Disclaimer: All recognizable characters, items and concepts are the property of their respective owners. All use is nonprofit and for fun.

A new chapter done. I would like to apologize to the readers of my other stories, but recently, inspiration has kept me focused on this one. Despite this, I plan to update them soon, and hopefully will have them done by the weekend.

I would also like to give a massive thanks to Lord Sia for the incredibly inspirational reviews. Your suggestion for Cordelia gave me a complete mental image the moment I read it, but she won't fully get into the role until she goes to L.A. and teams up with Angel. I don't expect to bring in more recruits with the exclusion of Faith. This chapter concludes with season 2 and also brings in a third fictional universe into the mix. I hope people won't have trouble figuring out which one it is.

Chapter 5

"I can't believe I got brought down by a mere cold." Buffy grumbled as she blew her nose. Next to her bed, the waste basket had already started to fill with the used ones.

"Everyone gets sick from time to time, Buffy. There's no shame in it." Giles encouraged her.

"What if someone attacks her while she's in the hospital?" Her mother asked. Despite Buffy's protests, her fever was too high for her to stay home.

"Xander will patrol the area, and I may be sick, but I'm hardly helpless." Buffy smirked. True enough, her psyker powers were still just as sharp.

"We should let Buffy get some rest. We can come again tomorrow." Giles reminded them that they had been there for over half an hour already.

That night, Buffy's dreams took a turn from her usual nightmares about the Imperium, and instead, she found herself in her room.

She looked into the doorway, and saw a small boy looking at her. When she locked eyes with him, he rushed away, and a strange looking man followed him.

This was combined with her long repressed memories of her cousin's death in a hospital years ago. The memories, despite lacking the intensity of her inherited memories, still had the strength to awaken her.


She rushed out into the hallway and saw two men carrying a dead child with them. From their conversation, she learned that the child had died that very night.

As she turned, she found two children blocking her path. They told her that the adults couldn't see 'him', and that he comes at night.

"Who does?" Buffy asked, her mind flashing with the image of the strange man.

"Death." The young boy replied ominously.

"Listen to me. If you see it again, come to me. I will protect you. Alright?" Buffy knelt down to speak with them. She would sooner die herself than allow a demon to slay children.

The following night, she was awoken not by nightmares, but by a group of frantic children all gathered in her room.

As she stood up, the creature appeared in the doorway just as her feet touched the floor.

"Get behind me, kids." Buffy snapped as she opened her mind to the Warp.

The children's breaths misted as everything in the room suddenly got a thin layer of frost.

"Begone, monster." Buffy roared as lightning arced from her hands and struck the demon, leaving only a charred husk as it slammed into the wall opposite the doorway.

"Thank you." The children all clustered around her, hugging her tightly.

"No problem. Just, don't tell anyone I helped you, OK?" Buffy grinned at them. The children all promised and rushed away back to their rooms.

Even if they did say anything, who would believe them? If adults heard how they were saved by a demon only their children could see by a teenage girl that could throw lighting from her hands, they would merely dismiss it as overactive imagination or fever induced hallucinations.

"That one was for you, Celia." Buffy grinned lightly as she went back to bed.


After that little bit of excitement, the rest of her stay was rather calm, and Buffy managed to recover quickly from her illness and was back to dusting vampires along with Xander.

Her routine was once again interrupted when she intervened in a lover's quarrel in school where the boy suddenly pulled a gun on the girl.

During the scuffle, the gun disappeared, and the principal was quick to put the blame on Buffy, who was distracted by sensing something when she touched the boy.

She expanded her senses and managed to feel some sort of presence. It was faint, fading in and out of her awareness, and it took her a while before she managed to identify it.

She remembered encountering a couple of children dressed as ghosts during Halloween, and the sensation was the same.

"Hey Giles, I think we have a ghost in the school. You know how to get rid of one?" Buffy asked.

"Well, we could try to exorcise it from the building. That will force it to pass on." Gilles replied after a few moments.

"Alright. Get it done before it manages to kill someone." Buffy said. "I'm going to see Willow. I wanted to speak with her about upgrading some of my equipment."

Gilles quickly summoned the magic branch of their little organization, consisting of himself, Jenny Calendar, the computer teacher and Amy Madison, a student that the group had encountered before. While Willow was also capable of magic, as a Tech priest, she told them she would only use the rites of the Mechanicus from now on.


As their group expanded, Willow suggested they setup some organization merely to be clear on what everyone's purpose was.

