A/N: sorry it took me longer to update this one. i was kind of waiting on netflix but anway this sort of turned into an au of the buffy ep, bring on the night, but it was an important one anyways. oh yeah and i added a few more scenes to the chapter 2 so you might want to go back and reread that one.

The doorbell to the Summers' home rang. Max got up and answered it. "Giles?"

"Max, what are you doing here?" Giles asked.

"Buffy called me."

"Oh is she here?"

"Yeah in the living room." Max said. She stepped aside so he could enter. Giles stepped through the door followed by three girls that looked about Dawn's age.

Everyone sat in the living room listening to Giles' explanation. Dawn stood, arms crossed, inspecting the potentials.

"So they're all slayers?" Max asked from her place on the arm of a chair.

"Potential slayers. Waiting for one to be called. There were many more like them all over the world, but, um, now there's just a handful, and they're all on their way to Sunnydale." Giles explained.

"The others were murdered." Buffy said.

"In cold blood. As well as their watchers. We always feared this day would come, when there'd be an attack against not just an individual slayer, but against the whole line."

"The First. That's what it wants." Max said.

"Yes, to erase all the slayers in training and their watchers along with their methods." Giles said.

"And then Faith, and then me. And with all the potentials gone and no way of making another, it's the end. No more slayer. Ever." Buffy said.

"But we haven't found any information on The First. No documentation..." Willow said.

"That's because it predates any written history, and it rarely shows its true face. The only record I know was in the Council Library." Giles said.

"What about the Council? What do they have to say about this?" Anya asked.

"Gone." Giles answers. He looks at Buffy, who just stares back in shock.

"What?" Willow asked.

"Obliterated. They were in session, and, uh, there was an explosion." Giles said.

"That means all the Council's records are destroyed?" Max asked.

Giles looks over at the potentials. "Annabelle." Giles said. She unzipped her backpack, took out two books and a stack of files, and put them on the coffee table. "That's what's left." Giles added. Buffy, Max, and Willow each took either a book or a file. "The mystic secrets of the Watchers. And whatever I could find on The First. When I learned what was happening, I...I, um, I stole them." Giles finished.

"And you blew the Council up! See, this is what happens when you're all stuffy and repressed. You overreact." Anya said.

"Anya shut up." Max said.

"What?" Anya asked confused.

Max just sighed and rolled her eyes. "Not...I didn't. It must've been an agent of The First, after my little burglary session. The knowledge contained in these files had to be protected, and there wasn't time for...for bureaucracy or debate. The Council knows no other way." Giles explained.

"It's ok Giles. Anya just needs to learn to think before she speaks." Max said. Anya glared at her but Max just ignored her.

Andrew, still tied to a chair, said, "Yeah and it cost them their lives."

Max turned around. "Andrew shut up before I make you." Max said in a not so friendly tone.

"Ok go on." Andrew said.

Buffy looked at Xander. "Can we gag him now?" Buffy asked. Xander got up and duct taped Andrew's mouth so he couldn't talk. "But what do these records say about The First?" Buffy asked Giles.

"Uh, very little. It can change form. Uh, it only appears in the form of someone who's passed away. Also it's not corporeal. It can't touch or fight on it's own. It only works through those it manipulates. And it's followers, the Bringers." Giles explained.

"Those freaks in the black robes." Kennedy said.

"Yeah, with the hoodies and the crazy alphabet eyes. I never saw em, I just heard..." Molly said in a British accent.

"Shh! Molly, Mr. Giles doesn't need us prattling on." Annabelle said.

Giles sat on the arm of the couch. "The First is unlike anything we've faced before. I mean, there's evil and then there's the thing that created evil, the source." Giles said.

Wow when Buffy said it was the essence of evil she wasn't kidding. Max thought.

"It has eternities to act, endless resources." Giles said standing up. "How to defeat it, I...I, honestly I don't know. But we have to find a way. If the slayer line is eliminated, then the hellmouth has no guardian. The balance is destroyed." Giles added. He walked up and stood in front of Buffy. "I'm afraid it falls to you, Buffy. Sorry. I mean, we'll do what we can, but you're the only one who has the strength to protect these girls, the world, against what's coming." Giles said. He turned and looked at Max. "I'm not even sure you're strong enough Max." Giles said. Max nodded.

Kennedy walked to the center of the room. "That's it? That's the plan? I don't see how one person, even a slayer, could protect us. I saw what those bringer guys can do. They tore apart my watcher." Kennedy said.

