Earth, The Near Future.

"They’re coming through! It doesn’t matter what we do!"

"I know." Xander forced a smile even as he loaded shells into his shotgun. "Just make them pay for every inch of ground."

The young Slayer stared back at him, eyes frightened. "Mr. Harris, there’s too many -."

"I know," he nodded. "Just make them pay."

"Yes sir," the Slayer squared her shoulders before making for the door. And then it exploded open, shards of wood flying everywhere, and they stormed in.

* * *

The Higher Planes

"NO! NO! NO!" Zeus shook his head even as he glared around the hushed assembly room; his fellow remaining Pantheon members watching events unfold in the All-Seeing Globe. "This is unacceptable! We did not fight for so many eons to see it end like this!"

"Someone has to have interfered with the timeline," Seaxneat concluded. "The Goa’uld, Sebaceans, Jem'Hadar, and the Predators were to have slowed their advance."

"He’s right," Dagda agreed. "The Dark Storm weren’t to reach earth for four centuries yet. Earth should be far more advanced to face them."

"It must be The Elder Gods!" Camulos spat. "An outrage! The Non-Interference Pact we forced upon them quarter of a billion years ago has always chafed!"

"The more important question is what do we do about this?" asked Brahma. "The earth has always been this universe’s nexus, should it fall, the entire universe will descend into an unimaginable chaos."

Zeus stared around the hall. It was a hall that had once seated over a thousand, but now held less than a tenth of that number. Wars with The Dread-Lords, The Thundering Cabal, Pain’s Hordes, The Steely Swarm, and lastly The Elder Gods had decimated his people. They, who had been the caretakers of the universe since its inception, stood at the edge of an abyss that not even they with all their great powers could easily climb out of. Immortal yes, invunerable no. They could and had died in great numbers for this universe, but since The Non-Interference Pact they had merely watched and gritted their teeth against what they had seen.

Perhaps that should end now. "If the other side can play around with the Fates then so can we," Zeus decided.

"What do you suggest?" Camulos asked.

"The Slayers are this world’s most powerful warriors and its only true super-powered army. There are other super-powered indvividuals – the Charmed Ones and their ilk, but they are not organised for the most part." Zeus smiled. "Perhaps we need to further empower our Slayer army and those who fight alongside them."

"What are you hinting at?" Brahma demanded. "We must be careful not to bring the Fates down on us, they will not tolerate overt and major tampering with the timeline."

"I know, we will leave much up to chance, what powers our Slayers will get for example," Zeus replied.

"You know I like games of chance as much as the next person," Othin’s chuckle sounded like a mountain falling. "I’m intrigued, what is your plan?"

"You recall the Sunnydale Halloween incident?" Zeus replied. "Perhaps we should organise it so that spell had more permament effects?"

"The spell only effected a handful of those that would be at the final battle," Apsu put in. "And there’s always the chance they pick up costumes without powers."

"Then we elimnate that chance," Ra suggested.

"We cannot interfere too much," Othin warned.

"Better we err on the side of too much that too little," Zeus countered.

"Perhaps you would do us the honour of wiping that grin off your face and sharing your grand idea."

"As you wish." Zeus smirked at Perun’s impatient suggestion. "Firstly we will ensure that only the chaos mage’s comstume shop will be open in the day in question, random accidents, illnesses to the other shops’ workers, that sort of thing. Secondly, we influence some of Sunnydale’s other residents to use their new-found powers to fight the city’s demonic inhabitants. Thirdly, we will influence some of those who will be at the last battle to move to Sunnydale – future Watchers, Potentials. And finally, we will compell them to attend the shop."

"That will get the subjects in place," Ra slowly commented. "But what of powers? We cannot be so blatant as to give them specific powers ourselves."

"Super-heroes?" Othin chuckled as his fellow higher beings turned towards him. "Over the past half century or so, the Americas in particular has developed an interestign tradition of comic books depicting the exploits of heroes."

"A fine idea," Zeus approved before pausing. "Rayne uses a higher-level demon for the spell, if we focus our power through him, we can force some of the spell’s effects to be more long-lasting."

"Some of the spell’s effects?" Aspu queried.

"As Othin said we cannot interefere too much," Zeus replied. "We have to leave some things up to chance. Perhaps we should consider how best to optimise our world’s defenders?"

"Do you mean what mythology to use?" Ra asked.

"That is part of what I was suggesting," Zeus paused and glanced at Othin before continuing. "Though I am sure that Othin would be better suited to making that decision?"

"I would chose the Marvel tradition, its rich and varied in heroes with great powers and abilities." Othin replied before looking towards him. "What did you wholly mean, optimise the world’s defenders?"

Zeus scowled as Othin re-introduced this most distasteful of topics. "There are certain people that it would perhaps be wise did not last until the end."

"Oh yes?" Seaxneat leaned forward, brow furrowed. "Who might you have in mind?"

"The Summers girl for one," Zeus replied. "Yes!" he raised a hand at the others’ exclaimed protests. "I am not doubting her mettle in battle, but she has major character flaws. Her arrogance and inability to listen will lead her to discard the advice of those far more suited to lead. Her selfishness and inability to learn will repeatedly lead her into hideous decisions that more than often than not will make things worse rather than better. Lehane at least has the wisdom to learn from her mistakes and listen to those better suited to leadership. Without Summers’ influence and mistakes to isolate her, Lehane could become a very effective ‘Scooby’."

"Who else do you suggest should be removed from the timeline?" Ra asked after a heavy pause.

"The ensoulled vampire, the first, not the accident." Zeus replied. "Without his presence, it is highly unlikely the second would happen."

"He is one of this time’s greatest champions!" objected Perun. "He is without the flaws of Summers and Lehane."

"Except when he loses his soul, then he is one of this time’s greatest villains. Because of him, the Watcher lost his true love and with her demise, much of his heart. Because of him, the Slayer’s friends were constantly divided. Remove his influence and the core unit will be some more unified and the Watcher so much decisive. And we will need the Englishman’s leadership."

"And who would you add earlier to the timeline?" Camulos asked before anyone else could comment.

"As I said, I’d move certain personnel who would become influential in the later Council, future Slayers and Watchers." Zeus paused. "I also hope that certain amongst Sunnydale’s population will volunteer to aid the Slayer’s team. Unfortunately while the rules that bind us can be bent, they cannot be broken. We cannot either choose their costumes for them or their actions afterwards."

"What about protecting those who might be assets later on?" Aspu suggested.

"Who do you mean?" Zeus asked.

"The witch, the half-demon, and the African-American," his fellow pantheon member replied.

"Perhaps we can engineer it so they meet the Sunnydalers earlier on, but we cannot protect anyone, that would be stretching the rules too far," Camulos broke in.

"And what of the spell, how will we break it afterwards?" Ra asked.

"The way it was first broken," Othin answered for him. "We use Miss. Rosenberg’s shyness to discourage her from donning a costume. After all, she is already arguably the most powerful magician in several centuries, she scarcely needs more power."

"And she does not cope well with power at the best of times," Zeus agreed. "Although perhaps with this tighter unit around her, things will be better for her."

"One can but hope," Ra commented.

"And how and when will these changes in the timeline be enacted?" Camulos queried.

Zeus smiled. "From little pebbles great ripples will grow."

* * *

LA, June ‘96

"I can’t believe you want to do this!"

"You don’t understand, Francis!" Harriet’s ringlets danced around her shoulders as she shook her head. "The variety of demons in Sunnydale is staggering!"

Doyle stared at his wife and love. "Yes, that would be because it’s the Hellmouth. Note the word ‘Hellmouth’, Anywhere with ‘hell’ in the name is probably a place that won’t do a roaring tourist trade."

"But if you’re to understand about your heritage surely it’s the place to go?"

"Couldn’t I just look ‘Brachen’ up on the internet?" Doyle sighed at his wife’s pout. He wasn’t going to win this one, he might as well give in gracefully. "They have elementary schools in Sunndyale don’t they?"

* * *

LA. July ‘96

Pike groaned as the light cut through the room’s not quite closed curtains, bathing his reluctant face. Throwing aside his unwashed sheets, he yawned and stretched, rubbing at the gritty sleep in his eyes.

It had been a month since she’d left for Sunnydale. A month that seemed like an eternity. In that month nothing had been able to fill the void within him.

It wasn’t just her absence though. It was the world she’d opened up for him. Yes, it was a dark, foul world, but it was a world in which he had a purpose, where he wasn’t just a bum. A world where he helped people.

"I have to go to Sunnydale," Pike decided.

* * *

LA. July ‘96

"Hey, Lockley, you know that cheerleader you were tryin’ to nail for arson?"

Kate Lockley looked up from her desk, eyes bloodshot from hours spent reading arrest reports and back aching from her unyielding chair, the buzz of office conversation annoyingly audible in the background. "Buffy Summers?"

