A/N: *Please do not distribute or post this story anywhere without my permission.* Thanks to cookiesarefood for her betaing skills.

Omega Rising

"We gotta move," I say, pulling the shattered Buffy to her feet. She wipes her face and I see the determination of the slayer in her eyes.

Chapter 11: Rites

"How's the patient doing?" I peer into the large tent Angel is laid up in.

Sitting in her folding, nylon chair, it looks more like Simone is tailgating than nursing a vampire back to health, but she answers with confidence, "Much better."

She waves me in, and I duck inside. "Yeah?"

"Yeah," she smiles warmly. "It's amazing how fast he's healing… and Buffy and Spike, too." She flushes. "Well, I guess it's not amazing to you. I'm kind of new to the whole 'vampires are real' thing."

I peer down at Angel. He's bare-chested and bandaged pretty much everywhere. But there's an empty mug with blood residue beside him, and the majority of the missing skin on his face has grown back. So he seems to be doing pretty good, considering. "And Spike?"

Simone flashes me a mischievous grin. "Currently locked in a really bitter game of Jacks with my daughter."

I look back out of the tent to see the blonde vamp sprawled on the ground, scowling at the grinning Jennie. "Dude's got supernatural reflexes. That's just sad."

"Shut it, slayer," Spike growls just loud enough for me to hear, and I smile as I take a seat in the tent.

"How about Buffy?" Simone asks, and the smile fades from my face.

XXXXX

"We don't have to do this right now," I remind Buffy for the third time. "At least get your arm cleaned up first."

"I told you," Buffy snaps back, "I'm fine. I'm not going to let them walk around like that." She glances around the alley behind Maple Court until she spots her discarded crossbow. "If you don't want to help me, you can stay here."

Buffy stomps down the alley, and I pick up the sword I dropped earlier. Jogging after her, I call, "I didn't say that; you know I want to help you."

Buffy softens, waiting for me to fall into step beside her. "Then help me. I need to do this now, okay?" Her eyes are red rimmed but determined.

I can't say no to her. "Yeah. Okay."

She follows the trail of fresh blood up the alley and around the corner. We find Xander first, shuffling past the Doublemeat Palace with a dazed look on his face.

"Even as a zombie, he loves this place," Buffy tries to joke, but only ends up sniffling. Blood has stained his white shirt, and his skin's got the trademark blueish tint. Otherwise, he's pretty well preserved. Buffy sucks in a deep breath and brings her crossbow up to chest level. She hesitates a moment, and her deceased friend turns our way, looking at us with great interest.

His mouth opens, and I almost expect to hear Xander's joking tone, calling our names and letting us know he's okay. But all that comes out is the hungry moan of a dead man. Buffy fires the bolt, and it hits its target, striking Xander in the center of his forehead. He crumples to the ground, and B slowly lowers the crossbow to her side. We walk toward his body. When Buffy sinks to her knees and puts her hand gently on his unmoving chest, I turn my back to give her some privacy. I'll keep watch.

Her quiet crying brings a lump to my throat. I know how she's feeling. It wasn't that long ago I was watching someone I loved get killed right in front of me. Zombies, crazy vampires with grudges… the method doesn't matter. It rips your heart out all the same.

"I'm ready," Buffy tells me, the steel back in her voice, and we set off down the street. I'm dead on my feet starting out, and after a few hours pass without spotting Giles, I'm ready to throw in the towel. The sun's going down, bathing the streets in an orange glow.

It creeps me out. Aside from the wrecked cars, it's a beautiful fall night in Sunnydale. Fallen leaves litter the street without anyone to rake them up. A cool wind ruffles our hair. But then there are the Omega, their pale, disfigured forms stepping from the shadows. No matter how idyllic it may look on the surface, there's something deeply wrong in this town. In the whole world, probably. And Buffy and I are in no condition to be out here right now.

"We're gonna have to head back, B."

"Just a little while longer," she insists.

"I'm wiped. You've lost who knows how much blood, and you just lost your friends. You're in no condition to be out here."

"You don't think I know that?" She whispers harshly.

I hold up my hands non-threateningly. "I'm just trying to get us both back alive."

Buffy sighs, raking her hands across her pale face. "Yeah, I know."

I can sense her indecision, so I offer, "We can look again tomorrow, okay? I promise."

She nods in defeat, letting her shoulders slump. We turn back in the direction of camp, and I chance putting my arm around her. Surprisingly, she leans into my hold, letting me support a bit of her weight.

As the suns slips below the horizon, we turn into the alley behind Maple Court and almost walk straight into Giles.

We both recoil, bringing our weapons up and ready. Buffy's dead watcher blinks at us, still wearing his glasses. His head tilts to the side, exposing his gaping neck wound. I glance at Buffy. Tears run down her face as she fingers the trigger on her crossbow. "I'm sorry," she mumbles, "I'm so sorry, Giles."

Zombie Giles bears his teeth, as if in reaction to her words, and a little drool slips down his chin. He steps forward, and Buffy takes a corresponding step back. I move aside. I'm not going to tell her to shoot him until she's ready.

"I should have protected you," Buffy tells him sadly.

His arms come up, reaching out for her.