"Hey I don't know you but we fought the Bringers last night and we're all still alive." Max said.

Kennedy just ignored her.

"Of course we'll use all our resources." Giles said.

"And if this thing is the root of all evil, isn't the hellmouth it's number one vacation spot? I mean, don't you think we should be hiding our asses on the other side of the globe?" Kennedy said.

"Kennedy!" Annabelle said trying to shut her up.

"No, she's not wrong. We need more muscle. That's why we need to find Spike." Buffy said.

"Yeah, he'll help. You know, if he's not crazy or off killing people or dead. Or, you know, all of the above." Anya said.

Max ignored her. "I can call Alec. He's just as strong as I am." Max offered.

"We'll see." Buffy said. Max nodded.

That night, Buffy and Giles walked down the street. "This place you originally saw The First...you say it was a Christmas tree lot?" Giles asked.

"Under it. There was a hidden cavern. Just happened to be under a tree lot. The Bringers where doing some kind of ritual." Buffy said. She looked at Giles. "Giles, this is bad, isn't it? A new kind of bad." Buffy asked.

"Just in time for Christmas."

Buffy sighed and looked around. "You know, I didn't even realize it was December. Maybe when we get home, we should decorate the rubble." Buffy said. She looked over at Giles again. "Think you'll ever show up for a real visit? The kind where the world isn't about to end." Buffy asked.

"If we survive this, I promise."

"Good. Cause I miss you."

"I miss you too." Giles said.

Andrew's still tied to the chair in Buffy's living room. "So, how long have you followed Buffy?" Andrew asked Xander.

"I don't follow her. She's my best friend." Xander said.

"Huh. She seems like a good leader. Her hair's shiny. Does she make you stab things?" Andrew asked. Xander just rolled his eyes. "What about that other girl, you know the one that threatened to beat me up if I didn't shut up? Who's she?" Andrew asked.

This time Xander answered him. "Oh her, that's Max. She's a friend too. But I wouldn't piss her off." Xander said.

Willow, who just finished make the couch into a bed, grabbed the sheets off the table, and said to Kennedy, "Ok, so Annabelle can sleep down here, uh, Molly can sleep in Dawn's room..." Willow and Kennedy started walking towards the stairs.

"Not if Dawn actually wants to sleep. Molly'll talk her ear off." Kennedy said.

"Ok, then Molly down here, you with Dawn, and Annabelle in my room." Willow said.

"Bad idea. Annabelle snores." Kennedy informed her.

Willow handed her the sheets. "You wanna do the sleep arrangements?"

"Ok." Kennedy said starting up the stairs. She stopped and turned to look at Willow. "You, uh, better not hog the covers." Kennedy said smiling then turned and headed up stairs.

Did she just try and hit on me? Willow thought to herself.

Dawn walked up to Willow. "Does she wanna eat?" Dawn asked a bewildered Willow.

"What? Huh? Oh, she...oh, she's new." Willow said still clearly distracted. She glanced up the stairs once more then followed Dawn to the kitchen.

"Well, Annabelle, Molly, and Max are starved and I totally burnt the mac and cheese. Oh, um, I'll put hot sauce on it, tell em it's an American thing, say it's blackened." Dawn said. The two walked into the kitchen.

Anya scraped the pan of mac and cheese into the garbage. "Actually, it's not blackened so much as ruined." Anya said.

"Or we could order pizza?" Willow suggested.

Annabelle was sitting at the island with Max. "As long as it's plain. I'm veggie." Annabelle said.

Molly was going through the cabinets. She found a box of cereal and opened it. "Cracked, you mean." Molly said.

"Just because you'll eat any kind of trash." Annabelle said.

"Brill!" Molly said. Then she found a box of cookies on the counter. "Biscuits! You don't mind, do you? I just got a cause of the nerves after Mr. Giles' lecture." Molly said.

Dawn took the box of cookies from Molly then opened it. "Knock yourself out. I feel a cookie problem coming on myself." Dawn said.

"Ooh give me some of those." Max said reaching for a box.

Ames walked up behind Max. "Max? Cookies?" Ames said.

Max looked up at him. "Yes. Your father did something right. He gave me a high metabolism so I can eat whatever I want and I don't have to worry about gaining a pound." Max replied.

Molly and Annabelle gave each other confused looks. "She's a transgenic." Willow said.

"What's that?" Molly asked.

"I'm a genetically engineered soldier. I was built in a lab by his..." Max motioned with her head toward Ames. "Crazy father. I'm about as strong if not strong than Buffy." Max explained.