Buffy and Xander were the military arm of the group, with Buffy doubling as their Inquisitor, and Xander doubled as the group's Chaplain. Despite the fact that only Buffy had any faith in the Imperial Cult, he performed his duty with the same fervor as if he was serving a full chapter of marines.

Willow and Oz, as Tech priests provided all supplies, weapons and equipment Buffy and Xander requested, and were constantly working on improving their resources.

Giles, miss Calendar and Amy served as their research branch, and when necessary, and also took on the job of casting spells that did not use the Warp. Amy was a new and somewhat reluctant recruit.

Buffy and Willow caught Amy practicing magic and Buffy told her directly that she could either use her powers at their direction, or figure out how to breathe through a slit throat.

Despite her best efforts, she had minimal tolerance for what she considered heretical witchcraft, seeing the practitioners as a potential threat that needed to be kept under constant watch.

With Giles closely monitoring what Amy was practicing, Buffy cut the girl some slack, but every time the two met, Buffy's warning echoed in Amy's mind.

At first, they couldn't find anything that Cordelia could do to aid the group, when Xander jokingly said "The only people more bossy than her are Commissars."

The joke seemed to stick, though, and Cordelia decided to take on this role. At the moment, she was busy studying about the role and how to implement it in their current condition.

The exorcism went well, despite the ghost's attempts to stop them, and life went on as usual in Sunnydale.


Again, things veered away from the usual vampire slaying when the skin of one of the High School's swim team members was found, without its contents.

The team had recently achieved a great victory, and suddenly, everyone was busy catering to their every whim. The Scoobies found the whole athletes worship disgusting, but there was not much they could do.

"A pity we couldn't examine the remains in more detail. We might have discovered more information on what did this." Willow grumbled. She didn't like leaving her factory unless absolutely necessary, and as her parents were frequently absent, she spent most of her time there.

Oz had also moved in full time, telling his family that he got himself a live-in job, and Willow also arranged for him to get pay from their treasury.

"It is a possibility that whatever killed Dodd will go after the others as well." Buffy pointed out, and the group agreed to follow some of the team members when they could.

Despite their best efforts, the group failed to notice anything suspicious, even when a few more swimmers went missing.


The answer came to them when Buffy was busy fending off the approaches of one of swimmers, when he collapsed, screamed and tore off his skin, revealing that he had turned into some sort of gill monster.

"Mutation." Buffy spat and drew one of her daggers.

"Die mutant scum." The creature tried to maul her, but found its life fading away as the dagger pierced his heart.

A little interrogation of the few remaining swimmers gave them the person responsible, namely the swim coach, and Buffy and Xander went to confront him.

They found the man standing above a grate, and from below, they could hear loud ripping and tearing sounds that were all too familiar to the pair.

"This has gone on far enough. Your little experiment is over, coach." Buffy glared at the man that saw fit to mutate his students just to win something as trivial as a swimming competition.

The man glared angrily at them, but he wasn't about to piss them off with Xander standing next to Buffy, cracking his knuckles threateningly.

"What do we do about our scaly friends below?" Xander pointed at the grate, and Buffy leaned over, seeing the whole bunch snarling hungrily at her.

"I picked up a little present on the way here. A frag grenade." Buffy pulled out the large grenade from her purse, pulled the pin and tossed it into the hole.

A few seconds later, a loud rumble and a puff of smoke erupted from the grate.

When the smoke cleared, Xander noticed the dozen flechettes that were deeply embedded into the ceiling.

"Sushi anyone?" Buffy smirked as Xander led the coach outside. The man had a meeting with an unmarked grave, and Xander would make sure the man made it.


As the summer began to approach, the Scooby Gang was surprised when Kendra arrived one day.

"What brings you here?" Buffy was quite pleased to see her fellow Slayer, and even offered her to stay in her house.

"My Watcher said that a great evil had been uncovered here, and sent me to ensure it did not become a threat. Also, I was asked to train with you. The reports on your accomplishments here are an inspiration to us all." Kendra replied.

"We are only doing our duty. Nothing more. Still, I'd be more than happy to train with you. I daresay we can both learn new tricks." Buffy grinned.

The evil that Kendra warned them about was revealed to be the recently excavated tomb of the demon Acathla in which the creature was locked after being turned to stone.

"Well, we don't have any krak grenades, but we do have two crates of C4." Buffy gave them a devilish grin as they managed to liberate the statue from the slab from the museum. Of course, they had to get several servitors in the place just to lift the thing, but now it rested safely in the factory's loading dock, which was the only place that looked like a normal Earth factory.

"Will that even work?" Cordelia asked.

