The Slayers are shocked to see Elektra and Hector pursuing them. Rosario has been bitten, and Tiffany has a stab wound in her stomach, so neither is in great condition for fighting. They leap on the back of a bus at the intersection. Elektra races towards them, gaining ground extremely quickly even though the bus is going thirty miles an hour. The Slayers climb onto the roof. Elektra scales the bus and joins them. "Nobody runs away from me," Elektra says. The two Slayers still think they can take one vampire, and stand to fight when the bus halts at a red light. Leks is forced into a corner, but leaps over the Slayers towards the center. Pedestrians take note of this bizarre scene. Hector climbs on the stationary vehicle, attacking the Slayers from behind. The Slayers decide to leap off the bus and escape on foot. Just after they jump, the bus takes off. Hector falls to the ground. Elektra jumps, grabs a light pole, spins around once and bounds after the girls, following the scent of their spilled blood.

Half a mile later, the exhausted Slayers are shocked to see Elektra standing sixty feet in front of them. "I thought Slayers were fast," she jokes. "And I didn't even have to turn on the afterburners to lap you losers." Tiff and Rosa had always been able to run down any vampire. They limp forward and attack instinctively. Elektra does a forward flip and lands behind them. When Tiffany turns, she gets hit with a right roundhouse kick that knocks her down. Rosario nails Leks with a right hook kick and grabs the vampire's left foot when she kicks back. Elektra does a back flip to get free. The Slayers contemplate resuming their retreat home, but realize Elektra will just catch up and decide to kill her while they have numbers. Leks jumps on the hood of a car when they attack. She knows she can wear the injured Slayers out. They stand and catch their breath.

"What's the matter," Tiffany asks. "Afraid?"

"Nah. Just patient. Ya know, my family's killed every black Slayer we've faced. Not that we're racist or nothing. Did you meet Rona before I took her out?" Neither Slayer even knew Rona was dead. "I wonder if you'll taste as sweet." Hector finally arrives. "About fucking time!"

"Which one do you want," he asks.

"I'll take the dark meat."

"Cool. I got a taste for the chica." Hector charges Rosario. Elektra leaps into the wall and bounds back, trying to kick Tiffany, who rolls out of the way. Rosa throws Hector to the ground and gets out her stake. Leks fakes a right cross and connects with a left jab to Tiffany's stomach wound. She winces and Elektra licks the blood off her knuckles.

"I think I got you babe," she says before landing a right hook kick to Tiff's stomach. The Slayer steps back and to her right towards Rosario. Elektra looks to her left and sees Hector on his back, grabbing the stake with both hands and struggling to keep it from piercing his heart. She rolls her eyes, grabs Rosario from behind and shoves her head through the driver's side window of a parked car. This sets off a piercing car alarm that incapacitates the vampires because of their sensitive ears. The Slayers capitalize on the respite and continue running home. "Why do I always have to save the guy?" Leks moans, knowing she had Tiffany on the ropes. They continue their chase. Elektra slows down and stays with Hector, since by now even she's tired and doesn't want to risk a Slayer double team. Hector can't keep up with the Slayers, and that poses a problem, since they could duck into any of these apartments buildings. Elektra gets twenty feet ahead of Hector. "Move your ass," she screams, turning around and running backwards faster than he can run forwards. This is your chance!" He speeds up, giving it everything he's got. The Slayers notice the vampires are closing, and burn their last reserves of energy staying out of reach. When Hector is within thirty feet and Leks within ten, they leap up the escape ladders and climb to the bedroom window of their fourth-floor apartment. Hector rushes over and prepares to jump after them, but Leks holds him back with her left hand as she watches them limp inside. "Play it cool, boy. Real cool." She kicks in the front door and stomps up the stairs loudly and slowly. When she and Hector get to the fourth floor, they can identify the Slayers' place by the smell of their blood. She pounds on the door.

"Ven aqui! Ven aqui, muchachas," Hector screams.

"We know where you live," Elektra reminds them. "You can't stay in there forever. One of these days, you'll step outside and someone's gonna bust a cap in your ass. Or just plain blow your brains out. You're helpless! Leave town, or die." Tiffany opens the door and points a loaded crossbow at Elektra. Her shirt is soaked in blood. Standing next to her is Rosario, who has a deep gash on her forehead thanks to Elektra. Hector races downstairs at the mere sight of the cross bow. The more courageous Elektra slowly backs up, puts her left hand in front of her chest and pulls a throwing star out of her pocket with her right hand. "You shoot, I shoot. Which one of us is more likely to die? You feeling lucky bitch?" They stand still and stare each other down for five seconds, Tiffany's trigger finger trembling, Elektra's fingers twitching, eager to put the star in the Slayer's neck. Tiff finally ends the tense standoff by slamming the door shut. "That's what I thought." Tiff falls to her knees from the pain of the wound. Rosario rushes for some bandages, but feels lightheaded due to the loss of blood.

