"I got out of bed on my Saturday off for this?" Principal Robin Wood said standing back to back with Buffy.

    "Welcome to my world." Buffy said as she threw a kick at her attacker.

    "Alright, vampires I've killed for years. Demons I can adapt to. But zombies?" Robin said throwing a fierce jab that knocked a decaying corpses' jaw off.

    "We have to hold them off here in the graveyard before they get out to more populated areas. To your left by the way." Buffy said hacking a zombie's head off with an axe.

    "Thanks." The principal said as he threw a standing sidekick and followed up with a backhand that knocked the zombie on its back. He withdrew his stake.

    "Stakes don't—"

    Robin brought the stake into the squirming zombies head, stopping its movements.

    "---Kill zombies." Buffy said puzzled.

    "Night of the Living Dead. Destroy the brain matter and the zombie dies." Robin said to her.

    "Didn't know that worked. I generally just hack these things to death. Just curious, what would you have done if it hadn't worked?" Buffy said swinging one of the corpses into another on the warm May morning.

    "Probably fought a zombie with a stake in its head. Damn, where are all these things coming from?" Robin said falling back as three more appeared.

    A figure cartwheeled behind the three zombies and rose, slicing their heads off with a katana.

    "Like cockroaches. Kill one and three more pop up." Faith said wiping the zombie grime from his sword.

    "You a zombie expert?" Robin asked.

    "Nah. But I know all about roaches. Probably comes from all the sleazy places," Faith said nonchalantly spinning and slicing another zombie's head off, "that I hang out in."

    Faith smirked at the large black man.

    "You ever want to see them, I'll arrange a tour." Faith winked.

    "Please Faith, business at hand." Giles said swinging a baseball bat and sending a zombie crashing into a tombstone, "You should be watching the Potentials."

    "Tara's on it." Faith said to Giles as she flipped over the Watcher and nailed the zombie behind him.

    "Tara's right here Faith." Buffy said, maneuvering a few zombies into Tara so she could hit them with a few blasts of magickal force.

    "I'm still on it Buffy." Tara explained, pointing to the sky.

    Poe cawed overhead and looked down at the three Potential Slayers who had come with the group to the graveyard. Kennedy was doing the best, avoiding the slower zombies and using the long knives she had to quickly inflict damage and then move away. Rona was doing pretty well for herself too; using her quarterstaff she was corralling zombies and attacking them two or three at a time. Amanda was okay, but she had lost her own staff and was relying on her hands and feet for protection. Through Poe's eyes, Tara could see a zombie approaching from behind.

    "Amanda, duck." Tara said mentally.

    Amanda instantly ducked and turned sweeping the zombie onto the ground.

    "I'm sorry I didn't see it!" Amanda thought back to Tara.

    "It's okay sweetie. You're doing just fine. Just try to look around at all times." Tara replied.

    Buffy growled in rage and smashed the head of another zombie with her axe.

    "I am SO dreading burial detail after this." Buffy said.

    "We need to find out where they're all coming from." Giles said to her.

    "That's an easy one. Me." A raspy voice said.

    The group turned and saw a large, skeletal zombie with long stringy hair, an exposed ribcage with green energy swirling from it, and a leather jacket with a large smiley button on it.

    "And you are?" Buffy asked with an eyebrow raised.

    "Ernie. And this is Smiley." The zombie said in regard to its button.

    "Great, a schitzo zombie." Faith replied.

    "Watch yer mouth slut!"

    "Did the button just talk?" Tara asked.

    "Who cares? I got called a slut." Faith said roaring and running into battle.

    Everyone just looked at Faith like she had grown another head.

    "It doesn't matter if I really am one. It's the principle, okay?" Faith said bringing her katana down on Ernie's head. The blade shattered on impact.

    "Bad move." Ernie smiled.

    "Fuck." Faith muttered, right before Ernie nailed her with a powerful right hand sending her into a tombstone breaking it.

    That was all Buffy needed. She lobbed her axe right at Ernie, however it met with the same results as Faith's sword. Ernie just chuckled when Tara sent blasts of force at him that met with similar results.

