"That bollocking Slayer!" Spike snarled as he kicked a table over. "That little bitch!"

"Calm down laddie," Angelus replied. "We’ll get her." He turned at Drusilla’s entry into the main part of their draughty warehouse. "What do you want?"

"It’s my birthday soon," Drusilla giggled. "One hundred and seventy-five years since my daddy made the stars bleed for me. Will we have a party with tea, crumpets, and entrails?"

"Oh you bet we will," Angelus chuckled as his proudest creation began to wildly dance across the floor, scuffling up dust. "And I’ve even got a present for you."

"Oh goody!" Drusilla dropped onto the floor and began to giggle. "Lots of pain and screams of terror!"

"I think I can guarantee it." Angelus grinned.

"Oh bloody great," broke in Spike. "While you two arses are eating jelly, what do you think that bint will be doing, blowing up balloons?"

"Oh I wouldn’t worry about her." Angelus smirked. "I think my surprise will see to that little lassie."

"Oh yeah?" his grand-childe looked intrigued. "What surprise is this?"

Angelus grinned. "If I told you that it wouldn’t be a surprise now would it?" His grin widened at Spike’s impotent glare.

* * *

"So you’re looking forward to your birthday?" Xander asked Faith as they made their way out of the school.

"Fuck no!"

He blinked at his girl-friend’s firm declaration. "Uh, would asking why not get me Slayed?"

"Seventeen Xander!" Faith looked at him as if he was an idiot, a fact he confirmed with a confused shrug. "Three years and I’m twenty!"

"You’re worried about getting old?" Xander felt his lips twitch up in a smile.

"Ain’t funny," Faith sighed. "Slayers don’t live long.."

"Oh right," suddenly he understood. He wrapped his arms around his girl-friend’s slender shoulders, as always marvelling that such a tiny frame could carry such power. "Nothing’s going to happen to you, I won’t let it. Understand?"

* * *

Xander looked around as he entered the library. After his conversation with Faith last night he was determined to make his girl-friend’s party the best ever. "Hi G-Man."

"Oh, good morning," the normally reserved Englishman smiled at him. "Is everything in order for the party?"

"Yeah. You ready to get down, you funky party weasel?"

Giles peered over his glasses at him. "I’d thank you to never to refer to me in that term again." The Englishman sighed. "I’d almost prefer G-Man." The Englishman glanced towards the door. "Here she comes. Please, be discreet."

"You coulda just said, 'shh!' God, are all you Brits such drama queens?" He winked at his girl-friend as she entered. "Faith, I feel a pre-birthday spanking coming on."

Faith batted her long eyelashes at him. "Oh Xander," she cooed. "You’re so masterful." Giles snorted. "Only," the brunette swayed over to his side. "After you’ve spanked me, I have to spank you."

He gulped. "I think I’ll pass then."

* * *

Angelus looked up as Dalton entered carrying a large wooden box. "I have your package."

Angelus nodded towards the desk. "Just put it on the table... near the other gifts."

The bespectacled demon nodded before walking to the table and placing it down.

"Is that the last piece mate?"

"Last but one." Angelus replied to Spike’s question.

The Seer vampire entered and walked over to the table and started to inspect the flower arrangements woven into the chairs. "These flowers... are wrong." The decoraters looked terrified. "They're all... wrong! I can't abide them!" Letting out an insane scream, the vampiress began to tear at the flowers.

Angelus looked at Spike. In a second the peroxide-blonde was at Dru’s side. "Let's try something different with the flowers then."

After a few seconds, the former convent girl calmed down a bit and began eyeing the boxes on the table, slowly walking around them. "Can I open one? Can I?" his childe looked to him.

Angelus shrugged. "Just the one." Nodding to Spike, they moved to flank the insane demon. "They're for the party." Dru let out an excited squeal before flipping the latch on one of the boxes and opening it. "Do you like it, baby?"

Drusilla threw her head back and laughed. "It reeks of death."

Spike smirked at him. "That’d be a yes then."

Drusilla sank to her knees, clutching the box to her chest. "This will be the best party ever."

"Why is that luv?" Spike asked.

"Because..." Dru giggled. "It will be the last."

* * *

"Faith!"

Faith started at the computer teacher’s voice behind her. "SHIT!" she spun around to face Jenny. "I didn't see you there."

Jenny smiled. "Sorry. Rupert wanted me to tell you that there's been a change of plans. He wants to meet us someplace near his house 'cause he had to run home and get a book or something."

Faith rolled her eyes. "'Cause god knows there aren't enough books in the library."

"He's... very thorough."

"Oh I ain’t bagging on him," Faith linked arms with the bemused tutor. "Shows he cares. Which is kinda cool. You know he cares about you?"

"He does?"

"Oh yeah," Faith nodded. "He was a total moose when you guys broke up."

"A moose?"

Faith winked. "Wicked horny."

* * *

Faith squinted when Jenny's Beetle slowed close to the Bronze. "Now G keeps books at the Bronze?"

"No, Rupert gave me an address. I'm just following his directions."

Faith nodded. "Cool-," she squinted into the shadows. "Slow down. Something going down." Just across the road a truck was parked in a loading area with two men loading it. At this time of night? "Either something illegal or something paranormal," Faith muttered

"Faith, be careful."

Faith smirked. "What’d be the fun in that?" Still grinning, she climbed out of the car and hurried over. Spotting the bespectacled demon she’d last seen stealing the du Lac Cross, she shook her head. "I bet ya were a klepto before you got turned. A real nerdy klepto. Man," Faith tilted her head to one side. "Life and unlife didn’t do you any favours did it?"

The truck's engine started. Faith turned and reached for the door handle. The truck door swung open before Faith could reach it. A vampire kicked out at her. Faith grabbed hold of the demon’s cowboy boot and flung him to the ground. Out of the corner of her eye she saw the nerdy vampire dragging something out of the truck.

Faith hurriedly staked the demon by her feet before starting after the geeky vampire.

Suddenly another vampire jumped out of the back of the truck, tackling her from behind. Faith grunted as she hit the ground, the wind driven from her body. "I’m gonna drink your blood."

Faith couldn’t help but laugh at the vampire’s comment. "Cliché much?" She drove her head back into the demon’s face. The demon yelped in pain. Taking advantage of the slight easing of the vampire’s grip, she powered to her feet and thrust backwards, driving the demon into the back of the truck. Stunned, the demon completely let go of her. Faith spun to stake him only to catch a right to the face. Feeling the coppery taste of blood in her mouth, she growled. "Now I’m pissed."

The vampire lunged at her. Faith grabbed it around the shoulders and twisted, allowing the creature’s momentum to carry it and her through a near-by window. Hitting the ground beside the vampire, she found herself on a stage and grabbed for a drumstick, driving it into the demon’s chest. "Surprise!"

Faith looked up at Cordy’s shout. She grinned as she realised she was in the Bronze, the entire place bedecked in decorations, a huge banner proclaiming ‘Happy Birthday Faith’, with all her friends there. "You guys did this for me?"

"Yes," G approached, a look of concern on his face. "W-what happened?"

Faith opened her mouth to explain only for Jenny to come into the Bronze carrying Dalton's box. "Hey, can somebody give me a hand here?"

"Certainly Jenny," Giles looked towards Jesse. "If you wouldn’t mind?"

"Those creeps left this behind." Jenny explained as Jesse placed the box on a near-by table.

"What is it?" Faith queried.

G shook his head. "I have no idea. Perhaps opening it would provide some answers?"

Faith nodded. "Sounds like a plan." She worked the latch on the side of the box, after a few seconds it flipped open. "Ugh, gross." Faith grimaced at the thickly muscled arm clad in armour inside the box. She turned to ask G since when had demons had an interest in remakes of Robocop when the arm flew up, grabbed her around the throat and began choking her. Faith struggled to escape the arm, but found its grip inexorable.

Then X,G, and Jess were by her side, pulling at the arm. Finally it was loose. The moment it was back in the box, Jonathan slammed it shut. Instantly Faith doubled up, coughing and wheezing for air while Xander held her.

"Good heavens. Faith, are you all right?"

Faith nodded at her mentor’s question. "Man, that thing had major grip."

"W-what was that?" Willow asked.

"Yeah," Jesse put in. "Enquiring minds want to know."

Giles stared at the box for a second. "There is a legend of a demon brought forth to rid the Earth of the plague of humanity... separate the righteous from the wicked... and to burn the righteous down. They call him the Judge."

Cordelia raised a hand. "Um, still needing backstory here."

"An army was sent against him. Most of them died but finally they were able to dismember him, but not kill him," Giles continued. "The pieces were scattered, buried in every corner of the Earth."

"So all these parts are being brought here," Jenny put in.

"By Angelus," Faith reported. "The vamps outside were his men."

"To do what, reassemble the Judge?" Jonathan queried.

"And bring forth Armageddon," Giles finished.

"Is anybody else gonna have cake?" Cordelia walked over to the pool table.

"We need to get this out of town," Giles replied.

"What, the cake?" Cordelia put in. "I’m sure it’s fine."

Giles shot the head cheerleader an irritated look. "No Miss Chase, the arm."

"I’ll do it." Everyone turned to Xander. He shrugged. "G and Jenny can’t go, they have jobs. You can’t leave," he nodded towards Faith. "No one will notice if I take a couple of weeks out, not even my parents."

"You’re sure Xander?" Giles asked. Her boyfriend nodded. "Well in that case I’ll ensure you have the funds you require."

"When ya leavin’?"

"Tonight."

Faith grimaced for a second before reluctantly nodding. She’d miss her guy, the first decent boy-friend she’d ever had, like crazy while he was gone. But she’d have to be some kinda stuck-up bitch to put her temporary unhappiness before the safety of the world. "Cool X. Just be safe, k?"

* * *

"You lost it? You... lost my present." Drusilla began to scream.

Dalton backed away from the insane vampiress. "I know. I'm sorry. The Slayer. She came out of nowhere. I didn't even see her. She..."

Drusilla cut the bespectacled demon off by putting her finger to his lips and staring into his eyes. She took his glasses, dropped them to the floor, and stamped on them. "Make a wish."

Dalton gulped. "What?"

Drusilla pointed two fingers at the demon’s eyes. "I'm going to blow out the candles." Drusilla scowled. "You spoilt my party. Now you choose, eenie, meanie."

Angelus glanced at Spike. After a second his grand-childe stepped up to Drusilla. "You might give him a chance to find your lost treasure. He is a wanker, but he's the only one we've got with half a brain. If he fails, you can eat his eyes out of the sockets for all I care."

"I'll get it. Please. I swear." Angelus hid a grin at Dalton’s frightened nod, nobody could intimidate like Drusilla, not even him.

Drusilla thrust both hands at Dalton, making the tiny demon flinch, only for her to pull back at the last second, bend down, and pick up the scholar’s glasses, setting them back on his face. "Okay. Hurry back then." He laughed when she patted Dalton on his head.

* * *

"This ship takes me to Frisco in case Angelus has men watching the airport," Xander explained as he carried the box containing the Judge’s arm in it in one arm, his other wrapped around his girl-friend’s shoulders as they made their way up the runway. "Then I catch a plane to Nepal, drop this off at a monastery. Should be gone ten days tops."

Faith let out a rattling sigh. "I’m gonna -."

Two vampires suddenly jumped at them from some cargo netting. One pulled Faith

off of Xander and threw her onto her back. The other began to fight with Xander. Ducking a right, Xander flipped his opponent onto his back. The demon got up immediately and swung at him, but he ducked the attack and slammed his right into the vampire’s gut. "Xander! The box!"

Xander looked around and cursed to see the bespectacled vampire rushing away with the box. "Damn it!" Catching a right to the face, he fell to the ground. His snarling opponent leaned over him with fangs bared. He responded with a kick to the knee, knocking the demon back a step.

Hearing a roar, he glanced up to see Faith’s opponent fling her over the dock railing. "Faith!" Leaping to his feet, he vaulted over the railing and into the water after her.

* * *

Giles looked up from his studying, the worry he felt for his charge tightening his heart. "Faith should be back by now."

"Maybe Faith needed a few minutes to pull herself together. Poor Faith, on her birthday and everything." Willow sighed. "Young love."

Cordelia shrugged. "Yeah but what choice did she have? I mean the world vs. losing her boyfriend for a while? You’d have to be pretty shallow to make a show of that."

Giles opened his mouth to comment on Miss Chase’s less than diplomatic although correct reading on the situation when the library door swung open and a bedraggled Faith and Xander entered. In an instant he was on his feet, the others following suit. "What happened?"

Faith grimaced. "Angelus’ guys ambushed us. They got the box. What’s the skinny on the Judge?"

Giles sighed. "The more I study the Judge, the less I like him. His touch can literally burn the humanity out of you. A true creature of evil can survive the process. No human ever has."

Xander grinned. "What's the problem? We send Cordy to fight this guy, and we go

for pizza."

"Can this guy be stopped? Without an army?" Willow put in.

Giles shook his head. "Um, 'no weapon forged can kill him.' Not very

encouraging. If we could only stop them from assembling him."

"What about a magical weapon?" Jesse suggested.

Giles stared at the youth for a second, surprised at his ingenuity. "A good but flawed suggestion I’m afraid," he replied. "While such a weapon might work, we haven’t got any of the sort here. And they’re not exactly in plentiful supply."

"We need to find his weak spots, and we need to figure out where they'd be keeping him," Faith said.

"This could take time," he replied.

"Better do a round robin. Jesse, you go first," Xander instructed.

"Good call," Faith nodded.

Jesse headed for the phone. "Round robin?" Giles asked.

"It's when everybody calls everybody else's mom and tells them they're staying at everyone's house," Willow explained.

"Thus freeing us up for saving the world."

"And all-night keggers!" Giles looked at the red-headed witch. "What, only Jesse and Xander get to make dumb jokes?" the young woman pouted.

"It is rather unprecedented," Giles dryly replied.

* * *

Drusilla looked up at the newly-assembled Judge. He was a huge demon, close to six foot six in height and a build to match with a blue skin and burning eyes. "Goll..."

The Judge stood. He pointed at Drusilla. "You!"

Spike sauntered over to Dru’s side. "What’s up mate?"

"You two stink of humanity," the Judge sneered. "You share affection."

"Yeah," Angelus commented from his position at the back of the chamber. "They make me sick too. But they did help to put you back together, so lose the attitude Metal Mickey."

"Would you like a party favor?" Drusilla smiled, indicating the suddenly paling guests.

The Judge inspected the guests. His gaze settled on Dalton. "This one is full of feeling. Bring him to me." Dalton turned to run but Spike grabbed him.

"Bloody hell mate," Spike scoffed as he easily restrained the bespectacled demon. "What's with the bringing? I thought you could just zap people."

"My full strength will return in time. Until then... I need contact." The Judge stepped over to Dalton.

Dalton shook his head. "No. No! NO!"

"Be a man for once Dalts," Angelus drawled.

The Judge put his hand on Dalton's chest. The screaming vampire soon burst into flames. "Do it again! Do it again!" Drusilla screamed. The Judge smiled.

* * *

Faith stopped pacing the floor. "I have a plan. I’ll go to the all the abandoned factories and warehouses, do recon, see if I can find them. You guys check any places the boxes could be coming into town. Shipping yards, airports, anything. We need to stop them from getting all the boxes in one place."

Giles nodded. "Good plan."

"I’m coming with you."

Faith turned at her boy-friend’s whisper. "No, baby, this is-," she sighed at the plea in his eyes. "Fine. Then let’s saddle up."

* * *

Faith and Xander sneaked along the factory’s upper level, the third factory they’d checked out. Only this was different, in this one they’d found vampires. Faith’s heart dropped when she saw the Judge walk into view flanked by Angelus and Spike with Drusilla following. The Judge stopped and looked up, growling. "What? What is it mate?" Spike queried.

Xander gulped. "We gotta get outta here."

"Good call." Faith turned to run only to see the way blocked by vampires on both sides. They were brought down and forced to their knees before the Judge and the three Master vampires.

Angelus smirked. "Well, well. Look what we have here. Crashers."

"I'm sure our invitations just got lost in the mail. The US. Postal service ya know?"

Her comment got her a bruising backhand to the mouth. "You bastard!"

Angelus chuckled at Xander’s exclamation. "Your turn will come boy." The handsome vampire gripped her chin in his ice-cold hand, forcing her head up. The Irish vampire gently stroked her hair, laughing as she struggled to escape from the two vampires holding her arms behind her back.

"The girl."

Angelus turned at the Judge’s boom. "You want her do you pal? Aye, make it a welcome to the family present." Angelus glanced towards Xander. "Now pay attention boy, you’ll be next."

Faith was dragged to her feet by her two captors. She watched as the Judge approached, waiting until he was in range before leaning back and using the leverage of the two demons holding her to swing up to parallel with the ground and kick the Judge in the chest, knocking him backwards to beneath a huge piece of machinery hung by chains. In the confusion Xander broke loose from his captors and grabbed the chain holding the machinery, pulling it down on top of the Judge, knocking him through the floor. Faith lunged through the confusion to grab hold of her boy-friend’s arm. "This way!"

They leapt through the hole, landing next to the stunned demon. Faith flipped open the manhole and jumped down into the sewer beneath, landing on her feet, her boyfriend dropping on his ass beside her. "Graceful X," she drawled as she dragged him to his feet. "Real smooth." Above her she could hear the sound of Angelus bellowing at his minions to follow them. "Let’s get out of here."

* * *

"The bus depot was a total washout. And may I say what a lovely place to spend the night." Jenny and Giles looked up at Jesse and Cordelia’s entry.

"No vampires transporting boxes?" Giles queried, Amy, Willow, and Jonathan hurried from the back of the library, the trio having earlier checked out the harbour.

Jesse shook his head. "No, but a four-hundred-pound wino offered to wash Cordy’s hair. Didn’t come up with the cash though." Jesse looked around. "What's up? Where's Xander and Faith?"

"She never checked in," Jenny said.

"If the bus depot is as empty as the... docks and the airport..."

Jesse gulped. "Do you think this Judge guy's already been assembled?"

"The portents would seem to indicate that," Giles nodded.

The boy’s eyes widened in alarm. "Then Faith and Xander could be... Okay, we gotta find 'em. Let's go."

"And do what?" Cordelia queried. "Besides be afraid and die."

Seeing Jesse’s eyes harden, Giles broke in before the two began to bicker. "Cordelia has a point. If Faith was harmed, then we don't stand to fare much better."

Jesse glared at him. "Yeah? Well, those of us who were born with feelings are gonna

do something about this."

In an instant Giles was on his feet. "Listen boy!" he growled. "Unless you want to spend the next few weeks in traction, never ever doubt my loyalty to my -." Just then Faith and Xander entered the library, soaked to the skin.

"Faith!" exclaimed Cordelia.

"We were just going to rescue you," Jesse claimed before shooting him a look. "Well, some of us were."

Giles ignored the barb. "The Judge, is he..."

Faith shook her head. "No assembly required. He's active."

"Oh, damn it," Giles whispered as he removed his glasses

"He nearly killed us." Faith smiled at her boyfriend. "X got us out."

"Faith, the Judge, we, we must stop him."

Faith nodded at his comment. "I know."

"What can you tell us?"

Faith shuddered. "Not much. I, um... I kicked him. It was just like a sudden fever. If he'd got his hands on me..."

"In time, he won't need to," Jenny commented. "The stronger he gets, he'll be able to reduce us to charcoal with a look."

"Also," Xander put in. "Not the prettiest man in town."

"Ain’t that the truth," Faith shuddered. "Bet he never dated much."

Giles continued. "I better continue researching, must look for a weak spot. The rest of you should get to your classes."

"I'll go on the 'Net and search for anything on the Judge," Jenny volunteered.

"Thank you," Giles nodded.

* * *

Angelus shook his head at the Judge knelt in a corner facing a bunch of storage racks. Spike moved between him and the demon. "I'm not happy. The bloody Slayer is still alive. They know where we are, they know about the Judge. We should be vacating."

"Aye," Angelus agreed. "He’s not up to much is he," Angelus raised his voice so the demon would hear him.

"I am preparing," the Judge ponderously replied.

Spike rolled his eyes before turning to face the Judge. "Yeah. It's interesting to me that 'preparing' looks a great bit like sitting on your arse. When do we kill that bint already?"

"My strength grows, and with every life I take it will increase further."

Angelus stood. "So let's take some. I'm bored."

* * *

Xander slammed the book shut. "Nothing! This book mentions the Judge, but nothing useful. Big, scary, no weapon forged can stop him, took an army to take him down. Blah, blah, blah. We need some insight, a weak spot."

"Well, we're not gonna find it here," Jesse commented.

"What about the Judge? Where do we stand?" Giles asked as he walked in from the inner office.

"On a pile of really boring books that say exactly the same thing," Xander replied.

"Lemme guess: 'no weapon forged.'"

"Yeah," Faith commented, "or my personal favourite -'It took an army.'."