"Oh." Molly said and went back to eating cookies.

Buffy and Giles walked into the empty Christmas tree lot. Lights were strung, but no trees where there. They looked around. "So the entrance to the cave was above ground here?" Giles asked.

"Yeah, I'm pretty sure it was around her somewhere." Buffy said.

"Well, we'll just keep..." Giles trailed off when he heard the crunch of breaking wood.

"Aah! Found It!" Buffy called.

Giles looks down the hole. "Good lord, are you already?" Giles asked.

"Peachy." Buffy said standing up. "Except my knee's bent backwards now. Giles, stay up there. I'm gonna check it out." Buffy said. She walked further into the cave.

"Right." Giles said more so to himself.

Buffy walked through the cave. Something moved behind her. Buffy sensed it and turned to look but it was gone. When she turned back, the ubervamp hissed in her face. Buffy's startled and the ubervamp takes the opportunity to punch her. Buffy goes flying across the room, hitting the cave wall, and falling down to the ground. He punches and kicks her with so much force that most of her blocks are ineffective.

Buffy stumbles forward into the other room and the ubervamp follows her. She ducks when he jumps causing him to just jump over here instead of kicking her from behind. Buffy sends a high kick in his direction but the ubervamp dodges it. She does another high kick, which connects with his head, causing the ubervamp the stumble backwards. Buffy grabs onto a stalagmite, uses it to swing around, kicking him in the head, sending him backward again. She throws another kick at him which he blocked. They each threw punches that were blocked. Buffy kicks at him again but he ducks. The ubervamp lunged at her but Buffy jumps backwards out of the way. He lunged at her again and again she dodged it. He threw a punch that Buffy dodged, swung around and threw another one that connects with Buffy's head sending her rolling into the next room.

Buffy immediately gets to her feet. She stabs him in the heart with her stake. He looks at the stake, growls, looks at Buffy, then pulls the stake out. Buffy just stares in shock. The ubervamp punches Buffy and comes after her with her own stake. Buffy dodges his attacks. He punches her in the stomach and throws her against the wall. She throws a punch at him, but he catches her fist in his hand and squeezes until it makes crunching sounds, then he twists her arm. He pulls her body by her arm, slamming her into a stalagmite, before finally grabbing her throat, squeezing, and lifting her off the ground. Buffy winces and looks around desperately until she finds a stalactite. She breaks it off of the cave ceiling and bashes it into the ubervamp's head. He drops her and falls to the ground.

While he's recovering, Buffy makes a run for it. She climbs the cave wall, up towards the hole she'd fallen through. She's almost made it, her hands on the ground of the lot, when the ubervamp grabs her heel. Buffy struggles against him, trying to get out, but he pulls her back in. Buffy kicks him in the head and barely makes it out before the ubervamp comes after her again. She looks up at Giles, who's back is lit by the sunrise. The ubervamp starts to crawl out of the hole but sees the sunlight and retreats back into the cave.

Buffy and Giles walk through the backdoor of the Summers' home, into the kitchen, and find Max and the potentials already up and eating breakfast. Buffy looked at them.

"Sorry about the British invasion." Kennedy said eating her bowl of cereal.

"We've been up for hours." Molly said spreading jelly on her piece of toast.

"4pm London time." Annabelle said.

"And you know I don't sleep." Max said drinking her cup of coffee.

"Oh right shark DNA." Buffy said.

"Yep." Max said.

Then Kennedy noticed the cuts and bruises on Buffy's face. "Are you alright? You look..." Kennedy said.

Buffy closed the door. "Oh. Yeah, I'm ok. I just got into a fight that's all." Buffy said. She turned to Giles. "You wanna tell me with what?" Buffy asked taking off her jacket.

"Yes, Buffy, but don't you think we should discuss this privately." Giles said.

"You mean, not in front of the next generation? No time to coddle them, Giles." Buffy said. She turned back to the rest of the group. "Welcome to the war room, guys." Buffy said.

Annabelle took out a notebook so she could take notes.

"Uh, what you fought was a vampire, but it was, um, something more than that. It was a Turok-Han. As Neanderthals are to humans, the Turok-Han are to vampires. Primordial, ferociously powerful killing machines, as single-minded as animals. They're the vampires that vampires fear. An ancient and entirely different race and, until this morning, I thought they were a myth." Giles explained.

"So, The First shows up, and now this? You think it's a coincidence?" Buffy asked.

