(A/N: Was the suspense killing you? So sorry, but I have the next chapter. Let's see what's become of our Hellsing friends.)

Disclaimer: I own nothing.

Chapter 2: Hellsing's Fallen

"Sir Integra… Walter…" Seras whispered.

Alucard walked up beside her. "Do not panic. Walter is not so easily taken down, and he would die for our master."

A small spark of hope filled Seras. Yes, Walter wasn't one to be killed like the normal guards of Hellsing. The Angel of Death, as he was known as, was truly a force to be reckoned with. Seras had seen for herself what he could do when he got serious.

Alucard stepped forward, heading right into the inferno Hellsing had become. Seras panicked at first, afraid for her master's safety. "Master, wait!"

But he stepped fearlessly into the flames. They parted for him, providing a clear path. Seras knew that it wasn't so much for him as it was for her. Fire couldn't hurt her master. He would recover from any injury. And whatever pain he received he seemed to enjoy. Making Seras think, not for the first time, that her master was masochistic.

Gulping, Seras lifted her Harkonnen and charged in after the ancient vampire. He was lost among the flames and debris. Seras coughed as the smoke filled her lungs, even though she didn't need to breathe, but old habits die hard. Burnt carcasses of human and ghoul alike littered the floor. Seras cringed away from them and went further into the wreckage.

'What the hell am I doing, coming in her?' she wondered. She wasn't like Alucard. True, being his fledgling made her different from other vampires, but she was still somewhat vulnerable to death. 'He would have told me to wait outside if there was anything I couldn't handle.'

Feeling more determine, Seras took a deep breath, trying not to cough, and puffed out her chest. "Come on, you're stronger than this." she told herself. "Find survivors, kill any ghouls you come across, and get out."

One of the walls collapsed, startling Seras, as three ghouls stumbled into the room. Their eyes glowed with purple light as their sharp teeth opened as they growled at her.

Seras stepped back in disgust as the ghouls approached. Based upon their clothes, it looked as if they had been Hellsing agents that had been Turned after death. There was nothing that could be done to help them. Their souls had already fled the body, leaving behind an animated corpse with a hunger for human flesh.

Lifting the cannon with ease, Seras fired the large weapon. The ghouls were blown to pieces as the bullet hit with such force that it tore them apart.

Sears was showered in blood and the Thirst immediately settled in. Her mouth watered as her heart rate increased. The blood smelled so damn good, but she was still reluctant to drink. Even so, the temptation was too much and she lifted her bloody hand to her mouth, running her tongue over it.

"As pleased as I am that you are tasting blood, now is not the time."

Seras came out of her trance as her master's voice echoed in her mind. She shook her head and reality came back to her. Alucard was right. This was definitely not the time for this.

"Master, where are you?"

"Find me yourself, Police Girl. And you better hurry, I think I found a survivor… for now."

Seras felt a prickle of irritation at her master's words. It wasn't the 'Police Girl' that bothered her, she had gotten used to the pet name, it was the fact that he was still training her, even during a time like this, to be a proper vampire.

"Does he take anything seriously?" she wondered out loud.

Closing her eyes, she reached out with her vampire senses to detect her master's presence. She saw an image of him in another burning room for a split second. The image had appeared in her mind like a sonar, and she suddenly knew where he was.

"How'd he get up stairs so fast?" She sighed as she figured it out. "I've got to learn how to faze through walls."

Taking the long way, a.k.a. the stairs, Seras made her way upstairs, heading for the place she had 'seen' Alucard in her mind. She skidded to a halt when she saw him standing over a body. His back was to her, so she couldn't see his expression.

"You're too slow." He commented.

Ignoring the criticism, she approached the broken body "Is this the survivor you… OH MY GOD!!" She dropped to her knees as she recognized the person on the ground. Covered in multiple wounds and drenched in blood, she would still know him anywhere. "Walter! Walter! Speak to me! You can't be…" She turned to Alucard. "Is he…"

"Hear his heartbeat, Police Girl. He lives for now, but he has very little time left."

"No…" Seras whispered. She began shaking the dying butler. "Walter wake up! Wake up, damn you!"

Her open palm collided with his bloody face. The force of the impact caused his eyes to snap open. He blinked a few times as consciousness came back to him.