"Yeah, where's an army when you need one?" Willow glanced at him. "What?"

Xander grinned. "Whoa. Whoa! I... I think I'm having a thought. Yeah, yeah, yeah, that's a thought. Now I'm having a plan. I have a plan."

"Oh no," Cordelia commented. "And there’s proof things could always be worse."

He ignored that. "I think I may have a way to deal with this Judge guy."

"What do we do?" Jesse queried.

Xander looked at his friends. "I think I may need Faith, Cordelia, and Jesse for this one. And we need wheels."

"Care to let me in on the plan I'm a part of?" Cordelia demanded.

"No."

"Why not?" the cheerleader stood, with hands on her hips.

Xander grinned "Because if I tell you, then you won't do it. Just meet me at Jess's house in half an hour. And wear something trashy..." He stopped and looked at his best friend’s girl-friend. "Trashier."

"This is Versace!"

* * *

"Right face, hu! Double-time, hu! Left, left, left, left..."

Xander glanced at the marching troops through the mesh fence. "Wait here. When you see that window open get out the ladder, come up, we'll pass you the package, okay?" Jesse nodded. Xander leapt out and hurried towards the army base, Faith, dressed in her tightest leathers and tiniest midriff top, and Cordelia, clad in her smallest mini and a low-cut t-shirt, followed suit. Once he’d used a pair of bolt-cutters to cut through the fence, Xander squeezed through it, and turned to the girls. "The security here really is a joke. I should, uh, report it."

"Who am I supposed to be again?" Cordelia pressed him.

"You would be a girl," Xander replied, his voice lecturing as if talking to someone retarded. "Think you can handle it?" He winced when Cordelia stamped on his foot.

They sneaked along the side of the supply building, Xander looked out from behind some crates piled up there. The coast appeared clear, so they continued past a truck. A group of soldiers could be heard quickly marching by. Xander peeked out from behind the truck. He grimaced as he noticed a soldier stood outside the supply building. "Damn it," he turned to his girl-friend and Cordelia. "This is what I want you to do."

Cordelia’s eyes widened as he talked. "You have gotta be joking!" she hissed. "I’m not doing that!"

"You mean," Faith’s bottom lip quivered and her eyes filled with tears. "You don’t," his girl-friend sniffed, "feel the same way?"

Cordelia glanced from him to Faith in disgust. "Fine, I’ll do it. But no inappropriate touching!"

* * *

"Halt!" Faith stopped at the soldier’s shout. "Identify yourself right the hell now."

"Hey," Faith put a note of fear in her voice. "No need for the gun, just me and my girl-friend."

The soldier’s eyes widened as he stepped closer, looking from her to Cordy and back again. "Your girl-friend?"

"Yeah," Faith put a breathless note in her voice. Fuck, she was enjoying this, both the look on the soldier’s face and Cordelia squirming beside her. "Guns get her hot-." She groaned as Xander grabbed the soldier in a stranglehold from behind. Stepping forward she snatched the troop’s assault rifle from him. "Fuck X," she groused. "I was having fun."

"Glad one of us was," Cordelia muttered as she pulled away.

"He’s out," Xander declared. "Let’s get him inside so I can get the weapons."

* * *

"You stole a rocket launcher?" Giles stared in disbelief at the crate sat on the middle of his inner office desk.

"No weapon forged by man," Xander explained.

Giles smiled slowly. "Ingenious."

"Yeah, now all you have to do is show me how to use it."

"No." Both he and Faith looked towards Xander. "This is a complex weapon, I can’t just teach you how to use it in a couple of hours."

His Slayer’s mouth opened in protest but he beat her to it. "Xander, do you remember how to use it?" The young man nodded. "In that case you’ll be in charge of it. Don’t let us down."

"But I wanna make things go bang," Faith whined.

"I’ll let you use your Slayer strength to burst some balloons afterwards," he promised with a pat on the head for Faith. He jerked his hand away at his Slayer’s growl.

* * *

Faith looked around the deserted factory. "Fuck. Too late."

Giles looked around. "And we haven't a clue on where they would go?" Faith shook her head.

"Somewhere crowded! I mean, the Judge needs bodies, right?" Willow suggested. The red-head’s eyes widened. "The Bronze?"

"It's closed tonight," Xander put in.

"There's not a lot of choices in Sunnydale. It's not like people are gonna line up to get massacred." Cordelia commented.

Jesse raised a hand. "Uh, guys? If I were gonna line up, I know where I'd go."

* * *

Angelus smirked as he looked around the mall, noting with relish the long line of people at the refreshment stand in the middle of the mall and the milling crowds of customers moving from shop to shop. Angelus glanced at the Judge, his childe, grand-childe, and their minions. "You ready?" At the others’ nods, Angelus shoved the doors open and walked into the mall proper. A man coming up the stairs was grabbed by the Judge, an arc of energy emanating from the blue-skinned demon to the man. The man’s eyes widened even as he exploded into smoke, leaving behind a stench of brimstone. Angelus glanced at his minions. "Lock the exits, boys." He turned to the Judge even as the minions hurried to do his bidding. "It's all yours, Big Blue." The Judge smiled.

* * *

Faith scowled as the elevator open, the panicked screams reaching her just before she saw the carnage. "X," she winked at her boyfriend. "With me. G, Jess, and Cor, the rest of you in a group together. Stick together and damage control only. Me and X will handle the smurf."

"You mean I will," Xander smugly corrected.

"Shut up lover." Faith’s amusement died as she watched the Judge took a couple of steps down the stairwell opposite. "Let’s get down and stop him."

The Judge reached out, his energy arcs enveloping the ten or so people on the steps. Suddenly a crossbow bolt his the Judge in the chest, breaking his concentration. The arcs of energy disappear, and the people rushed away. The Judge grabbed at the bolt and pulled it from his chest. "Who dares?" he boomed.

"That would be me." Xander stood from behind the refreshment counter, the rocket launcher on his shoulder.

"You're a fool." The Judge replied. "No weapon forged can stop me."

Xander grinned. "That was then. This is now."

Faith saw the three master vampires exchange looks and begin to run. The Judge just glared at them. "What's that do?"

"Why don’t you find out?" Xander pulled the trigger. The rocket flew into the Judge just as the three vampires leapt off the stairway. The Judge disappeared in an explosion of flame and smoke. The mall’s customers began to scream and run. Bits

of charred Judge fall all around them.

Faith winked at X, bumping him with her hip. "Wicked cool babe," Faith scowled as she noticed something. "Be right back hon."

* * *

"You little bitch!" Angelus snarled as he charged her. "You ruined everything!"

Faith grinned through the sprinkling water and at the advancing vampire. "That’s what I’m here for lover!"

The growling demon threw a left hook at her head that she blocked on her shoulder before throwing a right that smashed into her rival’s chin, knocking him back a step. Anxious to press her advantage, Faith darted forward only to catch a foot in her chest.

The impact of the blow lifted her off her feet and sent her crashing into the hot dog stand, knocking both her and her trolley to the ground. Dazed, she could only watch as the Irish vampire swaggered over to her. "Not so cocky now are ya lass?"

"Neither are you!" The demon’s eyes crossed and he croaked when she slammed the point of her boot into his groin. Angelus dropped on his back. A vicious grin parting her lips, Faith snapped a leg off the hot dog stand before leaping to her feet. "You know," she drawled as she strode over to the groaning vampire, "you ain’t all tha-, shit!"

Faith cursed as another vampire slammed into her side, knocking her to the floor, she rolled with her fall, allowing the momentum to carry her back to her feet. She met her on-rushing attacker with a roundhouse kick to the face that sent him crashing into the wall behind her. Before the demon had time to react, she spun to face her and slammed her stake home. "Easy as." She turned to deal with Angelus only to see him disappearing out of the mall at the far end. "Aw fuck!"

"He get away?"

Faith spun around to face Xander. "Yeah," she nodded, relieved to see her honey and the others were okay.

"You’ll get him," Xander reassured her. Faith smiled wanly. But how many would die before that?

"I reckon you’re scared of this girl," one of his and Spike’s two companions declared.

Angelus raised an eyebrow, fighting to keep his temper under control. "Scared?" he took a sip of the whiskey that the waitress had put in front of him upon his arrival before replying, his eyes fixed on the vampires sat opposite. "I’m not scared of some bloody girl. I’ve killed three; William here’s the youngest of our kind to take one in one on one combat. Nah, I thought we’d share the glory around, give you the chance to kill her," he pushed his chair back and stood. "But if you don’t want to."

"Now, now, Angelus," soothed the other of his guests. "Lyle was just thinkin’ aloud. How much does the job pay?"

Angelus dropped back in his chair, hiding his glee at having fooled the gullible brothers. "Pay?" he shook his head. "You don’t get paid for killing a Slayer; it’s the glory of it."

"We’ve got expenses, blood, and stuff to buy," replied the vampire identified as Lyle.

He nodded towards Spike. His grand-childe threw a roll of notes onto the bar table. "There’s four hundred dollars there," Angelus declared. "Take it or leave it." He threw a photo of the Slayer onto the table. "That’s the girl."

Lyle’s eyes widened at the photo. "She’s real purty," the vampire nudged his companion in the ribs. "She’ll be fun."

"Yeah," Angelus stood, "enjoy yourself. Kill her slow."

* * *

"Why the bloody hell did you hire those two plonkers?" Spike demanded as he and his grand-sire left the thumping country & western bar just outside San Diego. "They’re typical yanks. Can’t walk and talk at the same time."

"Because they’ll get that bitch off our back for a while," Angelus smiled at him. "While she’s chasing them, she’s not chasing us. Give us time to regroup."

Spike smiled slowly. "I like the way you think."

Angelus slapped him on the back, knocking him forward a step. "Glad you approve Willy," Angelus grinned. "Shall we get ourselves some food before we go home?"

"I hope you’re not talking hot dogs?" Angelus laughed at his joke.

* * *

Faith whistled as she walked through the hushed graveyard, her two men, her pop and her love, flanking her. She stopped as she sensed something. "What’s up Faith?"

Faith didn’t look behind her at X’s voice. "Trouble."

"You’re right there girlie," two vampires dressed as cowboys stepped out of the shadows. Judging by their shared muscular builds and similarly rugged features, they had to be brothers. "Trouble’s here."

"Whooee!" exclaimed the other demon. "She’s even prettier in the flesh."

"In the flesh?" Faith squinted. How the hell would they have seen her other than in the flesh? Shelving the matter away as unimportant, she shouted to her companions. "G! X! Take the one on the right, I’ll take the left."

Assuming the others were obeying, Faith bounded forward, lunging under the demon’s overhead right and smashing her own right into the demon’s well-padded stomach, knocking him back a step. She threw a kick at her rival’s crotch but he blocked it on his thigh. "Well, you're a rough one, ain't cha! I like that!"

"Glad to oblige pardner," Faith drawled as she blocked a right hook to her head only to be grabbed by her elbows and flung into a gravestone, shattering it. Wincing at the pain in her lower back, she kicked the vampire off as he rushed in and jumped to her feet, fists held ready. Before the vampire had chance to react, she leapt into a spin kick, catching him on the jaw, knocking him to the ground and his Stetson into the air.

The demon rolled up, his vampiric face showing. Catching the hat in mid-air, he glared at her. "Brother! We’re leaving!" Her rival pointed at her. "This ain’t over!" he blustered before fleeing.

"Oh, sure. They *say* they'll call." Faith glanced at her guys, a smile spreading across her face as she realised her two companions were okay.

* * *

"Should," Willow gasped as Amy kissed her, "we be," she moaned as her illicit girl-friend stroked her hair, "doing this?

Her partner pushed her against the janitor’s closet wall. "Anything this good can’t be wrong."

Willow wriggled free and turned the light on. "Maybe we should come out, tell everyone?"

"You mean come out of the closet?" Amy grinned.

"I’m serious," she straightened her clothes. "If Jonathan found out the wrong way, he’d be destroyed."

"And if we told him the right way, he wouldn’t?" Amy countered.

* * *

"S-E-X. Sex." Mr Whitmore turned to face the class. "The sex drive in the human

animal is intense. How many of us have lost countless productive hours plagued by unwanted sexual thoughts and feelings?"

"Yes!" Faith groaned as her boy-friend raised his hand. "Mm-hm."

"That was a rhetorical question, Mr. Harris, not a poll," Mr. Whitmore shook his head. A giggle ran through the class and Xander sheepishly lowered his hand.

"Oh." Xander winced as she elbowed him in the ribs, then withered at her glare.

Whitmore continued. "Of course, for teenagers such as yourselves these feelings are even more overwhelming. With all sorts of hormones surging through your bodies, compelling you to action, it's often difficult to remember that there *are* negative consequences to, uh, having sex. Would anyone care to offer one such consequence?"

"Right now, I’m thinking dating a Harris," Faith muttered.

Cordelia raised a hand. "Well, that depends. Are you talking about sex *in* the car or *out* of the car?" Mr. Whitmore looked confused. "Because I have a friend," Faith sniggered at Jesse’s reddening face, she’d heard this story before, "not me, that was in a Miata parked at the top of the hill, and then she kicked the gearshift, and, and..."

Mr. Whitmore coughed. "Yeah, I, I was thinking of something a little more commonplace, Ms. Chase."

"How about dating a guy who thinks the Hoover technique is a *big* turn-on?" Cordelia added. Jesse groaned. Faith’s grin widened. And she thought she knew all there was to know about sex, this was turning to be real educational.

"Yes," Mr. Whitmore looked nervous. "Now. Another consequence of sexual activity? Anyone?" Cordelia raised her hand again. Whitmore gulped. "Uh, anyone else?" Willow raised her hand. Whitmore beamed. "Miss. Rosenberg?"

"How about pregnancy? That would be a major one, right?"

Mr. Whitmore wiped his forehead with the back of his hand. "Thank you Ms. Rosenberg! Among teens unwanted pregnancy is the number one negative consequence of sexual activity. So, as discussed last week, I present you with..." Whitmore pulled a cloth off a tray revealing some eggs. "...your offspring. As most teens who get pregnant end up as single parents, you will work singly taking care of your offspring. I’ll expect a full diary detailing feedings etc."

* * *

"Success!" Giles hurried out of the stacks carrying a book. "Our playmates are fellows of some repute apparently." Her Watcher moved to set the book on top of Faith's egg. She quickly snatched it away. Her friends looked on in wide-eyed horror. G pointed at a picture in the book. "That's, um, Lyle Gorch, and that one's his brother, Tector. They're from Abilene. They were Civil War guerrillas who made their reputation by massacring an entire Mexican village in 1864."

"Friendly little demons," Jesse commented.

"That was before they became vampires." Xander and Jesse gulped simultaneously. "But, the good news is that they're not amongst the great thinkers of our times. I doubt if they're up to much. They're probably just drawn here by the Hellmouth's energy."

"But what about what they said?" Faith said, "about seeing me in the flesh."

"I imagine you’re quite notorious in demon circles," Giles commented. "Perhaps information has circulated about you."

"'Nuff said! I propose Faith slays 'em. All in favour?" Xander raised his hand.

Jesse raised his hand. "Aye!"

G shook his head. "I don't think you should underestimate them. I mean, you may

need to have some help if," G trailed off, his eyes fixed on the eggs. "Why do you

all have eggs?"

"Uh," Faith looked at the egg. "To teach us responsibility."

"Responsibility?" G looked at Jesse and snorted. "I see an F in your future Mr. McNally."

* * *

Tector looked around the dreary tunnel that was currently their base. "I'm tired of rat. How come we can't stay in a nice place? A motel or something'"

Lyle looked at him. "'Cause we got to keep a low profile till we get this Slayer business taken care of."

"Well, how come we’re doing Angelus’ work for him?" he pressed.

Lyle pushed away from the wall he was slouching against. "Tector. You gonna be pesterin' me with these questions all damn day?"

"I just don't like it here. Ain't a decent whore in the whole city limits." Tector moaned.

"This is the thanks I get?" Lyle growled. "Don't I take care of ya? Didn't I near raise ya myself? Burden that you were, maybe I shoulda left you on that doorstep when Momma blew town."

"Don't say that, Lyle," Tector shook his head.

"Now I'm takin' care of this," Lyle continued.

"You afraid of the girl?" Tector probed. "That little thing."

"I'm just playin' it safe. We're just gonna follow her around a little while, find our time. 'Cause this ain't over."

Tector smirked. "I think you *are* afraid of the Slayer."

Lyle growled. "Right. I'm gonna beat you like a redheaded stepchild. Throw your ass out in that sunlight. C'mon."

Tector moved into the centre of the tunnel. "You think you can?"

Lyle’s eyes flashed. "Giddy-up, son." His brother was adjusting his hat and coat just as he swung catching Lyle squarely in the jaw. Lyle looked at him, nodded and punched him hard in the face.

Tector had to take a couple of steps backward to keep from losing his balance. He laughed. "Oh, man!" He came back and punched Lyle in the gut.

Lyle doubled over for an instant, then straightened up and gave Tector a wide smile.

"Yippe-ki-yay, matey!" Tector grinned back, now he was having fun.

* * *

"Oh... Oh, God.." Faith’s head thumped as she leaned over and knocked her Disney alarm clock to the ground. "Crap," she hadn’t had a head like this since her first hangover five years ago. Groaning to herself, she stumbled towards the bathroom.

When she made her way downstairs, she found G sipping his tea in the kitchen. Her Watcher smiled at her. "Toast Faith?" She shook her head. Her Watcher’s brow furrowed in concern. "Are you alright?"

"Feeling crap."

"Oh," Giles looked at her again. "You have a test today? I find Slayers only seem to get ill on schooldays with tests."

Faith glared at the Englishman. "Funny G, keep ‘em comin’."

Giles smiled. "How's the parenting going?"

Faith shrugged. "Fine, I guess." Dumbest thing ever in her opinion, not that anyone ever asked her. "Being Momma Egg’s a real pain."

G raised an eyebrow. "Wait till it starts dating. That’s when the problems really start."

"Funny G," Faith growled. "A real laugh riot."

"I do hail from the land of Monty Python, Carry On, and Fawlty Towers," the Englishman smugly reminded her.

* * *

Giles stopped as he walked out from the stacks to see Faith and her companions looking up at him from the bottom of the steps. "Oh! Why are you all hanging about? Don't you have classes to go to?"

"Teen health got cancelled," Xander grinned. "Mr. Whitmore's out. Couldn't find an egg sitter or something."

"Can you give me a hand then?" Giles queried.

"No." Jonathan, Amy, Faith, and Willow replied in unison before sitting on the steps.

"Sure!" Xander and Jesse bounded up the steps and began sticking books haphazardly into the shelves.

Realising he’d have to re-organise those shelves later, Giles shook his head before looking with concern towards Faith and the others. "Faith, you and the others, do seem a little sluggish. Are you quite sure everything's alright?"

Jonathan shrugged. "Maybe something we ate."

"Or perhaps it's the burden of parenthood." Jesse commented. "Notice how seriously

you two have taken this egg thing." Giles squinted as the youngsters clutched their egg baskets protectively.

"While we have, chosen a," Xander took his egg out of his shirt pocket, "more balanced approach." Faith’s beau began to toss the egg from hand to hand.

Willow paled. "Xander, maybe you shouldn't-."

"See, that's exactly what I'm talking about." The young man lectured. "You can't stress over every little thing! A child picks up on that. Which is a one-way ticket to neurotic city. Or worse," the youth grinned at him. "A career as a demon-fighting librarian." The girls and Jonathan gasped as Xander missed a catch and the egg fell to the floor. Gripped by the others’ fear. Giles yelped too, but then stared at the egg curiously, noticing it was unbroken.

"It didn't break!" Jonathan glared from the egg to Xander. "How come it didn't

break?"

Xander shrugged. "Which is another secret to conscientious egg care that me and Jess discovered last night: pot of scalding water and about eight minutes."

Willow’s eyes widened. "You boiled your young?"

"Willow?" Jesse lifted his egg. "It’s an egg?"

"Yeah! I know it sounds cruel, but sometimes you gotta be cruel to be kind! I mean, you can bet that little Xander here is thick skinned now."

"Not unlike his father," Giles muttered before raising his voice. "Technically that would be cheating, yes?"

Xander shook his head. "No! It's like a short cut. You know, when you run a race?"

"That would also be cheating," Faith commented.

"You should both be ashamed," Amy shook her head.

"And yet strangely I’m not." Jesse defended.

Sensing a major argument about to break out, Giles interjected. "I suppose there is a sort of... Machiavellian ingenuity to your transgression."

"I resent that!" Giles stared with eyebrow raised at Jesse. "Or possibly thank you."

At that point, Cordelia walked into the library. "Hey guys, what evil fiends are we battling today?"

"Apart from you?" Xander called out.

Cordelia shot Xander an ice-cold glare. "So how’s the parenting going?"

"Xander and Jesse boiled theirs!" Willow exclaimed, her tone redolent with outrage.

