"Welcome to the party guys. It's gonna be a real killer," Lilith said.

"You're gonna pay for what you did to Dawn," Buffy said. Lilith didn't seem scared.

"Come on," She taunted.

"Buffy, wait don't!" Dean shouted as she ran at the super demon. Lilith's eyes looked to the right and flung Buffy over into a group of demons.

"Waste them," Lilith ordered and the demons charged. Clark's eyes changed color and he fired an intense blast of heat vision in front of the demons. They all backed away to avoid the wall of fire that he made.

"Do I have to do everything on my own?" Lilith said. She was about to disperse with the fire when Buffy tackled her to the floor. The two women sprung to their feet and began to trade blows.

"Bobby. Go do your thing," Sam said referring to what they discussed on the way up the elevator.

"Right. Willow," he said looking in her direction.

"Way ahead of you Bobby," she said putting a hand on Bobby's shoulder making them disappear.

Lilith blocked both of Buffy's blows and kicked her in the throat launching her back towards the wall. She then looked at Clark's flame wall and with a wave of her hand it was gone. The demons began their assault once again. Clark sped at the demons and attempted to knock them out without severely injuring them. One demon jumped on his back, but Clark pulled him off and tossed him towards another group of demons.

"Lois! ?" He called out.

"Clark!" He heard her shout to him. He saw her in the center of the room tied to a chair. Clark ran to her and untied her.

"What took you so long?" She thought as he finished untying her.

"Clark! Incoming!" Dean warned while stabbing a demon in the heart. Clark's head jerked to the right in time for Lilith's foot to connect with his face. His head snapped backward as he was forced back by the blow.

"You bitch!" Lois cursed attempting to attack Lilith. Lilith blocked her punch and threw her towards the window. It smashed on impact and Lois was started to fall to her death when Buffy shot out her hands and caught Lois.

"Thanks," Lois thanked trying not to look down.

"No problem," Buffy said pulling her back in.

"You're only delaying your inevitable deaths," Lilith said when Buffy got Lois back inside. Her fists began to glow and she raised them up to fire a demonic energy blast. Clark sped towards them and pushed himself and Lilith into another room; Smashed is more like it actually.

Lilith and Clark pulled themselves out of the rubble; each with their game face on.

Dean killed another demon and threw the knife to Sam. He cut through two demons, but one of them snatched his wrist and twisted it till he dropped the knife. The demon rammed his face into Sam almost breaking something.

The younger Winchester stumbled back and the demon continued his advance when his body flashed and he fell to the floor dead. Dawn quickly yanked out the knife and spun around slitting another demon's throat

"Thanks, Dawn," Sam thanked her.

"Don't thank me just yet," she said as the demons started to surround her, Dean, and Sam.

"Buffy!" Dawn called out. Usually this many demons didn't scare her, but she still felt light headed from her fight with Lilith.

"I'm coming, Dawn!" She yelled and charged through the demons with Lois by her side. They knocked down any that were foolish enough to get in their way.

"I'm sorry, Buffy," Dawn apologized when Buffy reached her.

"We can worry about that after we get out of here," Buffy said as the demons got closer.

"Where's Clark?" Lois asked. The sound of the room shaking answered her question.

"You should worry more about yourself than your boyfriend," one of the demons said.

"Bobby. Any day now," Dean thought.

"Are you sure this will work?" Bobby asked Willow.

"I've been doing this sort of thing for years now. Believe me. It'll work," Willow assured him.

"Alright then," he said and pulled the fire alarm.

Immediately the sprinkler system went off on the top floor. The water fell on the demons, who all instantly fell to the floor writhing in pain.

"What kind of Holy Water is this!" One of the female demons screamed feeling its affects not just on her skin, but on her demon side as well.

"Courtesy of Willow," Buffy said. The demons all started to flash until they were all dead while their human victims were all spared thanks to the spell.

"That's a new one," Lilith said. Her skin was smoking a little, but she wasn't dead.

"How are you still standing?" Clark asked.

"You think something like this works on something as powerful as me?" She asked then shoved her hand towards Clark. Clark felt something with the force of steel connect with his heart and she didn't even hit him!