"Miss Victoria… Alucard… you're here."

Alucard smiled slightly. "So you still have enough life in you to speak. Then can you find the strength to tell us what happened?"

Walter attempted to speak, but only spat out a mouthful of blood. He tried again and found his voice. "It was a surprise attack. The enemy, they were so strong. They may even be stronger than you."

A spark of interest appeared in Alucard's eyes. "Stronger than me? Interesting. What manner of creature was it?"

"A shape-shifter, perhaps. I'm not sure, but he wore your face."

Alucard's eyebrows rose with interest. "Really? A shape-shifter?"

Walter nodded and began coughing again, spitting up more blood.

Seras' fists clenched together tightly. "Walter, please hold on." She looked desperately up at Alucard. "Master, can't you save him? You know… like you did me?"

Walter coughed some, but this time there was laughter mixed in with his coughing fit. "As tempting as eternal life is, I'm afraid it won't work on me. I'm no virgin, Miss Victoria, I will only become a ghoul."

"No." Seras whispered. She looked up at her master. "Then… nothing can be done?"

"To save his life? No." There was no sadness in the vampire's voice, but there was regret. Regret for the loss of a friend.

"But I don't intend to die." Walter told them. "They've taken Sir Integra. I must get her back."

Alucard lifted an eyebrow. "She lives?"

"She is bait." The butler explained. "Bait to get to you. You are the one they want."

"But does she live?" Alucard repeated. "If they wanted me, they wouldn't need her alive."

Seras gulped. She prayed Integra was still alive, but Alucard was right. They wouldn't need to keep Integra alive to get him to come.

"I believe she is." Walter told him. His gaze shifted to Seras. "But she has declared that if anything should happen to her, she gives you control over the locks on Alucard's power, Miss Victoria."

Seras' mouth dropped open in a comical way. "W-W-W-What? Me?" But she was Alucard's fledgling. He was her master. How could she be the one with control over his powers? Was that even possible?

Alucard chuckled, amused by Seras' disbelief. "Be grateful, Police Girl, you've just been promoted."

"Why me?" Seras asked, still unable to believe this.

"Because that is who she chose." Walter told her. He was hit by another coughing fit. "I have very little time. Alucard, it must be done now."

Alucard made a movement with his head, indicating that Seras should move. She did so as the vampire king knelt down by his former partner in arms. "Are you sure this is what you want? There's no going back once it's done."

Walter just smirked. "Yes, we'll be able to fight together again, always."

"Are you sure?" The fact that he was still questioning the butler showed how much Alucard respected the man.

"Do it!"

Alucard bared his razor sharp teeth. "As you wish."

His fangs sank into Walter's neck. He cried out in pain as Alucard's shark-like teeth cut through his flesh. Then he began drinking. But it wasn't just blood that Alucard was taking, it was something more. His very essence. He was taking everything. His blood, his life, his soul.

Seras looked away, as tears of blood began to leak from her eyes at seeing her friend suffer. Even so, hearing her master feed made her own Thirst return. Her teeth became fangs that tingled with the need to bite something.

Walter's body began trembling as unspeakable pain and pleasure coursed through him. Was it like this every time a vampire drank blood, or was it because he was being familiarized? Regardless of the reason, he was too weak to stop it, even if he wanted to.

Blue flames erupted from the area Alucard's fangs pierced Walter's flesh. From there they spread over his body, burning it to ashes. When the flames were gone, Walter Dornez was gone, leaving nothing but a pool of blood behind.

Alucard stood up, licking the blood from his lips. "It is done. You can open your eyes now, Police Girl."

Seras barely heard him as her gaze shifted to the puddle of blood on the floor. She wanted nothing more than to lick it up off the ground.

'I can't, it's Walter's blood.'

But rational thought was leaving her and she found herself bending over to lap at the blood. She may even have done it if the sound of Alucard's gun being cocked hadn't distracted her.

"Be on your guard, Police Girl." He told her, grinning. "We have company."

(A/N: Poor Walter, I really liked him. And what about Integra? She's in the hands of the enemy now having who knows what done to her if she's even still alive. I know there wasn't much action in this chapter, but just wait until the next one. You won't be disappointed.)