"My Jesse thought of that, Xander’s not smart enough for that." Cordelia declared.

"Hey!"

"You’re not going to tell him off?" Amy spluttered.

"Nope," the head cheerleader shrugged. "After all I threw mine down the drain. I’ll get a new one for the class, fake a diary."

"That’s cheating!" Willow declared.

Cordelia beamed. "I think we’ve covered that Willow."

* * *

Kevin Jane walked through the school’s darkened corridors, the light from his torch leading the way. He stopped at each door, checking to ensure they were locked. "What’s that?" he muttered at the sight of the basement door ajar.

Whistling to himself, he walked over and walked down the steps. He reached for the light switch but it didn’t turn on. "Damn electrics," he grunted. "Snyder’s too cheap to pay the bills."

He continued into the room, brow furrowing as he noticed the boiler was on. "No wonder our taxes are so high," he groused as he made his way over only to stop when saw a huge hole in the far wall only partially concealed by a stack of barrels and boxes. Suddenly nervous, he crept over to investigate, his torch held ready to club any intruders he found. Finding no one there he heaved a sigh of relief before shoving the boxes aside and climbing into the hole to investigate further.

Hearing a footfall behind him, he spun around to see the missing teacher, Whitmore was his name, rising up behind him, swinging a pick handle.

* * *

Xander scratched at his stomach as he sat on the wall outside school awaiting Faith’s arrival. His stomach growled. "Yeah I know you’re empty," he opened his lunchbox, "oh mom, wheat-grain?" His eye caught his egg. "Sorry, Junior, but pop's gotta eat." He tapped his egg a few times on the wall next to him and then rolled it back and forth under his hand. "I can always get another one," he comforted himself. Looking up, he grinned at Faith and G-Man’s approach. "Hey."

G-Man stared disapprovingly at him. "Is that your assignment Xander?"

"Sure is," he held up the egg, ready to take a bite. His eyes widened at the thankfully dead purplish-grey creature inside it. "Eeep!" He screamed as he tossed it away from him.

G-Man leapt backwards as the egg landed at his feet. "Good lord."

"Yeah," Xander nodded. "That just about covers it."

* * *

Xander tapped his fingers on the table as he, Jesse, Cordelia, and Faith looked at the hatchling laid out in a dissection tray. "Can I just say Gyughhh!"

"I see your 'Gyughhh!' and raise you a Nyaghhh!" Jesse replied.

"What is it?" Cordelia asked from her hiding place behind Jesse.

"We don't know what it is, Cordelia, that's why we're here. Capisce?" Xander retorted.

"'Capisce'? What are you, world traveller now?" Cordelia sniffed. "I don’t see you as Euro-Trash, well," the brunette cheerleader sniffed again. "You’re half-way there."

Xander was saved from having to think of an answer by Willow’s entry into the lab.

"Hey, where's G? I know he won't wanna miss this," Faith asked.

"He said to get started. He'll be by as soon as possible." Willow glanced at the Slayer. "Are we ready?"

Faith nodded. "We’re ready." Xander had barely time to blink before Faith’s fist smashed into his jaw.

* * *

Giles hurriedly looked through his texts focusing on any egg-based beasts. His mouth dried as he stopped at a drawing. "And that would appear to be mummy," he muttered. "Good lord, it’s huge." He looked up at the sound of the door to his domain opening. "Oh hello, Amy, Jonathan." He nodded at the two approaching youths. "It seems that we have a situation."

"We know" Amy said.

"Oh excellent. Faith and the others are in the lab dissecting the hatchling, perhaps you could help me here." Sudden pain exploded in his neck and then nothing.

* * *

"Whoa," Xander groaned as he awoke, the thudding ache in his head and throbbing in his jaw combining to make him nauseous. "What hit me?"

Cordelia snorted. "Your girl-friend, wuss. Beaten up by a girl, why am I not surprised?"

Xander stared up blearily at the cheerleader. Even as he was about to point out that the girl who’d beaten him up was the strongest person in the world he noticed they were in an utility closet. Which meant he was in a way too enclosed place to be with Cordelia. "What the hell," he winced as Jesse pulled him up to his feet, "is goin' on?"

Jesse looked around the room before trying the door. "Something to do with the hatchlings, I'm sure of it." His friend and fellow member of the ‘We Hate Cordelia Club’, at least until she’d grown a pair and Jesse had lost his, tried the door. "It’s locked."

"Are they possessed?" Cordelia queried.

"I don't know." Xander shrugged. "But they sure wanted us out of the way."

"Well, why not kill us?" Cordelia asked. "Why, uh, why drag us in here?"

Jesse gulped as he looked over his shoulder. "Oh I could hazard a guess."

Xander and Cordelia followed Jesse’s gaze. Xander’s blood chilled as he saw a trio of rocking eggs on the floor. "Bad now."

"Oh, it’s just three eggs," Cordelia went to stamp on the eggs only to stop. "Wait, these shoes cost me three hundred bucks." He watched as the cheerleader snatched a toolbox off a shelf and dropped it onto the three eggs. The resulting crash sent pain jarring through his head but also completely crushed the eggs. "It’s tool-time!" Xander and Jesse stared incredulously at the cheerleader. "What I can’t make quips too?"

Jesse shook his head. "That’s usually our department," he commented before kicking the door open at the lock. "What next?"

Realising both of his friends were looking at him, Xander shrugged. "The library?"

* * *

"G-Man!" Xander glanced at his companions as they hurried into the apparently deserted library. "You two check the stacks, I’ll check the inner office!" Xander raced into the inner office but found nothing, running out, he looked up at his companions only for them to shake their head. "He must be out somewhere."

"Well, he picked a helluva time to get a life," Cordy commented.

"Somehow I doubt it’s that," Xander commented.

"Yeah," Jesse agreed. "I mean Giles with a life? What are we gonna do?"

"We can't fight these things until we know something about 'em," Xander said.

"Alright, Willow said something. Uh, a name. What was it?" Jesse queried.

"That’s right!" Xander exclaimed. "A bozo!"

"We’re not at a Harris family reunion," Cordelia snapped. "It was a bezoar."

"That's it! Okay, so now... we look it up?" Jesse asked.

"Yeah," Xander looked at the table, noting the books lying open there. "Giles said he was gonna try to find something..." He took the book on top and turned it around to look at it to see a sketch is of a disk-shaped, tentacled monster.

"And I'd say he found something," Cordelia commented.

Jesse moved over to them only to stop and look down at the floor. "Oh crap." Xander grimaced as he followed his friend’s gaze to see a shattered egg shell. "I'd say something found him."

"Pre-pre-historic parasite. The mother hibernates underground, laying eggs. The offspring then attach themselves to a host, taking control of their motor functions through neural clamping.'" Cordelia read out.

"'Neural clamping.' That sounds fun," Jesse commented. "So, our people are taking orders from the mama bezoar. Which begs the question..."

"What does Mama want?" Xander finished.

Cordelia nodded. "And how do we-."

"Somebody help me!" After exchanging looks, they leapt up and raced out into the corridor to see Scott Hope writhing wildly on the floor with a hatchling on his back. "Get this thing off me! Get this... Somebody help me! Help!"

Even as they reached their fellow student, he stood. "Are you okay?" Xander asked cautiously.

"I'm fine. I slipped," Scott explained before walking off.

"I think I hear mommy calling," Jesse commented..

"Uh-huh." Xander nodded. "Let’s follow."

"Gee, you think?" Cordelia scoffed.

Scott led them into the boiler room and they around a newly created hole in the wall to see Scott heading down the tunnel. "Do we really wanna go in there?"

Xander looked to Jesse. "We really don't."

"Saving the world’s down to us," Cordelia pointed out.

Jesse gulped. "World’s screwed." They continued down the tunnel to find a digging and egg gathering activity in full flow, Faith, Will, and the others all there. "What are they digging up?"

The blood drained from Xander’s face when he noticed the pink mother bezoar in the pit. "You just had to ask didn’t you?" he remonstrated.

"Everyone blames me," Jesse muttered.

"That’s because it’s usually your fault dear," Cordelia pointed out. "We can't let them spread those eggs."

Xander opened his mouth to reply. "Well lookee here, it’s the Slayer all helpless."

Turning, he saw the two Gorch brothers. "Oh crap. Guys, this really isn't a great time," Xander stared at the vampires.

"Who are they?" Jesse asked.

"The Gorchs," he explained.

"Really?" Cordelia squawked. "They look like the vampire version of the Beverley Hillbillies!"

"Hey!" Tector exclaimed.

"You two deal with them," Xander ordered as he noticed something out of the corner of his eye.

"Say what!" Cordelia screeched.

"Or you could take on the mummy?" Xander queried.

Jesse gulped. "Vampires it is in then."

* * *

"You’re purty," one of the vampires commented.

"So," Cordelia arched an eyebrow. "Not completely brain-dead then."

The demon shook his head. "In ma day, a girl knew her place."

Cordelia smiled. "And I know mine. Kicking your ass." The cowboy laughed before charging her. She instantly sidestepped the attack and pulled the cowboy’s Stetson off his head, placing it on hers. "Well lookee here pardner," she taunted.

The demon spun around to face her, his face contorted in anger. "Give me ma hat."

"Sorry," Cordelia warily watched the vampire. "I think it’s going to be the new fashion."

The demon roared and charged her again, throwing a right that she ducked under, her face contorted in thought. She was faster and thanks to Elektra’s influence, a better fighter than she’d been before but if he caught her with just one punch – well she was no Slayer.

Even as she thought that she noticed a broom handle lent against the near wall. Leaping to her right, she snatched it up, broke it into two over her knee, and flung the other half towards her battling boyfriend. "Jesse!" Her friend snatched the makeshift stake out of the air. Cordelia hefted the makeshift stake and grinned at the advancing vampire. "Looks like I’ve got wood for you." Oh god, Cordy grimaced, now she was even starting to talk like Faith. "She’s a bad influence!"

* * *

Seeing Jack O’ Toole, Xander hurried over to the oblivious school bully and went through his pockets. Finding what he needed, he took the item, hurried out of the tunnel and back to the main basement. Taking one of the portable gas furnaces, he hurried back into the inner hole, wincing slightly at the state of the fight between his two friends and the two vampires. It wasn’t going well.

Telling himself it would be only a few seconds before they’d have Faith back to help them, he dragged the furnace to the edge of the monster’s gaping mouth and throwing it in. Muttering a quick prayer, he lit the lighter he’d stolen from O’Toole and flung it into the beast’s mouth before diving to the ground. "Fire in the hull!"

* * *

Out of the corner of her eye Cordelia saw Jesse stake the other vampire. A half-second later the room shook and the beozar let out a scream before vomiting out flame. "Oh no!" Shocked by the explosion, Cordelia fell to the ground, the impact driving the air from her lungs.

She looked up fearfully at the still standing vampire. The demon sneered. "Look’s like I get to show you who’s boss."

"Yeah," Faith growled from behind the demon. "That would be me." The monster’s mouth opened in shock before exploding into dust. Faith smirked at her. "Hey C, you forget who’s the Slayer around here?"

* * *

"You did it!" Faith hugged Xander, possibly cracking the young man’s ribs with her enthusiasm. "You saw him G?"

Giles smiled at his Slayer. "I did indeed. All three of you did well. Now, Jesse, Xander could I see you in my office." He looked at the other youths. "They’ll meet you later."

Gesturing to the youths, he led them into the office. Giles looked at the two young men stood before him, noting their nervousness. "Do you know why I’m always hard on you?" he finally asked.

"I always thought- oww!"

Xander stamped on Jesse’s foot. "No sir," the youth said in an unusually respectful voice.

"It’s because while Faith has her duties to execute which she does admirably and the others pay vigorous attention to their studies, neither of you do so." Giles looked down at the papers he’d taken out of Snyder’s office a few weeks before. He’d been meaning to confront them, but had continually put it off. But no longer. "You’re both D students, and yet you’ve repeatedly shown far more intelligence and initiative than that. Why don’t you do better in class?" Both boys shrugged. "Well I expect better from now on, do you understand?"

"Yes sir." The youths chorused.

Giles nodded. "Excellent. Now get out of my office," he allowed himself a thin smile. "I believe you have a glorious victory to celebrate."

"Just think, our first Valentine’s Day as dating men!" Xander enthused as they swapped and read comics in his room.

"Yeah, and not just dating men, men dating two of the hottest girls in sch-," Jesse stopped. "Hey! I was dating Cordelia last year!"

His best friend grimaced. "Don’t, the wound of you deserting the ‘I Hate Cordelia Club’ is still raw."

Jesse scowled at his companion. "Are you and her ever going to get on?"

Xander smirked. "Wouldn’t bet on it."

"It would make my life easier," he pleaded.

"True," his friend nodded, his smirk widening. "But where would be the fun in that?"

Jesse shrugged and sighed, giving up on the discussion that he’d had a ton of times over the past year. He reached into the drawer and pulled out a long jewellery box. "What do you think?" he passed the box over to Xander.

"Oh I’m touched," Xander mock-cooed. "And we’re not even dating! Yet."

Jesse rolled his eyes. "For Cordelia?"

His friend chuckled. "I’m kinda relieved but also disappointed." His friend gasped as he opened the box to see the golden ruby bracelet inside. "That must have cost a bomb! How did you afford it!"

"Lots of extra shifts at the car wash," he scowled at the work he’d put in. "But do you think Cordelia will like it?"

His best friend shrugged. "I don’t know. You’d be best asking Faith about jewellery."

"Does she wear jewellery?" he grinned. "Well except for knuckledusters."

"Funny guy," his friend playfully punched him in the arm. "I’ve got to admit I’m nervous about tomorrow."

"Really?" Jesse couldn’t help but feel surprised. Xander and Faith were so into each other.

Xander shrugged. "Well, this is new territory for me. I mean, my valentines are usually met with heartfelt restraining orders."

Jesse grinned at his friend’s comment. "Lucky for you Faith’s not fussy. And that I’m taken."

* * *

"Are you looking forward to tomorrow?"

"What?" Faith shrugged as she stood after Slaying a vampire. "What’s tomorrow?" Her Watcher raised an eyebrow. "I guess," she admitted. She been sexually active for years now, but had never actually dated, and she had to admit she was more than a little nervous about her and X’s first Valentine’s together.

"I’m sure it’ll be fine," her surrogate father reassured her. "Xander knows how to treat you."

"And if he doesn’t?" Faith grinned.

"Why it’ll be my duty to give that young scoundrel a horse-whipping," her guardian replied with a wink.

"Oh, goody can I watch?"

* * *

Mr. Chase stared at his daughter stood at the other side of his desk. So beautiful and spirited. So wilful. "I had a meeting at the yacht club yesterday. With Harvey Kendall, he informed me that according to his daughter, you’re still dating that McNally waster-."

"He’s not -."

"Don’t interrupt!" he snapped. "That McNally will never amount to anything, he’s not good enough for you. This ends now!"

His daughter’s eyes filled with tears. "You can’t-."

He slammed his palm onto his desk. "I can do what I please! You dating one of those McNallys is making me a laughing stock. It ends now! If you don’t break up with him, your trust fund goes, understand?"

His daughter meekly nodded. "I understand."

* * *

"When are we going to do something about the Slayer?"

Angelus rolled his eyes at Spike’s moaning. "Patience you arse," he growled.

"Daddy’s got plans," Drusilla trilled. "Such wonderful plans! All blood and gore, spleens and livers!"

"Yeah that’s great luv," Spike drawled before dropping his fag and stamping on it. "Little hazy on the details though."

"Well," Angelus smiled. "That little cow’s proven to be a real pain in the arse for us. Killing her quickly would be too easy. I ever tell you about Holtz?"

"Yeah," Spike’s eyes momentarily narrowed. Suddenly his grand-childe grinned. "Her mates? You’re going to kill them first?"

"Her friends, her boy-friend, and then finally that Watcher of hers," Angelus confirmed. "By the time we’ve finished with her she’ll be begging to die." He vamped out at the vision his words conjured up.

"But we won’t let her?" Drusilla asked.

"Not at first, no," he confirmed.

* * *

Jesse took a breath as he entered the Bronze, seeing Cordelia sitting alone at a table. "Just go over."

He jumped at Faith’s voice beside him. "Give a guy a warning before sneaking up on me!"

"Don’t be a baby," Faith pushed him in the back. "Pony up and go over. Jeez," the Slayer shook her head. "First I give you advice on clothes, now I’m giving ya moral support. I’m turning into a freaking agony aunt." Faith grinned as Xander entered. "Hiya hon, I’m waiting for Jesse to find his balls."

"Good luck with that," Xander commented before shouting. "Does anyone have a magnifying glass!"

"I can take a hint." Taking another breath he looked over to see Cordelia rising and walking to him. Not wanting to do this in front of his friends, he hurried over to meet her. "Hey."

"Your clothes... You look so good."

"Oh. I let Faith dress me."

"Doesn’t she usually undress guys?"

"Well, not physically."

"Perfect." Cordelia looked upset. "You had to make this harder, didn't you?"

Shaking his head in confusion, he continued. "I've been thinking a lot about us lately. At first me and you were like a dream, me getting with the girl I’d fantasised about for years. But then I found out the reality is even better." Jesse swallowed. "So..." He took out the jewellery box and passed it to his girl-friend.

"Jesse," Cordelia breathed as she opened the box and took out the necklace. "Thank you. It's beautiful." His girl-friend tore her eyes away from his gift to look at him. "We have to break up."

Jesse gaped. "Okay, not quite the reaction I was looking for."

"I know. I'm sorry. It's just... Who are we kidding?" Cordelia shook her head. "Even if parts of us do see specialness, we don't fit."

"Great," Jesse turned away from the woman, his eyes tearing. After a second he’d regained enough control to turn back to the cheerleader. "Do you know what's a good day to break up with somebody? Any day besides Valentine's Day! I mean, what, were you running low on dramatic irony?"

"I know. I didn't mean to do it this way. I..."

"Forget it!" Spinning around from his girl-friend, he stormed out.

* * *

"What the fuck!" Faith looked towards her boyfriend when Jesse turned and rushed out of the night-club. "You take Jess, I’ll," she watched Cordy charge towards the toilets. "Talk to C."

"Sure."

The moment she entered the toilet, Faith turned to the three girls gossiping by the basins. "Out." One of the girls opened her mouth. Faith raised an eyebrow. "Now." The girls ran for the door. "Hey C," she knocked on the only closed stall door. "What did dipshit say to piss you off? Do I need to break his knees?"

"I…I told him," Faith was alarmed to hear the sniffle in her best friend’s voice. "We have to break up."

"Say what?"

"We could never work," Cordelia sobbed. "Different worlds."

"You gonna open up so we can talk face to face?"

"No."

"Five by five." Faith leapt upwards, grabbed hold of the top of the toilet door and dragged herself over to drop inside the cubicle beside her red-eyed friend. "Different worlds, if that isn’t that lamest shit I’ve ever heard."

Cordelia’s glare lacked its usual power. "It’s no big deal."

"Oh bullshit," Faith scoffed. "Then why ya bawling like a big baby?" Faith scowled. "Say, did he do something, say you had to do some crude shit to get your present?" That had happened to her before, but if Jess thought he could get away with that now…

"NO!" Cordy’s eyes widened in horror. "Daddy said that unless I wanted to be cut off I had to dump Jesse-."

"And you did it?" Faith couldn’t believe what she was hearing. "C, you’ve told me a shit-load of times how Jess is way better than the snooty asses you’ve dated in the past. You’re just gonna roll over on him for your dad?"

"You don’t understand!" The cheerleader barged past her and ran out.

* * *

"Papers on my desk. Anybody tries to leave without giving me a paper is looking at a failing grade," Mrs. Beakman warned as the bell rang.

"Hey Jess," he looked up from his inspection of the desk to see Faith looking at him with concern. "You wanna hang with me and X after school -."

"Not interested," he snapped. He didn’t need anyone’s sympathy.

"Fine!" Faith’s eyes narrowed as she stood. "Just trying to be a friend."

"Faith," his voice trailed off as the Slayer stormed off. "Great," he muttered, "way to alienate your best friend’s girl. You’re really on a roll right now."

He started to stand only to notice one of the Goths, Michael, staring at the teacher. A moment later Mrs. Beakman smiled at Michael and gestured as though she was accepting a paper from him. "Thank you, Michael."

Jesse smiled slowly as an idea occurred. Slamming his paper on the desk he hurried after Michael, grabbed his fellow student by the arm and dragged him into an empty classroom. "What are you doing?"

"Good to see you," Jesse said. "You're a warlock."

Micheal looked at him. "What are you talking about?"

"I saw you working that mojo on Ms. Beakman." Jesse shrugged. "Maybe I should go tell somebody about..."

"You can’t do this!"

"Blackmail is such an ugly word," Jesse agreed.

"I didn't say anything about blackmail," Michael countered.

"I thought I’d be up-front about this."

"Fine!" Michael scowled. "What do you want?"