"Yeah," the balding detective stood to the left of her desk chuckled. "Any parent who nicknames their daughter Buffy should have Child Services called on their asses." Kate cleared her throat meaningfully. "Yeah," the detective nodded, jowly face sobering. "My niece, she goes to school with Summers, anyhow it was a big family deal this last weekend. She’s a member of Summers’ clique and was bitching how Summers is fixing to leave town and head to Sunnydale."

"Oh really?" Kate looked down at her reports, interest in paperwork dwindling still further. She just knew there was more to the Summers story than met the eye. Maybe she could ask for a transfer to Sunnydale….

* * *

Sunnydale, 2^nd June ‘97

"Buffy, no!"

Xander heard his scream even as his shocked gaze took in the deathly dark cavern and the monstrous, bat-faced vampire stood over Buffy’s corpse. If he and Pike hadn’t argued about going for Angel first they might have made it in time.

Before he knew it, he was joing Angel and Pike in charging forward. "Aaaah!" Blood erupted from Xander’s mouth when the Master’s caught with a casual backhand.

Legs buckling from the sledge-hammer blow, Xander fell to his knees. Through dazed eyes he watched as the Master snatched hold of Pike’s collar and threw him head-first into the far wall, the dazed mechanic sliding down to the ground.

His hands preoccupied with dealing with them, The Master didn’t turn his attention to Angel until the enraged demon’s stake was already entering his chest. Even so, the Master still managed to reach into Angel’s chest cavity and yank out his heart, the two of them bursting into dust a half-second later

* * *

Boston, 2^nd June ‘97

"And furthermore."

Faith closed out her Watcher’s stick up his ass drone as she continued to punch his sparring gloves. He was a real pain but at least in the year since he’d fostered her, he’d not made a move on her.

‘Course she wouldn’t be ‘xactly surprised if Wussley was a fag. Not that she hadn’t turned gay men straight and straight fems lesbo in her time. It was just a matter of putting a little effort in.

She gasped in mid-punch as a queasiness crashed over her. When her blow connected, her target folded in two, flew through the air, and crashed to the ground ten feet away from her. "Jesus!" She hurried over to her crumpled Watcher. "What the hell-."

The Englishman stared up at her, eyes wide. "You’ve been Chosen! You’re the Slayer!"

Faith grinned. No-one was ever gonna push her around again.

* * *

LA, 12^th July ‘97

"There’s too many of them!" Alana screamed.

"Long as we’re still breathin’ there’s a chance!" Gunn lied as he cast despairing eyes around to his ‘Lost Boys’ corpses sprawled in the darkened parking lot and the snarling vampires ringing them. This fight could only end one way.

And then a lithe figure dropped off the roof of a two storey meat factory and into the vampires. Before they were even aware of the intruder three of them were dust. A fourth managed to throw a haymaker that the brunette bombshell ducked under, glossy locks swinging, before smashing a stake into her adversary’s chest, left arm swinging behind her to cut the head off another demon. A sixth grabbed for her shoulder, but the curvy beauty was already twisting at the waist and delivering a deadly stake thrust.

Thoroughly beaten, the vampires capitulated and melted into the darkness. The beauty turned to him and his sister, full lips parted in a dazzling, dimpled smile. "Hey stud, you can handle that axe okay. I know just where it’ll be needed. Have you heard of the Hellmouth?"

* * *

Sunnydale 14^th July ‘97

The brunette was clad in unfeasibly tight leather pants, the sensual countours of her legs and full sweep of her high, round butt clearly outlined. The Slayer’s black gym vest displayed a couple of inches of washboard abs and clung to her ample, pert chest.

A jet-black framed her heart shaped face. While her ruby-red lips were parted in a possibly permament smirk, her luminous black eyes carried within them a hint of heart-breaking insecurity.

Giles hid a grin as he stole a glance towards Jonathan and Xander, noting the boys’ awe-struck expressions. Not that he wouldn’t be looking at the young sexbomb in much the same way if he wasn’t their age.

Or perhaps ten years older. "You’re the new Slayer?" he commented as he returned his gaze to the coal-eyed temptress.

The Bostonian placed a hand on her hip in what he guessed she thought was a seductive pose. "That’s what he says."

"Yes," Giles directed his gaze to the beauty’s Watcher before returning to the far more alluring subject. "I assume you’ll be enrolling at the local high school."

"What’s the point?" the east coast warrior arched an eyebrow. " Slayer, ya dig?"

"I dig," Giles dryly replied. As rebellious as early Buffy had been, it appeared this young lady was going to be even harder work. "But there is going to be more to your life than just Slaying. You’re going to get an education and mix with people your own age." He added a note of steel to his voice. "Understand?"

Faith’s long eyelashes fluttered. "Yeah, sure. I guess."

"Good. As for you two," Giles looked towards the two African-Americans that the Slayer and Wesley had brought with him. "Alana, you’ll be going to school in the same grade as Faith and the others. Charles, I know you’re a couple of years past school age, but you’ll be finishing your last year as a senior."

The black man glared at him. "Listen English, you can’t order us about!"

Giles stared evenly at the African-American, unruffled by his rebellion. "You will if you want me to fund your living expenses."

* * *

Sunnydale, 10^th August ‘97

"Your papers appear in order," Giles stared distastefully at the shaven-headed black. " I can’t see Faith being happy with this. I know I’m not."

The black sniffed. "Your happiness is not required, only your obediance. In the Council’s estimation, Vivian, Kennedy, and Rona are the three most likely Potentials to be Called. It was further decided that it would be wise for them to train with the Slayer and familiarise themselves with the Hellmouth."

Hellmouth."

Dead man’s bloody shoes. "Very well Mr. Wood." Giles pursed his lips. "Now if that’s all."

"For now."

Giles shook his head as the African-American strode out. First Wesley and now this prat. "The Council must have a factory where they produce these pillocks!"

30^th October 1997

"Hero City, oh yes, this place will definitely do."

Ethan smirked as he surveyed his store. It was a three storied warehouse on the edge of Sunnydale, columns upon columns of garishly coloured costumes racked in alphabetical order. The first floor was ‘Heroes’, the second was ‘Villains’, and third ‘Generic Characters’, alien races, SHIELD agents, and the like.

It was a far grander store than he’d originally envisaged for this little escapade. A month ago, an as yet unknown caller had got in touch with him and offered an irresistible deal. If he simply agreed to use only Marvel Comics costumes and to hire them out for just a dollar, his mystery benefactor would give him all the money he needed for his trick and a hefty sum besides.

All he had to do now was worry and hope that people would come. He chuckled. Not that there was much chance they wouldn’t, the string of ‘mysterious accidents’ that had blighted his competition would see to that.

* * *

"Oh you’ll see Mr. Harris, you and the rest of your reprobates think you’re so clever!" Snyder sniffed. "If there’s trouble around here, I always find either you or Miss Lehane at the bottom of it. Well let’s see if you’re laughing when you’re minding some elementary children as they trick ‘n’ treat tonight."

"Oh sir, you can’t-," Xander began.

"Hah!" The pint-sized principal laughed. "You’re labouring under the mistaken belief that this is a democracy. You will do as you’re told!"

Gunn chuckled. He liked the kids, he really did, and they readily accepted into their group, although he didn’t like how Alana flirted with Jonathan. Seeing Xander getting the grin wiped off his face was entertaining though.

Snyder spun from berating Xander and his gang to glare at him. "If you think this is such a laughing matter, you can join them Mr. Gunn!" Gunn’s mouth opened. "No arguments or it’s a week’s detention young man!"

"Oh man," Gunn moaned.

* * *

"What are we doing tonight?" asked Francis as he readied himself for from a day teaching 2^nd grade.

"It’s Halloween, I was thinking we could dress up and walk around town," Harriet suggested.

"Are you crazy?" Francis paused unfastening his tie to stare at her. "Remember this is the Hellmouth!"

"And remember tonight is Halloween," Harriet retorted. "It’s a demon holy day, most of them rest today. Besides," Harriet picked a piece of paper off the kitchen table and passed it to him, "they’ve got an introductory offer."

Doyle stared at the flyer. "’Hero-City’, any costume rented for a dollar. Opening night offer." Doyle looked towards her and grinned. "I’ve always wanted to play ‘ravish the super-heroine’."

Harriet grinned back at him. "You never know your luck."

"Ah lass," Francis smiled devilishly. "Ever since I met you it’s been good."

* * *

"A Halloween ball?" Kate stared in disbelief at the memorandum and then at the clerk passing around the mail. "How old are we? Eight?"

"I’d place a bet that you’re not a day over twenty-eight," rejoined the tubby office worker.

Kate eye-balled the civilian. "I’m twenty-six," she retorted. "And there’s no way I’m going to this fiasco!"

