A/N Thanks for all the great reviews, especially Seraphwalker and Allen Pitt. To BAKAMAN, If this was gonna be a longer story, then I would have added Wolfram and Hart into the story. But as it stands now, they aren't connected to one another.

I hope you guys like this chapter. I'm working on the next one's as we speak.

Chapter 3

Old Faces, New Places

"You're alive." the Kendra lookalike said as she got off of Xander.

"I...I was going to say the same thing about you." Xander said still in shock as he stood to his feet as well.

"Sorry about jumping on you like that." the girl said as she moved over to a dimmer switch and cut the lights on a little brighter. "I thought you were one of those things."

As she turned around Xander finally saw her face. She didn't have her hair in braids like Kendra did, it was shoulder length and slightly curly, but the pouty lips and the pretty face were still there. It had to be her.

"It's alright." Xander said not taking his eyes off of her, even as Rose ran up to his side.

"What's wrong?" she asked noticing his stare. "Never seen a girl before?"

"No it's...you just look exactly like a friend I lost awhile back." Xander said lowering his head.

"I'm sorry." the girl said a little saddened. She knew what it was like to lose someone. "And what's your name sweetie?" she asked as she noticed the little girl hiding behind Xander, peeking out at her.

"Roselyn." she replied shyly as she grabbed Xander's hand.

"And my name is Xander." he replied as he held his hand out for her to shake, which she did.

"Marie." she told them simply.

"Xander, I'm hungry." Rose spoke up as her stomach growled again. Her fear of what happened earlier nearly forgotten.

"Then you can have my food." Marie said pointing at her plate. "There's plenty of other stuff in the back." watching Rose move away to devour the food, Xander grabbed Marie by the arm and pulled her to the side.

"So do you know what's going on in the city?" Xander asked as he got far enough away so Rose wouldn't hear.

"I was just gonna ask you the same thing." Marie whispered to him. Then she looked over at Rose who was silently eating her food.

"When I first came to the city last night, I almost got chowed down on by some zombies. I started running and ended up in her apartment." Xander explained, as he followed her line of vision.

"And her parents?"

"Dead."

"Damn." Marie said with a shake of her head.

"So are you sure you don't know anything about what's going on?" Xander asked as he gave her a look. "Before me and her left her apartment, I found a newspaper that said something about an outbreak and that some company sealed up the city to keep people from getting in or out."

"That damn blockade." Marie said as she leaned up against a table. "I left this place once to go there and try to get out of this damn city. The whole town was there and somebody that was infected turned into a zombie in the front lines, so the Umbrella company leader ordered us all back into the city and had his men open fire on us. So I didn't have a choice but to come back here."

"So you're a stripper?" Xander asked.

"What else would a girl that looks like me be doing?" Marie asked teasingly as she made a show of her wearing skin tight black jeans, high heels, and a see thru pink shirt with a black bra underneath. She totally missed the sad look that Xander had on his face. "Wait, I do remember something though." she said thinking back to something she had read.

"Even as a kid, I was always fascinated with sci-fi stuff, so when I read an article in the paper a few months ago it really caught my attention."

"What happened?" Xander asked intrigued as he sat on the table next to her.

"A few months ago there was a special team of cops called S.T.A.R.S. that went up into the mountains to investigate some cannibal killings." Marie started. "For month's now people have been dissappearing and some have been...eaten." she shuddered a little at that.

"Anyway, the cops went up there and only a handful of them came back making allegations that zombies were there. I laughed at that at first, but now..." she gestured with her hands.

"Just like you, I watched a ton of scifi and horror movies." Xander started. "I fought zombies before but somehow I think these are different. I think if these guys bite you that..."

"We'll turn into zombies." Marie finished for him. "That's how I think whatever happened in this city, happened so quickly. It was because the zombies from the mountains were biting people out here."

"So how long has the city been like this?"

"For about three day's now." Marie said with a sigh.

"Damnit." Xander muttered to himself as the soldier whispered something to him.

"What is it?" Marie asked concerned.

"We have to get out of here." Xander said as he walked over and retrieved his shotgun from the floor.

"Are you crazy?" Marie asked, only a step behind him. "We have plenty of food and clean water here. The best thing for us to do is just wait here until help comes."

"That's what you don't understand." Xander told her as he started checking to see how much ammo he had. "Help isn't coming."