Jesse grinned. "What do I want? I want some respect around here. I want, for once to come out ahead. I want the Hellmouth to be working for me. We’re going to cast a love spell. The basic can't eat, can't sleep, can't breathe anything but little old moi."

Michael shook his head. "Those spells are the hardest! I mean, to make someone love you for all eternity?"

"Whoa! Back up!" Jesse took a step back and waved his hands. "Who said anything about eternity? A man can only talk fashion for so long before his head explodes."

"Well, then I don't get it. If you don't wanna be with Cordelia forever, then what's the point?"

"The point is I want her to want me. Desperately. So I can break up with *her* and subject her to the same hell she's been puttin' *me* through."

Michael grinned. "I wouldn’t mind seeing Chase being put through that. But I'll need something of hers. A personal object."

"Wait here," Jesse smiled. He hurried back into the corridor to see Cordy approaching. The cheerleader’s eyes widened, she pivoted and hurried away. Jesse rushed over to her, blocking her path. "Oh don't flatter yourself. I'm not gonna make a big scene. I just want the necklace back."

"What? I thought it was a gift."

"No. Last night it was a gift. Today it's two months of wasted shifts. But at least I can get a refund."

Cordelia’s eyes filled with disgust. "You're pathetic!"

"Clock’s ticking," Jesse replied. "I know you were figuring on working your way through the male population of Sunnydale and getting a keepsake from each of them, but hey, you’ll have to find another way to pay for college."

"It’s in my locker."

"Get it."

"Fine!" After another glare his ex strode over to the locker and returned a minute later. "Happy?" she snapped as she dropped the necklace into his palm.

"Delirious." He returned to Michael. "This do the job?"

Michael nodded. "We’ll do it tonight."

* * *

Jesse walked into the school lounge, seeing Cordelia and her friends sitting at a table, he strutted over, rested a hand on the table, and lent on it before smiling. "What?" Cordelia looked up at him.

"Morning, ladies," Jesse looked at the other girls before returning his gaze to Cordelia. "Some kind of weather we've been having, huh?"

"What do you want? You can't be sniffing around for more jewellery to melt, because there isn’t any." Shaking her head, Cordy looked down at her magazine.

"Is this love? 'Cause maybe on you it doesn't look that different."

"Am I going to have to get a restraining order?" Cordelia sneered.

"Sorry. My mistake." Jesse stumbled away, realising the spell mustn’t have worked.

* * *

"Hey Faith," Jesse nodded to the Slayer as he entered the library. "Sorry about yesterday. It was -."

"Yeah." Faith stood. "I heard about you and Cordy. That's her loss."

"Yeah. Not really the popular theory."

"You know what?" Faith sat on the edge of the table. "You need anyone to talk to, I’m there bud."

Jesse blinked. "Really?"

"Yeah." Faith nodded. "We can comfort each other. Tell each other about our lousy partners."

"Lousy partners? What’s Xan done?" Jesse asked.

"Nothing." Faith shrugged. "He’s not you is all."

"Right…" Jesse gulped. Something was very wrong. "It’s a great offer," he lied. Horny Faith, he doubted there was anything more frightening. Alright there was horny Cafeteria lady but that was for different reasons. "I’ll take a rain-check, I’ve got some stuff to do."

"Spoilsport." Faith pouted her heart-shaped lips and fluttered her long eyelashes. "But I’ll keep you to that."

Jesse forced a smile. "Look forward to it." He had to find Michael and fast.

* * *

"Damn it! Damn it!" Jesse hurried into his bedroom. On the way home he’d been harassed by a female crossing guard and a blind woman and her guide-dog. "Being Elvis isn’t all I thought it would be." Calming himself, he locked his door and turned towards his bed. "Oh hell!"

Willow and Amy climbed out of his bed wearing nothing but a pair of bedshirts that barely covered their torsos. "We thought we’d surprise you," Amy explained.

"Congratulations," Jesse reached behind himself to unlock the door. Maybe he’d be safer sleeping under the house. Then again there was Faith, he gulped. Maybe there was an abandoned bomb shelter somewhere in town. "It worked."

"We thought," Amy put her arm around Willow’s shoulders. "We could have a little fun together."

Jesse’s eyes widened as his mind was engulfed with images. "What would Jonathan say?"

"He’s not a real man," Willow said, "not like you."

"Ah, ug, ah." Jesse stuttered. "Thing is there’s a spell at work. You don’t really -."

"You don’t know what you’re missing," Amy grinned at him. His eyes bulged when Amy peeked down Willow’s top. "Oooh nice"

Willow giggled as she stroked Amy’s hair, her eyes fixed on him. "You can watch us together. Sort of a prelude to the main event," Jesse felt his breath shorten and his hands begin to sweat. "How long have we been friends?"

"A long, long time. Too long to do anything that might change that now," he babbled.

Willow waggled a finger at him. "Friendships change all the time. People grow apart. They grow closer."

Jesse gulped. "I kinda like the status quo."

The two girls approached him, moving in a pincer movement. "We want you Jesse. To be our first," Amy said. "We want to be your girls."

Heart thumping, Jesse backed into the door. Both girls began to rub their hands up and down his chest. "We know it's right," Willow leaned into kiss him.

"Will, you have a boyfriend," Jesse pulled his head away. "And even if you didn’t you’re under a spell."

"Oh," he squealed when Amy groped his groin. "Playing hard to get."

"I-I don't wanna use force," he warned.

"Force is good," Willow giggled. "If we’re naughty girls maybe you should spank us."

"Okay," Jesse snapped. "Th-that's it! This has gotta stop. It's time for me to act like

a man." He quickly opened the door. "And run and hide!"

* * *

Jesse peeked through the corridor door, his nerves shot by his clandestine journey into school. He had considered going round to see Giles at home, but had been too frightened of bumping into the hormone-bomb that was Faith. Michael was out because he didn’t know the goth’s address, so he had been forced to go to school.

"Oh boy," he muttered as he walked down the corridor, the girls lining the walls to leer at him. And not only the students, a number of the older female teachers had joined them. "I feel like a piece of meat." He also noticed a number of guys glaring murderously at him.

He was amazed when he reached the library without incident. Entering, he closed the door behind him and checked to see if any of the girls had followed. Satisfied that he hadn’t any stalkers, he headed towards the back as Giles came out of the stacks. "Hello Jesse," the Englishman looked perturbed. "What is it?"

"It, it's me... throwing myself at your mercy," Jesse gulped..

"What? Why?" Giles took off his glasses to clean them.

"I made a mess, Giles." Jesse swallowed. "See, I found out that Michael’s into witchcraft, and I was hurt over Cordy, so blackmailed him into putting the love whammy on Cordy, but it backfired, and now every woman in Sunnydale wants to make me her cuddle monkey, which may sound swell on paper, but..."

Jesse groaned at Jenny’s voice behind him. "Rupert, we need to talk. Hey, Jesse. Nice shirt." He gulped when the teacher rubbed his chest. "Have you been working out?" Jesse stared beseechingly at the reddening Englishman. Giles grabbed Jenny by the

arms and put himself between them. "Hey!"

"I cannot believe that you are fool enough to do something like this!"

Jesse shook his head. "You really haven’t been paying attention have you?" he shuddered when Jenny pouted and blew him a kiss. "What are we going to do?"

"Rupert, maybe I need to talk to Jesse alone."

Jenny tried to step towards him but the Watcher pushed her back. "Do you have any idea how serious this is? People under a love spell, Jesse, are deadly. They lose all capacity for reason." Giles shook his head. "I’ll get Michael and see if we can put a stop to this. Don’t leave the library."

He shuddered at the very thought. "I won’t," he promised. His eyes widened when Jenny began to stalk towards him, her hips swaying seductively. "Can you take her with you?" he pleaded.

"Come here," Giles snarled before grabbing the teacher by the hand and dragging her out.

"No!"

Still trembling, Jesse realised was alone and quickly pushed mobile card catalogue in front of the doors in an attempt to keep it that way. Relieved he headed towards the table, heart returning to something approaching normal. "Hiya stud."

Jesse gulped at the husky drawl, remembering the door opened outwards. Great just great." Forcing a smile he turned to face the Slayer. His mouth dropped open. "Oh. My. God." Faith was wearing a pair of Daisy Dukes, the bottom of her well-rounded ass cheeks hanging out of it, a figure hugging black crop vest that displayed her taut stomach and emphasised her chest development, including her aroused nipples. Jesse coloured as he forced his reluctant eyes up to the brunette’s face. "Does Giles know you’re wearing that?" he gasped.

Faith grinned crookedly. "Ain’t wearing it for G, wearing it for you."

"I’m flattered, really." Jesse gulped again, yeah that was what he was afraid of. "But what about Xan? Your boyfriend?" he added

"Ah X is okay," Faith began to roll her tongue around her lips. "But I wanna trade up," he began to back up. "Go for a real man."

Jesse began to back towards the library stairs. "Faith you’re an amazing girl." The ravishing brunette beamed. "And if you did have genuine feelings for me I’d be more than happy to date you. But you’re dating my best friend," he stumbled and fell backwards on the steps. In a half-second Faith was straddling him. "Please, get off."

"Want. Take. Have." Faith winked at him.

Oh boy, Jesse’s heart pounded, and he thought going into the Master’s tunnels was scary. Big mistake. "Look Faith, you’re under a spell. You’re making a mistake. This isn’t real."

Faith pulled away and glared, a dangerous gleam entering her eyes. "So you're saying this is all a game?"

"A game? I... No!"

"You make me feel this way, and then you reject me?" Faith snarled. The blood drained from his face when the brunette drew a hunting knife and started to eye his groin in an even more disturbing way. "What am I, a toy?"

"Faith, if you just give me a chance to -."

"Get away from him. " Jesse groaned when Amy and Willow entered the library and Faith turned to face them. And he’d thought things couldn’t get any worse. "He's ours."

Faith snorted. "You two geeks, tame a stud like Jesse?" Faith shook her head. "Oh, I don't think so." Faith glanced over her shoulder and at him. "Jesse, tell her."

"Oh no," he shook his head in defeat. "Leave me out of this."

"He doesn't have to say." Willow put in. "We know what he wants."

Faith tilted her head to one side. "Funny, I know what your face wants." Jesse winced as the Slayer punched Willow in the face, knocking her half-way across the library. Faith spun around to face him. "I thought you were different! You two-timing rat!"

"Goddess Hecate, work thy will," Amy’s eyes flashed black..

"Uh-oh," Jesse gulped.

"Before thee let the unclean thing crawl!" The Wicca thrust her hands out at Faith, the power of spell flying from her hands to engulf the Bostonian. A flash later and nothing was left of Faith except her jeans cut-offs and crop top lying on the floor.

"Faith!" Jesse stared at the clothes. "Oh my God!"

* * *

Giles dragged Jenny back into the library, a scowl on his face. Michael wasn’t in school. Bloody marvellous, how were they supposed to solve the mess he’d caused? "Jesse, what’s going on?"

Jesse paled at his voice before pointing a shaking hand at the pile of clothes on the floor. "Faith."

Jenny attempted to push past him and go towards Jesse, but he pushed her back. "Where is she?" Giles followed the boy’s gaze to the clothes. As he looked a rat crawled out. "Oh, my God!"

"Why is she here?" Willow stumbled to her feet and glared at Jenny.

"Will you two Wiccas focus?" Jesse snapped. "You just turned Faith into a rat." Both he and the boy followed Faith’s scamper across the floor.

"Faith can take care of herself," Amy leered at Jesse. "Why don't we go someplace private?"

"I'm not going anywhere until you change her back!" Jesse shouted.

Jenny sneered at the two Wiccas. "You heard him. So why don't you undo your little magic trick and get lost?"

"Listen Wrinklie!" Willow snapped. "Stick to Methuselah," Giles bristled at the red-head's dismissive glance.

Jenny laughed. "Well, what can I say?" he blinked when his girl-friend grabbed Jesse by the shirt. "I guess Jesse's just too much man for the pimple squad."

"Oh good lord," he muttered. "I feel the compelling urge to vomit."

Amy pushed Jenny away from Jesse and began chanting. "Goddess Hecate, to you I pray, with this..."

He was relieved when Jesse put his hand over Amy’s mouth. First thing the dozy bugger had done right all day. "Would you quit with the Hecate?!"

Giles decided to take command of the situation. "You three, sit." He motioned towards "And be quiet." He glared at Jesse. "We have to catch the Faith rat." He took off his coat.

Jesse pointed. "Ooo, there!" Giles saw the rat squeeze between the bookcase as Jesse chased it. "Damn it!" The boy ran to the other end and crouched down. "Good Faith. Just..."

Jesse looked up. "You bastard!" Giles winced as Xander’s fist crashed into the boy’s face. Xander picked up his stunned friend and drove a knee into his gut, doubling the boy up. "Faith phoned me last night, told me all about you two!"

Giles’ eyes widened. "Oh bugger." While he was taking a certain visceral delight in seeing Jesse getting a much deserved beating, his charge was escaping.

"I can explain -. Ohh!!"

Jesse doubled up when a teary-eyed Jonathan slammed a foot into his gut. "I really cared about Willow but you had to steal her from me didn’t you!" the boy snapped. "Think it’s funny now Casanova!"

"I didn't touch either of them!" Jesse protested. "I swear."

Giles hurried over and pulled the boys apart. "Jesse! Where's Faith?"

"Faith?" queried a worried looking Xander.

"Amy turned her into a rat," he explained tersely.

"What!"

"Don’t start Xander," Giles warned. He looked around but couldn’t see any sign. He glared at Jesse before forcing himself to turn to Xander. "Take him to my place. He’s only going to cause more problems here. Willow, Amy, Jenny and I will try and break the spell." He looked to Jonathan. "Jonathan, if you could aid us in, in finding Faith."

"I want to stay here-."

"Xander, just don’t," he snapped. Reminding himself he wasn’t angry with Xander, he tried for a more conciliatory tone. "Jonathan is better at the research, you’ll be better served at keeping this idiot out of trouble."

"Right now," Xander glared at the shrinking youth. "I don’t care much about him."

"Well how about the girls who might be harmed because of this gormless git?"

Xander nodded reluctantly. "Fine."

"Giles -," Jesse tried again.

"Just go. Get out of my sight." He stepped towards the boy. "And if anything happens to Faith because of you, well you better start running."

* * *

"I’m sorry.."

"Right now I’m trying to forget you’re with me," Xander snapped as they walked down the corridor. "You keeping your mouth shut would help."

"What are you doing?! You guys are crazy!" Cordelia shouted.

Jesse noticed a group of girls involved in a cat-fight. "You thought you could do better, is that it?" Harmony screamed.

"No, I..." Cordelia was interrupted by the sound of a fist hitting flesh. He and Xander exchanged looks, nodded and ran into the mob. His eyes widened when several of the girls broke off and charged him, ripping at his clothes. Out of the corner of his eye, he saw Xander pick up his ex.

"Run for it!"

* * *

With Jesse gone, Giles sat down to get some work done. "The ritual must have been botched so that Cordelia's necklace actually protected her from the spell. At least the spell should be easily reversible."

Amy looked at him. "Why did you send Jesse away?" Giles shook his head. "He needs us."

"That's a laugh," Jenny snorted. "You two children can’t compare to a real woman."

"He loves us!" Willow protested stridently.

"Instead of making me ill, why doesn't one of you try to help me?" Giles tried again even as he was consumed with thoughts of what was happening to Faith.

"You have no idea what we’re going through!" Amy and Willow chorused.

"That’s enough!" He glared at the two teens. "I know it's not love. It's obsession. Jesse has put himself in very great danger. If you cared at all about him, you'd help me save him, rather than wittering on about your feelings." He jabbed at the books. "Now, let's get on with some work." He turned to Jenny. "Now, Jenny... " He groaned as he realised she’d gone. "Bloody marvellous!"

* * *

"Thank god," Xander saw Giles’ shadowy home just ahead. "Let’s get the idiot inside."

"Xan, just let me explain."

"I told you, shut it!" He glared at his erstwhile best friend. "Right now you’re just about my least favourite person."

"What, you like him less than me?" Xander’s eyes widened at Angelus’ voice. Before he had time to react, a fist crashed into his jaw, knocking him to the ground. "He must have really pissed you off."

* * *

Jesse’s eyes widened, he stepped over his best friend’s body. "Get him inside!" he ordered.

"But!" Cordelia protested.

"Do it!"

Angelus smirked at him. "I didn’t want him anyway," the vampire said. "You were the target. Her boyfriend and Watcher, they’re last."

"Save this!" He shot a side thrust kick that the Irish demon knocked aside before throwing a left hook at his stomach that he twisted away from before being grabbed around the throat and flung to the ground.

In an instant the demon had his hand around his throat, choking him. He struggled desperately but manoeuvres that would have worked against a human failed against the Irish vampire. Suddenly a hand grabbed Angelus by the shoulder, pulled him up and threw him into a tree. The Scourge hit it hard and slid down to the ground. Jesse grinned. "Thanks Fai-," he gulped. "Oh crap."

"Don't fret, kitten." Drusilla picked him up. "Mummy's here."

"I don't know what you're up to Dru, but it does not amuse!" Angelus roared from behind them.

Drusilla vamped out. " If you harm one hair on this boy's head," Jesse whimpered when the insane seer stroked his hair.

"You've gotta be kidding me!"

"Just because I finally found a *real* man!" Drusilla turned him to face Angelus.

"I guess I really *did* drive you crazy." Angelus backed off.

Drusilla ran her cold fingers over his face. "Your face is a poem. I can read it."

"Really? It doesn't say 'spare me' by any chance?" Jesse spluttered.

"How do you feel about eternal life?" Drusilla asked.

"What is it with women these days?" he asked. "Commitment, commitment. What happened to dinner and a movie?"

"There he is! Get them!" He vaguely recognised Jenny’s voice. "Get off!"

Suddenly they were hit by the mob of girls and separated. Several including Harmony begin to paw at him. "Let’s get out of here!" Xander grabbed him by his shoulders and dragged him towards the house. Cordelia slammed the door behind them. "They’re still coming!" Xander exclaimed. "In the basement now!"

* * *

Giles looked around the lab. Finally satisfied, he nodded to the two wiccas who began to chant. "Goddess of creatures great and small, I conjure thee to withdraw. Hecate, I hereby license thee to depart."

Giles sprinkled a powder into a waiting beaker and it sparked. "Excellent," he nodded. That should reverse the animal spell on Faith. "Now onto the love spell," he proclaimed, ignoring the temptation to leave McNally to stew in his own stupidity.

* * *

"Oh fuck." Faith looked down, yup she’d thought she’d felt a draught. "I’m naked." She looked across the basement to see Jonathan. "Levinson, stop drooling, get me something to wear."

"Do I have to?" the glazed-eyed youth whined.

"Christ," she snapped, her hands resting on her hips. "Anyone would think you’d never seen-," her voice trailed off. Maybe he hadn’t got that far with Red. "Look Jono, these parts are for Jesse's eyes only. If Red ain't delivering the goods maybe you should just buy a magazine."

Jonathan gulped. "I’ll just be a minute."

Faith shook her head as her friend ran out of the basement. "Men." She smiled softly, except her Jesse.. "He’s so manly."

* * *

"HELP! HELP!"

Xander rubbed at his forehead. "Oh stop screaming like a girl."

"Hey!" Cordelia slapped his arm. "My boy-friend does not sound like a -." The cheerleader stopped and shook her head. "Oh never mind."

"You’re not the one being chased by every woman in town!" Jesse protested.

"And why’s that?" Xander demanded. "Because you cast a spell to get back at Cordelia."

"You did what!" Cordelia screamed, making his head pound even more. "You did this to get back at me?"

"Yeah, but your hide’s just too- umf," his friend’s words were cut off by virtue of Cordelia pressing her lips to his.

"Oh great," Xander shook his head. "Stuck in here with these two. Wonderful." He jumped back when an axe came through the door, splintering it open. A second later the door swung open revealing several dozen of Sunnydale’s females. But thankfully no Faith. "Well that’s something," he shuddered. "I might just keep my arms and legs."

"In here!" Jenny roared. "With that hussy! Laughing at us! Cheating on us!"

He swallowed as the others advanced, backing them against the wall. "Or maybe not."

* * *

Giles took a pinch of an herb from a jar. "Diana, goddess of love, be gone," proclaimed the two Wiccas. He dropped the herb into the brew. "Hear no more thy siren's song."

Giles waved Cordelia's pendant over the brew and dropped it in. A cloud of energy suddenly appeared above the beaker. Giles grabbed hold of the lab table to keep from being knocked down. The energy spiralled down into the beaker and then quickly disappeared.

* * *

The basement door crashed open. "Get them!" Jenny screamed.

Jesse pushed Cordelia behind him just as the mob hit, pawing at his clothes and trying to get to Cordelia to tear him apart. Then just as suddenly as they’d burst in, the mob were retreating in confusion.