"Note the word ‘mandatory’," the clerk pointed at the paper. "By order of the chief. It’s meant to build team morale. Every one not on duty is to attend." The man beamed. "Have you got a date?"

Once again Kate found herself eyeballing the possibly learning-challenged clerk. "I’m going stag." Kate sighed as the affronted man waddled off. It looked like she’d have to get a costume.

* * *

Wood sighed as he strode into his apartment lounge, the day having seemingly gone forever. He groaned at the teen pop music blaring out from the potentials’ shared room. He’d tell them to turn it down, but they’d probably not listen. They were developing far too much of an insubordinate attitude.

Doubtless they were spending far too much time with the Slayer and her rowdy friends. Wood shook his head. Faith was a deliciously wanton creature, but far too wild for the responsibilities thrust upon her. It amazed him just why Giles, Pryce was an utter wimp but Giles had a dark past and steely backbone, didn’t pull her into line.

His behind had barely touched couch when the door crashed open and Kennedy ran in, her fellow potentials following behind. "Are we gonna get some costumes? Are we, there’s a new store in town, a dollar a costume!"

Wood opened his mouth to tell the potentials no. Then he recalled the damn school ball and that he hadn’t got a costume. "Grab your coats."

* * *

"A costume ball!" Giles shook his head. "This is blo-." Suddenly mindful of Jenny’s presence he altered what he’d been about to say. Besides, if he cursed in front of Wesley, the prat would only have an attack of the vapours. "I’m not going!"

"Oh don’t be such a grouch," Jenny scolded. "It’ll be fun."

"Seeing Snyder’s ugly mug outside of school hours is never fun." Giles half-smiled. "Seeing it in school hours isn’t any pleasure cruise either."

"And what about seeing mine?" Jenny demanded.

"Seeing yours is always a delight," he hurriedly added.

Jenny smirked as she rose, long skirt swishing at the motion. "Then it’s settled. We’re going." Jenny’s smile softened. "Cheer up Rupert, it’ll be fun."

"Oh aye, spending a night with people I barely tolerate during the day is going to be a barrel of laughs."

Jenny’s face stiffened. "Your idea of a good time is watching that awful cricket!" she scolded.

"Better than your sissified version of rugger!" he retorted. Insult his national pastime would she?

"Well we’re going out, and that’s final." Jenny snapped. "Now get your coat, we’re going to get our costumes!"

"I might be going, but I’m going as I am!" Giles resisted as best as he could.

"What a stick in the mud!" Jenny’s dark eyes flashed as she strode for the library’s double-doors. "I’ll get you your costume and you will wear it!"

Wes took one look at his thunderous face and leapt to his feet. "I’ll come with you Ms. Calender!"

"Chicken," Giles muttered before sighing. He knew no matter his resolve, he would undoubtedly wear whatever the techno-pagan brought back with her. He just hoped she’d calmed down by the time she reached the shop, otherwise this could be very humiliating.

* * *

Alana stopped as she exited the school to see Xander sat on one of the benches by the parking lot. "Hey!" she greeted as she strode over to the youth.

The Sunnydaler started at her shout, twisting at the waist to look in her direction. "Hey."

Alana’s curiosity grew as she noted the comparative lack of life in the young man’s reply. "Where are the others?" she asked as she dropped onto the bench beside her friend.

Xander shrugged. "They’ve headed to the costume shop."

"Oh?" Alana’s puzzlement deepened. "I’d have thought a comic book geek like you would have been the first to grab a costume from that place?"

Xander half-smiled. "I’m a G.I. Joe geek too. A pair of army fatigues and a water pistol will do me fine."

Oh, Alana got it now. The pained embarrassment in Xander’s smile was like a light-bulb flicking on. In the three months since she and her brother had arrived in Sunnydale, she’d suspected there was something dark lurking under Xander’s jester appearance. The too loud laughter, the constant wisecracks, and the occasional flashes of temper. Either he was from a neglected family or an abusive one. "Yeah," Alana decided to bait a trap, "that’s a shame." She shook her head and pouted. "Almost criminal."

Xander’s brow furrowed. "What’s almost criminal?"

Alana hid a smile as Xander snatched up her snare. "Haven’t you heard? Hero-City have an opening day deal, a dollar a costume. Seems dumb to go to the trouble of making costumes when you can pick one up for that little."

"Yeah it does," Xander agreed, a brief smile flickering on his lips only to quickly die. "Only trouble is the best costumes will probably be taken now."

"There’s only one thing to do." Alana glanced over her shoulder to see a smiling Ms. Calender stood there, Giles’ assistant Watcher and librarian lurking behind the computer teacher, "accept a lift from me."

"You’ll give us a lift there?" Xander asked.

"I will if you help me pick an appropriate costume for Mr. Giles," Jenny replied.

"You’ve got a deal," her friend beamed.

* * *

"Wow," Xander gasped as he entered the costume shop. Despite the store’s vastness it seemed almost cramped, thanks to the apparently endless columns of multi-coloured costumes. Mesmerised by the variety, he started in, bumping into someone on their way out. "Oh sorr-," his voice trailed off as he registered the other person’s identity. "Hi Oliver." His eyes alighted on the costume in his former friend’s arms. "Ghost Rider?"

The stare that Oliver returned his way was hostile to say the least. "Might as well."

With that, the older man was past him and out of the shop. Xander turned to follow him. "Wait," he reluctantly turned back at Ms. Calendar’s hand on his shoulder. "Xander," the teacher’s luminous eyes were filled with compassion, "until you’re both able to accept Buffy’s death wasn’t either of your faults, you’ll never be friends."

"Greetings one and all." Xander turned at the voice behind him. The speaker was a guy about G-Man’s age, with slicked back black hair, a creased face, and lithe physique. The way the man was looking at Jenny, if he was Giles he’d be compelled to stomp a mud hole in his ass. "Welcome to my fledgling store. All costumes are organised alphabetically with the women’s costumes to the left and the men’s to the right. The floor signs indicate who’s were, on every costume there is a card briefly explaining a character’s powers and history."

"Yeah," Xander stepped between the oily shop-owner and Ms. Calendar. "And the dollar a costume deal?"

"An opening night offer," the businessman confirmed. "Make your choices and enjoy."

"Creepy," Xander muttered as the middle-aged man moved off to leer at\greet Harmony and Aura.

"He was rather," Jenny smiled. "Giles is right about you, a gallant over-protector." The computer teacher giggled at his blush. "Now, about Giles’ costume?"

Xander nodded. "Four characters would be ideal. There’s Doctor Strange, the world’s greatest sorcerer. Professor Xavier, like Giles he’s mentor to a group of teens in his comic as well as being the world’s greatest telepath. Or Hellstorm, the world’s premier occultist and son of hell. Or they’ve got a version of Merlin."

"Thank you, Xander, you’ve given me somewhere to look." Xander smiled before walking over to the ladies costumes side of the shop, Alana following.

"Master Harris," Xander looked towards Wesley. "If I might trouble you for some assistance, perhaps you could help me with some British super-heroes? One must remain patriotic."

"Um sure, Wes," Xander thought for a second, pleased and yet embarrassed to be the one everyone turned to for advice, even in something as trivial as picking a costume. "Well there’s the Black Knight, a skilled swordsman and warrior. There’s Captain Britain, he’ about the strongest of Britain’s heroes, super-strong, able to fly, the works. Doctor Druid is a magician, although not the match of Strange of course. And then there’s Union Jack, who’s a lot like your version of Captain America, except without the Shield."

"Ah," Wesley nodded. "Thank you very much, Mr. Harris. I’ll investigate."

"Xander," Xander sidestepped as Wood walked in, the three potentials almost burying him in a stampede into the shop. "As it seems you’re the expert, would you help me with a costume."

"Sure," Xander hid his dislike as he stared at the black man. There was something insufferably smug about the third Watcher that just irritated the hell out of him. He didn’t much like the way he looked at Faith either. "What are you after?"

"A black super-hero would be my preference."

"Well you’ve got Bishop, the first black X-Man, his power enables him to absorb all energy that are directed towards him and release that energy through his hands. There’s Blade who’s part-human, part vampire, but all bad-ass-."

"I don’t fancy even pretending to be part vampire." Wood commented.

"Yeah," Xander nodded, "don’t blame you. There’s Brother Voodo-." Wood shook his head. "Okay, there’s War Machine, the best friend of Tony Stark who used the Iron Man armour when Tony Stark was unable. Then there’s Battlestar, a former assistant of Captain America who had super powers. Of course there’s Luke Cage, he underwent experiments while in prison that turned him into a super-hero, super-strong, durable, and increased healing. Then there’s the Black Panther. In addition to being the king of his own country, he’s super-strong, super-fast, acute senses, and has a genius level intellect."