Clark fell to both his knees gripping his chest and Lilith decided to continue her assault. She ran forward and attempted to deliver another kick to Clark's throat; this time with the intention of breaking it. Clark grabbed her foot and tossed her through the next wall. Lilith rolled on the ground and shook her head some.

"That Clark is something else," she thought then looked behind her to see Clark jumping at her and slamming down his fist. Lilith had no time to dodge and was plowed through the hard floor of the club and was sent to the level under it. Lilith braced herself upon crashing on the next level so she wouldn't go falling any further. She got up and got out from under the hole just as Clark landed at the spot she was at.

A bright light appeared to her left and Willow stepped out. She fired an energy burst at Lilith, but she caught the blast and threw it back at the witch connecting with her face. Willow screamed at the feeling of some of her face being singed from the attack. She was also carried off her feet and smashed into the wall.

"Leave them alone!" Buffy yelled jumping down the hole to face Lilith.

"Don't you ever give up?" Lilith asked.

"Is there a reason why I should?" Buffy asked her as the elevator doors opened and Sam, Dean, Bobby, Lois, and Dawn stepped out making Lilith sigh.

"This has been fun and all, but I'm getting rather bored with this. You can cause as much harm to this body as you like, but it's not going to do anything to what's inside; namely, me," Lilith said then noticed Sam holding onto the knife. "Like you were ever going to get close enough with that thing to hurt me," she said and chuckled.

"Will you just shut up! ?" Lois yelled at her then suddenly every person in that room felt some type of force pass over them. When it was gone they all had major headaches.

"What? What just happened?" Buffy asked rubbing her temples. Dean's watched started to beep at her question.

"No. Not now," he said.

"What is it Dean?" Buffy asked him.

"It's show time," he said sounding frightened.

"That's impossible," Sam said turning to his brother. "We still have plenty of time left," he said then looked at his own watch. It too said that the time was midnight. Hell Hounds could be heard howling in the distance.

"Will someone please explain what's going on here?" Lois asked very confused.

"Clark. You need to get Lois out of here; now!" Sam shouted at him. The last thing they needed was to get a civilian's blood spilt.

"He's not taking any of you anywhere," Lilith said and then telekinetically dragged Clark to her and sank a tremendous punch into his chest. Clark coughed out blood and then Lilith hit him again in the mouth launching him back to the group.

"Clark!" Lois cried out kneeling beside him. Clark coughed up more blood again while Dean heard something behind the team and slowly turned around. He could barely breathe right now and he felt numerous beads of sweat forming on his forehead.

"Hell hound," Dean said.

"Where?" Sam asked. They weren't going to drag Dean to Hell without a fight.

"There," Dean said pointing in front of him. Then his eyes darted to the right. "And there." His eyes darted over to his left. "And there."

"Chow time," Lilith said and the hounds charged their targets. Ignoring any sort of pain they might have been in the Scoobies all made a break for it to escape the Hounds.

"Split up!" Buffy yelled to the team and she and Dawn raced down one hallway while Sam, Dean, and Willow went for another. Clark was about to follow Bobby and Lois, but Lilith froze him in his tracks and flung him at top speed in the other direction through several walls of the club.

Several other Hell Hounds raced at the down Kryptonian; intent on making a meal out of him. Clark mangaged to get up and punched one of the hounds sending it into a chair. He heard another growl and spun around in time to be tackled to the floor.

Buffy and Dawn reached the end of the hallway, dashed inside a room, and slammed the door shut behind them. Hound barking madly outside. Buffy held it shut for as long as she could until the barking died out.

"What are we gonna do now?" Dawn asked sounding worried. She'd never fought Hell Hounds before and from what she could see (or not see in this case) they weren't the type of creature to be messed with.

"I honestly don't know," Buffy confessed. She wasn't used to being the one running. She could usually look any Supernatural creature dead in the eye, but the Hell Hounds were something different altogether. Dawn started pacing around the room trying to come up with something when she heard it; a deep, low growling sound.

She looked to her left and though she couldn't see it, she knew it was there. Every bone in Dawn's body screamed for her to move. To defend herself. To do something! But she was rooted to the spot. The hound started barking as it charged Dawn. Just as it leapt at Dawn, Buffy shoved her out of the way and the creature tackled her to the floor.

