Meanwhile in San Francisco:

"Vampires?"

"Yes, vampires. I know we thought we vanquished them with that nest a few years back. But apparently that nest was an oddity, a strange subset of them." Phoebe Halliwell said.

Her sister Piper was on the other end of the phone, at her club. She groaned. "Well keep Paige away from them, okay? We don't want her turning into one again."

"No, we certainly don't, especially this kind, because they have to kill you to turn you. They are human-demon hybrids. It's weird, the info in the Book of Shadows made it seem like they were all over the place. I don't know why we've never seen them before. But I saw lots of them, all meeting up here in San Francisco!" Phoebe insisted.

"Okay, I believe you. We can talk about it when I get home, okay? I'm not working tonight so I'll be home before P3 opens."

That night, shortly after sunset, the Wolfram and Hart private jet set down on a runway of the San Francisco airport. The landing time had been chosen to keep Spike from combusting in the sun.

"That wasn't as cool as I thought it would be." Xander confessed to Willow while disembarking.

"I know, it was so tiny and bumpy, my tummy is all flippy." The witch agreed.

"Okay, so all of the warm-blooded types are going to the hotel while Spike tries to find out what he can from the underground." Buffy reminded them.

Spike wandered the streets of San Francisco looking for fellow vampires. He figured if he told them his name was William he'd have a good chance of staying incognito and they'd think he was just another vamp coming for the same reasons they were.

He stopped in front of a seedy looking bar and glanced in. Sure enough, the patrons looked less than human. Most were demons but there was a cluster of his own kind in one corner. He entered the bar.

"Aw man, not another one! What's with all you vamps anyway!" whined the demon bartender. "Go back where you came from!"

Spike ignored him and went over to the group in the corner.

"He always that bigoted or did I do something to piss him off?" He said by way of introduction.

"Demons have had this town to themselves for decades. They're just jealous now that we're coming to take it back." Sneered a large male vamp.

"Oh, is that why we're all here? I heard something was going down, figured I'd come get in on the action." Spike said.

"Welcome then. That's why we're all here too. Word is we're gathering forces, some old vamp named Lertrantius is heading it all up. We meet at his place on Wednesday nights. You should come. Big abandoned house across the street from the Green Ave. cemetery." Said the same vamp, apparently the leader of this gang.

"That right? I just might do that." Spike agreed.

"You want to join up with us? We're going hunting after these drinks." Flirted a young female vampire.

"Nah, that's okay. I'm a loner type, you know? I'm off to find some food myself actually." Spike said, trying to get out of the situation.

"Be sure to turn as many as you can. The more of us we can get the better, even newbies." Said the leader.

"Of course. Well I'll be seeing you. Good hunting tonight." Spike said, leaving the bar and heading off towards the Denny's near the hotel they'd picked as a meeting spot. He opened up his phone to call the others.

"What do you mean we can't make a potion to kill them?" Piper yelled at the Book of Shadows.

"Piper, honey, yelling at the book isn't going to make it say something different." Her youngest sister Paige pointed out.

"Well, it's ridiculous. They're demons, we vanquish them. With potions." She said crankily.

"It says that we can't use a potion because they are half-human, and dead at that. They can only be killed by decapitation, a stake through the heart, or exposure to direct sunlight. Oh and holy water and crosses burn them." Phoebe read from the vampire page of the Book of Shadows. "So that's all pretty much what I remember from last time. Oh, but this kind doesn't turn into bats, that's a relief."

Piper groaned again. "Can we at least scry for them?" she asked.

"Doesn't say we can't…might as well try, right?" Phoebe said helpfully, handing Piper the map and crystal.

Unfortunately, there were by now so many vampires in the city that scrying was completely useless. The crystal landed as soon as Piper starting swinging it, and it would land practically anywhere in the city.

"How about narrowing it down somehow? Scry for the worst vampire, or something." Paige suggested.

"How about the least evil one?" Phoebe countered. "Make it easy on us."

"Fine. But I don't know how one can be any less evil than any other." She swung the crystal, and it circled for a few moments before landing.

"Corner of 18th and Maple." She read out. "Fine, let's go."

The sisters joined hands and Paige orbed them to a nearby park for safety. They walked a block to the crossroads.

"Hmm. A law firm, a library branch, a gas station, and a Denny's." Paige said, looking around. "Who votes for the Denny's?"

Her sisters looked around, and the other three corners looked pretty deserted, so they went into the Denny's and looked around. There were about thirty people in the restaurant, all looking human.

"How do we tell which is the vamp?" Phoebe whispered.

"I can freeze them and we can feel their temperatures?" Piper suggested.

They looked around for a few minutes more.

"Fine, go ahead." Paige agreed.

Piper flicked her hands and nearly every person in the room froze. In a corner booth a slim redhead jumped out of her seat and looked frantically around. A brunette stood up next to her.

"Willow, what happened? Why are they all freezy?" Dawn asked, waving her hand in front of Buffy's face.

Willow saw the three witches standing in the entryway at the same moment the witches saw them. The sisters started towards their table.

"Thicken!" Willow yelled and put her hand out.

The Charmed Ones found themselves suddenly stopped as if they had hit a wall.

"What the…" Piper started to say.

"They must be witches too, Piper. They must be good if they didn't freeze, right?" said Paige.

"What did you do to my friends?" Willow demanded.

"What did you do to us?" Phoebe retorted.

"Protected us from anything else you might do." Willow snapped.

"We're not going to hurt you. You're clearly a witch. So are we. We're looking for a vampire. Have you seen one?" Piper said.