"Well, first we'll blow it up, grind up the chunks and then scatter the dust. I'd say if that doesn't do it, I don't know what will." Buffy shrugged.

The plan went on without a hitch and the gang all welcomed the summer with relief.


Willow decided that with the extra time, it was a good idea to expand the factory, and to keep everything a secret, as they still worked on a need-to-know basis, she decided to expand her factory downwards. The plan was to dig a hole the size of a large cargo lift about fifty feet down, then excavate a large chamber that was about as big as the factory. Once that was done, they'd be able to expand even further as need arose.

The first problem arose when forty feet down; they emerged into an uncharted cave.

Now, this wasn't much of a problem, as the cave ceiling was almost twenty feet high and nearly twice as big as the factory. The problem was that they also discovered strange machines inside it.


"Incredible. These devices are thousands of years old." Willow was like a kid in a candy store as she basically flew around the chamber.

"Willow, focus. Find out what this stuff is. It might be dangerous." Buffy stood there as the voice or reason. The Mechanicus were not known for their common sense when archeotech was concerned.

"Alright. I'll run some cables down from the reactor and figure out a way to get some power to the machines. If I can commune with the machine spirits of this place, I may be able to figure out what is its purpose." Willow replied absently.

"Alright, but be careful. If it proves dangerous, I will have all this destroyed." Buffy warned her. Willow actually stopped mid step and gave Buffy a glare from beneath her white robe, but the next moment, she turned and began working on opening a panel on one of the machines.


"Any luck?" Buffy had requested a meeting of the whole group, and everyone could see that Willow was completely exhausted.

"The past week has been very difficult. The machines below are incredibly advanced, and we have only begun to understand their function. Fortunately, we managed to figure out how to power them safely, but I greatly underestimated the amount of power these devices demand. The factory's fusion reactor cannot provide enough power to operate them. I may need to construct a new, bigger reactor dedicated to the underground level." Willow sighed.

"Do you know what it is?" Buffy knew that Willow had a propensity to ramble when she was excited or tired, so tried to bring the girl back on track.

"The machine spirits were difficult to placate, they had been idle for millennia, so it took us a while before we could communicate. From what we've managed to determine, the machines in the cave are a factory that was once used to produce a variety of items for the use on the planet." Willow replied.

"You mean like an STC?" Xander asked. The Standard Template Constructor was the ultimate creation from the Dark Age of Technology, capable of producing almost everything a person could ask for. A working one did not exist in the Imperium, and finding one was the Holy Grail Quest of the Adeptus Mechanicus.

"It is similar, but not as sophisticated. Also, parts of it have been damaged beyond repair. Oz is still down there, trying to figure out how to operate it, and how much the damage has limited its usefulness." Willow sighed.

"Do you know who built it?" Buffy asked the critical question.

"Yes, actually. I downloaded some records from the control device." Willow opened a file on the laptop before her.

"This is the person that designed the machine. I can't read the text, but you can see how he looks." Willow turned the computer around so her friends could get a look.

Everyone stared in shock at the image. Next to several columns of blocky text was a picture of a man in a simple gray uniform. The shock was that he looked completely human. In fact, if he dressed in modern clothes, he wouldn't get a second look if they ran into him in the street.

"You're telling me humans built all that?" Cordelia exclaimed.

"I was as shocked as you all were. But the fact remains, this is not xeno tech. This is something built by our ancestors, and something that can be sanctified by the Omnissiah to serve us." Willow grinned.


"This is all far too convenient. All this smells like one big conspiracy and I don't like it one bit." Buffy's words shook the group.

"What do you mean?" Xander asked.

"Things haven't been adding up since Halloween. Why are we the only ones that retained all the memories? Why did Xander and I retain our psyker abilities and Xander his implants?" Buffy began.

"There's also the matter of Willow. How come a rookie Enginseer in the Imperial Guard know how to construct technology used by the Space Marines, the Navy, or practically every branch of the Imperium? I bet she even has designs for Titans in her head." Buffy continued, and everyone could see that she made valid arguments.

"And now, we find some sort of ancient factory, conveniently placed right underneath the place where we located our base of operations. It's simple, someone is using as pawns for something." Buffy concluded.

"It makes sense, but what can we do about it?" Giles didn't like anyone using them, but he could see little to do to stop it.

"I don't see anything we can do, but to remain alert and cautious. Whoever is doing this will reveal themselves to us eventually, and when they do, we'll get some answers." Buffy replied.

In the end, the group decided to use the machines in addition to whatever expansions Willow had in mind for the cave, and see what they could gain from it, and at the same time, learn as much as they could about the people that had built the machines.