"AHHH!" Buffy screamed as it ripped into her flesh. Her blood flew out of her body and some of it covered Dawn's face freezing her to the spot again. The door flew open and Clark rushed inside; clothing covered in blood. The Hell Hound stopped attacking Buffy and focused its attention on Clark. It ran at Clark, but Clark delivered a kick to its head and sent the demonic pit bull flying out the window and down to the streets below. Clark stumbled over to Buffy, who was panting on the floor.

"Are you alright?" Clark asked. "Wait- I mean."

"I know what you mean, Clark," Buffy said trying to sit up. "I'll survive," she groaned out in pain then coughed and spit out blood.

"We need to get you out of he-, uh," Clark groaned grabbing his stomach.

"They got you too," Buffy acknowledged. Clark nodded and moved his hand. It was covered in blood. "I've been hurt before, but this is something else. My body feels like it's on fire," he said.

"Clark," Buffy began.

"Wait," Clark interrupted putting up his hand. He closed his eyes and activated his super hearing.
_

"Dean! On your right!" Sam warned as a Hell Hound leapt at him. Dean shot the pit bull, but another jumped at him. Willow blasted it, but both dogs recovered and went back on the attack.

Clark did an X-ray and saw Sam, Dean, and Willow running for the room. "There's going to be Hell Hounds in here in just a few seconds," Clark said looking at the door.

"Clark can you speed?" Buffy asked.

"I need a few minutes to heal," Clark said as more gun shots were fired.

"Look out Willow!" Dean could be heard yelling from just outside the room. Willow's screams followed.

"We don't have that kind of time. You need to get Dawn out of here…Dawn?" Buffy asked getting a look at her sister. "Dawn!" She yelled, but Dawn didn't answer. She seemed to be off in another world. Her body was shaking all over. Dean kicked open the door to the room Clark, Buffy, and Dawn were in and ran inside.

Sam followed carrying Willow in his arms. Dean slammed the door just as Bobby got inside and put a line of special dust in front of the door to keep out the Hell Hounds. He sprinted over to the other door and sealed it off as well.

"Is she alright?" Clark asked as Sam set Willow down.

"Sort of," Willow answered. "Hound clipped me on the right side of my waist. Where's Buffy?" She asked.

"Right here."

"Oh my God," Willow said.

"You wouldn't happen to know any spells that could heal all of us do you?" Dean asked as he slumped against the wall. Willow only shook her head.

"Wait a second. Where's Lois?" Clark asked noticing she wasn't with in the room with them.

A few moments passed in which no one said a word. Bobby finally sighed and looked at Clark. "I'm sorry, Clark," he said. "We got separated somehow."

"No," Clark whispered and stood up.

"Hold on a second, Clark!" Dean said stepping in his way.

"Dean you know you can't stop me and I don't wish to hurt you," Clark said not in the mood for this.

"Listen Clark. This place is crawling with Hell Hounds. They'll rip you to shreds," Dean said praying Clark would listen to reason.

"I can't let her die," Clark said. "I just can't."

"I get it, Clark. Lois means a lot to you. Probably more than any of us would understand, but you can't let your emotions let you do something rash. Trust me. I know," he said. This whole thing was his fault. He loved his brother, but he never should have messed with fate.

Now more people than just him were going to die. Once again the door swung open and Lois dashed inside; the sound of multiple hell hounds barking in the hallway. Dean shut the door and put up more dust to keep out the slobbering mutts.

"Lois!" Clark called out throwing her into a huge hug.

"I'm fine Clark. I managed to escape those raging K-9s with only a few injuries," she said.

"I need to get you out of here," Clark said.

"Clark! Wait!" Dean shouted looking at Lois. "That's not Lois! That's not Lois!" Clark looked at Lois whose eyes changed white. She smirked and flung everyone against the wall.

"Quite an interesting person Lois is," Lilith said. "I might just hold on to her as my new vessel."

"Get out of her now!" Clark shouted trying to break free. Lilith directed her gaze at Clark.

"Clark Kent; one of the last beings of a dying race. Sent to Earth to be a god among men," she said standing in front of him. "I only believe in one God and newsflash Clark, you aren't him."

"How did you know that?" Clark asked her.

