Elsewhere in L.A., the group had gathered in an abandoned warehouse.

"This is your idea of fun mate?" Spike asked Angel with a slight annoyance in his voice.

"Fun? No. Business? Yes," he sighed, wandering through the dark slowly, cautiously.

"You realize I could be banging a drop dead gorgeous fourteen year old body right now? This place smells like a fucking loo!" The blond complained.

"Yes well as much as I'd love to condone your pedophiliac ways we have work to do, and you're going to do it if you want to keep that fourteen year old body in that nice apartment." Angel growled in frustration, Spike was right about the smell and this shit pit was the last place he wanted to be right now.

"We could always sleep in Kitten's office, she's got a nice redwood box in her closet," Spike smirked.

Angel sighed heavily, shooting him a nasty look. "If you don't want to be out on the streets, your wife turning tricks to make ends meet, you'll shut up and do what I tell you."

Growling angrily, Spike lifted a large two by four from a nearby pile of wood.

"See killing me is a good way to ensure that actually does happen. Now keep your guard up," the brunette hissed as Spike raised the wood piece swinging at Angel, missing his head, taking out the cat that was about to pounce on him, "You were sayin' mate?"

"Guard right. Thanks," he mumbled the last part reaching to grab the fallen feline while Spike smirked and stalked off.

"Ya ever get the feeling something important's gonna happen that you should be a part of but your gonna miss it?" Spike asked, asking no one in particular as he reloaded his dart gun.

At this Angel turned around, leaving Gunn to tag the latest take and frowned at Spike. "Well thanks for inviting ominous to the party."

"Just asking. Well that's some weird ass...fuck!" Spike lifted his wet boot up.

"Dude what did you just step in?" Gunn asked from across the room.

"Water mate. Black water. We need to get to the upper floors now!" Spike snapped.

"Where did all this water come from? Is-is it getting higher? Really fast?" Angel said in a panic.

"Upstairs! Now pixie!" Spike said from half way up the stairs.

"Up, got it!" The brunette replied, as he made a move for the closest set of stairs.

"We need something to seal off the upstairs doors. Well don't just stare at me," the blond said to the group, "Search!" With that he began to drag bodies out of body bags.

Quickly Angel caught the idea and moved to assist.

"So much for autopsying the bastards," Spike grumbled.

"Yeah well it's either this or they'll be autopsying us instead." Angel shot back.

"Think the girls'd get a kick outta that?" The blond laughed morbidly.

"No I think they might resurrect us long enough to kill us themselves," the older male said with a slight smirk.

"I dunno," the Brit smirked some, "Selene does seem to get her kicks outta rough sex." Finally he finished barricading the door with bodies frowning before turning to the group. "If any of you start to feel the water around your feet run for the roof understand? This is some serious shit here ladies and gentlemen," he sighed, heading to a corner to sit on some crates looking at Angel, "Don't suppose you got a phone on you Mate."

Angel cocked a brow at the other man with a snort, climbing up onto the crates along side him. "Just so happens I dropped the damned thing down below when one of those bastards jumped me, it's under a few feet of water by now."

Again Spike sighed, staring out a window, "Great just bloody brilliant my pixie friend. We're gonna all die here alone and the girls are never gonna know."

"I'm sure the girl's will know. They know we're here and I'm sure they'll see the water rising up around everything and draw their own conclusions, they aren't stupid," Angel sighed, longing to be at his wife's side.

"Doesn't mean they can do anything about it. William's never gonna know his dad and Selene's kid won't know his step daddy either," the blond let out a slow long sigh.

At this Angel let out a low, dangerous growl, "Dude not the time to piss me off. That's my baby now drop it."

Slowly the Brit leaned back against the wall and sighed yet again, "Tell yourself that Angel my friend." He then closed his eyes, "All the time spent fighting and we end up dieing together, how fitting. So do we tell the other's we've damned them to death or lie?"

The Irish male glanced around at the others all seated on whatever they could find around them and as far away from the possibility of the rising water as possible. "I don't think we'll have to tell them anything."

Nodding Spike glanced back at the door then the group, "Anyone got phones on them? If ya do you might wanna start calling your loved ones mates."

Angel lowered his head into his hands and sighed loudly, "Spike you're an ass."

"Why?" Spike asked, "Because I'm not a candy licking priss who's gonna believe for a second we're really going to survive this? Face it Angel, they might escape but us, we're fucked mate. It's the end of the line." Sighing again, Spike stared out at the pouring black rain, "I'm sorry Angel."

Angel leaned back against the stack of crates and sighed as well. "Yeah me too."

Slowly the blond leaned back, closing his eyes and muttering, "Always figured we'd off each other not drown in black water."

His grandsire chuckled some, lifting his gaze to look at the other man. "We used to have some fun way back when huh? We've gotten outta worse if I recall correctly."

Smirking Spike nodded, "Yea we did, but that was when it was just our own asses mate."

"Well we got Darla and Dru out of a few scrapes. I'm sure we could figure this out too." Angel said with a smirk.

"If nothing else we can get the others out. If the water stays away till near dawn we can get the others out on the roof, chopper might see them, but as for us my friend, we're fucked royally." The Brit said with a slight twinge of sadness.

The brunette sighed deeply, pausing a long moment in thought, "Well as long as we can keep a pocket or air to keep out heads above the water we might have a chance."

The blond shook his head, "We aren't talkin' regular bath water here pixie. We're talking the supernatural equivalent to acid."