"What? How do you know..."

"Because I was pos... because I had a soldier for a friend a long time ago and he told me what happens to places when there's an outbreak of this magnitude."

"What happens?" she asked. "What happens?" she asked louder, after not getting a response from him.

"They're gonna nuke this place." Xander said as he swallowed hard. "You said that this place has been like this for over three days now, so I'm guessing that in the next night or so the army or somebody else is gonna come here and end this place for good."

"I...I can't believe that." Marie stammered. "They have to look for survivors."

"They want." Xander said giving her a sad look. "There's to much of a chance that the virus or whatever the hell is causing these people to turn into zombies will leak out."

"Damn."

"Yeah." Xander agreed with her. They were so screwed. "Do you have a map of the city? I want to find out where the nearest police station or gun shop is. If we're gonna get out of the city, then we have to get more fire power."

"Well, I do have a map." she said as she walked around the bar to try to find it. "But it's not gonna do you any good to try to go to the police station or the gunshop." she said as she found the map and handed it to him.

"Why?" he asked confused, as he layed the map down and started to look over it.

"Because the police station, was one of the first places that fell." she told him sadly. "And the nearest gunshop is almost on the other side of town and even if we do get there it'll probably be already looted."

'She's right.' Xander thought to himself. 'What am I going to do now?'

'Go to the mall.' the soldier whispered to him. He saw through Xander's eyes and saw that the mall was close to them.

"The mall?" Xander asked increduously.

"What about it?" Marie asked as she frowned at him. For some reason she felt that he was talking to himself and not her.

"I was just looking at the map and I saw that the mall is only about a block from where we are." Xander covered. "I'm sure they have a sporting goods shop and a hardware store. Even if they don't have any weapons at the sporting goods store, we can still make bombs and other weapons from the hardware place."

"I'm with you, but there's no way I'm going back out that way." Marie said as she pointed at the door.

"Do you have a sewer access door?" Xander asked as he looked from the door, back to her.

"Yeah, why?"

"Because we can avoid the zombies all together if we go through there. If this place is anything like Sunnydale, the same routes in the sewers will lead us right where we need to be on the surface."

"Isn't that dangerous?" she asked. "What if there are zombies down there. We'll be sitting ducks."

"It's not like we have much of a choice." Xander said with a shrug. "There are just to many of these things out on the street."

"You seem calm about this whole thing." she commented as she looked up at him.

"Lady, where I'm from we go through this kinda stuff all the time." he replied with a smile. "Do you have any place where I can wash up?"

"Yeah, there's a shower through that door." she said as she pointed to a red door across the room. "But why do you want to shower, when we're gonna go through the sewer system?"

"I just wanted to wash off some of this gunk." he said as he showed all the blood and gore that covered him and is clothes. "Do you mind watching..."

"I don't mind watching her at all." she said as she took one of his guns.

"Do you know how to use..." his sentence was cut off as she checked the gun over, almost military style and chambered a bullet. "I guess so. Rose, I'll be back in a few minutes, so be good for Marie." he said as he grabbed his duffle and headed for the room, then stopped when the soldier whispered something to him.

"Rose come here, I want to show you how to do something."


"So where are you from?" Marie asked Xander as they gathered a bag and tossed more food in it.

"Sunnydale, California." he replied as Rose handed him a can of peaches. "What about you?"

"Can, I be truthful with you?" she asked, only for him to nod his head. "We'll I'm originally from Jamaica, but when I was five I ran away from home."

"Why?" Xander asked.

"To make a long story short, some guy came to my parents house and tried to take me and my twin sister away. I got scared and ran away, but my sister stayed and my parents let him take her. I basically snuck from boat to boat, travelled from state to state and somehow ended up in Raccoon City."

"This man." Xander said as he took her hand in his. "Was his name Mr. Zabuto?"

"Yeah." Marie said as her brows furrowed in confusion. "How did you kn..."

"Because, I think I knew your sister." Xander blurted out.

"What? Where is she? You have too..."

"I'm sorry." Xander cut her off again. "But she died trying to save me and my friends lives."

"When?" Marie asked as tears started to fall from her eyes.

"The 12th of May, back in 98' " Xander told her. During the summer of her death he had talked to Giles and learned all he could about Kendra. The folder he got never said she had a sister though. And he would never forget the day of her death. It was the day that he had let down another one of his friends, or potential friends. 'If only I had been faster.' "I'll never forget Kendra's sacrifice."