    "Okay, obviously he's hard to hurt." Robin Wood said, helping Faith to her feet.

    "Screw that. He broke my sword. I LIKED that sword!" Faith growled.

    "Giles?" Buffy asked, looking to the Watcher.

    "Mystical means. Tara, no direct attacks, instead try to see if you can bring down whatever he has up to protect him." Giles ordered.

    "You ain't taking me down. But I'm gonna bring some friends up." Ernie smiled as energy flowed off of his head in a green star pattern, "DEAD ONEZ RISE!"

    Energy fired out from his hands striking graves. Moments later, more zombies began to crawl out.

    "What is it with you zombies and wanting to bring back all your dead buddies?" Buffy asked.

    "Feisty one here." Smiley, the button said.

    "Kind of like Chastity, but less leather. Whatever." Ernie said as he strode forward and swung at Buffy. Buffy ducked and grabbed Ernie's waist flipping him over her back onto the ground. Ernie just got up and started attacking again.

    "Tara, hope you can come up with this guy's off switch soon!" Buffy exclaimed.

    "On it." Tara said reading the zombie's aura. Lots of black, but spots of white too.

    "Nobody switches me off baby! I'm Evil Ernie! MEGADEATH IS COMING! MEGADEATH BABY!" the zombie laughed raising his hands to the air.

    A loud clang was heard as Faith nailed him in the back of the head with Giles' metal baseball bat. Ernie turned to around and was punched in the face by Robin. A mistake that the Principal of Sunnydale High immediately regretted as his hand now stung painfully. He and Faith did however both kick Ernie in the gut (figuratively speaking) and sent him staggering back into Buffy, who hip tossed him into some of the zombies that were rising.

    "Have you found anything?" Giles asked Tara.

    Tara was concentrating hard, "I'm trying. Goddess, we could use Willow here. I know she's guarding the weaker Potentials but she's better at this mental stuff than I am."

    "You'll be as good as I know you can be Tara." Giles said reassuring her and boosting her confidence.

    "Wait, something's clicking. I think it might be my new powers helping me out here. I'm seeing something." Tara said as a new reality enveloped her.

    "YOU LITTLE MONSTER! YOU LITTLE MISTAKE! GET BACK HERE AND TAKE YOUR MEDICINE LIKE A MAN!" a loud, angry voice yelled as a young boy ran down the hall and slammed a door behind him. Soon loud pounding was heard on the door.

    "LET ME IN YOU LITTLE BASTARD!" the voice yelled.

    The little boy, no more than ten sat in a corner rocking and covering his ears, with tears rolling down his face.

    "LEAVE ME ALONE!" he cried as defiantly as he could.

    Tara watched in horror as the door swung open and a man who could only be the boy's father approached with a belt.

    "Time to take your medicine." The man said.

    "I'm sorry, I didn't mean to be bad." The boy cried.

    The images flashed forward. The boy had grown into a lonely young man, still receiving frequent beatings. Withdrawn, with his only friend a smiley button he spoke to, he turned to magick to solve his problems. Tara gasped when she saw he had resorted to black magicks. The boy soon grew proficient and garnered the attention of a tall, statuesque, ivory woman. She was no woman though. Tara could see that she was some kind of creature, not exactly a demon, not exactly human. She was like Death.

    She offered the boy power and love if he would do something for her. Wipe away all living things on the earth so that she could walk it with him. She was a Queen in Hell it seemed and could only walk the world when everything was gone. The boy was enamored of her, and was granted power, becoming the creature the Scoobies now fought. The lifeless button on his jacket even came to life and took on a personality of its own. And while he wore it, he was invincible.

    The images flashed again and the boy, now a zombie had his father by the throat squeezing.

    "Time to take YOUR medicine." The zombie, Ernie chuckled.

    The visions ended and Tara looked up at Buffy, Faith, and Wood trying to futilely hurt Ernie. Zombies also surrounded them. Tara knew what had to be done.