"Wow, that was the best treasure hunt ever!" exclaimed Xander. "Let’s do it again!" Xander shook his head. "Like never," his best friend added in a whisper.

* * *

Cordelia stormed into her father’s office, dragging Jesse behind him. Her father began to rise but she beat him to the punch. "This is Jesse. I date who I want. And I happen to like this loser!"

"Hey!"

"Shut up Jesse," Cordelia glared at her father. "I like Jesse and I’ll date him."

"Your trust fund-," her father began to bluster.

"You'll cut me off?. Fine, then I'll have to get a job just like other kids my age do..." Cordelia paused, her brow creasing in thought. "Mrs Sandleford's always liked me, I bet she'd give me a job as a waitress... at the yacht club, where all your friends go. I'll let you think about that for a while..." Turning to Jesse, she pulled him into a long kiss.

* * *

"Hey Jess."

Jesse stiffened at Faith’s voice behind him. Forcing a smile, he turned to face the Slayer. "Hey."

Faith squinted. "That black eye hurt much?" He nodded, too scared to speak. "Xander really unloaded on ya didn’t he?" he nodded again. "I remember really coming onto you, but you saying I was an amazing girl but you couldn’t take advantage of me because it wouldn’t be right." He was surprised when the Slayer kissed him on the cheek. "Thanks. Not many guys would have done what you did."

"No arm-ripping?" he squeaked.

Faith smirked and glanced towards the library. "I think I’ll leave that to G." Jesse gulped. Faith chuckled. "It’ll be five by five. And Xan will get over it."

"You think?"

Faith’s smirk widened. "He will if he wants to get any ever again."

* * *

"I trust you've recovered from yesterday’s foolishness?" Giles asked icily.

Jesse nodded. "No more black arts meddling for me, honest."

"Good." Giles shook his head. "What you did was extraordinarily stupid and put Faith, Jenny, and every woman in Sunnydale as well as yourself in grave danger."

Jesse looked down at the floor, hating the fact that the man he respected more than anybody in the world was disappointed in him. "I know," he whispered.

Giles nodded. "As long as you’ve learnt your lesson and won’t do it again."

"I have."

"Good," the Englishman smiled before turning grim. "Magic is both extremely powerful and dangerous, and should only be used by experts."

"I understand sir."

"Good," the Englishman smiled again. "However the important thing is none of you were hurt. I understand you’re dating Cordelia again?" He nodded. The Watcher’s smile widened. "In that case I’ll keep the ambulance on stand-by."

Jonathan whistled cheerfully as he hurried towards the Rosenberg house. For some reason Willow had called him and the others to her place, to tell them something. He was an half an hour early, but, he glanced down at the flowers in his hand, over the last few weeks they’d had so little time together, he thought he’d make an effort.

Not bothering to knock, he shoved the door open and walked into the hallway. Seeing a light on in the lounge he started towards it, groaning as he heard the voices in the room and realised that Willow wasn’t alone. Forcing aside his disappointment, he managed a smile and shoved the door open. "Hey Willow, Am-."

His voice trailed off as he stared at the semi-naked forms of his girl-friend and her fellow Wiccas making out on the floor. "Nooo," he backed through the doorway, wanting but unable to tear his eyes away from the sight in front of him.

"Jonathan!" Willow’s eyes widened in alarm. "Wait! No, you weren’t meant to find out this -."

Turning, he ran from the house, tears pouring from his eyes.

* * *

"That Jonathan coming out of Red’s house like a bat of hell G?"

Giles nodded at his Slayer’s query. "Indeed it is."

"Uh, uh," Faith’s mouth dropped open at exactly the same time as his did, the exact moment Red and Amy ran onto the porch, the light revealing they were both topless. "Either Jonathan got ‘Jesse with a love spell’ lucky. Or.."

"He walked in on them in the middle of an indelicate position," he finished.

"So Red and Amy are gay, huh? I never caught them checking me out." Faith paused, a thoughtful expression spreading across her face. "Hey! I never caught them checking me out!"

Giles rolled his eyes as he parked the car just outside the Rosenberg residence. "Faith, please. Now is not the time for vanity. Focus?"

"I’m so gonna have words with Red," Faith muttered. He coughed loudly. "Yeah, yeah." Faith shook her head. "Pull up, I’ll go after Jonathan. You talk to them." His daughter winked at him. "Try not to peek."

"I’ll try and control myself," he dryly replied.

* * *

"I don’t see why we’re still pissing about in this town," Spike kicked a can across the street and through a shop window, glass shattering with the impact. "I mean if we’re not going to kill the bloody bint."

Angelus allowed his grand-childe’s rantings to wash over him. He was severely tempted to stake the moaning bastard, but if he did, he’d only have to put up with Dru’s non-stop whining. Sensing something, Angelus straightened and smiled. Spike turned to him, eyes narrowing. "What’s up mate?"

"I smell the blood of a Scooby, let’s go."

* * *

Jonathan ran through the darkened streets, tears rolling down his face. "Ach laddie," his blood chilled as Angelus stepped out of the shadows in front of him. "Here’s someone with woman troubles. That red-headed witch of yours find a real man?"

"None. Of. Your. Business!" Jonathan said through gritted teeth as he backed away from the Irish demon, his now sweat-slicked hand reaching inside his jacket.

"Leaving?" He gulped as he looked over his shoulder to see a smirking Spike stood there, blocking his escape route. "No wonder he couldn’t keep a woman," the bleached-blonde demon shook his head. "No staying power." Spinning round, he thrust his stake at the weaker of the two vampires. Spike laughed as he swayed away from his clumsy attack and slammed a fist into his jaw, knocking him to his knees. "Pathetic. Really pathetic."

"Don’t be rude," Angelus scolded. Jonathan gasped as the vampire stamped on his right hand, breaking two fingers. "The boy’s been dumped and is going to die painfully. No need to rub it in."

"Yeah," he screamed when the English vampire yanked his head back by his hair. "Sorry mate."

"Don’t apologise William," Angelus reproved. "Makes you seem soft."

"True." A downward right smashed his left cheek. "What next?"

"What do you think?" Angelus replied. "We beat him to death." The next couple of minutes were agony as he was systemically and sadistically taken apart. Finally though, Angelus stepped back. " Damn."

"What’s up?"

"Slayer approaching."

The hope that briefly flared in his heart died a half second later. "Best kill him then," Spike said before grabbing his head and twisting.

* * *

"Damn, what a mess." Faith shook her head. She should have realised something was wrong when Red and Amy had double-teamed love-spell Jesse. And poor Jonathan. When word got out at school, he’d be toast. Faith snarled and shook her head. Anyone who tried to hurt one of her buds would learn what a big mistake that was. "’Cept that won’t help Johnny get over this," Faith muttered. The poor guy had idolised Red. Didn’t the stupid bitch realise how precious that sort of loyalty was? Shaking her head, she looked up.

Faith’s eyes widened as she saw the two vampires pounding on her buddy. "No," she whispered as she picked up her speed, muscles straining. "No," she muttered as she cleared a park bench. "NOOO!" She screamed as Spike grabbed Jonathan’s head and twisted, the sound of his neck cracking causing bile to rise in her throat. The two vampires turned to look at her, flashing her their grins before disappearing into the night.

"NOOO!" Tears streaking down her face, causing her heavily-applied mascara to run, she ran across the lamp-lit street and dropped to her leather-clad knees by the mangled corpse. Taking the boy’s head in her hands, she gently brushed his blood-matted hair off his face. "Fuck Johnny," she whispered. "I’m sorry, I wasn’t fast enough. You deserved better." Still sniffling, she lifted the limp body into her arms. Her eyes hardened as she turned towards Red’s. "Bitch!" she growled.

* * *

"Hey G-Man!" Giles groaned as Xander, Jesse, and Cordelia walked in. More complications, just what he needed. He’d barely managed to stop a near hysterical Willow from running out into the streets to look for Jonathan. "What’s happening? Where’s Faith? And Jonathan?"

"Uh, well you see-."

"He walked in on Red and Amy getting down to it." Giles’ heart stopped when he joined the others in turning to find Faith stood there, gently cradling Jonathan’s corpse in her arms, her eyes boring holes in the two Wiccas. He mouthed a ‘no’ to go with Cordelia’s choked gasp and Jesse and Xander’s curses. "Ran out into the street where Angelus and Spike caught up with him."

"No," Willow sobbed and stepped towards the brunette.

"Back off Red," Faith warned, her voice grating to his ears. "You got him killed, you don’t get to act concerned now."

"Faith," Giles reproved. "That’s hardly fai-."

"Fair? Don’t talk to me about fair, G. I had to watch while those two bastards killed him." Faith turned her laser-beam glare on him, he’d never seen her look like that before and was profoundly grateful when she turned her gaze back towards the two Wiccas. "Jonathan worshipped you Red. I scared the shit out of him, he could barely say my name without stuttering. First time he ever really spoke to me, he was practically pissing his pants, but he did it because he was worried about you and Moloch. He loved you, gave you his heart. But you just ripped it out and stomped on it. Hell," Faith’s eyes dimmed as she looked down at the corpse. "Angelus barely had to kill him after what you two bitches did to him."

"Hey now hold on!"

"Back the fuck off Amy," Faith growled. "’Less you want to spend the next six months learning to walk again." The Slayer shoved through the crowd and lowered the body onto the couch.

"We were going to tell everyone tonight," a tearful Willow defended.

"Too fucking late," Faith retorted.

* * *

Willow swallowed as she entered the library, Amy’s presence beside her the only thing that stopped her from bolting. She stared at the group huddled around the library desk for a few seconds before gathering the courage to speak. "Hi guys-."

"Fuck no," Faith’s chair scraped across the floor as the Slayer stood and strode over to them, a dangerous look in her eyes. "You bitches can get out of here, right now!"

"Faith, perhaps you should calm down."

"No, G." Faith continued to glare at the two of them. "One of the rules you live by on the street is you have your crew’s back. These two bitches," she wilted under Faith’s glare. "I wouldn’t trust as far as I could throw ‘em." The Bostonian’s sneer widened. "Although I could throw ‘em pretty far." The sultry brunette cracked her neck. "Wanna see how far?"

"FAITH!" Willow jumped at Giles’ roar. In an instance, the Watcher was between them, his face thunderous. "That is enough! Faith, you do not threaten to hurt your friends, understand?"

"You don’t cheat on your friends," Faith shot back.

"I beg your pardon?"

Faith’s gaze dropped to her boots. "Nothing," she muttered sulkily.

"That’s what I thought you said. Now go and sit down." After a final vicious glare, Faith retreated to the table. Giles turned towards Willow and Amy. "I think you both should leave."

"But-," Amy put in.

"I’m afraid that while Faith has had the most extreme reaction, none of us are exactly happy with your behaviour," Giles’ face softened. "Faith aside, none of us actually blame you for Jonathan’s death, but perhaps you should give us a few days to come to terms with Friday night’s occurrences."

* * *

Amy’s head was swimming as she stumbled out of the library, Faith’s condemnation echoing in her ears. She turned to her girl-friend and forced a smile. "Maybe we should go somewhere."

Her heart hollowed when Willow shook her head before rubbing at her eyes. "I..I need to be alone, to think about things."

Amy opened and closed her mouth twice before managing to speak. "But Will-."

Her girl-friend waved her away. "I’ll ring, promise," Willow muttered before running off.

* * *

"Hi, is anyone sat there?"

Amy looked up at the pretty black girl stood beside her at the coffee bar she’d been sat in for the past hour. "No," she muttered with a shake of her head. Not now she was a social leper. Her girl-friend didn’t want to see her, her friends hated her, one of them was bordering on psychotic in her dislike, and the whole school was talking about her being ‘gay’.

And she’d contributed to the death of a sweet, innocent boy.

Suddenly she realised the other girl was talking to her. "You seem upset," the pretty black girl commented.

"You have no idea," she muttered.

The girl smiled at her. "And I won’t have until you talk to me," the girl coaxed. She didn’t speak. "My name is Solada, it’s Thai for listener. And if there’s one I can do it’s listen."

Amy stared at the girl for a long second before starting to talk, telling her companion an heavily edited version of what had happened, omitting any mention of vampires and supernatural occurrences. "And everyone blames us!"

"I’m sure that given time, they’ll feel better," Solada soothed.

"I just wish things were back the way they used to be!" Amy teared up.

Her new-found companion passed her some tissues. "There, there," the black girl patted her on the back. "Just give it time," she soothed. "Things will get better. Now," the girl smiled sympathetically. "I’m sorry but I have to go."

* * *

Solada laughed as she left the small coffee bar. She guessed she hadn’t got the complete truth from Amy, but that didn’t matter. All she needed as the wish demon for deserted friends was a wish and she had it. "Wish granted."

Of course it wouldn’t be the wish Amy had wanted.

* * *

She looked around in confusion. One moment she was in her prison and now she was in, she smiled as she recognised the darkened corridor. "They’ll pay," she croaked, her voice dry from disuse.

* * *

Amy sighed as she unlocked the door of her house and stumbled inside, her eyes still red from crying. Locking the door behind her, she shouted. "Hey dad, I’m home."

"Oh hello dear," her heart stopped when her mother stepped into the hallway. "It’s been a long time."

"M…mom." Mouth agape, Amy began to back towards the door. "How did you get out?"

"You know," there was nothing warm in her mother’s smile, "I’m not entirely sure. One moment I was inside that statue, the next I was stood outside it."

"Mom-," Amy’s body writhed when black energy spurting from her mother’s fingers enveloped. "Argggh!" she screamed for a second and then unconsciousness engulfed her.

* * *

Catherine smiled at her daughter and then at the cheerleading statue. Taking a second, she transported her consciousness into her daughter’s body and then her own body and Amy’s consciousness into the statue before placing it back on the cabinet. She looked in the mirror, her daughter’s face staring back at her. She laughed softly. "And now for that little tramp’s friends."

* * *

"Oh come on G," Faith pleaded, her Watcher was being so unreasonable. "Just one night-."

"No Faith," Giles shook his head. "You know that we’re now down three people," Faith’s stomach filled with bilious guilt the thought of Jonathan, someone she’d failed. "Now, more than ever, we can’t take our eye off the ball. If we do, Angelus and his group won’t hesitate to take advantage." With that, her Watcher walked off.

"You wanna try being me!" Faith shouted after her Watcher as he strode towards his library.

* * *

Catherine watched through half-lidded eyes as the Englishman talked to his charge, smiling slightly at the girl’s last angry words. "What a good idea," she muttered.

She jumped at a pair of arms around her waist and Willow’s soft voice in her ear. "Don’t worry," the red-head whispered. "Just give them time, they’ll forgive us. Maybe even," she gasped when the other girl kissed her neck, her daughter was a lesbian? That hadn’t been in the PTA letters! "Accept us."

"Yeah," Catherine pulled away. "Well we can hope. Gotta go, see you!"

* * *

"Am-." Willow started forward only for her girl-friend to run off. Willow’s head dropped. She shouldn’t have pushed her away yesterday, but she’d felt so guilty.

"Oh look," she cringed inwardly at Harmony’s scoffing tone behind her and refused to turn to face her. "Ellen’s girl-friend has dumped her." Cheeks burning, she barged her way down the crowded corridor, heedlessly knocking student and teacher alike out of her way in her haste to leave.

* * *

Harmony opened her mouth to laugh. And was abruptly grabbed by the scruff of her neck, lifted a foot off the ground, and turned to face Faith. "I hear you dissing Red again and you’ll need your jaw wired back together, you dig?" Too frightened to speak, she nodded. "Good. Now," Faith dropped her back to the floor. "Fuck off."

* * *

Catherine smiled as she rose and quickly dressed, affectionally patting the head of the cheerleader statue. She couldn’t wait to see the results of the spell she’d cast last night. Her smile turned to a scowl as she realised that would mean meeting her daughter’s girl-friend again. "Ah well," she comforted herself, "a few days and Willow and her friends wouldn’t be around anymore. Just a few more days."

* * *

"Whoa," Xander stopped as he entered the school, eyes widening at the remarkable sight that greeted him. Faith dressed in an ankle-length, blandly grey dress. And talking to one of the chess club geeks. His amazement grew as he approached and caught the tail-end of his girl-friend’s conversation. "I’m not joking," Faith protested as the other student turned away. "I wanna learn how to play! Chess players rock!"

"Faith honey," he placed his hands on his girl-friend’s trim waist as he came up to her from behind. "What’s with the new look?"

"Please Alexander," Faith scolded. "Public displays of affection are inappropriate."

Xander laughed, knowing full well his girl loved bedevilling Snyder and his fellow Nazis with displays of the afore-mentioned affection. He reached in and kissed his girl-friend on the neck.

The next thing he knew he was on the floor, holding his testicles courtesy of a Slayer powered elbow. "I’m sorry Xander," Faith looked down at him, her expression disapproving and her tone school-marm prim. "But when a lady says no, she means no!" With that, his girl-friend turned and flounced, Xander blinked through teary eyes, Faith never flounced, she stalked, sauntered, or swaggered, but flounced?

"I bet that hurt."

Xander groaned as he looked up at Cordelia and Jesse grinning down at him. "Help would be good," he groused. He moaned as Jesse pulled him to his feet. He tried to stand unsupported, but found himself slumping against the wall, head swimming.

Cordelia’s expression turned from amusement to concern, which sorta disproved his theory about her being completely heartless. "Maybe you should go to the nurse?"

He shuddered. Okay, correction, anyone who wanted the 200lb health care worker to fondle his most prized possessions was completely heartless. "Uh, uh," he shook his head to emphasise the point. "No way am I explaining this injury to anybody." He took a breath and stepped away from the wall. He was amazed when the floor didn’t rise up and smack him square in the face.

"What was up with Faith anyhow?"

He shook his head at Jesse’s question then wished he hadn’t as bile rose up in his throat. Resisting urge to either pass out or vomit, he answered. "I don’t know, we’ll have to go see G-Man."

"K," he smiled gratefully at his friend when Jesse looped a supporting arm around his shoulders. "In that case let’s go."

* * *

Catherine laughed as she watched from a distance as Xander was helped away by his friends. Seeing Faith attack her boy-friend had been fun. But only the beginning.

"Hey."

She forced herself to relax at her fellow witch’s voice behind her. She could sense Rosenberg’s power now, her potential exceeded both her and Amy’s by a considerable margin, far too powerful to confront directly. Knowing this made it doubly difficult to force a smile when she turned to face the Jewish student. "Hi," she said through gritted teeth.

Willow’s smile slipped slightly. "I’m sorry about running off the other day, but it hurt," she shrugged, "being blamed for Jonathan’s death, even if it was a little true."

"Uh, uh," Catherine was more than a little confused. Jonathan, Jonathan Levinson? What had he to do with all this? Pushing the question away, she nodded. "Sorry," she muttered, awkwardly kissing her daughter’s girl-friend on the cheek. "But I’ve got to go." Turning, she hurried out of the school.

* * *

"Oh."

"Oh stop whining Xander!" Cordelia snapped. "It was like five minutes ago."

"It obvious you’ve never been elbowed in your sac!" Xander retorted.

Cordelia’s eyes hardened. "What’s that supposed to mean?"

"Guys," Jesse sighed, would his best friend and his girl-friend ever stop bickering? "We’re here."

Xander moaned at the sight of the library door. "Thank god, let’s get this sorted."

Cordelia shoved the door open and they walked, or in Xander’s case limped, in.

Their jaws hit the ground a half second later.

"Oh," Xander began.

"My," Cordelia supplied.

"God," he finished. "That’s Giles right?"

"I don’t know," Xander admitted. "He sorta looks like him. But it can’t be."

Jesse shook his head and closed his eyes. Opening them, he found the sight before them exactly the same, Faith’s ultra-uptight adopted father and guardian dressed in a pair of leather pants and a denim shirt screaming out the Steppenwolf classic ‘Born To Be Wild’ while playing an energetic air guitar stood on the library counter. "You think this is what he usually does when we’re in class?"

Cordelia slapped the back of his head. "Doofus," she scolded. "He’s under a spell too."

* * *

Giles’ eyes widened as he noticed the three interlopers into his domain. Grinning to himself, he jumped off the counter, wincing slightly at an unexpected chafing, he didn’t remember from that last time he was in these pants, and swaggered over to the trio. "Right there Cor," he drawled, shooting the brunette bombshell a knowing smile. "How about you drop these two squares and you and me go party, get a few cans, get to know each other?"

"Look Giles," Xander interjected. "This is real funny," the youth’s tone suggested it was anything but, "but we have a problem with-."

"Piss off." Spinning around, he buried a knee in the boy’s testicles. The youth’s face turned purple, he muttered something that sounded like ‘not again’, and fell to the floor.

Giles turned to face Cordelia again. "What you say-." Something crashed into his head, turning his world black.

* * *

"Teach you to chat up my girl-friend!" Jesse snapped at the unconscious Englishman. He turned to Xander. "You alright man?"