Willow and Dawn exchanged glances.

"How do we know you are telling the truth?" Dawn asked warily.

"Let us go and Piper will unfreeze your friends." Phoebe answered.

Willow looked at her friends. "Fine." She said, waving her hand.

Piper went to their table and waved her hand. The gang abruptly lurched into action where they had been frozen.

"Okay, happy now? We have to find the…"

She stopped short when she saw Spike's face. He had subconsciously realized something was up and vamped out.

"Wait a second, it's HIM? You are protecting a vampire?" she asked incredulously, re-freezing him quickly.

Buffy and Xander were still looking around confused. Willow sighed. "He's a good vampire now. He has a soul…it's a long story. He's here to help us track the vampire leaders."

Buffy yelped. "Will, you can't just go around telling people about vampires!"

"Buffy, look around. They froze the room. Well except for me and Dawn…why is that?" she demanded of the eldest witch.

"My powers don't freeze good witches." She explained simply. "You two are witches, the others aren't."

"Hey, I count as a real witch like you Willow!" Dawn exclaimed. "You think it's cause of those visions?"

"You get visions? So do I." Said Phoebe with a smile to the younger girl. "Hey Piper, shouldn't we unfreeze these people before they lose too much time?"

"Hmm, good point. I think we should talk though…especially about him." She said, indicating Spike with her finger. "Can you orb us all back to the manor?"

"Whoa, what's orbing and where's the manor?" Buffy demanded.

"The manor is our house and orbing is kind of like beaming up, like on Star Trek. It's perfectly safe. Everyone hold hands…oh and someone touch the vampire." Paige answered.

The Scoobies warily held hands and then Willow held Paige's. Suddenly before they knew what was happening they were standing in the foyer of a large house with Paige and Phoebe.

"I'll be right back, I have to go get Piper." And Paige orbed out again.

"Why can't Piper just orb herself back here?" Xander asked.

"Oh, only Paige can orb. She's actually our half-sister. Her father was a white-lighter, they're like angels and they can orb." Phoebe said helpfully, though she only succeeded in confusing him further.

"So what's the deal with this guy?" she said, looking at Spike who was still frozen. "You said he's good now? I guess that explains why we found him from scrying for the least evil vampire in the city…but how is he good? I didn't know vampires could be good. Well I didn't even know what they were until today but still."

"He got his human soul back last year. He's one of only two souled vampires that we know of. The other is back in LA. They fight for good now. I promise, you can unfreeze him. He won't hurt you. He was just telling us what he knew about the vampire plans." Buffy explained.

"Oh, I can't unfreeze him, Piper has to do that. She freezes and blows things up, Paige can move objects around and orb, and I get premonitions. I can also levitate and I do martials arts too." Phoebe tried to explain. "She said she gets premonitions, what's your power?" she asked Willow.

"Um…I don't really know. I just do magic, I can move things around too, and talk into people's minds, and I used to be able to levitate but that was kind of a different circumstance…" she trailed off, remembering the last time she had levitated, when she was high on the black magic after Tara's death.

The attention turned from her anyway when Paige and Piper orbed back into the room.

The Scoobies just stared open-mouthed, but Phoebe acted like it was perfectly normal.

"Hey Piper, they seem pretty sure that the vampire is good now. Apparently he has a human soul now and is working for them."

"With us." Buffy corrected her.

"With them. So you can unfreeze him. He found out what the other vampires are up to." Phoebe finished.

Piper looked unconvinced but waved her hand. He suddenly jerked into motion and looked around him.

"Bloody hell, what is happening?"

"Long story Spike, they froze us and beamed us here, they're witches." Buffy explained.

"Like Red? Why'd they freeze us then?" Spike said as he shook his face back into human form.

"Um. We were looking for vampires. To vanquish them. But don't worry if you are good we won't vanquish you. We understand about demons that aren't actually bad." Phoebe reassured him.

"So Spike, before all that excitement you were telling us about those other vampires, why they are here." Willow reminded him. "They want to know too."

Spike looked around and raised his eyebrows before answering Willow.

"Like I said, before I was FROZEN, they are trying to take it back. It's been a demon town for a long time, it's close to the underworld or something, and vamps have stayed away. But some old vamp named Lertrantius decided to take it from them. So he put out word and they've been coming from all over. They are turning as many humans as they can, and they have meetings every Wednesday night to see how far they are coming. I think the plan eventually is to have it out with the demons, kick them all out. Not a bad plan, if you ask me. This is a nice town, lots of clouds, lots of people to eat…not that I do that sort of thing anymore! No sirree!" he finished as Buffy glared at him for the eating people comment.

"They're going to kick out the demons? Maybe we should let them do it…or not." Paige suggested and then backed out at the look on Piper's face.

"You do not want this to become a vamp town. Just trust me on that. And there isn't even a slayer here, is there?" Buffy asked Willow.

"I don't think so. None of the ones from Sunnydale anyway, and I don't feel any of the new unknown ones."

"A slayer?" Phoebe asked.

"A vampire slayer. You've never heard of them? Boo." Said Buffy. "I'm the slayer, well a slayer." She amended, not used to having other slayers around. "Super-strength, powers, short expiration date, we fight vampires and sometimes other demons."

"Oh. So what are you?" Piper asked Xander.

"Uh, I'm just a human. I help them out a lot though…" he said, feeling yet again boring and useless.

"Oh."

Whee! Hope you guys liked that installment. Thanks for all the nice reviews!It's a bit hard combining the two universes especially with different vampires. But the shows are just begging to be crossovers! Next installment soon to come!