    "Back me up on this Giles." She said.

    "Yes, of course." Giles responded to her.

    "Ernest Fairchild!" Tara said to Ernie. Ernie stopped attacking the others and turned to her, wide-eyed.

    "How did you know my last name?" Ernie asked, looking at the odd woman clad all in leather with mime make-up on her face.

    "I know everything Ernie and what's more I understand." Tara said approaching him.

    Ernie scowled in anger, "Shut up. You know nothing."

    "I came from a b-bad family too. My father and my brother abused me just like your family ab-abused you." Tara continued, stuttering slightly as thoughts of her home life returned.

    "Shut up! No one abused me!" Ernie roared in rage.

    Tara maintained her composure.

    "I know what it feels like Ernie. To f-feel helpless. To feel angry. To feel s-scared. I went through that too. All my life I tried to hide myself from everyone else. I never spoke. N-never tried to be anything out of the ordinary." Tara went on. Ernie seemed to be regarding her either with anger or total attention. She didn't know which because of his skeleton like face.

    "Then I met my friends." Tara said as her confidence returned, "They helped me. They made me feel better. They protected me and they loved me. It's a good feeling."

    "Smiley's my only friend." Ernie said lowering his gaze to the living button that seemed to be listening as intently to Tara as he was.

    "That's not true. I can be your friend, if you want." Tara said inching closer.

    "You're just trying to trick me. Trying to get close and hurt me! Just like they did!" Ernie roared in anger.

    Tara stood her ground, despite being much smaller than the zombie who now stood a mere foot away.

    "That's not my way Ernie. I could be your friend if you weren't afraid of me." Tara said calmly.

    "I'm not afraid of you!" Ernie roared again.

    "Then take my hand. Let me show you what friendship is." Tara said, stretching her hand out. The large zombie was hesitant at first. He eyed Tara carefully, trying to find a trace of malice in her. After a long while, he found none and took her hand. Then feelings washed over him.

    Tara was there, laughing and talking with some of the people he had been fighting here. He saw her talking to a younger girl and heard her comment on the size of the milkshake she was drinking. He saw her talking to the small blonde girl he had been fighting in a hospital. Had someone close to the blonde died? She looked so sad. She saw a beautiful redheaded girl who seemed to shine like the stars. Ernie watched all of this and saw wonder in it. And that made him very small. Very weak. Very shallow.

    Tara held the large sobbing monster close and embraced him. He was letting all the pain out. She stroked his stringy hair and whispered in his ear soothingly, telling him everything would be all right. He cried and sobbed louder. Tara simply smiled and pet him.

    "I just wanted friends. Someone to talk to, even if they were dead. I just wanted Lady Death here on earth to be with me. I love her so much. I need her." Ernie cried.

    "Does she love you like you love her?" Tara asked.

    Ernie looked up to her with large glowing green eyes, "I think so."

    "Then it wouldn't matter if she came here. You could go to her. My friend Willow and I could help you. We could try to open up a portal to her and send you to her. That is, if you know she really loves you. If she doesn't or you're not sure we wouldn't even dream of sending you down to Hell." Tara explained.

    "She does. Maybe. I don't know. I'm sorry. I didn't mean to be bad." Ernie broke down crying again.

    "Oh sweetie, you weren't bad. You were just misguided. You're just so full of anger. This was your way of letting it out. But you can't have these people walk around like this." Tara said petting him some more.

    "Why not?" Ernie asked.

    "Because its their time to rest Ernie. They're not like you or me. It isn't our time to rest yet. But it is their time." Tara said, stroking his face.

    "I just wanted some friends." Ernie said looking down.

    "You have them now." Tara said smiling at him, "We'll be your friends."

    Ernie looked up with watery eyes.

    "You're not lying?" Smiley asked. Tara could see the animated button was as apprehensive as Ernie was.

    "I'm not." Tara smiled.

    "What's your name?" Ernie asked.

    "Tara."

    Miles below the surface of the earth, the First writhed in its cocoon. It was beginning to appreciate mass and matter. It was almost time.