"King of his own county, I like the sound of that."

Xander shook his head as the African-American strode off. "Colour me unsurprised."

* * *

Gunn grinned as he stopped by a rack and saw the costume of a super-hero he’d grown up idolising. "That’s just perfect." He glanced towards Jonathan and Oz. "Got yours, guys?"

"I’m going as Wolverine," Jonathan replied.

"Daredevil," was the one word reply from the taciturn rock guitarist.

"Hey," Gunn turned at his sister’s voice behind him. Alana’s eyes sparkled as she recognised his costume. "Luke Cage, typical!"

"You can talk, Storm," he rejoined before glancing at his sister’s companions. "What are you ladies going as?"

"She-Hulk," Cordy replied.

"I like strong women," Gunn chuckled before looking towards Amy. "Black Widow?"

"I always liked spy movies," the witch replied.

* * *

"Gee Faith, I don’t know."

"Hey Red," Faith picked up the leopard-skin bikini and pushed it into the apprentice witch’s hands. "You want Oz to notice ya, right? This outfit will do it for ya. "Sides," Faith winked at the shy teen, "Shana’s a red-head like ya."

"And I’m sure she’d look delightful in it, there’s a changing room in the back if you wish to try it on."

"No," Faith turned to face the shop owner. He was a real slime-ball, kinda reminded her of mom’s old boy-friends, and Sir. Galahads they weren’t. She wouldn’t be at all surprised to find hidden cameras in the changing rooms. "We’re five by five."

"Of course you are my dear."

The moment the man moved off to creep out some other woman, Faith saw someone from school. "Hey, come on Red."

* * *

"Found ya costume yet?"

Tara started as she turned to face the denim clad girl staring intently at her. "I…I was going to go as Mockingbird, b…but i…if you want it-."

"No," the sultry brunette shook her head. "I’m good, just interested. Ya’re Tara, right? I’m Faith, this is Willow. I’ve seen ya at school "

"H…hi," she stuttered. The brunette hadn’t needed to introduce herself, Tara knew her, heck everyone at Sunnydale High knew her.

"Yeah," the breath-taking beauty actually smiled at her, Tara felt her knees almost give under her, "so I was thinking you could maybe join me and my buds as we walk some kids as they go trick a treatin’. It’ll be a pain in the ass, but we’ll probably go for some drinks at the Bronze afterwards."

"Y…you w..want m…me," Faith, the hottest girl in school, actually wanted to hang with her?

"Sure, why not?" Faith’s grin widened. "It’ll be fun, I see you around, you’re always on your own, my gang are kinda the outcasts, if ya wanna?"

"Sure," Tara beamed. Her first for real friends. She’d have to check with her mom, mom was jumpy sometimes after they’d run away from home this summer, but it should be okay, mom was always encouraging her to mix more.

"See ya at the library, ‘bout six-thirty?" Faith suggested.

"Y…you hang at the library?" Tara gaped. If there was one place she’d never expect the wild beauty to hang out it was the library.

Faith’s snub nose wrinkled delightfully. "My guardian’s assistant librarian, ‘sides him and his boss are on the level."

* * *

"This store is so cool!" Vi enthused. "Who are you two going as?"

"Aurora!" Rona held up the costume. "I wanted to go as Storm, but Alana got there first. So I picked this one, it would be fun to fly!"

"Firebird," Kennedy replied. "I was after Jean Grey, but she’s gone so I figured it would be cool to be able to smoke a vampire with just a gesture."

"I’m going as Jubilee!" Vi giggled. "This is so cool!"

* * *

Xander scowled as he strode through the store. His earlier elation was dwindling as his search continued. For some weird reason there was only one costume of every character, and many of his favourites – Captain America, Spiderman, Iron Man, and the Human Torch had been taken. He’d considered but rejected Cyclops, let’s face it Scott Summers was a horse’s ass, and the Silver Surfer, way too serious.

Xander stopped. His eyes narrowed as he noticed a black t-shirt with a white skull embossed on the front. "Frank Castle, the Punisher," Xander muttered. The scourge of the Mafia. Despite not having any powers, no one messed with the Punisher. Not like Xand-.

Shoving that troubling thought aside, Xander grabbed the T-Shirt, fatigue pants, and small arsenal. It was going to be a fun night.

Giles stared at the wheelchair parked in the centre of his library. "You want me to go as who?"

"Professor Xavier, the leader of the X-Men," Jenny explained.

"Couldn’t you have found me at least found me the costume of a Brit?" Giles looked towards Wesley. "Who are you, anyway?"

"Um, Union Jack," Wesley replied, the younger man’s face reddening as he bore witness to one of his and Jenny’s bickering sessions. Sessions he never won. "According to Mr. Harris, he’s some sort of exceptionally skilled warrior who defends England against terrorism and the like."

Giles shook his head. "Wesley got an Englishman-."

"I got you Xavier because that’s what you are!" Jenny snapped, the swift crimson in her cheeks indicating the argument had suddenly gotten very serious. "You’re a father-figure to these kids, just like he is to his. I’d have thought you -."

"Of course," he raised a hand to forestall any further verbal onslaught. "It’s a lovely idea. And," he smiled impishly, "I’ll get my own personal nurse to push me around in that all night."

"Don’t push it," Jenny smiled.

"I’ll go into the other room and change," Giles paused and stared at his lover’s costume. "I’m sorry, but I’m not familiar at all with this Marvel universe. Now if you were wearing the outfit of a historical figure I’d doubtless recognise you, but with these Marvel Comics I confess to being at a loss."

Jenny twirled around, giving him a full show of the blue spandex clinging to her every curve, blonde wig dancing at the movement. "I’m Sue Storm, the Invisible Woman."

"Ah my dear," Giles smiled gallantly, "you being invisible is simply an unimaginable crime."

"Oh good lord. As Xander would say I think I’m going to hurl."

"Shut up Wesley," Giles warned.

* * *

"You hid your costume from me all the way home, Francis!" Harriet tried to scold but in the end just giggled. "You have to tell me who you’re going to be."

"Ah lassie," Francis grinned at her. "Can’t a laddie have secrets these days? Tell you what, you tell me, and I’ll tell you."

"Okay," Doyle drooled as she pulled out a low-cut, tight-bodied black outfit with white fur on the edges, and a flowing white wig, "I’m going to kick ass. I’m the Black Cat!"

"Loving that costume," Doyle grinned. "And for once my dear," her husband’s grin widened, "I’m going to know more about demons than you. I’m going as Damion Hellstorm, the world’s finest occultist, dark mage, and son of Satan." Doyle chuckled. "I got tired of just being a Brachen and decided to aim higher."

* * *

Kate stared at the costume laid on her bed and shook her head. The red PVC costume was tight and skimpy, little more than a one-piece bathing suit with knee-high leather boots, and a collection of Japanese martial arts weaponry. "Elektra," she shook her head as she picked up the long brunette wig. She couldn’t believe she’d actually gone to that damn costume shop, much less picked up such a scanty costume, much less that of an actual assassin.

"One night a year," she suddenly smiled and shook her head again. "One night I don’t have to be a by-the-book cop, one night I can be someone else."

* * *

Robin Wood smiled as he looked in the mirror. The Black Panther, a powerful king. Yes, the outfit suited him. He’d drop the kids off at their party and then head into school to attend that meal he was apparently coerced into as part of the Humanities Department.

* * *

"Just wait, Oz, I’m tellin’ ya Red’s costume is going to blow your mind…"

Faith’s voice trailed off as Casper the friendly ghost appeared on the stairs. "Hi guys," Willow nervously greeted.

"Mind-blowing," Oz agreed with a half-smile.

Faith slapped her forehead. All that time spent looking for Red’s costume, wasted.

* * *

Giles wheeled himself out of his office and back into the library, comforting himself that at least his costume only consisted of a bald headpiece and the chair. His eyes widened as a young girl entered the library. "Hello," he wheeled over to the young girl, "it’s Tara isn’t it?"

"Yes sir," the girl looked like she was about to bolt.

"I thought so," he smiled in what he hoped was a soothing manner. Tara MacClay was one of the few non-Scooby students to frequent the library, always borrowing the classics, Shakespeare, Dickens, Austen, and the like. Even a couple of American authors, but he tried not to hold that against her. "I’m sorry dear, but the library is actually closed."

"O…oh," the blonde looked hurt, "I…I’m sorry, Faith Lehane said I was to meet her here at half past-. She must have been playing a joke-."

"I assure she wasn’t," Giles interrupted. "Faith wouldn’t do anything so unfeeling." Not deliberately at least, although the girl had an impulsive head and a blunt tongue, beneath her armour of either denim or leather, she hid a caring heart.

"I can wait outside," the slightly reassured girl offered.