Outside, the vampires are giddy. "Slayers out of commission, just like I promised," she tells Hector. He kisses her. She leaps on him and straddles his waist with her legs, squeezing him.

"I don't know if it's you or the Slayer blood."

"It's both." She licks his teeth and sucks his tongue to get a taste. He leans her against the front windshield of a parked car and gets on top, kissing her neck. She hurls him to the ground and stands up. "In public? I ain't that nasty." Except with Spike, but then again she'd do Spike anywhere, anytime.

"But baby."

"Don't baby me." She rushes to a main thoroughfare and he races after her.

"Aw come on, girl," he whines. "I'm ready to go."

"The Slayer blood will help you stay ready." A car stops at a red light. Leks breaks then window and pulls out of the driver, throwing her twenty feet onto the sidewalk. She gets in and unlocks the passenger door. Hector gets in, and they race off. "I didn't get that sweet hotel room so we could do it in some alley."

"You're incredible."

"I know." She grabs the back of his neck with her right hand and shoves his face into her lap. "Now go to town. Make momma happy." She smiles as she runs a read light and swerves around traffic.

"This is not good. Not good at all," Giles says as he paces in the library.

"Five dead vampires. No dead Slayers. What's not good about that," Buffy asks.

"When was the last time a vampire pursued you for over a mile?"

"So she's fast."

"And she's smart," Xander adds. "The girl knew to get the hell outta Dodge."

"Exactly," Giles agrees. "Fleeing from a more dangerous locale to a less dangerous one is high unusual."

"Sounds pretty obvious to me," Xander counters, supporting Buffy.

"Did the vampires ever flee Sunndydale and perpetrate a massacre in, I don't know, Lompoc?"

"No," Buffy recalls. "Now that you mention it, it is kinda surprising they kept banging their heads against the same Slayer brick wall."

"They carefully laid an ambush. And fought as a team. This is most disconcerting."

"I may have slept through most of biology, but isn't that called adaptation," Xander asks.

"Vampires don't adapt. They're demons. Adaptation is a human trait."

"Yeah but, they're like half human. Anyway, if someone was attacking you on all sides, wouldn't you band together?"

"The vampires tried their best, and they still got clobbered," Buffy points out. "That's good news in my book."

"If she's in Chicago, what's going on in Cleveland," Xander wonders.

Wood sits in the kitchen, listening to the police scanner. Gretchen comes in for a cup of coffee. "Still nothing?"

"Like it isn't even the Hellmouth."

"I suppose that's a good thing. If not for us, than for the greater Cleveland community."

"I know they're planning something. Are you keeping watch?"

"Olivia and Sue are outside. The girls are switching shifts at thirty minute intervals."

"I hope they're not too bored."

"They seem happy watching Fight Club'."

"Fight Club'? Isn't that more of a guy's movie?"

"I thought so. But they have a Brad Pitt thing."

"It's getting late. People are going home. What are they waiting for?" It wasn't like vampires to wait this long to feed on a weekday.

The demons congregate in a vacant lot at the bottom of the Hellmouth zone, six miles from the Slayers, and inaccessible by car. "The cowardly vampires ran," a tall brown demon with two long red horns and a red stump on his forehead tells the throng. "And I'm glad." They demons cheer. "They just got in the way!"

"Half-breeds!" More cheering.

"We are free. We can come and go as we please. The humans have places they must protect. Places where we can do them great harm. They are united. And now we are united!" This statement is greeted with predictable applause. "Tonight, we show these Slayers and their human masters who the Hellmouth belongs to."

Elektra bounces up and down on top of Hector, digging her nails into his chest. "You're the best. You're the best," he screams.

"Yes, yes, yes I am," she moans. Kat opens the door and enters with Ricky. She turns towards the wall and hangs up her coat.

"Sorry about ditching ya, Leks. We were too beat up. You forgive me, right?"

"Yes, yes, oh yes!" Kat sees what's going on.

"Sorry girlfriend. We'll head out again." Elektra looks to her right.

"Why? The more the merrier. There's two beds, and we can only use one." Ricky doesn't know how he feels about this. But Kat seems turned on by the idea.