"Aside from swellings the size of footballs between my legs I’m fine," his best friend winced. "Best go and see Ms. Calender."

Cordelia looked horrified. "You want her to look at your swellings?" the cheerleader trilled.

"There’s a thought," Xander’s face briefly brightened before he shook his head. "No, we need to see her about what’s happening."

"Okay," his girl-friend’s eyes gleamed. "Maybe she’ll want to get up close and personal with you too." Xander groaned. Jesse shuddered, he was very glad he wasn’t Xander right about now.

* * *

"Faith!" Willow gathered her courage and grabbed the strangely-attired Slayer’s elbow, spinning her around to face her. "We need to talk."

"I’m afraid not Miss. Rosenberg," Willow blinked at the Bostonian’s tone. "I’m afraid I’ve found your actions of the past few days quite unacceptable and feel you should have some time alone to dwell on the consequences of your actions." Turning, the supernatural warrior hurried away.

"Well, that was wei-," Willow’s voice trailed off. First Amy, and then Faith acting out of character. "It’s gotta be a spell," she turned towards the library then stopped, realising she was still likely to face a cool reception there. In fact the only person who hadn’t given her the cold shoulder was… "Jenny."

* * *

"XANDER!" Jenny cried as Xander was half-dragged, half-carried into her empty classroom, looking a shocking shade of grey. The boy moaned as Cordelia and Jesse lowered him into a seat. "You don’t look at well. Perhaps you should be at the nurse’s?"

"A world of no," Xander muttered.

"What happened?" she demanded. "Did the football team-."

"First Faith and then Giles hit him in the nuts." Cordelia gleefully explained.

"Oh Xander," Jenny shook her head disapprovingly. "I hope you haven’t hurt Faith’s feelings-."

"My fault!" the youth’s eyes widened in outrage. "Why is it always -."

"Hi guys," everyone’s head snapped to a nervous looking Willow stood in the classroom doorway. "Anyone notice something different about Faith and Amy?"

"See," Xander winced. "That was what I was trying to say."

* * *

"So, Amy, Faith, and Giles are all acting out of character, what does that suggest?"

Xander and Jesse shrugged at her question. "I’m coming up on empty," Cordelia admitted.

"Who do we know who casts body-swap or personality spells?" Willow pressed. Again her question was met with shrugs. "Who do we know who Amy, Faith, and Giles took down between them?" Again her friends shrugged, Willow sighed. "Catherine Madison!"

"I don’t know Willow," Xander’s expression resonated with doubt. "That’s a stretch. I mean how did she get free?"

Willow shrugged, Xander’s query momentarily derailing her. "I don’t know, maybe she was able to work magic inside the statue?"

"What about Ethan Rayne?" Jesse suggested. "He doesn’t like Faith or Giles, especially Giles."

"Ethan doesn’t have a grudge against Amy, why involve her?" Willow argued. "It must be Catherine!"

"Maybe we should check the statue before going off half-cocked?" Miss. Calendar suggested.

"Sounds like a plan," Jesse stood. "Let’s go."

"I’ll stay here and research personality spells," the techno-pagan volunteered.

"It’s gone," Willow declared as she peered through the trophy cabinet.

"Maybe it was stolen?" Xander suggested.

"That’s weak," Jesse shook his head. "Too coincidental."

"Back to Ms. C?" Xander suggested.

* * *

"The statue’s gone?" Jenny groaned. "This is not good."

"But it’s not proof is it?" Jesse said.

"No, but I’ve found a spell that can prove if we’re right," Jenny said excitedly. "And how to reverse it."

"Great!" Xander beamed. "Let’s do it."

"Ah, we need something from both couples to prove it. Either Faith or Giles, and either Amy or the statue. And all four people in the same room to do the spell."

"Oh crap," Xander pursed his lips in thought. "Ms. Calender, you take Willow and Jesse up to Amy’s house and retrieve the statue. Cordy, you find Giles, he likes you. And I’ll," the boy winced and he glanced at his groin. "Get Faith."

* * *

"But I’m not joking," Faith protested, tears welling in her eyes at the club president’s refusal. She was trying to turn over a new leaf, become more lady-like, more refined, but nobody believed her. "I really want to join the debating club!"

"Hey Faith!" She turned at Xander’s approach. Her boyfriend reached for her arm, she glanced meaningfully at his groin, Xander gulped, dropped his hand, and forced a smile. "Come with me to the library."

"Oh I don’t think so Xander," Faith shook her head. "I’m not into that fighting malarkey anymore. Most unladylike."

"Okay." Xander’s eyes bulged. "But the amateur dramatics society are meeting there, they’re doing Shakespeare."

"Oh Xander!" Faith beamed. Maybe she’d misjudged him after all. "We best get there before everyone finds out and gets the good parts," she whispered.

"Yeah," Xander nodded. "There’s always a rush."

* * *

"This is most deceitful, Xander," Faith scolded. "I expected you to act better. Most disappointing."

Xander cast Cordy a despairing glance, only to see the cheerleader once again fighting off an amorous librarian. "Faith," he intoned, between the nagging he was receiving and the horrifying sight before him, he almost preferred Faith’s fists of fury. "Giles is being a pain again."

Faith’s eyes rolled. "Please, Giles." The Slayer grabbed the Watcher by the shoulder and forced him into the chair. "Miss. Chase might dress like a tramp," Xander winced at Cordelia’s scream, "but she still has the right to say no, nonetheless."

"A tramp!" Cordelia shrilled. "This from Miss Biker-Chick!"

"I saw the error of my ways," Faith said primly. "It’s not too late for you. Although, maybe it is."

"And next, she’ll be selling copies of ‘The Watchtower’," Xander muttered. He looked up at the opening door and beamed at Jesse and the others’ entry. "You’ve got it?"

"We’ve got it," Jesse lifted the statue upright as proof. His friend’s triumphant expression changed to one of concern. "Uh, shouldn’t someone step in before they start fighting?"

"Oh bollocks to that," G-man cut in, a leer on his face. "I love a good cat-fight!"

Once he and Jesse had separated Faith and Cordelia, he turned to Jenny. "Miss Calender?"

The teacher nodded. "I’ve done the spell, and checked with the transfusion crystal, Willow was right, they’ve all been swapped. Amy and Catherine body wise, and Giles and Faith personality-wise, only in their case it’s a gross exaggeration of their personalities."

"I’d say. What’s next?" he queried.

"We need to get Amy\Catherine here."

"I’ll do it," Jesse stood. "See you in a bit."

* * *

"Hey Amy!" Catherine turned at Jesse’s shout. "We need your help with a Scooby crisis. You in? I know things are strained…"

Catherine opened her mouth to say no and then smiled. As time went on, the reversal spell would only grow more pronounced. It would be interesting to see Giles and Faith suffer at first hand. "I’d love to help, Jesse," she replied.

"Great," Catherine noted Jesse was looking wild-eyed, probably of seeing his friends fall apart. She smiled inwardly at the thought, it must be really bad. She couldn’t wait. "Let’s go!"

"What seems to be the problem?" Catherine looked around, smiling at her ‘friends’.

Willow stood, a nervous look on the red-head’s face. "Faith and Giles have had their personalities switched," Willow blinked at the sight of Faith with her nose deep into ‘Middlemarch’, "and I need to do a spell to change their personalities back."

Oh damn. It was an effort, but Catherine managed to comfort herself that she could do another spell, a different curse every day – had possibilities. She smiled winningly at Willow. "How can I help?" she looked around the table’s cluttered contents. "You seem to have everything."

"Not quite!" Catherine’s eyes widened when the cheerleader stood behind Willow passed the red-head the cheerleading statue.

"Not again!" Catherine’s eyes flashed. "NO!"

The red-haired witch held the bronze cheerleader statue at arm’s length as she chanted with determination. "By the power of the Balancer, return all to what it once was."

Catherine screamed as the red-headed witch’s power, so much power, hit her, sending her body into helpless convulsions.

* * *

Faith leapt forward, thanking god her powers had returned, and grabbed Amy as the limp body plunged to the ground. After carefully placing the unconscious girl on the library counter, she turned to Jenny. "Everything back to normal?"

Jenny stared intently into her crystal. "Well you and Giles are back to normal." Faith grinned, she already knew that. "And," the techno-pagan looked up triumphantly from the crystal, "Amy’s aura has re-aligned. Which means…"

Faith looked towards the statue in Red’s hand. "Madison Snr.’s back in her cage," she finished.

"Ooh," Amy moaned as she awoke. Faith stepped back, allowing Willow to run forward. At least now everything was back to normal, the two witches could fuck off and leave them in peace.

"Faith," she turned to face her guardian, a stern expression on his lined face. "Please could we speak in the office?"

"Sure G." Faith shrugged, confused by her Watcher’s expression. What had she done wrong this time?

* * *

"Hey guys!" Taking a breath, Amy joined Willow in turning from retreating across the school parking lot to face the east coast native. "For the record, I think what you two did to Jonathan blew," Faith said before shrugging. "But you came through in a pinch. And friends are important." She looked down. "I know you didn’t mean for him to die, so still friends?"

"Still friends," Willow confirmed.

"Wicked," Faith nodded. Judging from the unenthusiastic look on the Slayer’s face she’d been coerced into speaking to them by Giles. "Your pop okay?" the Slayer asked.

"I just phoned him, he’s shaken up, but okay." Amy replied before shuddering. "I just hope she never escapes again."

* * *

"G’s having the statue shipped back to England," Faith lied as she walked along with the two Wiccas. It was best not to mention that Giles intended to melt the statue down. Catherine Madison would never threaten them again.

"Hack! Uhh! Hack!"

Faith watched with concern as her guardian doubled-up, the force of his coughing making his chest heave and sweat drip off him. "Here," taking G’s arm, she guided him to his bedroom. "You sleep," she clumsily comforted. "And you’ll be way better in the morning."

Giles smiled wearily before staring up at her through bleary eyes. "You don’t look good dear," her Watcher croaked.

"Gee thanks, G," Faith drawled. "You smooth talking bastard, no wonder you get Jenny’s panties wet."

"Faith!" Her Watcher’s glare didn’t have much strength behind it. "I meant you shouldn’t go on patrol tonight."

"But Angelus and his gang might kill some-."

"My first concern is you Faith," Giles interrupted. "I’m sorry, I know it’s harsh, but Sunnydale and the world will have to manage without you for a night, understand?"

Faith sneezed then nodded. "Sure G."

* * *

"Faith, are you sure about this?"

"Listen hon," Faith sneezed. "I feel fine. The world's spinning a little bit, but I like it, it's kinda like a ride." She looked around the hushed graveyard, her vision slightly blurred.

"Half the school's out with flu," Cordelia commented. "It's a serious deal, Faith. We're all concerned about how gross you look." Faith flipped her best friend the bird.

"Look one day off isn’t going to kill you," Willow commented.

Faith turned to glare at Willow. "But it might kill someone else. Someone like Jonathan, remember him?" Willow flinched and Amy scowled. Satisfied at the response, she continued her surveillance.

"That was harsh," Xander reprimanded. She ignored her boy-friend. "Faith, this is not the time to challenge Angel for the ultimate fighting championship. He's at full

strength, you're only half a Slayer."

"Yeah, but I'm still the Slayer. And as long as I am, Angelus and his two cronies aren’t gonna kill anybody else."

"Oh go on," Faith swallowed when Angelus stepped out of the shadows ahead of them. "Just one more." Faith met the vampire’s charge with a stake to the chest that the demon knocked aside before grabbing her wrist, twisting it, making her drop her weapon. "Ah, under the weather, honey?"

Faith punched the towering demon in the jaw, snapping his head to the side. Angelus glared back at her and shot out a kick. Faith grabbed his foot and yanked, knocking the vampire onto his back. In a second the demon was up again, grabbing her foot as she attempted a side kick to hiss chest. The demon kicked her behind her grounded leg, knocking to her knees. She grunted when the vampire kicked her in the back of the head, knocking her face-first on the ground. "You know, you being off your game's kinda takin' the fun out of all this." She grunted when the demon smashed a boot in her ribs. "Nope, still fun!"

She screamed at the feel of his hands around his neck. "What the fuc-!" the vampire grunted, and released his grip. Faith vaguely heard the sound of fists hitting home.

Looking up, she saw her friends standing over her, blocking Angelus’ route to them. "All you can eat buffet’s closed," Xander warned.

Angelus vamped out before laughing and backing off. "We'll have to do this again sometime."

"Faith, are you okay?" Xander pulled her up to her feet.

"I told you guys to leave," Faith shook her head, raising her hand to her forehead, "I...

I... Oh..." Suddenly her legs buckled beneath her and the world went black.

* * *

Xander kicked the hospital double doors open, heart thundering as he looked down at his unconscious passenger. God she looked so small, so weak. "We need help!"

An intern rushed over from the reception desk. "What happened?"

"She fell." Xander explained. "The flu." He carefully lowered his girl-friend onto a gurney a nurse had just brought over. "She's sick, make it better!"

"It's gonna be okay. Let's get her up." The intern soothed as he took out his pocket

light and checked Faith's eyes for a response. The nurse took notes while the doctor spoke as they start to wheel her into the emergency room. After a second, Xander started to follow. His stomach tightened at the intern’s next words. "Patient's unconscious... Pupils are unequal and unresponsive."

"What does that mean?" he demanded.

The junior doctor swallowed. "Please, you gotta give us some room."

"What do we have?" an older doctor turned up.

The intern’s gaze didn’t shift from him. "High-grade fever, possible fractures."

"Get her into Trauma 1, give her a CBC, Chem 7, type and screen."

"Right," the intern pulled away from him and took Faith through into the ward.

Xander made to follow, but the doctor stepped into his path. "I'm sorry, you can't go any further."

"Someone should be with her!"

"I'm sorry! You can't go any further." The doctor repeated before backing in and closing the door behind her.

Xander made to follow only to stop at a hand on his arm, he turned and glared at Jesse. His friend gulped but held on. "Getting thrown out isn’t going to help Faith is it?" Jesse turned to the others. "Phone Jenny, get her to bring Giles here. I’ll stay with him." The others rushed away. "Hey man," Jesse muttered in his ear. "She’ll be fine. Slayer, remember?"

* * *

Giles burst into the hospital, his emotions flitting between anger at Faith for disobeying and terror at her collapse. "Where is she?" he demanded, a combination of fear and phlegm making his voice raw.

The children rose from their seats. "She's still in the emergency room," Xander said, Giles vaguely noted the boy’s eyes were hollowed and scared.

"I must see her," he declared, starting out of the waiting room.

"Giles," Jenny said from beside him, her tone pleading. "They won't let you in there."

"They bloody better -."

His voice trailed off when the emergency door swung open and a doctor stepped out. "Are you Faith’s father?"

"Yes," the answer was automatic, the question so superfluous as to be immediately discarded as unimportant. "How is she?"

"I'm Dr. Wilkinson. We were able to stabilize and... She's going to be fine."

Behind him, he heard Xander gasp in relief. "Thank you," he nodded.

"I want to keep her here a few days, though," the doctor continued. "She still has some healing to do."

Oh bugger, Giles coughed. "Couldn’t she do this healing at home?" he ventured.

"I’m afraid not, you yourself don’t look very well-."

"We’d all help," Willow interrupted the doctor, her comment quickly followed by a chorus of agreement.

The doctor shook her head. "No, I’m afraid not, she needs specialist care. You could come through and see her though?"

* * *

Xander’s heart caught as he looked through the window to Faith's assigned hospital room. She was asleep, an an IV in her right hand, her left forearm is wrapped in an elastic bandage. "She’s going to need protection."

Xander glanced towards Giles. "My condoms-," he paled at the Englishman’s glare, realising that once again his one-track mind had got him into trouble. "I’ll stay the night."

"Angelus can come in, it's a public building," Giles commented. "I’ll stay too."

"No you will not," Jenny broke in. The Watcher opened his mouth, Jenny shook her head, her eyes flinty. "No Giles, you couldn’t fight off a pre-schooler right now."

"She’s right man," Jesse put in. "I’ll stay."

* * *

Still steaming from his humiliation at the hands of the Scoobies, Angelus stormed into his base. He glanced towards one of the rooms off from the main floor, conscious of the muffled screams coming from it. "Dru’s picked up herself a sophomore."

Angelus looked towards his grand-childe slouching against the far wall, a smouldering cigarette hanging out of his mouth. "She does like to torture doesn’t she?" he smirked, he’d created a masterpiece. Sobering, he turned back to the door. "Get your coat, we’re gonna kill ourselves a Slayer."

"Oh yeah?" Spike looked less than enthused with the idea, staying exactly where he was. "And why will this time be any from the other times that slapper has beaten us?"

"Because this time she’s in a hospital bed after being beaten there by me."

Spike smirked. "Ah well, that makes all the difference." Spike took his cigarette out and dropped on the ground, stamping on it. "We taking Dru?"

"Now William," he shook his head reprovingly. "You know better than that. Never interrupt a woman when she’s having fun."

* * *

Xander stared at his companion for a long time before speaking. "Thanks for staying."

Jesse started at his words before nodding. "You’re my bud right?" Jesse smiled. "Besides I owe you both, after," his voice trailed off.

"The love spell," Xander said flatly.

His friend coloured before nodding. "Ye-."

"Oh look, it’s Faith’s lap-dogs."

Xander’s blood chilled. Swallowing down his fear, he turned to face Angelus and Spike standing in the centre of the corridor, sneering at them. "Visiting hours are over."

"Well, we’re pretty much family," Spike sneered.

"Yeah," Jesse put in. "Why don't you and your boy-friend come back during the day? Oh, gee, no, I guess you can't."

Angelus chuckled. "If we decide to walk into Faith's room, do you think for one microsecond that you could stop us?"

Xander swallowed. "Maybe not. Maybe that security guard couldn't either. Or those

cops... or the orderlies... But I'm kinda curious to find out. You game?"

"Young love, so sweet. I’m think I’m gonna vomit," Angelus turned to Jesse. "You in this with him?"

"All the way," Jesse snapped back. Spike started forward only for Angelus to place a restraining hand on his chest.

"You're gonna die. And I'm gonna be there," Xander blustered.

Angelus laughed at his comments. "Tell her I stopped by." Angelus glanced towards his grand-childe. "Come on William."

"But."

"William…" Spike’s face sagged at Angelus’ warning tone. Turning, the two vampires strode off.

Xander slumped against the wall, his heart thundering. After a second he turned to his best friend. "Thanks man."

* * *

Faith stirred in her bed. Her eyes shot open. She looked over at the open door, a young boy was staring at her. A few moments later he walked down the hall. "Hey kid," her voice trailed off as she saw a tall man in a black suit and hat walk by.

Faith’s breath caught at the man’s hideousness, his long, bent nose, staring eyes, and filed down teeth, with wisps of wild, untamed hair poking out from below his hat. Faith groaned as she forced herself out of bed, compelled to follow the strange man. Tying her robe, she walked out of her room and into the corridor, past the solitary janitor mopping the floor. Hearing a cough, she peered into a room to see a nurse tucking in an old man. "You'll be fine. Is that better?"

Faith stopped to cough before continuing on, passing a two hundred pound female security guard. She halted when a door in front of her opened, and two orderlies wheeled out a sheet covered gurney. "Man, I hate it when you lose the young ones," one of the orderlies commented.

Hearing voices, she peered through the ward doorway. "I'm just saying, step back on the dosage until we can analyze the results," Dr. Wilkinson waggled a finger.

Dr. Backer shook his head. "There isn't time. I should think that would be clear to you by now."

"The normal course of treatment," Wilkinson attempted to reason.

"They *aren't* responding to the normal course of treatment," Bracker gestured to the kids. "Look, they're getting worse."

"Raising their temperatures is poten..."

"Dr. Wilkinson!" Bracker glared at the female doctor. "I have the consent of the

parents."

"They're desperate! They don't understand what you're..."

Bracker shook his head. "If you have a problem with my methods, just take it up with the board."

"I have!"

Faith turned away only to be confronted by two young boys. "He comes at night," said the older of the two. "The grownups don't see him. He was with Tina. He'll come back for us."

Faith felt her skin prickle at the kid’s somehow ominous words. "Who?"

"Death."

* * *

"We could have taken those two bloody plonkers!"

Angelus’ temper snapped after several minutes of his companion’s petulance. Grabbing hold of his grand-childe by the scruff of his neck, he thrust his fellow demon’s face through a near-by window and effortlessly held the weaker vampire there. "We didn’t take them because it would have been over for them in seconds," he calmly explained. "I want them to suffer. I want that bloody bitch to know she’s the reason they’re dead. Understand?"

"Yes," Spike yelped.

"Yes what?"

"Yes grand-sire."

Satisfied that the whelp had learnt his lesson, Angelus released his grip, allowing the peroxide blonde demon to straighten. "Good, now let’s find ourselves a couple of nurses."

* * *

Faith’s eyes flew open. "Good morning."