"Of course not dear," he smiled. "You’re a guest, I’m sure the others will-, ah," he nodded as he heard the tell-tale bickering in the outer corridor, "they’re here." A few seconds later and the door flew open. "Faith," he stood, "please could I see you in office?"

The Slayer stared warily at him before nodding. "Sure, G."

Once he’d closed the door, he spoke. "Your costume is very nice," he decided to start gently, "who are you?"

The Slayer shrugged. "Some chick called Spider-Woman, Xan said she kicked ass." The beauty flashed him a dimple-framed smile. "I figure he just wanted to see me in spandex."

"Undoubtedly," he’d have to make a note to thank the young man personally.

"So," the Slayer’s dark eyes narrowed. "Why did you call me in?"

"Faith, don’t you think it’s a tad risky inviting people who aren’t ‘Scoobies’," god he could strangle Xander for coming up with that word, "on group outings?"

The Slayer glared at him. "She ain’t got any friends, I figured I’d hold a hand out, there’s nothing wrong with that is there?"

"Of course not," he replied. It had been Faith who’d dragged Amy and Jonathan into their group, reasoning if Amy was a witch she’d be an asset, he was never quite sure of her rationale for John’s inclusion. "However our secrecy should be of paramount concern-."

"Screw that, G," the brunette’s eyes flared. "I ain’t gonna let someone like Tara be left alone."

"Someone like Tara?" Giles stared at the teen beauty.

The Bostonian’s expressive eyes grew haunted. "She’s got a vibe, she needs friends, people who care about her."

A vibe? Giles heart hollowed as the penny dropped. Tara’s shyness was the result of abuse, something Faith as a fellow victim had sensed. Rather than run away from the reminder, she’d sought to in some way help the girl. "Very well, just be careful." The brunette nodded brusquely before turning to the door. "Faith," the teen turned back towards him, "never forget you have an extraordinary heart."

"That a line?" Faith stared suspiciously at him. "’Cause Miss Calender’s kinda cool for a teach and I ain’t gonna do nothing that hurts her."

Giles ignored the girl’s distrust, accepting her past had caused it, and that only time would cause her to realise she could trust him. "No, it’s a compliment, now get out of here and enjoy yourself."

Giles smiled as he watched the transplanted Bostonian stride over to Tara, take her by the elbow, and guide her over to the others. "Yes," he smiled, "a fine heart."

"What did you want with Faith?"

Giles glanced at Jenny. "Just to compliment her on her friendliness towards Tara but to also warn her about the need for secrecy." His eyes narrowed. "Is it me or is Tara-."

"A witch?" Jenny nodded. "Stronger than Wesley, you, or myself, and perhaps Amy, but not as strong as Willow."

"Still three witches as strong as Willow, Amy, and Tara in one place," he shook his head, "that’s extremely rare if not unheard of."

"Perhaps the Hellmouth acts as a magnet, a lodestone attracting those of talent here," Jenny murmured.

"Perhaps," Giles muttered before raising his voice so that it carried to the students, "didn’t Snyder want you at the front entrance five minutes ago?"

* * *

"Now kids, there are a number of techniques for getting the most candy," Xander explained. "My lovely assistant, Spider-Woman will demonstrate."

Faith shook her head as she stepped forward, grinning down at the dozen or so kids that her trio would be looking after. Tho’ Cor was her best pal, she’d grabbed Xan and Tara for her partners, Xan ‘cause he was just so damn funny, and Tar ‘cause she’d invited her so she was her responsibility. "Harris," she warned in a whisper, "if one of these techniques is strippin’, they’ll be finding your severed body-parts all over town for years to come."

"Spoilsport," Xander grinned back at her. "I’ll have to change my tactics." The young man raised his voice. "The first is the smile. Spidey?" Faith beamed at the kids. "Then there’s the sulky but still appealing pout, Spidey?" Faith stuck out her bottom lip so far a parrot could perch on it. "And the killer, if the candy you’ve got just isn’t enough, the tears." Xander looked and bowed towards her. "My lovely assistant?"

"Baw! Baw! Baw!" Faith cried even as she winked at Tara.

"You got all that?" Xander asked. The kids nodded. "Great, let’s go."

* * *

Ethan smiled as he made his way into the flat at the back of his shop’s ground floor and knelt before the two-faced statue there. He sliced his palms open, wincing at the pain, and pressed them to the statue, covering its cheeks with his blood. "The world that denies thee, thou inhabit. The peace that ignores thee, thou corrupt. Chaos. I remain, as ever, thy faithful, degenerate son." Ethan gasped as the statue’s eyes somehow illuminated, glaring back at him with blinding intensity. This wasn’t supposed to happen, somehow an unknown outside force had taken over.

* * *

"Look at all the children," Harriet giggled as she looked left and right, past the High Schoolers to their charges.

Francis shuddered. He hoped she wasn’t getting broody, he knew from grim experience what a handful kids could be.

* * *

"Now Rupert," Jenny muttered as she wheeled him through the corridors to the assembly hall, "at least pretend to be enjoying yourself."

"It’ll be difficult," he replied through gritted teeth. "Not only will Snyder be there, but also Wood and Wesley. That’s what I’d call a bloody hat-trick of boredom."

"Actually," Wesley sniffed from behind Jenny. "You seem to forget I’m already here."

Giles sighed. It was going to be one of those nights.

* * *

The blood in his veins suddenly igniting with power, Ethan crashed to the floor, sweat pouring from his shaking body, his chest heaving as he struggled for breath, heaven’s white fires roaring in his ears and the galaxy’s stars crowding his eyes. As Ethan lost his grip on consciousness, he somehow realised that he would never be able to cast a spell again, every spark of magic within him had been completely and utterly burnt out.

Frank Castle looked around. "What the hell?" his Ingram Mac-10 came up in his right hand, his AutoMag in his other. One minute he was chasing down Jigsaw through Hell’s Kitchen, and now he was where?

"Where are we?"

"Don’t know toots," he glanced at the speaker, recognising the strikingly-beautiful brunette as Spider-Woman, he raised an eyebrow. "Where in the hell did you come from?"

The beauty stared fearlessly back at him. "That was my question-."

"SHIELD Command aren’t answering," reported a blonde he didn’t recognise but figured must be pretty good at what she did if she worked for Fury’s outfit. If there was anyone he held in almost as high esteem as the Cap, it would be Fury.

"First thing we have to – FUCK!" he cussed and dropped to one knee as a near-by shop front shattered under the impact of Venom and Carnage flying through it. "Crazy basta-."

Castle’s voice trailed off as he registered just what was happening around him. On a warehouse roof-top, Spiderman grappled with Doc Octopus, the Green Goblin, and the Scorpion, his only back-up Iron Fist. In the middle of the road, The Thing grappled with Rhino, their battle illuminated by street light. Further down the road, he could make out Rogue, Colossus, and Cyclops brawling with Sabretooth, Blockbuster, and Archlight. On a shop rooftop just overhead, he saw Wonder Man battling Abomination. Suddenly the Taskmaster flew over a garden hedge, Moon Knight leaping over it in pursuit.

"What is this?" gasped Spider-Woman. "Someone call a costume convention and not tell us?"

He snarled as he noticed USA Agent and Fury back to back, the heroic duo being beaten down by a combo of the Red Skull, Baron Zemo, Strucker, and a whole bunch of HYDRA thugs. "Not on my watch!" he snarled, Mac-10 coming up in one smooth motion.

"You can’t!" A voice squealed from his left.

Castle twisted at the waist, muzzle unerringly at the pale-faced red-head stood there, a large collection of costumed clowns, including Wolverine, Daredevil, and She-Hulk stood behind her. "No one tells me when I can fire my guns, sister," he growled.

"I’m telling you now mister, because you’re not really Frank Castle!" the red-head squealed.

* * *

Willow sighed as she trudged through Sunnydale’s unusually crowded for night-time streets. She couldn’t believe she’d chickened out of wearing the Shana The She-Devil costume, but next to Faith, Cordy, and Miss Calendar, she’d only look silly in such a revealing costume. Best to play it safe.

But, she looked towards first Oz and then Amy, she just wished she’d had the nerve to do something about her feelings for Oz. But not her, she was meek mousy Willo-.

Her thoughts were interrupted when her friends’ posture changed. Heart beating wildly, she looked left and right, but couldn’t see any vampires. "What’s wrong?" she asked.

"Miss," Oz looked towards her, his voice suddenly no-nonsense, "where are we? I can smell the salt in the air, so it’s on the coast, but which state?"

"Oz, what are you talking about?" Willow’s brow furrowed in confusion.

"Who’s Oz?" Amy asked, her voice heavily accented.

Suddenly the penny dropped, something mystical had happened to her friends. "You’re not Daredevil and Black Widow!" she gasped.