"Kendra?" Marie asked. "That wasn't my sister's name. Her name was Bianca."

"The Council must have changed her name." Xander realized. He then remembered what Kendra had told the Scooby Gang, when they first met. She told them that a Slayer must sacrifice eveything. Even family. Then he realized something else. "Wait you said that Mr. Zabuto tried to take both of you, right?"

"Yeah." she replied not following what he was asking.

"Well, have you been having any strange dreams lately or have you been able to lift and do things you thought were impossible?"

"Yes, I thought I was going crazy for awhile. And I can't explain it but every since this disaster happened, I've wanted... no craved to go out and fight those monsters."

"I think I can explain it, but I have to ask you one last question to make sure. When did you first start feeling this way?"

"It was...It was sometime in june back in 97'."

'The night Buffy died from drowning.' Xander thought to himself. "You're a Slayer."

"A what?" she asked with raised eyebrows.

After much needed talking about what really went bump in the night, the group gathered all of their supplies and headed for the sewer access. That was until Xander thought of something.

"Wait, I want to try to get a birds eye view of the town first. That's go to the roof first and see just how bad things are."

As they got to the top floor, and walked through the dark and quite spooky hallway, Xander suddenly heard a crash coming from one of the only two doors on the floor.

"Marie, I thought you were here alone?" Xander asked as he looked at her over his shoulder.

"I was." she replied.

With a grim look, Xander hefted up his glock and slowly walked to the door he heard the noise from.

"Alright, on the count of three, I'm going to open up this door." he told them lowly. "One, two, ... Three!" he said as he opened the door, only to find nothing standing there. "I guess, I was just hearing things." he said as something quickly shambled up behind him. Turning he saw a perfectly normal, half naked blonde standing there.

"Tamara?" Marie asked. As if it were a reply, Tamara opened her mouth and a thick foam of red blood poured out of it.

"Holy shit!" Xander shouted out as he jumped back and raised up his gun.

The combined shots of his and Marie's gun's tore through the creatures body, ripping the woman apart as she splattered across the office floor in a mess of liquified flesh.

"Did you know her?" Xander asked as the zombie stripper, layed motionless on the ground in a pool of her own blood, finally dead.

"She...she was a good friend of mine." Marie said after a few moments. "Let's just go to the roof and then get out of here."

"I'm right behind you." Xander told her, as he watched her retreating form. Finally making it to the top of the building, Xander savoured the hot, but fresh air that whipped past his skin.

That was until the wind shifted and filled his nostrails with a foul stench. It was a smell that he would forever remember. It was the smell of death.

"What is that noise?" Marie asked as her Slayer hearing picked up something. As Xander strained to hear, he heard something too. It started off low, but then became a loud clammering and deep wails, that eventually got even louder.

Moving over to the edge of the building, beside the pink and red neon sign, Xander looked down and his mouth dropped at what he saw. There on the street, was what seemed to be hundreds and hundreds of zombies, all wailing, all reaching up, all moaning, and all of them surrounded the building.

"Oh my God!" Marie said as she took a step back.

"No!" Rose cried as she held on to Xander's leg, in complete terror.

As Xander scanned through the sea of the dead, an unusually large demon was standing exactly in the middle of it and it caught his eye. It was between seven and eight feet tall wearing an all black trench coat, had impossibly broad shoulders and it's arms were longer than they should have been. But it's similarities to a human ended there.

It's face or lack there of, looked like something from a true horror movie like leatherface. It's eye's or slit's that Xander could see looked to be stapled over and his skin color looked like the scab that a person would peel off of a sore. But what was most standoutish about the creature was it's mouth. The lower half of it's face was giant square of white teeth, set in a lipless mouth against dark red gums. What Xander didn't know was that he was looking at Umbrella's newest creation. He was looking at Nemesis.

"Ssstaarrss..." it clearly said in a nearly earth shaking voice, that sounded more like an animal's growl. That one word made Xander take a look at his belt buckle on his gun holster and the insignia of the S.T.A.R.S. was clearly written across it.

"Merciful Zeus." Xander said lowly as he took a step back. And that was one of the last things, Xander got to say as Nemesis picked up his huge rocket launcher and opened fire.

TBC...

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