Faith glanced at Dr. Wilkinson. "Could've fooled me. Last time I felt this bad was after a three day bender."

"Uh," Dr. Wilkinson looked briefly disdainful. "How are you feeling? Looks like your fever's gone down." The doc looked at her bandaged arm. "Hmm."

"Good 'hmm' or bad 'hmm'?" Faith queried.

The doc looked dazedly at her. "Swelling's... gone! Does it hurt?"

"Nope. Can I go?"

The doctor chuckled. "No. Soon. We have to make sure that fever is gone. That's a strong virus you have. Maybe not as strong as you, but..."

"I-is that the same virus the kids have?" Faith queried.

Before the doc could answer there was a knock on the door. "May we come in?"

"Please! You, rest!" Doc ordered before walking out.

"Woman’s a pitbull," Faith muttered.

"Yes, well," G’s disapproving glare made her feel about five. "I believe I told you not to patrol last night?"

Faith was saved from defending herself by Xander’s grinning appearance. "Flowers for milady."

"Ain’t a lady," Faith’s nose wrinkled at the proffered gift. "And I ain’t no expert, but I’m reasonably sure they’re balloons."

Xander looked at the balloons and grinned. "Yeah, stick 'em in water, maybe they'll grow."

"Some chocolate," Jesse dropped a box on her bed. "It was a struggle to stop Xander opening them, but I managed it."

"Not to be outdone... " Willow placed her school books on the bed.

Faith winced. She thought she felt a relapse coming on. "Homework?"

"It's my way of saying, 'get well soon'." Willow beamed.

"For the record, your present really blows."

"I did all your assignments. All you have to do is sign your name."

"I’m going to ignore that," Giles muttered.

Faith grinned at the red-head. "I wanna be ill every week!"

"Quite," Giles nodded. "And how was your night?"

Faith glanced out of the window. "You know what? Let's take a walk."

Faith grinned up at Xander as he pushed her wheelchair around the hospital grounds. "Now, this part I could get used to."

"Do you want me to go real fast?" Xander queried.

"Do you want to keep the use of your legs?" Giles commented, Xander gulped. "Perhaps I should push."

"A girl, Tina, died here last night."

"How?" asked Giles.

"The flu."

"Flu doesn't exactly sound monsterrific," Jesse commented.

"I know. But I had like a Slayer dream, there's this Dr. Backer, and he's been giving them these experimental treatments." Faith paused. "I'm not sure what he's up to, but he's a little creepy. And then there was this kid, Ryan. He said he saw something."

"Saw what?" Amy asked.

"Death."

"The Death? As in, 'it is your time'?" Willow asked.

"Faith, a Slayer dream, and a child…"

"Yeah, but I thought I saw something. I'm not sure, I was really out of it, but..."

"But you do know that you saw death," Cordelia put in, her tone doubtful.

"Did it have an hourglass?" Willow asked. "Or a sickle?"

"Ooo, if he asks you to play chess, don't even do it. The guy's, like, a whiz," Jesse put in, "but he sucks at Twister, go for that."

"Hmmmm..." Xander grinned for a few seconds, clearly lost in thought. Then his head snapped towards Jesse. "Hey, you better not be imagining the same thing I am," her boyfriend warned.

Faith shook her head in amusement. "Maybe it wasn't death. Maybe it was something else. But I know that boy Ryan is afraid of something, something real. I'm gonna find out what." Death might have beaten her with Jonathan, but she wasn’t losing some little kid to him too.

There was a long silence. "Is this the part where we say, what can we do to help?" Xander said.

* * *

"You had to ask that, didn't you?" Jesse complained as he and Xander crept into the hushed hospital records office.

"Hush!" Xander whispered back. "It’ll be a piece of cake. We’ve gotta find out what happened to this little girl Tina, then we'll be out. Five minutes tops." His best friend opened the nearest cabinet, pointing to the one beside him. "Get to it."

"Right," Jesse nodded reluctantly.

Jesse walked across the room to the cabinets around the corner and began rummaging through. He didn’t mind helping his friend, but he wished they had at least a clue what they were looking for. He jumped when a chronically obese female security guard appeared beside him. "What are you doing here?"

* * *

"Where do we start?" Willow asked eagerly.

"What’s the point?" Cordelia asked. "I mean this death stuff is just psychosomatic for her not stopping Jonathan being killed."

Giles winced at the pain and guilt that flickered across Willow and Amy’s faces. The irony was Cordelia was bulldozer subtle, but also possibly correct. "Perhaps you have a point, Miss Chase. However it doesn’t hurt to cover all the angles. We do after all live on a Hellmouth." He paused. "A monster that grown-ups can’t see, doesn’t ring a bell. Unless…"

"Unless?" Amy prompted.

"Well, sometimes small children *do* see something we adults don't: us. Our true selves, our, our... our hidden faces."

"So the kids might be afraid of a regular person?" Amy’s eyes widened in realisation. "Like the weird doctor!"

"Stanley Backer was his name, no?" Giles said.

"Let's look him up." Willow powered up her laptop.

* * *

Jesse faked interest at the huge guard’s chatter. "You know, most people think that security guards are just guys that failed the police exam. But this is my career."

"Stereotypes are so unfair." Jesse nodded.

"I did take the fireman's exam, though. I didn't do so good."

Jesse’s mind boggled at the thought of this mammoth sliding down a fireman’s pole. "Oh, well, you know, some people think firemen are big-headed."

The guard beamed. "Well, this is where all the action is anyhow. I'm all the time restraining people."

"Mm, how thrilling." Jesse noticed Xander edging for the door. "Do you ever get scared?"

"'Fear is for the weak.' That's my motto. Either that, or 'Live in the now.' I haven't decided yet."

"I’d go with ‘Fear is for the weak’," Jesse advised. "I bet you see a lot of tragedy. You know, like that little girl?"

The guard’s muddy eyes filled with hero worship. "Oh, one of Dr. Backer's patients. Dr. Backer's a great man. He understands the real truth about children."

"What's that?" Jesse queried.

"Sometimes they die."

* * *

Faith walked down to the children’s ward. Looking through the door window, she saw the kid she recognised from her dream as Ryan sitting at a table drawing a

picture with crayons. Faith walked in. "Hey, I’m Faith, you’re Ryan, right?"

"You shouldn't be here."

"What?" Faith winked at the boy. "You don’t like girls?"

"Contagious."

"Nah. I already got what you got," Faith sat down at the table. "You not talking kiddo? You think because I'm a grown-up? Believe me, I'm not that grown up." She chuckled. "Ask my pop, anybody." Faith glanced at the kid’s pictures. Her eyes widened when she recognised the monster she’d dreamt about last night.

"He'll come again tonight."

"Ryan, listen to me." Faith cupped the kid’s face in her hands and pulled him towards her, looking him in the eyes. "I'm not gonna let this thing hurt you. Any of you. Grown-ups don't believe you, right? Well, I do. We both know that there are real monsters. But there's also real heroes that fight monsters. And that's me."

"You?"

Faith winked at the boy’s disbelief. "Hey, just ‘cause I’m a girl doesn’t mean I don’t have muscle."

"Can't fight death."

* * *

"Thanks for lumbering me with She-Kong!" Jesse complained as he escaped the guard’s clutches and hurried out of the records office.

"Well you’ve more experience with the bigger girl," he pointed out.

"You’re saying Cordelia is fat?"

"Not fat," Xander grinned as he passed Jesse the stolen records. "Just bigger than Faith."

"She’s twice the size of Cordelia!" Jesse protested.

"That guard’s twice the size of most men," Xander pointed out before sobering. "Get those records to G-Man."

* * *

"Got it!" Willow looked up from her laptop. "Dr. Backer has one heck of a rap sheet.

Reprimands for controversial experiments, risky procedures, a malpractice suit. Looks like it was dropped suddenly."

"Oh dear," Giles took off his glasses and rubbed at them. "That would be a factor in Faith’s favour that there is something icky going on."

"This may be our death guy?" Cordelia queried.

Giles nodded. "I just wish I knew what he was doing to these children."

* * *

Faith looked up at a knock on the door, she grinned as G and the gang came in, Red closing the door behind them. "It looks as if you, uh, were on to something." G walked around the bed. "The girl Tina, it's apparent that she, she died of the fever, simple enough, but, but her records show her improving and then suddenly deteriorating without any apparent cause."

"So we checked Dr. Backer out. This guy was *not* a solid citizen." Red put in.

Faith shook her head. "It wasn't Backer. He was clean."

"What do you mean 'clean'?" Cordelia queried.

"What do you mean 'was'?" Jesse put in.

"He's dead. This thing killed him last night." She handed G Ryan’s picture.

"You drew that?"

Faith shot Red a withering glance. "Do I look ten? One of the kids drew it."

"So you haven’t seen it?"

"It's invisible to me, but the children can see it," Faith explained. "Maybe you have to be really young to see it," she shrugged. "But I saw it in my dream and that’s it. What’s the drill, G?"

"I’ll see if I can find a name for this monster." G decided before blowing his nose. "You need to know what you’re fighting. You check Backer's office. See if you find any clue as to why the monster might want him dead."

"Sounds like a plan." Xander agreed.

"But if I find anything, I won't know what it means," Faith objected.

"Good point," G conceded. "Willow, you’re the science expert, please accompany Faith." Faith forced back a groan, just great.

Red beamed. "Oh, yeah, I'm good at medical stuff since Xander and I used to play doctor all the time."

Faith looked at her boyfriend and raised an eyebrow. Xander chuckled nervously. "No, she's being literal. She used to have all these medical volumes, uh, and diagnosed me with stuff. I didn't have the heart to tell her she was playing it wrong."

"Wrong? Why?" Red looked at her. "How did *you* play doctor?"

"Well generally it involved a nurse’s uniform and getting it ripp-."

"Um, fascinating though this is..." G interrupted.

"Just when it was getting interesting," Jesse’s mutter got him an elbow in the ribs from Cordelia.

"We'll call you if we find something." Giles commented.

* * *

"It's weird going through his things," Willow commented as she followed Faith into the deceased doctor’s office and began leafing through print-outs. "Hey, wait, I think I have something."

"Let’s hear it Sherlock," the Bostonian commented.

"Dr. Backer was trying to inoculate the kids with a controlled dosage of the same virus they already had." Faith stared at her in confusion. "Raising their temperatures to burn the fever out of them."

"Would that work?" the brunette asked.

Willow nodded. "According to this it was starting to. So he really was trying to help the kids."

"Till that thing stopped him," Faith scowled.

* * *

She’d barely made it back to her room when the phone went. "Yo?"

"It's called Der Kindestod."

"Yo C," Faith greeted. "What’s the skinny?"

"The name means 'child death'. This book says that he feeds off children by sucking the life out of them. Eew! But anyway, afterwards, it looks like they died because they were sick."

"So it did kill Tina," Faith said.

"Yeah, that's my take. 'Cause it would be looking at the children's ward as basically an all-you-can-eat kind of thing. I don’t get why it was interested in Backer though."

"Backer was curing the kids and taking away the Kindestod's food," Faith explained.

"Makes sense," Cordy agreed.

"Hello, Faith?" G cut in. "The Kindestod gorges by sitting atop his prey, pinning them down. Then he slowly draws out the life. It must be horrifying for the victim."

Faith winced, stomach hollowing as a terrible memory struck her. "Any idea why I couldn’t see it? Too old?"

"No," Giles corrected. "Anyone still in puberty can be taken by Kindestod, however they have to be ill. I would guess that also relates to seeing him."

"Thanks, G," Faith nodded thoughtfully before hanging up and turning to the hacker. "Red, we need to go back to Backer’s office.

* * *

"Faith, think about this."

"I have. Mostly I’ve been thinking about stopping this ugly mutha from killing any more kids," she crouched down by the open fridge door. "It's the only way."

"But how are you gonna fight this thing with a temperature?" Red pressed.

"I guess we'll find out." Faith took out and uncapped a tube, raising the serum to her mouth. Red grabbed her arm. "Red," she raised an eyebrow, "this worry was cute before, now it’s starting to piss me off."

"Faith, that's 100% pure. It'll kill you in an instant," Red explained.

"Oh," Faith looked at the tube. "Shouldn’t it say that on the label?"

"It does," shaking her head, Red reached into the refrigerator for a bottle of drinking water and poured some of the water into a beaker. "It needs to be diluted."

"K," Faith nodded. "but this better work fast." Red drew some of the serum into a dropper and held it over the beaker, allowing a single drop to fall in. "Way faster than that." Red shook her head before putting another drop in. Faith looked at the beaker. "Here’s to my health," she muttered before drinking the beaker.

A few minutes later and they were outside the children’s ward. Faith wiped at her perspiring brow, the virus hitting her like a train. "Shit. I'm not sure this was such a good idea."

"Too late now." The trainee witch commented as she opened the door. Red’s face dropped. "Oh no."

"What’s the skinny?" Faith’s heart hollowed as she looked in and saw nothing but empty beds. "Where are they?" Faith turned to her companion. Her eyes widened when she saw a flapping cloak and then the face of the Kindestod. Heart racing, she clamped a hand around her companion’s mouth and pulled her down. "He’s in there," she whispered, certain the demon could hear them through the thumping of her heart.

She peeked in to see the demon smile manically at her, and doff his hat and bow before leaving through the basement access door. Gathering her courage, Faith hurried to the other side of the ward and tried to open the door but in her weakened condition failed to. "It’s going after them," she descended into a bout of heaving coughs. "I can’t open it."

"I’ll get Xander and Jesse," Red suggested.

"Good idea," Faith agreed. "Hurry!"

* * *

"Shh!" Ryan ordered the others to be quiet as they huddled in a basement corner. If they just waited until the morning they’d be fine. Monsters couldn’t come out in the day, everyone, even adults, knew that.

"I'm cold," one of the girls sobbed.

"Here." Ryan resisted the temptation to sigh. Girls, always whining. They were so useless. "Here We're gonna be safe in -." Suddenly the others started screaming. "Shh, be quiet, or he’ll-." Ryan screamed as a clawed hand lifted him into the air.

The monster flung him to the ground, the fall’s impact driving the air from his lungs. Ryan tried to rise but the animal froze him with its scary eyes. The beast knelt over him. Ryan opened his mouth to scream but nothing came out. The chuckling demon grabbed his head and the monster’s eyes extended on stalks to connect with his head. In seconds, Ryan began to feel tired.

A pipe suddenly slammed into the monster’s head, its eyes snapping back into their

sockets. "Hey asswipe," drawled a voice. "You wanna step away from the kids?"

* * *

The Kindestod rose to face her. Faith swung the pipe again, but the monster blocked her attack, knocking the pipe from her grip. "Xan!" she yelled as she ducked a right hook. "Get them out of here!"

"I’m not going anywhere," her boyfriend shouted back. "Jesse! Willow!"

Faith opened her mouth to argue only to catch one full in the mouth. Dazed, she was helpless to prevent being thrown into the far wall. In a second the creature was on her, pounding her with blow after blow. Faith swung at her attacker, but the demon just leaned out of her range, grabbed her, and flung her back into the wall. "Shit," Faith groaned.

Gathering her wits, she slid inside a right cross from the demon, its knuckles smashing into the wall behind her. A trio of kicks forced the demon backwards, but a backhand to her nose caused her sinuses to explode in pain. Faith leapt upwards, grabbed an over-hanging pipe, wrapped her legs around the monster’s neck, and twisted. The Kindestod’s neck cracked, its body jerked and fell lifelessly to the ground. Faith sneered down at the corpse. "Picked on the wrong kid this time mother-."

"Wow, you’re like a for real hero."

Faith turned at Ryan’s words and shook her head. "Didn’t I tell you to get them out of here?" she reproved, glaring at Xander.

"Someone wouldn’t leave without you," Xander winked at the small boy.

Faith smirked at Ryan’s awestruck expression, truth was it felt pretty good to see a kid looking at her like that. "You were pretty brave yourself," she praised, "leading the other kids down here." She leaned down and kissed Ryan on his cheek. "Well done."

"Girl cooties," His face set in a grimace, Ryan wiped his cheek clean with the back of his hand.

Faith laughed. Xander shook his head. "Trust me, one day you’ll regret doing that."

* * *

Faith curled up on the sofa in her boy-friend’s arms, she glanced across at her smiling Watcher sat opposite. "I…I knew that demon."

G’s eyes widened; her Watcher leaned forward. "What do you mean, Faith?" the Englishman demanded.

"When I was nine, my mom went on one of her benders and I ended up in care again. But for the first time," Faith smiled sadly. "I didn’t care. The first day there, these kids tried to pick on me, but Rachel stopped ‘em."

"Rachel?" Xander whispered a query in her ear when she didn’t continue.

"Rachel," Faith’s smile trembled. "She was like 12, the coolest, toughest kid in the whole damn home, even the teens were scared of her, but she wanted to be my friend, ‘cause she thought I was cool too."

"And you are," Xander said.

"Thanks X," Faith kissed her boyfriend’s chin. "She was my first friend ever. Fuck I was like her puppy dog. The first two weeks were like the best in my life, then," she blinked back the tears. "The whole place gets hit by the flu, not me though, I was five by five. But Rache gets it bad. One day I’m coming into her room when she’s screaming and cussing like hell, her face real scared, trying to push something away that I couldn’t see."

"Oh good lord," breathed Giles.

"I wanted to help her, but I didn’t know what to do!"

Xander’s arms enveloped her, pulling her closer. "You stopped him, he’s gone now," Giles said.

Faith shook her head, unwilling to be comforted by the Englishman’s words. "But I couldn’t save her."

Giles smiled as he entered the research lab at the Sunnydale Museum of Natural History. Just smelling the slightly musky scent that accompanied every museum he’d ever been in made him vaguely reminiscent for his days as British Museum curator, where he’d not been dragged this way and that by teenage angst. Not that he’d swap that for the guardianship of his daughter, the love of Jenny, or the companionship of Faith’s quite amazing friends. Not that he’d ever tell any of them that. One had to keep them on their toes.

His inward chuckles trailed off as he approached the centre of the room, noting the eight foot chunk of rock stood in the middle of the room and the audible evil aura coming off it. His ‘Spidey sense’ as Jesse or Xander would say was definitely tingling. A technician was carefully cleaning the rock off, using a jet of compressed air before brushing across its weather-beaten surface. "Careful now." A chubby man remonstrated from beside the technician before pointing at the rock. "Concentrate in this area. There you go."

"Hello?" Giles greeted.

"Rupert Giles?" the chubby man queried.

"Yes." It was an effort but he managed to tear his gaze from the forbidding rock to turn to the museum worker.

"Doug Perren." They shook hands. "Thanks for coming."

Giles forced a smile. "Oh, not at all. It's... flattered to be asked."

"I spoke with Lou Tabor at the Washington Institute, and he told me we had the best authority on obscure relics right here in Sunnydale."

"Ah," Giles shrugged, flattered despite his disquiet. "That’s a slight exaggeration. There’s a number of people who match my expertise." He looked towards the rock.

"This is our baby. Construction workers dug it up outside of town. Don't have a clue what it is. Any ideas?"

Gathering his courage, Giles covered the short distance between him and reached out a hand to stroke the weathered stone. "A few. None I'd care to share until I can verify." His eyes narrowed at the runes on the stone. "You have carbon dated it?"

"The results will be back in a couple of days. I'll go out on a limb and say old."

"Yes, it is," Giles chuckled politely before picking up a jar and a scraper. "I’d imagine it predates any local settlements we've read about. May I?"

"Yeah," the Sunnydale scientist nodded. "Sure."

Giles leant in to the rock and started scraping at the corner of the obelisk, catching the debris in the jar. He dug into a groove. A few scrapes later he stopped and tapped the scraper clean on the jar rim. "I assume you've, uh, you haven't tried to open it," he turned with raised eyebrow to his companion.

"Open it?" Doug queried as he leant into the artefact. "Ah, I'll be damned. I figured it was solid. What do you think is in there?"

"I don't know," Giles looked at the eight foot tall rock, his trepidation growing.

"Well... I guess we won't know until we open it up," Doug beamed.

"Yes, but could I ask, would you wait? I'd like to work on translating the text. It might give us an indication of... what we'll find inside."

"You don't want to be surprised?" Doug enquired.

"As a rule I don’t like surprises," Giles replied.

Doug shrugged. "Alright. You're the expert. But I'm pretty damn curious, though."

* * *

"Tra la la!" Angelus looked up from his inspection of the paper to see Drusilla dancing down the steps that led into the garden "The moon whispers to me," the undead seeress closed her eyes and leaned her head back. "All sorts of dreadful things."

Angelus exchanged weary looks with Spike. Him turning Dru had increased her powers but at the same time making her babblings ever more cryptic. It was a definite trade-off. "Well, what did it say?" he asked patiently, knowing full well getting angry wouldn’t get any results.

"Yes, pet," Spike’s voice was soft, coaxing. "Tell us all about it."

"What did the Moon tell you?" Angelus put in, careful to keep his tone even. "Did you have a vision? Is something coming?"