Two sets of eyes zeroed in on her. "What are you talking about?"

Suddenly conscious of all the costumed violence going on around her, Willow quickly babbled out an explanation of where they were and who they were. "It must be a spell!" she finally finished.

"She’s telling the truth," Oz stared at her, his sightless eyes just about the night’s most unnerving aspect.

"Matt-," Amy gasped, "you can’t be-."

Oz shook his head. "She’s telling the truth."

"Oh come-."

"Remember Natasha," Oz’s gaze didn’t shift from her, "I can tell when someone’s lying from their heartbeat."

"I suppose we’ve experienced stranger," commented Amy. "What’s the plan?"

"We have to find our friends before…." Willow’s voice trailed off when Oz leapt into the air, foot snapping out in a flawless heel kick that cracked into the face of someone Willow still couldn’t see in the shadows. "Whoa. Before they hurt anyone. Then we have to find the spell’s cause and stop it."

"Okay," Oz nodded. "Sounds like a plan. Lead the way, but keep between Natasha and I."

* * *

Xavier stared around the banquet table. What had he been thinking, sitting down to a meal with the likes of Sebastian Shaw, Nitro, Annihlus, Mister Sinister, Malice, Mad Thinker, Executioner, Enchantress, and many more?

Although at least he had powerful allies, not the least Sue Storm, Black Panther, Captain America, Union Jack, Namor, and Brother Voodoo. Still they were grossly out-numbered. Thinking quickly, he sent out a mental message to those of a similar mind to him. "Quickly, we need to retreat, make a stand somewhere!"

"Professor-."

"I don’t know Ms. Richards," he said as they sped through the apparent school’s darkened corridors, "I have no idea why or where we are."

"It must be a trap," T’Challa growled.

"I don’t know about that," Xavier disagreed. "We’re too varied of a target."

"What do you mean?" Namor imperiously demanded.

"Think Namor," he replied. "Why attack Sue without the other members of the Fantastic Four? Or myself without the others of the X-Men?"

"And our enemies were an unlikely lot, there’s many grudges between them," Union Jack added.

"Then we’ve been brought here for some higher being’s amusement?" Sue put in.

"Why is not immediately important," Namor commented. "Surviving should be."

"Yes," Xavier paled. "Good lord, I can’t believe it."

"Believe what?" Brother Voodoo asked.

"I’ve just set a mind probe out to see if there’s anyone in the vicinity who could help us," Xavier shook his head. "Unbelievable."

"Perhaps if you told us what is unbelievable we could judge for ourselves?" Namor tartly suggested.

Xavier ignored Namor’s customary rudeness with the ease of a seasoned politician. "There’s dozens of super-heroes and villains outside here, brawling in the streets of a small-town in California."

"Why?" asked T’Challa.

"I don’t know, and I’m sensing a great confusion outside in many of the minds," Professor Xavier mused aloud.

"I agree with Namor," Captain America put in, "surviving should be our immediate priority, then we work on breaking this spell or whatever has caused all this." America’s greatest hero looked towards Sue. "Ms. Storm is there anyway you could shield and make us all invisible while we sneak out of here?"

Namor bristled. "We should fight-."

"Numbers are not on our side, our priority must be breaking whatever spell or machine holds us here, that will end this situation," Cap looked towards Sue. "Well?"

"I can manage it."

"Good," Cap smiled briefly before looking towards him and Brother Voodoo in turn. "Professor please search for any alien mind that might be controlling what goes on here, Brother Voodoo please do the same on a mystical plane."

"I’ll get right on it." Xavier nodded, impressed as always by the shield-wielding warrior’s calm grasp of the situation.

"Namor, T’Challa, Union Jack, the four of us will form the corners of a square around the others, blocking any physical attack," the Captain finished. "Now, let’s get to it!"

* * *

Before Castle had chance to react, Wolverine was between him and the red-head. "Babe’s tellin’ the truth," growled the Canadian, "’least that’s what Daredevil’s ears and my nose tell me. Seems we’re all really high school students transformed into comic book heroes. Don’t know how it happened but that’s the truth of it."

Castle spat on the ground between him and the mutant. The mutant wasn’t a man to lie and it did explain the sudden change in his location, but left another question unanswered. "So what we gonna do, we can’t just sit back and watch Fury get his ass kicked? He’s a good man, a damn fine one."

"Yeah toots," Wolverine glanced at the red-head and then him, "boy’s got a point."

"K….knock them out, but you can’t kill them," the red-head stuttered.

Castle grimaced. He was a pedal to the metal, fight to the death kinda guy but on the other hand he didn’t much fancy killing a bunch of possible high school kids whose only crime was their bad taste in costume. "’Kay, She-Hulk, you stay with the red-head." The lawyer opened her mouth. "You’re the strongest out of all of us. She’s got answers we need." Castle looked towards the others. "Let’s get this done."

Castle holstered his guns and strode over to the battle. His fist slammed into the back of the nearest Hydra agent, the unfortunate agent’s legs buckling under him. A second later and he was ducking a right before crashing a retaliatory right into another hired thug’s throat. Face purpling, the man fell to his knees and onto his upraised knee.

A hand dropped onto his shoulder, a half-second later he was moving backwards, ramming his elbow into his would-be assailant’s chest, his arm immediately shooting up to wrap around his winded rival’s head. The moment his opponent was trapped, Castle lent forward at the waist, flinging the man back down on the concrete, Castle’s foot to the forehead knocking him out.

And that was it, fight over, the rest of the enemy predictably running. Castle stepped over the crumpled bodies as he strode back to the girl. "Seeing as you seem to be the only person who as a freakin’ clue what’s going down here, what do you figure happened?"

The girl started at his hard tone. "Sweet Christmas," Cage growled, the others, Fury and USA Agent now included following behind. "Chill, ain’t the girl’s fault." The powerfully built black glanced towards the red-head. "How do you figure you didn’t change and the rest of us did?" Luke asked in a softer voice.

The red-head’s emerald orbs widened to saucers. "Hero-City!"

"Say what?" Wolverine growled in a barely softer tone than he’d managed.

The red-head started, damn but she was a jumpy thing. "I…it’s where you all got your costumes," she explained. "Where everyone except me got their costumes."

"That’s what us in the detecting business call a lead," decided Cage. "Lead the way, kid."

"Who the hell put you in charge?" Wolverine growled a second before he could comment.

"Jeez," Castle’s keen ears picked up She-Hulk’s mutter, "I’m chokin’ on these three’s testosterone."

* * *

"Anything Professor?"

Xavier started slightly at the Cap’s mutter. "I’m afraid not," he replied, looking with wonder and not a little guilt at the devastation being wrecked by their super-powered brethren. They were in the town’s main street, a town with what appeared to be an unusually high number of graveyards. All around there were brawls, overturned cars, fires, shattered fences, and destroyed shops.

"I’ve got something," Brother Voodoo’s voice shook with awe with a little terror mixed in, pupils wide. "The aftermath of a spell, a magical residue." The much-vaunted magician shook his head. "Such power, even at this distance it makes my head ache and teeth jangle."

"Is it Stephen?" Sue asked, the strain of keeping their force and invisibility field up etched on the blonde beauty’s face.

"No," Brother Voodoo shook his head. "This power exceeds even that of the Sorcerer Supreme, this power could tear planets from their orbits and cast them into a sun."

"What a cheery thought," muttered Union Jack.

"Still," Captain America shook his head, "if we want answers, that’s where we’ll find them."

* * *

"That’s the shop-."

"Ease up," Castle snatched the red-head’s shoulder and pulled her back, his other hand covering her mouth. "There’s something there, ain’t there Logan?"

"Good spot," Wolverine praised. "Skrulls from the smell of them, seven of them in all," the mutant looked towards the others, "we need the shop in one place right?" The red-head in his arms nodded once. "’Kay," Wolverine looked around, "Daredevil wanna join me on the roof?" The red-costumed man nodded silently. "Storm, give us five minutes, then give us a light and noise show in front of them, when they’re distracted we’ll drop off the roof into them, the rest of you charge in and help us."

"I’m not staying behind this time," She-Hulk declared.

"Fine," Wolverine growled. "Natasha, Castle, and don’t argue, we’ll need the increased muscle, stay with the kid. Let’s move."

* * *

Climbing up behind the Skrulls was child’s play to a man who’d been part of Weapon X, trained as a Samurai, and fought in two world wars. How the hell DD managed it, Wolverine had no idea, but that was the blind man’s business.

And then Ororo lit up the sky with a dazzling display of lightning interspersed with crackling thunder, the Skrulls gasped and turned towards it as one. "You go girl," he muttered before leaping off the roof and onto the back of the nearest Skrull, flattening him.

