grabbed Spike in the other as he flew them up to the roof. As they landed, they were greeted by a lone figure standing in the darkness. A figure, that was holding a shimmering sword.

Spike's vampiric senses came on full alert, as the scent that drifted up to him was all-too familiar. He stifled the urge to crow in delight at the wonderful scent that was the Slayer. His Slayer was back!

Buffy's eyes were blazing in worry and concern she saw Dawn unconscious. Her fury at what was happening grew by the minute. The vampire understood, wanting some payback himself.

"How is she?" She asked, her voice belaying the borderline rage she felt. She didn't want to come back to this, not now – not ever!

"Alive and well." Spike answered, hiding his own concerns at Buffy's anger. Damn, but the Slayer is royally pissed.

"She'll be safe up here. I've put an unbreakable barrier around the roof and the entire store, so no one's going to be able the take her in any way. No spell is going to be strong enough to teleport her out of here either. Now let's go, we've all got work to do." Richard told them, as he transformed into his cosmic alter ego. Spike had never seen him change and was glad he wasn't on the receiving end of the man's rage in any way.

"What are you really?" William the Bloody unnerved vampire asked. Standing too near the man was like standing near a small sun gone nova. He could have sworn he felt as if he was burning just from the transformation itself.

"Someone who is very pissed, like me." Buffy replied for him as she jumped from the roof without so much difficulty, and landed on the far side of the fight and waded in. She demolished the rear ranks faster than expected and worked her way to the front, using her newly acquired stealth and speed. Those that came in contact with her never even realized they were permanently dead until after it was too late.

Richard seemed to have vanished from sight, leaving the blond undead to mutter: "Show offs!" as he dove off himself towards the violence below.

Meanwhile, the battle raged and it seemed that the forces of good were tiring as wave after wave of vamps and demons attacked. Giles's arms were already feeling like lead as he noticed that his hacks and chops were getting slower each time he raised his swords. Xander had already been knocked out cold earlier. It was a silent consensus that they form a ragged circle to protect each other's back. Xander was the first to fall from the blow of a three-horned demon, which Anya later dispatched after yelling the thing senseless. At that point, Willow and Tara invoked a warding spell, enclosing their group in a wall of sparkling energy. Max was followed in by a bleeding Faith as the energy shield closed them against the onslaught.

Giles sagged down and took stock of the demons shrieking and banging on the force shield in fury. He went over to the fallen young man the former vengeance demon was cradling in her arms. He noticed the cuts and bruises Xander took and gasped! It was a bloody marvel the lad had managed to stay alive after receiving blows such as that.

"The spell won't hold for long," Tara said, breathing shallowly as she inspected her own bruises. "We've got to think of something fast or we'll never make."

Willow nodded assent and chanted a healing spell, which healed every single one of them in the group. Xander stirred, and Giles felt his energy coming back. The physical beating they all took was wearing off. But alas, they were becoming emotionally drained from the anxiety the demons outside the force shield took on them. Max and Faith looked rejuvenated, but still had that worn down feeling. The two shared a look that spoke volumes.

Standing up, the Scooby Gang, Faith, and Max readied themselves to take a last stand at odds that didn't look too promising.

That was when the force shield failed.

Max Quaylen could hear the Fallen Angels' laughter at the coming slaughter and summoned all his angelic might. He'll never surrender - he would rather die with these noble and selfless humans rather than see a world at despair. He let out a roar in his own native tongue and let fly at them with all he's got; sword, magic, and prayer! He was singing a dirge as he loosed his angelic warrior spirit.

It was a good day to die.

The girls were about to become snacks, but then Spike suddenly appeared at their side and tore at the vamps crowding them. A large blue demon blocked his way and he simply went and threw the thing off with a broken neck. He literally saw red at the new wounds the witches got and started looking for evil to kill. He disappeared again as he threw himself in the thick of the fight.

Buffy herself went on autopilot as she lost count as to how many kills she made tonight. Hack, slash, stake, kick, dodge, and stake, were a litany of perfect moves. Waitasec, she nearly did a double take as the last vamp she beheaded looked a lot like Lothos. Thinking no more of it, she moved on; she had to get to them before it was too late.

The vamps and demons on the other side were mysteriously exploding in a shower of blue fire as if some invisible force tore at them with the power of a miniature star.

The resulting confusion was enough to give the enemy pause as they all wondered at what the hell was happening. Xaranon didn't like it one bit since it could only mean one thing. Getting into the fray, the former heavenly angel cut a path and blasted Max and Faith with a dark plasma pulse. The explosion blasted them both back towards their companions, landing unconscious at their feet.

The Scoobies now fought in fear as their best offense and defense went down, and with them, the hope of ever seeing another tomorrow.

Xaranon was about to finish the job when all of a sudden; blue energy bursts fell from the sky as it chewed the ground lying between the enemies and the heroes, effectively separating them. He also felt himself being thrown through the air and land smack-dab into his army by a small speeding blond blur. The voice behind that blur stilled them all as they recognized the speaker in fear and respect. It was indeed HER - the Slayer. The undead and demonic population there was stunned into silence and immobility. It wasn't surprising, she had killed most of them before already.

But not just any "normal" Slayer; it was "Buffy, THE VAMPIRE SLAYER."

"You'll have to get to my friends through me first!" Her voice was strong and filled with fury.

"And me." Spike reappeared and joined her side.

And the owner of those blue energy blasts that shook the ground before her arrival made himself known as he descended from the sky and landed beside the resurrected Slayer, opposite Spike, his alien eyes blazing with fire as he faced their adversaries.

"Welcome to MY world." Buffy said to her enemies mirthlessly.

. . . . . . . . . . . . . . .

TBC