Drusilla nodded, a familiar coy look in her eyes. "Oh, yeah. Something terrible. Psst, psst, psst, psst, psst, psst..."

"Where?"

"At the museum. A tomb..." Dru giggled, "with a surprise inside."

"You can see all that in your head?" Angelus asked.

"No you arse, she read it in the morning paper." Spike picked the paper off the table. "Mysterious Obelisk Unearthed'."

"That's what's been whispering to me. Sh."

"Oh, yeah. Don't worry, though. Soon it'll stop." Angelus soothed Drusilla before turning to Spike. "Soon it'll scream."

* * *

Dr. Perren was going over his notes when he heard some whispering coming from behind him. He turned around to look but couldn’t see anything. Shaking his head, he got up from his desk and walked over to the obelisk. He was amazed when the whispering got louder as he neared it. He reached up to caress the runes on the face of the rock. The whispering seemed to be coming from inside. He placed his palm flat on the rock face and stared up at it in amazement. Suddenly a hand wrapped around his neck and twisted.

* * *

"Damn it Dru!" Angelus exploded. "I needed him alive for information!" he remonstrated as his childe dropped the pudgy scientist.

His childe whimpered. "Leave her alone mate," Spike snarled.

Angelus shook his head. "Not a bollocking brain between the pair of them," he muttered even as he eyed the obelisk, licking his lips lustfully. "I’ll be having one of those to go." Two of his minions walked around the rock with some rope and tools.

* * *

She watched as her prey headed through the park, her swagger marking the shapely brunette as the predator she also was. Suddenly the sultry teen stopped and jerked her head aside as if hearing something. She took a breath, had her rival sensed her? Finally the girl started off again, taking a few steps before spinning around to peer into the bushes where she was hiding. Turning, the girl started off again. A triumphant look on her face, she stepped out of the bushes. Faith instantly pivoted around with her fist held up, ready to punch. Her fellow Slayer relaxed when she recognised her. "Even a Boston Southie knows polite people call before they jump out of the bushes and attack you."

"Just wanted ta test yar reflexes," Kendra replied.

Faith shook her head, hand resting on her hip. "How about testing my face-punching? 'Cause I think you'll find it's improved."

Kendra smiled. "I was on ma way to ya house. Saw you walking. Couldn't help meself."

Faith chuckled. "Why are you here?" Kendra opened her mouth. "Oh, wait.

No, let me guess. Your watcher informed you dat a very dark power is about to rise in Sunnydale."

"Dat's about it." Kendra nodded.

"Sis," she was surprised when her fellow Slayer looped around her shoulders. "This be the Hellmouth. There’s always da dark power arising."

Kendra stared suspiciously at her counterpart. "Are you making fun of me?"

Faith cocked an eyebrow. "Would I?"

"I’d be thinking yes."

* * *

Angelus and Drusilla walked across the mansion floor to join Spike lounging against the wall staring at the tomb. "It's a bloody big piece of rock." The English vampire turned towards them, a sneer on his face. "I can't wait to tell my friends. They don't have a rock this big. They’ll all be jealous."

Angelus snatched the cigarette out of his grand-childe’s mouth and threw it to the ground. "Spike, boy, you never did learn your history."

"Why don’t you teach me then?" Spike challenged.

"Acathla the demon came forth to swallow the world." He strolled over to

the obelisk. "He was killed by a virtuous knight," he looked over his shoulder to his childe and grand-childe. "Virtuous knights? Don’t you just hate them? Always getting in the way. Anyway, he pierced the demon's heart before he could draw a breath to perform the act. Acathla turned to stone and was buried where neither man nor demon would want to look." He backed away from the tomb. "Unless of course they're putting up low-rent housing. Boys..."

At his order, two vampires reached up with crowbars and pried open the tomb. The lid

crashed to the floor, stirring up dust. Inside was a tall, horned, stockily built stone demon with a sword protruding from the right side of its chest.

"He fills my head. I can't hear anything else." Looking over his shoulder, he saw Drusilla swaying from side to side.

"Let me guess. Someone pulls out the sword..." Spike’s voice trailed off.

"Someone worthy..." Angelus added.

"He will swallow the world." Drusilla trilled.

Angelus nodded. "And every creature living on this planet will go to Hell. My friends... we're about to make history... end."

"Well, the Judge didn’t get the job done, but this…" After a second Spike grinned. "I can live with that."

* * *

Giles came out of his office into the main room and smiled at the two Slayers, Kendra’s very welcome return having occurred the previous day. If nothing else it provided his charge with some much needed back-up. He looked towards the other ‘Scoobies’, his good mood dissipating as he watched them feverishly working. All of them were too young to have the world on their shoulders. "I've been on the phone to the museum," he announced before leaning on the table. "The artefact in question is missing, and the curator has been murdered. Vampires."

"And you're sure this was the tomb of Alfalfa?" Faith queried.

"Acathla. And yes, the information provided by Kendra's Watcher seems conclusive."

He straightened up as Willow walked out from behind the counter.

"Okay, somebody explain the whole 'he will suck the world into Hell' thing, because that's the part I'm not loving," Willow asked.

"The Demon Universe exists in a dimension separate from our own." Giles shot Jenny a fond smile as she lectured, she’d have made a fine Watcher. "With one

breath, Acathla will create a vortex that will pull everything on Earth into that dimension, where any non-demon life will suffer horrible and eternal torment."

"Oh boy," Jesse moaned. "Never-ending ‘Save By The Bell’ re-runs. Screech," the boy shuddered. Giles stared at the boy in bemusement. American, a whole different language.

* * *

"Spike?" Spike looked up from his position lounging on his bed as Drusilla came through his room’s doorway. "Spike, my sweet! The fun's about to begin," his insane sire trilled.

"Should be interesting," he commented before leaping to his feet and following his sire through into the main hall where two of grand-daddy’s minions were dragging out a bare-chested young man to drop him to the ground before Angelus. The youth immediately leapt to his feet but the Irish vampire grabbed him by his neck and lifted him off the ground.

"I will drink... the blood will wash in me, over me, and I will be cleansed. I will be worthy to free Acathla." His grand-sire intoned. "Bear witness as I ascend..." The captive screamed when Angelus morphed into his game face. "As I become." Spike felt a shiver of excitement as his grand-sire roared and powered his fangs deep into the man’s neck, drinking him dry and wiping his hand against the wound before throwing his corpse aside. Angelus looked at his hand before walking over to the mammoth statute. "Everything that I am, everything that I have done, has led me

here." He grabbed the sword jutting out of the statue’s and pulled. The sword remained fast and a blood-red flame shot out from the sword, slamming into Angelus and flinging him across the room. "Damn it!" Angelus leapt to his feet.

"This is so... disappointing!" Drusilla screamed. Spike petted her consolingly.

Angelus angrily paced in front of the statue. "There must be something I missed. The

incantations, the blood... I don't know!"

"What are we going to do?" Drusilla wailed.

"Hey mate," Spike called out to his grand-sire. "I know someone who can help."

* * *

"Willy came through in a pinch G," Faith reported as she hurried into the library, her fellow Slayer flanking her. "Says Angelus and his amigos are holed up in a factory off Cheersworth Street."

"Excellent," Giles praised as he turned from his studies to regard his adopted daughter. "In that case you and Kendra," he smiled at the dark-skinned Slayer, "go and secure the statue while we," he regarded his fellow studiers. "Research a way to eliminate the statue."

"Do you think we should split our forces like this?" Xander queried. "Maybe some of us should go-."

"Mr. Harris," Giles said wearily. "Please stop squirming and research."

"But-," the youth quietened at his raised eyebrow.

"Makes sense X," Faith put in. His daughter strode over to her boy-friend and softly kissed him on the lips. "Leave the Master Vampire killing to the super-powered."

* * *

"Da is no vampires here."

"I know," Faith nodded as her fellow Slayer’s accented voice echoed around the empty factory, she looked around the refuse strewn floor. "Question is why did we get this address-," her eyes widened as it hit her. "G!" Heart pounding, she charged out of the factory, the younger girl trailing in her wake.

* * *

"Nothing?" Giles sighed as his companions shook their heads. "Bollocks," he muttered under his breath. About the only thing they’d discovered so far was how to awaken Acathla, information he most assuredly did not want Angelus and his cohorts to have. "We need to have a way to destroy Acathla for when Faith and Kendra capture him."

"Oh laddie," his blood chilled at Angelus’ voice behind him. "I wouldn’t worry about that if I with you." Spinning round, he dived for the weapons chest by the counter, only to catch a clubbing overhand right to the temple, knocking him to his knees. Groaning at the pain, he surged up from his knees, grabbing the Irish vampire around the waist. Angelus laughed mockingly. "As feisty," he groaned as a crushing axhandle to the shoulderblades knocking him back to his knees. "As his Slayer." A fist crashed into his head, knocking him unconscious.

* * *

Angelus looked around as the Watcher slumped into unconscious. "Don’t kill them!" he ordered as one of his minions threw Harris into the far wall. "I want them to be alive when hell comes." He smiled, five vampires dead and his target acquired. He picked up the Watcher’s limp body and threw it over his shoulder. He turned to his smirking grand-childe. "He won’t be easy to break, and we won’t have much time."

If anything Spike’s sneer widened. "I got a few ideas mate."

He buffeted his grand-childe with a friendly slap to the back. "I figured you would have."

* * *

Faith hit the library’s double doors at a run, not having lost a pace in her three mile run through Sunnydale’s darkened streets. Seeing her honey struggling to his feet by the far wall, she hurried over to him and grabbed him as he stumbled. "X," she whispered, heart thundering as she looked around and noted one very important absentee. "Where’s G?"

"Angelus," Xander shook his head then winced. "Took him."

"No," Faith whispered, tears blinding her.

* * *

"Rupert! Rupert!"

Head throbbing, Giles forced himself out of unconsciousness at his girl-friend’s voice. "Jenny! You shouldn’t be here," he hissed..

Jenny smiled. "Shh, as long as we’ve got one another it’ll be okay."

"We have to get out of here." His eyes widen with fear as he looked around.

Jenny stroked his shoulders. "No-no-no-no-no. Slowly." His girl-friend brushed her hand over his temple, down his cheek and over his lips. "Did you tell Angelus? About the awakening ritual?"

"No," Giles shook his head, insides twisting. "We have to get... him away from Acathla."

Jenny’s eyes narrowed. "Why? Is he close to figuring it out?"

"Later," Giles insisted.

"Tell me what to do." Jenny implored. "It's all right. We'll be together... finally. We'll have everything we never got to have... Never got to feel... Just tell me what to do."

"We have to get Angelus away from Acathla," Giles hissed, desperation growing. It couldn’t be long before they were discovered.

"Angelus himself? He's the key?"

"H-h-his, his blood... H-he mustn't..."

"Told ya Dru’s hypnosis would work mate."

"Yeah," Giles’ heart stopped when Angelus stepped into the doorway, "well done William." His heart dropped when he looked at Jenny only to see Dru instead. They’d fooled him, he’d just given Angelus the keys to unlock the door to hell.

* * *

"Right," noticing Faith’s slack-jawed, eyes-glazed state Jenny forced her own terror at what might be happening to Rupert under control to take command of the situation. "Willow," she turned to the trainee but incredibly powerful witch. "I need you to cast a locater spell to find Ruper-."

"What!" The Bostonian Slayer’s eyes snapped into focus as she glared from her to the suddenly quivering red-head and back again. "Why the fuck didn’t you do that to start with?" the supernatural warrior raged. Shaking off Xander’s calming hands, the former street child marched up to her, her normally gorgeous features twisted in rage. "If you’d done that in the first place me and Ken would have been here! They wouldn’t have got G!" the Slayer’s raging eyes filled with tears. "They wouldn’t have got G!"

"Faith," telling herself that Faith was understandably upset, she kept her voice calm. "We couldn’t. Locater spells are notoriously difficult. We couldn’t track a vampire in Sunnydale, the demonic energy from the Hellmouth would mess the spell up."

"Like static on a radio?" Jesse suggested, the youth’s face pale.

"Exactly," she nodded. "But now they have Giles, we can find them through him."

"Come on Faith," Xander put his hands on the brunette’s slender shoulders and led her away.

Taking a breath she hadn’t realised she’d been holding she turned to Willow. "This is what I’m gonna need you to do."

* * *

"They’re at the abandoned fish factory near The Fish Tank."

"Five by five," Faith nodded her thanks to Red as she gathered her thoughts. "This is what we’re gonna do. Ken, you’re on Dru and Spike detail. Amy, you work with Jess, and Xan, take Red as back-up, keep the minions off our backs. You," she turned to Cor and Jen, "grab G and get the fuck out of there. No heroics."

"And what will ya be doing may I ask?"

"Me," Faith glanced at her fellow Slayer. "I’m going to take care of Angelus."

* * *

"Acathla... Mundatus sum... pro te necavi. Sanguinem meum... pro te effundam..." Angelus stepped slowly toward Acathla, "quo me dignum... esse demonstrem.

Now, Acathla..." Drusilla handed him a knife. "You will be free." He winced as he drew the blade across his palm but didn’t take his stare off of the demon as he dropped the knife. "And so will we all." He threw his head back and laughed as a roaring started from deep within the statue and he pulled out the sword from its chest, the gesture engulfing the room in a white light. It wouldn’t be long now.

* * *

"Jen," Faith stopped as something occurred. She turned towards the computer teacher. "If Acathla is opened, can anything stop him?"

"Yes," Jenny replied, her face serious. "The blood of the demon or person who freed him."

Faith nodded. "Good to know."

* * *

"Oh daddy!" Drusilla spun to face the doors. Her eyes widened and flashed yellow as they burst open and the blackbird and chocolate Slayer walked in at the head of their friends. "It’s not right," she shrilled as she saw her future. "I won’t allow it."

Screeching manically, she charged the foreign Slayer. The supernatural girl spun away from her attack, catching her with a jarring elbow to the jaw. Dazed, she was only just able to avoid a right cross to her nose and retaliate with a nose breaking punch of her own.

Even as the Slayer tried to shake her head clear she was on her, grabbing the girl around her slender neck. The sweet child let out a soft gasp.

And then drove a hard knee into her groin.

Shocked and in pain, Dru released her grip and stumbled backwards. "I’ll be thinking I don’t like you," the Slayer hotly declared before following up with a side thrust kick that would have wrecked Dru’s face but for the fact she managed to sway out of the way.

Dru giggled, dear girl. "Slayers aren’t supposed to like vampires, dear." She raked the girl across her eyes, drawing blood. "Way of the world, see?" She grabbed the blinded girl around the neck, drawing her into a deadly embrace. "Whoever heard of such a thing?"

The Slayer struck out instinctively, butting her in the face. "Naughty girl!" Dru scolded, her backhanded slap sending the Slayer down to one knee. Seeing her chance, Dru plunged her fangs into her exposed neck. "Yummy," she breathed. "Girlie tastes just like chocolate, all sweet and nice."

* * *

"Ach," Angelus swore as he pointed the sword he’d just pulled out of Acthala’s chest at Faith. "You little bitch, always sticking your nose where it doesn’t belong!"

The brunette’s answering smile was without its usual cockiness, more intense. Probably because he’d kidnapped and beaten her Watcher. What was that saying about omelettes and eggs? "Glad you noticed," she snarled before lunging at him, her own sword thrusting at his face.

Seasoned fencer of over two centuries, he easily knocked the blade away. "Ah lassie," he taunted. "You’ll be even crankier than normal. Time of the month?" he shook his head. "Nah, I can’t be smelling that on ye."

"You bastard!" Face whitening in outrage, the Slayer came in fast but wild. He easily dodged her attack and drove a fist into her head, knocking her to one knee. Shaking her head, the Slayer quickly jumped to her feet.

"Oh come on!" he laughed. "You’re off your game lassie!"

Faith circled him, more cautious than before. Suddenly the Slayer launched herself into a roundhouse kick that collided with his head, knocking it to one side. The Bostonian followed up with a thrust at his right shoulder that he only just managed to twist out of the way of, retaliating with a slash at her that tore open a furrow just above her left hip.

Smiling at the brunette’s wince, he put his fingers to the bloody blade and then to his mouth, licking the viscera off. "Ah," he drawled with a mocking sneer. "Slayer’s blood, nothing sweeter. Well," he tilted his head to one side, "there’s always their screams."

"Never happen!" He parried the Slayer’s next slash at him and retorted with a slash at her head, that she ducked under before stepping into him and shoulder-charging him back a step. He responded by grabbing her by her throat and flinging her to the ground.

"Finally ya be knowing ya place girl," he sneered. "On your back."

* * *

Spike watched as the shapely cheerleader and curvy gypsy helped the unconscious librarian out of the chair he’d been fastened to. "Time to fill me boots," he muttered before sauntering over to the two oblivious women, unmindful of the chaos surrounding him. Grabbing the gypsy, he sunk his fangs deep, ripping through an artery before dropping her onto the floor to bleed out.

"You bastard!" the cheerleader screamed as he grabbed her hair. He wouldn’t kill her, Spike decided, not right away anyhow. The American girl threw the contents of a water bottle at him.

Spike blinked as the liquid hit his eyes. He recognised the smell as.. His eyes widened in horror. "Paraffin!"

"That’s right asshole!" He roared wordlessly as a lit match flicked up at his face, engulfing him in flames. He barely felt the stake that slammed into his chest.

* * *

Kendra felt her strength fading as the vampiress fed from her, draining her life-blood. At first she’d struggled, but now she was just slumped helplessly against the vampire, thinking about all the things Faith had promised to do with her after they’d dealt with Angelus’ brood. Play video games. Go to a club, a cinema, maybe even take in a football game or a concert. Have friends.

She’d never do them now.

Suddenly the vampire reared back, her bloody fangs bared in a screech. "WILLIAM!!!!!"

With her last strength Kendra bent over, picked up her suddenly incredibly heavy stake and drove it into the hysterical vampiress’ heart. She smiled as the vampiress turned to dust, Mr. Zabuto would be so proud.

Then the world turned black.

* * *

"Go to hell!" Faith kicked at the vampire’s legs. Angelus leaped athletically over her counter but the distraction gained her the time needed to leap to her feet.

"Soon," Angelus beamed. "We all will." The demon looked behind her to Acathla.

Distracted by the increasing roaring from the demon, Faith glanced instinctively at the monster. And screamed when the Irish vampire thrust his sword through her side. "Ach," the vampire laughed. "That has gotta hurt."

Faith responded by retreated, blood dripping from both her wounds. The demon charged her. Faith dived at the wall to her left, hitting it feet first and leaping off to come off behind the vampire, catch him with an airborne spin kick to the back of the head and knock him into the heavy statue. Before Angelus had chance to react, Faith thrust her blade through the demon’s shoulder, uttering a quick prayer that Jenny was right about how to close the doorway.

The moment Angelus’ blood dripped on the statue, the demon was grabbed in a white vortex and dragged screaming into the statue. Then the light disappeared, not so much of spark remaining.

"Couldn’t happen to a nicer guy," Faith drawled. A grin on her face, Faith spun around to face her friends. Her smile died when she saw Kendra slumped over a pile of ashes, blood dripping from her neck and a wildly sobbing Giles cradling Jenny’s corpse in his arms, her friends surrounding him. "Noo!" she screamed. It wasn’t supposed to go like this.

* * *

"I’m wicked scared X," Faith whispered as she watched from beneath a tree some distance away as Giles knelt by Jenny’s newly planted gravestone, the hurt from the wound in her side unimportant next to her father’s desolation. "G’s falling apart and I don’t know what to do."

Xander kissed her on the forehead. "Life’s not like a movie is it? The dead people don’t get up after the final reel. We’ll help you with him. We all will."

Faith let out a rattling sigh. "Thanks X."

* * *

An Unknown Hell Dimension

"I understand we had an unexpected arrival?"

"Yes sir," his chief minion nodded, his respectful gaze fixed on the fiery ground.

"And has he been," he searched for the appropriate words, "shown to his lodgings?"

"Yes sir. And your instructions?"

"Torture him for a few decades, I’m sure he’ll come in handy in the future."

* * *

"Is that the last of them?" Wilkins signed the paper with a flourish.

"Yes sir. Your affairs are all in order for your ascension."

"Excellent!" The Mayor beamed at the fresh-faced young man. "You’re a talented man, a real go-getter. My deputy," his lip curled up in disdain at the thought of Finch, "is a disappointment. Perhaps you’d be interested in taking his place?" He could easily organise an accident for his erstwhile second-in-command.

"I’m flattered sir," the lawyer shook his head. "But my employer doesn’t take kindly to those who leave its service."

"Ah well," Wilkins hid his disappointment behind a smile. "Loyalty’s an important quality. Thank you for your assistance today Mr. McDonald," he shook the young lawyer’s hand, "as usual Wolfram and Hart haven’t disappointed."

Lindsay McDonald nodded at his praise. "Thank you sir."

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