A second spun to face him. Quelling his homicidal impulse to open the alien up with his claw, Wolverine ducked under a straight right before kneeing his adversary in the crotch. The moment the alien began to double up, he grabbed the Skrull’s shoulder and swung him headfirst into the door.

The glass door exploded inwards as the Skrull flew through it to land in an unconscious heap. And that was it, his companions having charged in and dealt with the rest. "Damn, they make these Skrulls soft these days," he mused. "Not like the good old days."

"Ororo, Logan, good to see you both."

Wolverine smiled at Xavier’s voice. "And you Professor," he looked towards where he’d smelt but not seen the Professor. "How about coming out?"

"Of course, Susan, if you don’t mind?"

Wolverine raised an eyebrow as the bald mutant and his companions materialised. "What brings you here Professor?"

"Brother Voodoo," Xavier looked towards the tall black man, "senses that whatever is caused the apparent spell that brought us to this town happened here."

"Prof, read my mind." Wolverine ordered.

"Oh goodness gracious," Xavier’s eyes widened. "What sort of madman would do this?"

"Magic," the black magician looked almost physically sick. "To the back."

"Castle, watch our six, I’ll take point, Brother Voodoo with me, everyone else in between." His orders given, Wolverine made his way through into some empty quarters, a door to the back open, the scent of a recently started car wafting up to him. "Someone just left, five – ten minutes ago," he tersely reported.

"The statue of Janus," Brother Voodoo pointed to a two faced plaster bust stood in the centre of the lounge floor. "Break that and you break the spell."

"That’s easily done," Wolverine snatched up the two faced statue and flung it into the wall, plaster shattering on impact.

* * *

Xander blinked as he came out of a daze to find himself in a strange room filled with his friends and people from school all dressed in comic book costumes. He opened his mouth to ask what was going on.

"Mr. Snyder!" Xander turned at Willow’s gasp. "You came as Captain America?"

"They have been empowered," Camulos reported.

"Yes," Zeus tartly replied as he peered down at earth, "I know. I have eyes."

"And now?" Ra asked.

"And now nothing." He stilled the others’ protests with a shake of the head. "We cannot interfere too much. We will interfere once more towards the end, but for the most part what happens next is down to them and the fates."

* * *

Xander shook his head as he hurried downstairs, grimacing as he realised he’d slept in after the previous night’s madness. He was gonna be late for school. Far worse, he was gonna miss ogling Faith’s goodies as she worked out.

"Alex!" Xander’s blood chilled as his dad’s bellow, recognising the angry tone and dreading what was to inevitably come. "In here!"

"Dad," he tried, "I’m going to be -."

"Don’t make me tell you again!"

Xander’s shoulders slumped. "Yes dad."

The moment he was through the doorway, his dad was up and in his face, spittle dripping from his lips. "You were in late again last night, you seeing one of those bitches you hang around with boy? Which one was it? The kike? The rich bitch? The trailer trash?" His father’s face mottled still further. "Better not be that nigger? I won’t have a son of mine going with one of her kind!"

"Yeah because our family line’s something to be proud of," Xander snapped, infuriated by the insults to his friends.

The moment the words left his mouth, his father swung a slap at him. " Don’t you smart-mouth me -."

"I don’t think so." Xander caught the wrist inches from his face and twisted it outwards while at the same time kicking his father in the outer side of his opposite knee. His father gasped as he staggered forward, Xander twisting with the bigger man’s momentum to throw him over his shoulder and through the lounge door. Xander stepped through the wrecked doorway in time to kick his father’s hands away from him as he attempted to struggle to his feet. A follow-up foot to his father’s over-stuffed gut left the old man wheezing in a ball. "You lay a finger on me or mom again, and I will break you," Xander stepped over the body, "and you better speak more respectfully to my friends in the future. Bye now."

Xander stopped as he reached the front door, brow furrowing. How had he just done that? "Frank Castle," he muttered, a grin tugging at his lips. He had to see Giles and fast.

* * *

"Giles! Giles! Giles!"

"Good lord," he muttered as he looked up from his copy of ‘Morte D’ Arthur’, "I’m not even safe during class hours." Forcing a smile he looked towards the excited young man rushing into his inner sanctum. "Yes, Xander, what is it?"

"We’ve retained our powers!" he stared blankly at the youth. "From last night!"

"That’s ridiculous," he shook his head. "A spell of that magnitude-."

"What am I thinking?" challenged the youth.

"I’d appreciate you didn’t have quite so pornographic dreams about my Slayer." Giles blinked. "And Cordelia, and Alana, and Willow, oh god lord, do you think of anything else?" Giles gaped at the red-faced youth. "I read your mind. Or I peered into a sewer, but I’m reasonably sure I read your mind."

"Damn," muttered the youth, "I should have thought that one through." The young man shook his head. "You might be able to do more. Professor Xavier’s powers didn’t just stop at mind reading."

"Really?" Xavier stared at the youth, interested despite himself. "Do tell?"

"Okay," Xander grinned. "Try and communicate with me telepathically."

"Oh good lord," he shuddered. That meant back into the sewer. "Did you do your homework last night?"

"No," Xander grinned. "I heard your voice in my head."

"Splendid," he found himself grinning back at the youth. "What else?"

"Try to make the illusion of a glass of water appear on the table."

Giles nodded and stared at the table. He gaped as a glass appeared. "Wonderful," he chuckled as his hand passed through the illusion. He looked back at his companion. "Anything else?"

"Try to control my mind?" Xander looked a little nervous at that one.

"Bark like a dog."

"I’m not doing that," Xander shook his head. "That doesn’t work. Okay," the boy licked his lips, "try and knock me out with a physic blast-."

"Oh bloody hell," Giles gaped as the youth crashed to the ground. He reached instinctively for the glass of water on the table only for his hand to once again pass through it. He glared at the glass. "Oh do bugger off." The glass disappeared. Giles strode into his office and picked up his real glass of water before returning and pouring it on the youth’s face.

"Guuu," Xander groaned as he awoke.

"Here’s a towel son," he passed a towel over to the youth. "And what powers do you have?"

"Not powers as such," Xander replied, "but I’m an experienced hand to hand fighter with four black belts -."

"Oh and how did you discover this?"

The youth reddened. "That’s not important. What is, is that I’m also a parachutist, demolitions expert, knife fighter, marksman, and have the training skills of the SEALs, the Marines, the UDTs, and the SAS."

"Quite a skills set," Giles decided not to pry verbally or mentally into Xander’s embarrassment.

"Yeah," the boy nodded. "Do you realise what this means?"

Giles grinned. "I do indeed. It means Faith is going to be the longest lived Slayer in history." He paused in thought. "Xander, the others. I’ll write you some absence notes for them." He paused. "And Ms. McClay too, Faith would doubtless insist on it. We need to get testing their abilities." He placed a hand on the young man’s shoulder, somehow sensing the teen’s need for affirmation. "You did well bringing this to my attention, and given your status as resident comic book expert I’ll need your help testing the others. Now get the others."

* * *

"Well," Giles glanced at the clipboard and then at the hushed attendees. If only they were usually so bloody quiet. It had taken several hours, the entire day in fact, but they were finally finished. "The test results are interesting." Almost as interesting as explaining to Tara what they did. Fortunately the young girl was so in awe of Faith, it had taken only a little time to convince her to join the tests and keep their secret. "Apparently Jenny," he favoured his girl-friend with a smile, "can now make herself invisible, as well as being able to create a force field, and has picked up considerable unarmed combat skills. Unfortunately she can’t use her powers on anyone else, something that the comic Sue Storm apparently could."

"Faith on the other hand, as had her physical abilities and senses increased even beyond Slayer levels," he hid a smile at the Slayer’s pleased smirk. "Although her improvements aren’t quite to the level of the person who possessed her. She’s now as strong as perhaps ten men, with consummate improvements in speed, durability, and stamina. In addition, there are considerable improvements in all her senses," he paused for a second, "except her common sense." Faith gave him an approving thumbs up. "In addition, she can now fly and shoot ‘venom blasts’ capable of knocking an opponent out."

"Thanks for volunteering me for that, by the way," Xander muttered.

"You are the expert in these matters," Giles replied before looking towards Gunn. "Charles now has superhuman strength, durability, and stamina, as well as increased healing. His strength is roughly seven times that of a normal human and two-thirds that of Faith’s now."

"I thought Luke Cage was meant to be stronger than Spider-Woman?" objected Gunn.

"I’ll get to that in a moment," Giles promised before looking towards Cordelia. "Miss Chase, your strength is also seven times that of a normal human male," he hid a grin at Xander’s shudder, Mr. Harris had best watch his P’s and Q’s from now on, "your speed, durability, and stamina have all likewise improved. As to why Faith is stronger than both of you despite being possessed by a weaker character, I can only suggest that because she has already been supernaturally possessed before she’s more susceptible to possession."