"I think it's more likely that the Turok-Han is here as an agent to The First." Giles said.

"Um, did you slay it?" Annabelle asked.

"No, it's still out there, somewhere." Buffy said.

"What's it want?" Molly asked.

"All of us dead. But for now it looks like the sunlight's keeping this ubervamp away." Buffy said.

"Until sunset. I suggest you get some rest. A few hours sleep will do you a world of difference." Giles said.

"No sleep today. Can't." Buffy said.

"Come on, Buffy. You're exhausted. I can take care of these guys." Max said.

"Ah, it comes with the gig. Somehow I don't think taking on prehistoric evil comes with nap time. Sorry guys. I know you came a long way, and you wanna get into it, but the best thing you can do right now is just sit tight, and wait it out. I'm gonna go to work, see what I can find out. I'll be back before sunset." Buffy said.

Later that day, Everyone, save for Buffy, were in the living room. Max, Willow, and Dawn were going through the weapons chest, the potentials sat on the couch, Xander finished boarding up the window, and Ames sat in the chair.

Giles paced the room. "The day's almost over. And the sun will go down in..." Giles said looking at his watch. "17 minutes." Giles finished.

"Hey, junior slayers, don't look so worried. I mean, sure we don't know where Spike is, or how to fight The First, or if and when the super style vampire is gonna attack us all. However, house..." Xander said tapping the boarded up window with his hammer. "Boarded up. Now all we have to do is trap this ubervamp in a pantry, and it's game over." Xander finished.

Willow walked up to Buffy, who'd just come in. She looked at Xander. "Xander, newbies. Let's ease them into the whole 'jokes in the face of death' thing." Willow said.

"Yeah Xander. Don't scare em." Max said sitting down on the arm of the chair Ames was sitting in. She held a crossbow in her hand. Sure she hated guns but she was pretty mean with a crossbow.

"Who's joking? That pantry thing could work." Xander said. Buffy, Willow, and Max just looked at him. "Are you saying M Night Shamalayan lied to us?" Xander asked.

Buffy looked at the potentials. "You'll be ok."

Willow stood by Buffy, holding a mace. "Ok, or even better. It's like our guarantee." Willow said to the potentials. "Um, Buffy, I just, I want you to know that I'm really sorry for letting you down. You know, with the whole magic thing going all aah and me going all eeee and everything getting all rrrr. I wish I could help." Willow said to Buffy.

"No one expects you to make everything right." Buffy said.

"So, I can't do everything, but I should at least be able to do something. I have so much power, but when I try to use it..." Willow said.

"Don't, ok?" Buffy said.

"Ok. But, you need help, Buffy. I know you, and I know you'll never admit it, but you need help." Willow said.

Buffy shrugged. "I'll be ok. Ok, or better. It's like my guarantee. Besides we've got Max to help." Buffy said.

Kennedy stood up and walked over to Willow and Buffy. "Hey, are we gonna get weapons? Trained fighters? Patton's coming? I've heard of worse ideas." Kennedy asked.

"We'll be armed when the slayer thinks we're ready." Annabelle said.

"I feel ready." Molly said.

"You're frightened. You must control your fear." Annabelle said to Molly.

Kennedy turns to Annabelle. "You know what will help with that?" Kennedy said then turns to Buffy. "Weapons."

"Uh, I don't know about that." Buffy said.

"We're sitting ducks without them." Kennedy said.

"We're with the slayer. Safe as houses." Annabelle said.

"Do you see the house we're in?" Kennedy said to Annabelle.

"It'll come straight for us, won't it?" Annabelle asked ignoring Kennedy.

"We should load them up, Giles." Buffy said to Giles.

Xander walked into the dining room, where Andrew was still tied to the chair. "Listen to me, man, I've got a bad feeling about this." Andrew said.

"Of course you've got a bad feeling, dude. You're...you're tied to a chair." Xander said.

"No. Yeah but above and beyond that. I'm telling you that my spider-sense is tingling. This is gonna get hairy. I'm talking weird with a beard. Better untie me." Andrew said.

Max got up and walked over to Andrew. "And why should we do that?" Max said giving him her meanest face.

Andrew cringed. "Please don't hit me."

Max rolled her eyes. "I'm not gonna hit this time." Max said.

"And how exactly is untying you going to help us?" Buffy asked walking up the them.

"Ok, I know what you're thinking. Andrew, bad guy. You think I'm a super-villain like Dr. Doom or Apocalypse or...or The Riddler." Andrew said.