"Look at those hips," she says to Leks and she takes off her shirt and rips off Ricky's. "How do you stay so thin?"

"Exercise," Elektra replies. Kat throws a pensive Ricky on the other bed. Hector also doesn't like the idea of doing it with another guy in the room. But his eyes are rolling into the back of his head, and he's in no position to argue with Elektra.

Spike enters a small underground room containing a transformer and three vampires feasting on one dead human. "Careful, a few feet to the left, and you're goo," he says. One of the two male vampires glares at him.

"Get out!"

"You don't know who I am." The woman stands up.

"I wouldn't mind getting to know." The man pushes her aside and gets in Spike's face. He's three inches taller.

"I said get out, blondie." Spike snaps his neck.

"When I'm good and bloody ready." The other male vampire stops feeding and appears concerned. The woman smiles and grabs Spike's lapels, reverting to her human face.

"You're psychotic. I like that." He grabs her neck. "Please, please! I'll do whatever you want. What-ev-er." She tries to turn a grimace into a smile, licks her lips and rubs her thigh against his groin. The other vampire takes advantage of the distraction and makes a run for it. Spike throws the woman back, grabs the man by his hair, spins him around and stakes him. The woman runs by Spike and heads down a tunnel. When he closes, she opens a vent and leaps on top of a subway car. He jumps down, grabbing the end of the last car. The woman thinks she's lost him, and decides to hang on until she's well away from the scene. Spike climbs up on top at the next stop and makes it to within one car of her when it starts up again. She looks back, and he goes down in between the cars where she can't see him. He gets back on top, knowing the noise of the speeding train will muffle his approach. She is startled when she feels someone grabbing her right ankle, and screams and tries to struggle. They fall onto a parallel track. "What is your problem," she asks before trying to push him onto the third rail. He throws her down but hangs onto her shirt so she back dangles inches above the power line.

"The name's Spike."

"Flash." Spike laughs and eventually pulls her back to her feet, but still can't stop laughing. "Hey! What's so funny?"

"The Flash?"

"Just flash. Cause I'm fast."

"Not fast enough."

"What do you want?"

"I need help."

"Oh really." She smiles and sidles up to him.

"Not that. Well, not yet, anyway. There's a boy I'm looking for named Devlin. Average height. Brown hair. Black trenchcoat."

"Vampire?"

"That too. He fancies himself a leader. Chances are you'll hear his pitch."

"And you want to stop him? Is this a power thing?"

"It's a life and death thing, luv. He wants me dead. I want him dead. You help me, I won't want you dead."

"You wanted my help, maybe you shouldn't have killed my friends." He pushes her down on her knees, grabs her hair and shoves her face close to the third rail.

"I do things my way."

"Okay, okay, okay. Please, please." He lets go.

"Yeah, yeah. The begging doesn't get my rocks off like it used to. Makes me kinda queasy now." She stands up.

"Haven't seen him."

"You will. You be his friend. Then you betray him."

"What's in it for me?" Spike goes bumpy and growls, then caresses her face. She runs her fingers through his hair. "You drive quite a bargain." Spike hands her a card and backs away from her. "You keep in touch, luv."

"I'll look forward to the touching, love," she replies with a smirk. Spike jumps on the side of the train that comes by heading in the other direction. She shakes her head. "Why are the gorgeous ones always insane?"

Robin's beeper goes off. "The school!"

"It's an inanimate object. It can't page you," Gretchen drolly points out.

"The alarm. Someone broke in."

"Maybe the vampires want to learn," she quips.

The demons decided to ransack the school. Since the principal runs it, they see the building as his property, and believe this will be a blow to his honor and compel him to fight. They break windows, bust desks, puts their fists through televisions, then get bored. "When the Slayers gonna show," a demon asks the leader.

"Any minute."

"And if they don't?"

"We take over and wait." He knows shutting down the school will get attention and cause Wood to lose face.

"I don't wanna wait." The leader rips his head off and shows it to some other impatient demons.

"Anyone else not want to wait?" They shake their heads.

Wood zooms into the parking lot with Gretchen riding shotgun the six Slayers piled in back. He sees a decapitated security guard. "It's gonna be hard to get a replacement," he quips, since the previous night watchman was killed by Elektra less than two weeks ago.

"I suppose it's rather pointless," Gretchen notes. "If you can't stop them, why even have somebody try?" He sees the broken windows and several breaches in the walls. "Correct me if I'm wrong, but vampires don't generally walk through walls."

"I think we're dealing with something more than vampires."