"I know a lot of things. Things some of you will never find out in your lifetimes," she said looking at everyone else.

"Up next we have Buffy Summers. The Chosen One. The Slayer. Well one of them anyway. A little out of your jurisdiction wouldn't you say?" Lilith asked then looked at Buffy's wound; smiling at the sight of her in pain. In truth anyone else's pain proved to be Lilith's pleasure.

"And then we have you Dawn Summers; The Key. Being nothing more than an object that would mean you have no soul wouldn't it?" She asked. "I wonder what will happen to you when you finally die." Dawn didn't respond. She still had that spaced out look in her eyes.

"Shut up!" Buffy shouted. Lilith flicked her wrist and Buffy felt herself get punched in the stomach. Buffy started coughing again and spit out more blood. "What's taking my healing factor so long?" Buffy thought.

"So this is your big plan. Kill Sam. Drag me to Hell and then what? Become Queen bitch?" Dean asked.

"I don't have to answer to puppy chow," Lilith said and then approached the door. "Sic him boys," she said and opened the door. Hell hounds rushed inside and dragged Dean off the wall. Dean attempted to crawl away, but one of the hounds bit Dean's leg and dragged him closer to where Sam was.

"Stop it!" Sam cried out as the hounds started ripping Dean apart. "Leave him alone! No!" He shouted trying to pry himself off the wall. Lilith's smile widened with each passing second. Watching the people she owned getting killed was so much more fun than doing it herself.

The dog jumped on Dean's chest and proceeded to tear it completely to shreds. There was so much blood now that it was flowing all over the floor. You practically couldn't see Dean's chest anymore.

"No!" Sam cried out as the hounds toar into even more of Dean's flesh. Sam felt like his own soul was being ripped apart as his brother was being killed. It wasn't suppossed to end like this!

"And now for the rest of you," she said lifting up her palm to eradicate the excess baggage.

"Stop!" Sam shouted and pulled himself off the wall and ran into Lilith's path just as her hand started to glow. The room was filled with a vibrant white light. The light died out after a few seconds passed and Lilith was shocked to see Sam standing in front of her; alive and completely unharmed… and with black eyes. Lilith felt frightened at this moment; actually frightened.

"Back," she whimpered, but Sam lifted up a hand and Lilith began to scream. She fell to the floor writhing in pain; soul being tortured from within.

"Sam! Stop!" Clark yelled. "Lois is still in there!" Cark's words broke through Sam and the blackness faded out from his eyes. Taking no chances, Lilith smoked out of Lois' body while she still could. The Scoobies all fell off the wall once she left. The Hell Hounds seemed to have vacated the premise as well. Clark ran over to Lois and X-rayed her to make sure she was alright. She was out cold, but didn't seem to have suffered any serious injuries.

Now back to normal again, Sam froze at the sight of Dean's mangled body. He could feel tears starting to form and he didn't care who saw them fall. He approached Dean's body and silently cried over it. Everyone could only look on at the sight of Sam grieving for Dean. After all of this they couldn't save him. While they looked on, Buffy crawled over to Dawn. Her injuries had finally started to heal. A tad too late she might add.

"Dawn," she said shaking her unconscious sister a little. No response. "Dawnie," she said shaking her a bit more. Dawn's eyes snapped open. Most of the color had drained out from her pupils.

"Buffy," she whispered and then started panting. "Buffy. Buffy, no!" She yelled and then let out an extraordinarily loud scream, which was enough to break Sam out of his grieving state. Dawn stopped screaming and shut her eyes before going limp again.

"Dawn!" Buffy yelled shaking her sister again, but didn't receive an answer.

"There's one down," Angelus said putting away his binoculars. "See Meg. I told you it would pay to have a former warlock with us," he said looking at Nick. Nick merely closed Willow's spell book.

"I admit I thought that accelerated time spell was a load of bull," Meg said. "But it helped get the job done."

"Not fully," Angelus corrected her. "I was hoping they'd all finish each other off. Now it looks like we have to go ahead with phase 2."

"You're glad we're going ahead with phase 2, though? Aren't you?" Meg asked him.

Angelus gave her a devilish smile. "Of course I am. After all it's going to be fun; for me that is."

To Be Continued…