"Enough with the comic book references already. I mean I know you're a comic book geek but please." Max said but Andrew just ignored her.

"But I admit I went over to the dark side, just to pick up a few things, and now I'm back. I've learned. I'm good again." Andrew said.

"And when were you good before?" Buffy asked. She, Xander, and Max walked out of the room.

Buffy looked out her bedroom window. She turned when Giles entered the room. "How are we on time?" Buffy asked.

"Sunset should be any minute now. Done everything we can. And don't worry, everyone here understands you're calling the shots." Giles said.

"I just hope I'm calling the right ones." Buffy said.

"You have all my faith." Giles said.

"I have faith in you too Buffy." Max said entering the room and taking a seat on the edge of the bed.

"Thanks Max." Buffy said smiling at her.

"And they're depending on you Buffy." Giles said.

Buffy looked at him. "Giles, not exactly what I needed to hear right now." Buffy said.

Molly enters the room. "Guys?" Molly said interrupting them. They all turn and look at her. "Annabelle split." Molly said.

"I'll come with you." Max said getting up from the bed.

"No you should stay here just in case." Buffy said.

"Ok just be careful." Max said.

"Don't worry I will." Buffy said then left the room.

Buffy found her way into an industrial complex. She walks past some dumpsters and finds Annabelle's lifeless body lying on the ground.

The ubervamp comes up behind her and punches her, knocking Buffy to the ground. Buffy looks at him, he growls, and she gets into a fighting stance. She kicks at him but he ducks, she punches at him and he blocks it. The ubervamp punches Buffy in the face, then in the stomach, and she falls face first to the ground. He picks her up and tries to choke her, but she spits blood in his face distracting him. He drops her and Buffy runs into a nearby factory. The ubervamp heads into the factory looking for Buffy. Buffy surprises him by coming up behind and smacking him in the head with a large metal pipe, but doesn't even knock him down. They fight, throwing kicks and punches at each other. The ubervamp manages to get the pipe away from Buffy and just throws it on the ground. He throws a few more punches before he punches her so hard in the stomach that she goes flying across the room. He runs at her. Buffy looks around and finds a pulley hoisting a pallet of metal beams. Buffy kicks the control lever for the pulley, sending the beams crashing on top of the ubervamp as he comes towards her. She gets up and runs further into the factory. She stops when she hears the pipes moving. She turns and sees the ubervamp rising from them. In no time, he catches up to Buffy, grabs her from behind and throws her into a concrete wall. Buffy steps back, as the ubervamp crawls up the wall to gain momentum, then kicks her in the face knocking her to the ground. Then he kicks her in the head again before grabbing her arm and throwing her through a concrete brick wall. The wall crumbles down on top of her and the roof caves in.

"Buffy!" Xander called. He lifts off the metal roof. "Oh, God almighty."

Buffy's up stairs listening to what's being said downstairs. "What do we do if she can't fight, if she can't beat this thing?" Willow asked.

"We're back at square one." Giles said.

"What square would that be, exactly?" Xander asked.

"I'm not sure. The First predates everything we've ever known, or can know. It's everywhere. It's pure. I don't know if we can fight it." Giles said.

Buffy comes down the stairs, enters the room. "You're right." Buffy said and everyone looked at her."We don't know how to fight it. We don't know when it'll come. We can't run, can't hide, can't pretend it's not the end, cause it is. Something's always been there to try and destroy the world. We've beaten them back, but we're not dealing with them anymore. We're dealing with the reason they exist. Evil. The strongest. The First." Buffy said.

"Buffy, um, I...I know you're tired." Giles said.

"I'm beyond tired. I'm beyond scared. I'm standing on the mouth of hell, and it's gonna swallow me whole. And it'll choke on me. We're not ready? They're not ready. They think we're gonna wait for the end to come, like we always do. I'm done waiting. They want an apocalypse? Oh, we'll give em one. Anyone else who wants to run, do it now. Cause we just became an army. We just declared war. From now on, we won't just face our worst fears, we will seek them out. We will find them, and cut out their hearts one by one, until The First shows itself for what it really is. And I'll kill it myself. There is only one thing on this earth more powerful than evil, and that's us. Any questions?" Buffy said.

A/N: i know really long but that's good right? anyway i still need to know if you guys want Willow and Kennedy together or not. Cause if I don't get any response I'll probably just not do it. I know Ames wasn't in this one that much but he'll be in the next chapter, promise. Anyway did you like it? let me know.