"Is he saying I’m easy?" Faith asked idly.

"An open target, and yet I’m resisting," Xander muttered.

"Or the spell was specifically targeted at her," Wesley added.

"Yes, also a possibility," he nodded. "However we’re unlikely to know the answer until we find just who cast the spell." Giles glanced around the room. "As for the rest, Jonathan, you have no sign of having your spine replaced by metal-."

"Bummer," Xander sympathised.

"Quite," Giles continued with a shake of his head. Bloody Americans. "However, you have astonishing healing capabilities, beyond those of any of the others. In addition, your senses are improved to an unmatched level. It appears your reflexes, speed, stamina, endurance, and strength have all improved to slightly above Olympic level. And finally, you have a fluency in several languages especially Oriental, and appeared to have mastered a minimum of half a dozen martial arts."

He hid a smile at the young man’s beaming smile. It did his heart good to see such a lacking-in-confidence youth get a boost like this. "As for Oz, your senses have also dramatically improved, with the exception of your eyes which remain normal. Your reflexes and balance are slightly above those of an Olympic level gymnast while you’re also a considerable martial artist."

"Cool," the impassive guitarist commented.

As always Oz gushed with excitement. Giles looked towards Wesley. "As for you, you also appear to have had your skills and physical abilities improved," although one could hardly make Wesley worse. "You’re another Olympic level athlete with considerable martial arts and armed combat skills, in addition to a full knowledge of anti-terrorist tactics."

Giles looked towards the only person in the room that he liked less than Wesley. "As for you Robin, your strength, endurance, durability, speed, and reflexes are all slightly better than Wes and Xander’s, and on a par with Jonathan’s. Your senses are also a match for his. In addition, your martial arts skills appear to have improved significantly."

"Next," he glanced towards his clip-board and then Alana, "is Alana." He smiled reassuringly at the obviously nervous girl. "Her physical speed, reflexes, and strength have improved significantly, as have her martial skills. However, more exciting are her new powers," he smiled again. "Apparently she can now create and channel lightning through her hands," he glanced at the charred desk they’d experimented on.

"Sorry," muttered the girl.

"I should have taken my lunch off first," Giles soothed. "In addition she can create and control the wind, using it as a weapon." He looked towards Amy and Tara. "Both you young ladies now are as fit and healthy as Olympic athletes with the apparent added bonuses of martial arts and espionage skills. And that is that."

"As a result of all these changes, I feel training will have to change our training." Giles looked towards Faith. "Faith, your enhancements have made it unsafe for us to train together-."

"But Mr. Watcher," the Slayer pouted, "I just loved grappling with you. You just know where to put your hands to make a girl feel safe."

Giles coughed and reddened as every eye turned to him. That bloody girl. "That’s as maybe," ground swallow him up now, "but you’re far too strong now for a human to spar with, besides, your martial arts abilities have improved beyond mine. From now on, you’ll train exclusively with Charles and Cordelia." He looked towards the others. "As of now, Oz, Jonathan, Wesley, Xander, and Robin," he saw Xander stifle a groan, "shall all train together. Jenny, you’ll train with Amy, Tara, and Alana. All you who have other powers should take any opportunity to exercise them."

"Maybe," Xander raised a hand, "we should get like a private place where we can train. I mean this place was okay when it was just Faith training, but now it’s everyone, it’s going to get crowded fast."

Giles nodded. "Yes, I’ll look into it, Xander-," his voice trailed off as he sensed a troubling thought. His gaze snapped towards Wood. "Robin, please join me in the inner office." Without waiting to see if the man accepted his ‘invitation’, he spun on his heel and strode determinedly inside.

* * *

"What is it Gil-."

The black man’s voice died as Giles spun and glared at him. "Tell me Robin, did you like wearing a nappy?" The black man stared blankly at him. "Only I could ensure that for the rest of your life, you wear nothing else. I could wipe your mind until you have the intellect of a six month old baby." The black man continued to stare at him. "I picked up your stray thought in there. And you are not contacting the Council about this!"

"T…the C…Council-."

"Have shown us precious little support, I’ve had more help from a group of under-age children than those stuffed shirts." Giles snarled, Ripper bubbling up to the surface. "You do anything that puts Faith or any of these children or your potentials in jeopardy, and I’ll ensure you spend the next forty years wearing a nappy and a bib," he bluffed, knowing that he didn’t appear to have the power to do that, but also knowing that Wood wouldn’t know it. "Are we clear?" His fellow Watcher nodded dazedly. "Good," the tension oozed out of his shoulders, "then we’re clear. I want you to bring those potentials here later so we can test their powers 7pm?"

The black man nodded jerkily. "Yes, Giles."

* * *

Jenny’s eyes narrowed as she noticed a forlorn-looking Willow sat away from the others. She strode over and sat beside the witch. "What’s wrong?" she softly asked.

"N..nothing," the witch stuttered.

"Please dear, credit me with some intelligence, I’m not a man."

The red-head smiled slightly. "Everyone’s so powerful now. I…I wish I’d worn my costume."

"If you had worn a costume what would have happened?" Willow stared at her. "It was only because of you not wearing your costume that we were able to break the spell, if not, we might still be under its influence."

"I guess," Willow whispered with a shrug of her shoulders. "But everyone’s got powers and I’m-."

"You don’t realise your potential," Jenny counselled. "You have the potential to be a magician of unimaginable ability, that’s enough power for anyone."

"Really?" The red-head stared wide-eyed at her, hope shining in her emerald orbs.

"If you work hard enough," Jenny smiled. "Now," she stood and directed her voice to everyone in the library, "I think school’s out for the day. Does anyone want to join Willow and I for coffee?"

* * *

Giles slowed as he followed Robin out of his office. "Where’s everyone gone?" he asked the solitary occupant.

"For coffee," Xander replied. "I thought we should talk."

"Oh," Giles started for the door, Xander beside him, "about what?"

"What if we’re not the only ones permanently affected?"

Giles missed a step as he looked towards the youth. "Ah," he grimaced. "That’s a troubling thought. In all the excitement I hadn’t considered that, well done. We’ll just have to cross that bridge should it ever come up.

"Yeah." The boy nodded. "It’s a shame there were only Marvel Comics costumes at the store," Xander mused.

Giles glanced towards his companion. "What do you mean?"

The instant he asked the question, he regretted it. Unfortunately it was far too late to take it back. "I mean, can you imagine Faith with a Witchblade, she’d have a set of armour in a second, man I’d like to see a vampire face that! Or if you’d gone as Ozymandias of the Watchmen you’d have run circles around demons before they’d even decided to attack us. Or I could have gone as Luke Skywalker, ha! I’d love to see a vampire fight a jedi! Or there’s Superman of course. Or the Dark Knight-."

"Who?" Giles idly asked.

The boy shot him a scornful look. "Batman of course."

"Of course," he muttered.

"Man, I’d have loved to have gone as The Crow, or Hellboy, Spawn would have kicked ass….."

Giles stifled a groan as the boy continued. Dear god, he had to ask.

* * *

He looked around the darkened room. He’d asked the others to pass the word throughout school, but only a handful had come. "You all know why I called you here." He paused. God, but he wished Owen would do the talking, but his morose friend had refused. "You know something happened to us last night. Something strange."

"Sure," Lance nodded. "We’re all different today."

"What do you want to do about it, man?" Devon drawled.

"You all also know what Faith and her friends do." He waited until the mutters died down. "It’s pretty much an open secret after Buffy died last year. I was thinking, now we have powers, we can help."

"They seem to be pretty set up," Michael broke the shocked silence that followed his pronouncement. "Maybe they won’t want help?"

"I was thinking we patrol on our own," Scott pressed. "Away from them, just help people they miss."

"A vampire nearly got me last month," Theresa put in, "Xander and Gunn saved me. They didn’t realise it, they cut the vampire off as it was chasing me, never saw me. But I’d like to help them."

Larry shrugged. "If it doesn’t interrupt with football practice, I’m in."

* * *

"Oh yes," he licked his lips as he leafed through his collection of photographs of Sunnydale High’s most beautiful female students, "so perfect, you will be mine." He wouldn’t settle for one either, he’d have them all. His cackle echoed around him.

* * *

"Sorry son," he stared scornfully at the teen stood over the counter from him, "I don’t sell to school kids."

"Oh," the kid had a heck of a creepy grin, "I wasn’t intending to buy a gun for myself."

"That buying it for your dad line doesn’t work in either," he replied.

"Oh," he gasped as the youth hurdled over the table and punched him in his throat, crushing his larynx in one brutal movement. He crashed to the ground, blood dribbling out of his mouth as he wheezed for his air. "I wasn’t intending on buying weapons, just taking them. No good assassin ‘buys’ weapons." The last thing he heard before death was the youngster’s maniacal giggling.

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