"I'm sorry," she whispers again, followed by a barely audible, "goodbye." The bolt soars from her crossbow. Giles wavers on his feet for a moment before his body falls to the ground, unmoving.

Buffy's crossbow clatters when it hits the cement. She slumps down next to Giles's body, pulling his head into her lap. Her fingers smooth his hair back as her silent tears roll down her cheeks. "I can't," she tries to say before her voice breaks. "I can't leave him out here."

"Okay," I think for a moment. "I'll get something. Be right back."

I hammer my palm against the door to our shop, and after a moment, Gunn peers cautiously out. "Faith!" He exclaims incredulously. "You're alive!"

"Yeah," I shoulder my way inside. "Me and B both."

Gunn closes the door, following after me as I move into the store. "But… I saw her get bitten."

"She's not infected. Slayer constitution."

"How can you be sure?" His voice is skeptical.

I head straight for Giles's cot. I take his sleeping bag and pillow, as well as a book lying next to his bed. "Because I was bitten," I respond.

Without waiting for a response, I make my way to the tent where Spike was laid up earlier. I find Tara inside. "Faith!" She gasps, jumping up. Her gaze falls on the supplies in my arms.

"B's outside," I explain. "We've got Giles."

Tara follows me from the tent, through the storeroom. Gunn looks like he's got about a million questions, but he just opens the door for us. "Knock when you're ready to come in," he says.

I nod my thanks and snag a tarp off the shelf above the desk. The door closes behind Tara and me, and Buffy looks up, tears still shining on her face. Tara kneels beside Buffy, crying too. I give them their space, spreading first the tarp and then Giles's bedding out. After a few moments, Buffy sniffles and says, "I'm ready."

Together we gently lift Giles, laying him down on his blanket. Tara folds his hands over his stomach, placing his book between them. Removing his glasses, Buffy carefully folds them and slides them in his pocket. Stifling a sob, she zips the sleeping bag around his feet and up the side of his body until only his face shows.

"There's a bookstore down the block a little bit." I tell them. "I thought… since G loved his books…"

"Thank you," Buffy agrees.

We tuck the tarp around his sleeping bag and lift his body once more. Tara holds Buffy's crossbow and walks ahead of us. The alleyway is thankfully free of zombies. When we reach the entrance for Book Stew!, we gently put Giles down. I go in first, doing a quick sweep and taking out the undead clerk I find inside.

"It's clear," I tell the others, and we bring Giles inside. We carry him into the main shop, and Buffy chooses a plush sofa near the back. She lays a light hand on the tarp, closing her eyes for a moment. Tara and I bow our heads respectfully.

"It's time to do what we should have done yesterday," Buffy's voice is stronger now.

I look up to meet her eyes.

"We're getting the hell out of Sunnydale."

XXXXX

"She's doing okay, considering," I respond to Simone. "Tara talked her into lying down for a bit." I gesture to the extra cot in the tent. "You should try to get some shut eye, too. We're gonna head out before dawn."

"I will," she promises. "Can you send Jennie in? Tell her it's bed time."

"Sure," I agree, ducking out of the tent. "Hey, kid, your mom wants ya."

Jennie hops up obediently, leaving Spike to clean up their game.

I tilt my chin in greeting. "How's the neck?"

"Good as new," he boasts.

"Good. Could use your help getting things loaded on the bus."

Rolling his eyes, the vampire gets to his feet. "Even a near mortal injury doesn't get me out of packing duty?"

"Nope," I smile. "You want a seat, you get packing."

Spike huffs, making his way to the storeroom to help Gunn and Mr. Noble organize supplies. We've all agreed it's best to get out of Sunnydale as soon as possible. With the loss of both cops, Giles, and Xander, nobody has the heart to keep fighting it out here. We're gonna tuck tail and run back to LA, hoping for better conditions down there. I strain my ears for a moment, listening to any sound from Buffy's area, but everything is silent. Telling myself to give her space, I follow Spike to the storeroom.

XXXXX

"Man," I smile at Angel, "Wait'll I tell Cordelia she was right about this whole Sunnydale thing."

He gives me a weak glare as Gunn and I help get him settled into the makeshift bed we've arranged. "Don't you dare," he warns.

"But we have so few pleasures left in life," Gunn tells him.

"You're fired," Angel responds. "Did I mention you're both fired?"

"Good thing we don't work for you," Gunn laughs. Angel's a little out of it from the pain meds Simone pumped into him. She wasn't sure of the dosage she'd need for a vamp, so she kind of guesstimated. I guess it was a little on the heavy side.

I check the blankets we've hung over all the windows in the back. Everything looks tight, so I hustle back off the bus to see what's left to load. Simone settles Jennie in the back near Angel, tucking her still sleeping daughter in carefully. In the storeroom, Tara and Buffy are taking one last glance around. "I can't believe this is it," Buffy says.

Tara gives her hand a squeeze and heads toward the bus.

I take her space beside B. "We're gonna be safer getting outta here," I remind her.

"I know," she nods. "I guess I just never thought I'd be leaving Sunnydale." She glances at me. "Not like this."