"You'd think the demons would know better after last night." Wood stops the car and everyone gets out. He opens the back and they arm up. He straps on the flamethrower. Gretchen flicks a lighter and ignites the end. "It looks good on you." The Slayers are impressed by the principal.

A demon lookout comes racing down the halls. "They're here! They're here! They're he-eere!"

"Form up and attack," the leader orders. The demons, who have spread out around the building, head back. A few impetuous ones race outside on their own.

"We can take them," Kelly brags.

"I think there's more," Gretchen cautions. The demons slowly emerge. Watchers and Slayers count their numbers and gradually become disenchanted.

"Okay, I stopped counting at forty," Jessica reports.

"We can take them," Robin assures the group.

"Easy to say when you're holding that," Gretchen responds. "If you don't mind, since I lack super powers or an incendiary device, I'm just going to climb onto the roof of your car and direct the battle from there.

"Stay back," he tells the Slayers, slowly walking towards the onrushing demon mob. None of the Slayers had worked with him before yesterday. Most hadn't even met him before then. But this gung-ho act convinced them he was a warrior. When the lead demon is ten feet away, Wood turns on the jets, immolating the monster. He sprays fire left and right, igniting more than a dozen demons.

"Stay away from the man," their leader yells. "Go for the girls!" Demons start moving left and right, although those in the center don't have time to escape the flames. Robin looks around and sprays more fire, finishing off the demons he's already igniting. The smell of burnt flesh fills the air. Eighteen of the enemy had been toasted.

The six Slayers form up as a body in an arc, with Kelly at the apex, ready for the attack. They repel and kill the first wave with their swords, fists and feet. The second wave forces them back, but they hold firm. Other demons try to work around their flanks and surround the girls. Wood turns around. "Duck," he yells. The girls hit the ground as he presses the trigger again, spraying the demons around the Slayers with flame and making them run away.

"Take him out," the leader tells three demons. "Get him from behind!" The trio spreads out and slowly approaches Robin from all directions. He backs up, away from the Slayers. Some of the flaming demons try suicide attacks on the Slayers when they get up. They slice and dice, with Jessica, Kelly and Veronica getting minor burns on their forearms. The lead demon advances with five of his larger compatriots.

"Be careful," Gretchen yells from atop the SUV. "They've probably saved the best for last." Wood is surround by the three demons, who stay out of flamethrower range, so he can't help. The leader knocks Kelly down. She kicks him in the left knee before getting up, ducks a right swat and punches him four times in the stomach. He grabs her throat with his left hand and lifts the girl off the ground. She kicks him in the groin. He lets go and backs up.

"Good. You have those," she jokes. To her left, Susan is in trouble. She's been knocked down, scratched across her back, and is being kick in the ribs. Kelly hits the demon in the chest with a leaping left hook kick. Then her opponent nails the distracted Slayer with a left hook, putting Kelly on the ground. He walks past the Slayer towards the car and Gretchen. He lets out a terrifying war cry. The trio surrounding Wood retreat and race to the other side of the car.

"Moi," Gretchen asks the leader as she looks down. "I'm flattered." Kelly's helping out Olivia, and has forgotten about her first opponent. After the two of them stab the demon multiple times and kill him, she turns round and sees Gretchen in trouble.

"Gretch," she yells. Gretchen leaps off the car's hood as her attacker jumps on top.

"Not again," Wood says, recalling when Elektra did that last week. Gretchen rolls when her feet hit the ground. She cuts off a demon's left foot with the sword in her right hand and puts the ax in her left hand through a demon's chest. Susan chops off that demon's head. Kelly jumps on the back of the demon with the amputated foot, brings him to the ground and snaps his neck. The other demons also run over to the other side of the car, and are joined by the other Slayers. The leader sees Wood rushing towards him and puts his left hand through the front windshield. He then leaps off the car, clotheslines Kelly with his left arm, jabs the claws on his left hand through Susan's stomach, gets an ax in the back from Gretchen and a sword through the chest from Katie. He retreats, along with the other three remaining demons, when they see Wood rushing over.

"We need to get Susan to the hospital," Gretchen tells Wood.

Tiffany walks over to the couch and gingerly sits down to Rosario's left to watch television. She has a large bandage on her stomach, which is held in place by a roll of gauze around her midsection. Rosario has a bandage on her neck and above her right eye. "You okay? Maybe we should take you to a doctor."

"Take ME? You're the one who got stabbed."

"Yeah, but you lost a lot of blood."

"I'll be fine tomorrow."

