That Wednesday night the entire group went to the chosen house prepared for battle. Grudgingly, because neither group fully understood or trusted the other, they had agreed to work together. Spike prudently decided to stay at the hotel, in case he was needed later to be undercover again.

A huge group of vampires was out in front of the house, so Buffy and the Scoobies charged in as usual, and began chopping them down. The witches watched at first, and were less impressed with the poofing of the vampires than normal people, being used to demons doing essentially the same thing.

"Should we help them?" Phoebe asked. "Wow, did you see that roundhouse Buffy just got in to his head?" the most experienced martial artist of the sisters was clearly impressed by the slayer's abilites.

Piper tested her power on a vamp, blowing him to bits. "Hmm, that seems to work as well." She said smugly, as his bits turned to dust.

"Okay then, we'll go check out the inside if you all have this covered." Phoebe suggested. She and Paige ventured inside the house, which seemed to be deserted, not surprising her as any vamps inside had likely come outside at the sound of the fighting.

Phoebe and Paige peered around the corner before walking around it. They glimpsed a huge vampire that looked even less human than the others. He had no hair and a grisly smile. Unfortunately, he saw them too.

Paige quickly threw a bottle of holy water at the vampire's face, but to her surprise he just laughed as it struck his skin. He had been around for nearly three thousand years, and therefore predated the existence of and fear of Christianity.

"Phoebe! It didn't work! What now?" she hissed at her sister while moving around to stay out of the vamp's reach.

Phoebe looked behind her at the entryway to the mansion. Buffy was fighting a number of vamps trying to get to them to help. She didn't seem happy that the witches had gone off on their own.

"He must be their leader, they said he was a really old and weird kind, so maybe holy water doesn't kill him. Buffy will be here in a minute. Maybe she'll know. I bet a stake still does though." She pulled out the stake she had brought along and got ready as the vampire lunged at her. He grabbed at her neck but she levitated up and kicked his arm out of the way. The vamp somehow managed to look more angry as she came back down and he attacked her again. Phoebe continued to deflect most of his attacks and get in some shots of her own as the fight continued. Her martial arts skills served her well but the vamp was much stronger than her. Finally she got a clear shot and shoved the stake at his heart. Unfortunately, it struck his chest and stopped. He grinned and grabbed the stake. He twisted it in her hands so it was facing her own chest. Her eyes grew wide as he simultaneously shoved it forward and kicked her legs out from under her so she fell on the pointy stick.

One of the vamps eluded Buffy and raced to his master's defense, reaching Paige as Phoebe was fighting with the super vamp. She was distracted by him and didn't see what happened to Phoebe until it was too late.

Paige screamed "Stake!" a split second too late, just as Buffy ran up in time to see Phoebe impaled. She fell limp immediately, the stake having pierced her heart and killed her instantly. Paige stood in shock holding the bloody stake.

"What the hell are you? A Turokan? You've GOT to be kidding me!" Buffy yelled as she came upon the vamp. "I thought we killed you all in Sunnydale!" She attacked the ugly vampire. She pulled a scythe out of it's sheath on her back. "Good thing I was prepared for anything!" she announced.

"A Turokan? Please, do not insult me, I am not a..." he was literally cut off as she swung it around and sliced his head cleanly off before he even really knew what was happening. He disappeared in a poof of dust. She turned to the witchy sisters.

"No! Phoebe!" Paige wailed as she felt safe enough to approach Phoebe.

"Leo!" she screamed. The whitelighter was already there, of course, having felt it the moment that Phoebe was hit, but it was instinct now. Piper ran in as well, and stopped with a look of fear and panic on her face. Leo held his hands out over the hole in Phoebe's chest. No healing energy was flowing from his hands to Phoebe's body. That could only mean one thing, but the witches were not ready to admit that.

"Leo! Fix her! Why can't you fix her?" Paige cried.

"Paige…it's not working. She's gone." He tried to hold back his own tears to stay strong for Paige and Piper.

"No! She can't be gone! Heal her, Leo, heal her!" she sobbed.

"Paige…" he tried to comfort her, but Piper interrupted him.

"We can see, Leo. And I say no. This will not happen again. I refuse to lose another sister. Go upstairs. Find a way. Reverse time. I don't care what we have to do." Piper was strangely calm, considering her sister was lying dead on the floor in front of her.

"Piper…"

"Go."