I know she's thinking of her mom and her friends. I don't know what to say, so I lay my hand lightly on her shoulder.

She gives me a shaky smile. "I'm okay."

"I know ya are." I squeeze her shoulder before letting go. "You ready to head out?"

"Yeah, I think we've got everything." She glances around the room just to be sure. "Is that… porn?"

I shake my head in disappointment. "Meyer, what a perv."

Spike sails by, carrying his bedroll, and snags the magazine from the desk. "No sense in leaving it behind," he says defensively.

Buffy wrinkles her nose, and we follow Spike from the store.

Mr. Noble sits in the driver's seat of the bus. "I volunteer for Meals on Wheels," he tells us proudly. "I can drive something this size, no problem."

I'm not gonna protest; I've seen B drive. I take a seat, and Buffy surprises me by sliding in right beside me. We sit together in silence, watching the sun come up as our bus rolls slowly out of town.

XXXXX

We drive down the clogged freeway, taking the same way back that Angel, Gunn, and I took here. I watch the Motor Inn disappear in the rearview without a trace of regret, but I know Buffy's silence isn't nearly as peaceful. She's lost her family and her home. I didn't have anything to lose in the first place.

In a sick way, my life has actually improved since the apocalypse. I've got my freedom. I'm sitting next to Buffy, and she's seemingly not revolted by that fact. You can tell which one of us is the good slayer, just by my thought process. As far as I know, the total population of the world is either dead or avoiding becoming snack food for their neighbors, and still the only thing that matters to me is Buffy. I just want her to look at me. Just one look and all of this would be worth it. I'd let the whole world burn to ashes if it meant she was mine. My shrink would have a field day with this.

Suddenly, Buffy's arm smashes into mine. I reach out to steady her as Gunn shoves by, making his way to the front of the bus.

"Yo," I growl, "wanna watch where you're going?"

He waves me off, now leaning over Mr. Noble to peer out the windshield.

"What is it?" Buffy asks, moving to stand behind them.

"That car," he points at the small blue car driving toward us. "That's Cordelia's car!"

"What?" Buffy strains to see into the approaching car. Gunn's already telling Mr. Noble to stop. When Buffy nods, the old man does so. He opens the bus door, and Gunn jumps out, with B and me on his heels. The car gets closer and I see it's Wesley behind the wheel. Cordelia sits on the passenger side, and she leaps from the car almost before he gets it to a complete stop.

She runs to us, throwing her arms around Gunn who hugs back just as hard. Wesley's reaching into the backseat for something, but Cordelia commands our attention. "Where's Angel?"

Buffy winces, and we exchange glances.

"What?" Cordelia demands. "Where is he? Did something happen?"

"He got hurt," Buffy says gently. "But he's going to be okay."

Cordelia shoves past us and gets on the bus.

"Who's that?" Buffy asks.

Looking back at Wesley, I see he's not alone. Kim's walking with him, grinning from ear to ear.

"That's Kim," I say completely unhelpfully. I don't miss the amused glance Gunn gives me before he heads for the bus.

Wesley greets Buffy first while Kim throws her arms around me. "Faith," she says into my neck, obviously choked up. "You're okay!"

"I'm okay," I agree, squeezing her back tightly.

"I'm afraid Cordelia was telling her some horror stories about Sunnydale," Wesley chuckles, holding out his hand to me. "She was convinced you'd be dead when we got there."

Releasing Kim, I take his hand and give it a firm squeeze.

"Hi," Kim greets Buffy enthusiastically, "I'm Kim, Faith's friend."

Buffy's looking like she knows I've never had a friend in my life, but she takes Kim's hand anyway. "I'm Buffy," she says, "also Faith's friend."

My breath gets stuck in my throat and I snort, quickly dissolving into coughs. My friend? Is she serious? Buffy slaps me on the back helpfully. I manage to get control of myself. Ignoring the weird looks the others are giving me, I ask, "How are things back at the hotel?"

Wesley and Kim lose their smiles immediately. "There was an incident," Wesley says delicately.

"The dead?" I ask, thinking of all the people I met at Angel's.

"No," Kim replies. "Ernesto… he was the tall guy you met? He had kind of a breakdown…"

I see where she's going with this, and I'm horrified. We've all got enough problems now without humans turning on each other. "How many?"

"Almost everyone," Wesley says with an undercurrent of anger in his voice. "Four of us survived."

"Three now," Kim adds, her eyes shining slightly.

I'm almost speechless. "Jesus," I whisper. I thought I was doing the right thing by leaving Kim in LA, but obviously I was wrong about that. I find my arm reaching out to pull her against my side. "I shoulda been there."

"I'm okay," Kim says firmly, but she leans against me. "You're here now."

From the corner of my eye, I notice B looking at us pretty closely. Trying to get the conversation back on track, I ask, "So you decided to come down here and find us?"

"No, that isn't why we came." Wesley's worried gaze meets mine. "Cordelia had a vision."

XXXXX

I know some of you were hoping Xander or Giles was going to be saved, so I hope you're not too sad now. Next chapter will be a little more upbeat. As upbeat as you can be with hordes of undead trying to eat you anyway. Guesses about Cordelia's vision? :) Please let me know what you thought!