"Maybe we should take tomorrow off."

"Well, if you're not gonna be ready."

"I don't know if I'm gonna be ready, period."

"What?"

"Don't tell me you weren't freaked by getting bit."

"Sure. It was scary. But it stopped."

"Were you afraid of dying?"

"Not really. I just thought that it hurt. I didn't have time to think about death."

"What about after?"

"I knew we'd make it. I had you by my side."

"See, that's the thing. I don't know if I want to go back out there."

"Que?"

"We've saved tons of lives. Cleaned up this town. But when do we get a break? How much longer do we have to continue risking our lives?"

"That's the injury talking."

"I chose to do this. And I can choose not to. I don't owe Buffy my life."

"It's not Buffy we're fighting for. It's all the people in this city who can't defend themselves."

"No offense, but I've already given them enough."

"We haven't even done this for a year."

"You mean that's when our tour of duty ends?"

"I don't know. Like you said, we can always stop. But why should we?"

"So we can walk away while we still can walk away. I know it's selfish. But we've done our part. I can move back home, keep the neighborhood safe. At least from the demons. Not much I can do about the gangbangers."

"You heard Buffy. She got stabbed too."

"And she died. Twice. But the rest of us, we only get to die once. Like Rona and Vi. And they were Veterans! They were stronger and better trained than anyone. If it can happen to them, - "

"By that logic everyone should quit. What good would that do?"

"We've done a helluva lot more than most. I didn't say I was stopping. I just wanna dial it back a bit."

"You saw what they did. You saw all those bodies. If we dial it back, that happens every night."

"Maybe we can get a new girl to back us up. Three's safer than two."

"We'll bring better weapons next time. We'll find out where they live. We can beat them, Tiff."

"And then someone new comes along."

"Not if they're scared of us because of our rep. Vampires know this town means death, they'll go somewhere else."

"I thought they already had. Then this new girl shows up."

"Is it cause they know where we live? We can get a new place."

"Maybe it is the injury. Maybe I just need to sleep it off." She walks towards her room. "Or maybe I just need a break. Like you said, it's our right."

Spike sits down on his bed at the Plaza and flips through the channels. Nothing's on. He turns the tv off and takes out the picture of Buffy he keeps in his jacket pocket. If she ever learned about Devlin, that would ruin everything. He worst fear is she'd get to him before he did and use his gun. Unlike other vampires, Dev could aim.

Devlin sits in the back of an Indianapolis Starbucks at half past five Wednesday morning, uploading his latest post onto the web. The sun was coming up, and he needed to find a place to sleep better than his back seat. Or he could get to Cleveland in under three hours and reunite with Elektra. The other option was forgoing sleep and making it to New York by that night. He knew Spike would be there. But if he avoided Spike and went to Cleveland, his sire would undoubtedly follow him there. Then he'd have to fight Spike and the Slayers at the same time. Better to deal with them separately. He waited for a frazzled looking man who probably had been up the whole night leave the cafe. Dev followed him out, bit him by the man's car, and drank his blood along with his caffeine buzz. He knocked out three shocked onlookers, got in his car and raced out of town. Spike and New York were waiting.

"Thirty demons," Buffy exults that morning to Xander, Giles and Dawn, all of whom are exhausted. "They killed thirty demons!

"Approximately," Giles responds. "But probably slightly fewer than that."

"Whatever. It's huge!"

"Susan was badly hurt. Jessica nearly lost her life. The girls were shaken."

"The girls kicked ass. We haven't had that many kills at once since Sunnydale. They've won! The vampires skedaddled. The demons were massacred. We've won."

"The vampires could still return. Meanwhile, we have two Slayers in Chicago temporarily out of commission."

"Try to look on the bright side for once. They've thrown everything they had at us and we threw it right back in their face."

"What if we puts Tiffany and Rosario in Cleveland. Pool our strength," Xander suggests. Giles appears to support this idea.

"And abondon Chicago," Buffy interjects. "We are not giving any city to the vampires. Especially one that big. Guys, we are on the brink of victory. Besides, they're holding the line just fine in Cleveland."

"Especially with that flame thrower," Xander adds.

"I don't think he should use that again," Dawn argues. "I've seen some things on tv about World War II where they said if the tank in back gets shot, he burns to death, and that's a horrible way to go. Then again, even if he doesn't have the flame thrower, they can still shoot and kill him."

"Dawn, go to school," Buffy orders.

"It's not like the demons aren't getting strapped."

"Dawn - "

"Fine." She mopes out of the room.

"Now what's the situation in New York,"