"This is one of Sunnydale’s most exclusive boutiques, I can’t believe I’m showing it to you!"

Faith raised an eyebrow at Cordelia’s trill. "We could leave if ya want," she offered, her friends enthusiastically nodding behind her. "Not really fussed either-."

"No, no," Faith winced as Cordy grabbed her wrist and pulled her into the brightly lit shop, the ‘enhanced’ cheerleader having a hell of a grip on her. "If we’re to go to the dance, my girls aren’t going to show me up!" ‘My girls’, Faith raised an eyebrow, now she was a Cordette? Oh, the humiliation. "Not in front of -," the cheerleader came to a stop with a hiss, "Harmony!"

"Oh hello Cordelia," the blonde was flanked by a trio of her fellow cheerleaders, "still slumming it I see."

"Yeah," Faith drawled, "that’s what they say about your boyfriend too. But as long as he’s had his shots, I say let him sleep with whoever he wants." Faith paused and smirked. "No matter the species."

Faith was surprised when Harmony reacted with a smile rather than anger. "One day, Trailer Trash," she smiled. "One day I’ll put you back in your place."

"Any time ya wanna a try, Harm," Faith replied, thumbs hooped in her jeans as she leaned against the shop’s pristinely white counter. "I ain’t hard to find."

"Come on," Cordelia sniffed, "we don’t have time to waste on them, we have dresses to pick."

Faith bit back a groan. On balance she preferred trash-talking and cat-fighting.

* * *

"Tuxes?" Xander shook his head. It seemed an awful effort to go through to get a suit he’d wear just once. "Do we have to?"

Gunn shot him a glare. "It’s the end of year dance, you should make an effort. Or," the black’s glare deepened," are you sayin’ my sis ain’t worth it?"

Uh, oh, Luke Cage was in the building. "Sure she is," Xander hastily replied as he looked distastefully at the suits, "but I hate dressing up."

"Yeah," Gunn sighed, shoulders slumping. "Imagine how I feel."

"At least you guys are tall!" Jonathan gasped.

"Height issues," Oz stoically commented.

"We don’t just look like penguins, we’re roughly the same height!" Jonathan continued.

Xander looked from Jonathan to Oz, there was no answer to that. Or at least no answer he could think of that had him keeping his head. His mouth opened, and then the shop’s glass front exploded inwards and a snarling, slavering werewolf-like creature was bounding into the shop.

It sorta reminded him of Cordy at a shoe sale…

Xander threw himself to the side, bundling a shop assistant to the ground and out of the way as Jonathan leapt forward, his friend wrapping his arms around the snarling beast’s neck and twisting. A crack rang out as the beast’s neck broke and it slumped in Jonathan’s arms.

"That was cool," Gunn praised.

"Oh yeah," Xander teased. "You can totally see why Faith’s weak at the knees around him." He grinned at his childhood friend’s blush.

"What a man," Oz agreed.

"I feel sorta inadequate next to him," Xander continued the teasing.

"Not the first time," Oz added.

"Yeah-," Xander glared at the wanna-be rock guitarist. "What’s that supposed to mean?"

Gunn chuckled before looking towards the ashen-faced shop owner. "We’re gonna need your security camera."

"And our suits half-price," Jonathan added.

"Nice," Oz approved. "Always like a bargain."

"Cheap though," Xander mused. "Girls never like cheap guys."

"Like you’re such an expert," Jonathan fired back.

"Ouch," Xander looked down at the killed animal. "I guess shopping’s over. Gunn, you call the girls and tell them to meet us at the library."

"Me?" Gunn’s face flooded with alarm. "Why me?"

"You’re the one with the iron skin," Xander pointed out.

"It really doesn’t help against Cordy’s mouth," Gunn moaned.

Xander looked at the big black. "Ever heard the term ‘too much information’?"

* * *

"Oh good lord!" Giles hurriedly rose from his Tennyson, carefully placing the first edition inside his inner office before rushing back out into the main office. "What happened?"

"We were in the tuxedo shop when this ran in," Xander explained as Gunn carefully laid the animal down on the desk, "Jonathan snapped its neck."

"Well done," he praised. "I suppose you’ve-."

"This better be good Charles Gunn!" trilled a voice half-way down the corridor but clearly audible none the less.

"Called the others?" Giles sighed at Ms. Chase’s voice. "Have you called Wesley or Robin?"

Xander shrugged. "You’re sorta Watcher Boss."

"If only," Giles muttered. "Very well, then you explain to Ms Lehane and the others what happened while I phone the others." Before anyone could protest he scurried into the office, leaving the others to bicker amongst themselves.

Upon his return he crouched before the dead animal. "Good lord," his brow furrowed as he examined the corpse, nose wrinkling at its already decaying stench, "I believe it’s a Hellhound."

"That’s a name filled with cheer," Xander commented.

"Positively festive," agreed Oz.

"What’s a hellhound?" queried Jonathan.

"A particularly vicious demon," Giles looked up as Wesley walked in. "It's sort of a demon foot soldier bred during the Machash Wars. Trained solely to kill. They feed off the brains of their foes."

"Ha," Jonathan snorted. "And to think it went straight for Xander."

"What’s that supposed to mean?" Xander glared at his newly-confident friend.

"Fido would have been disappointed," Oz commented.

"Unless it was on a diet," snarked Faith.

"We have a video of the outside of the shop while all this was going on," Gunn said, holding up the tape in question, "we thought it might be able to give us to some clue as to who was behind this."

"Ha, what a splendid idea." Giles rummaged through his pockets. "Here," he threw the keys to Xander, "go and get a video from the equipment room."

Xander looked at the keys and then him. "If we’re going to be watching videos we need something to eat at the same time."

"It’s an American tradition," commented Oz.

"So how about you free up some Watcher money for a splurge at the vending machine?" Xander finished.

"This isn’t bloody movie night." Giles shook his head. "Just get the video. By the time you get back Wood should be here."

"And you said that as encouragement?" Giles heard but chose not to comment on Gunn’s mutter.

* * *

"Look! Right there, zoom in on that."

Xander sighed more or less patiently at Cordelia’s hectoring. "It's a videotape."

"So?" the brunette cheerleader was remorseless. "They do it on television all the time."

Jonathan chuckled. "Not with a regular VCR they don't."

"Wait!" Giles said. "What's that? Pause it."

"Please!" Xander snapped. "It's just a normal VCR. It doesn't..." He paused and reddened. "Oh wait, uh, it can do pause." Xander paused the video, eyes narrowing as he noticed a male teen peering in through the shop’s broken window. "Hello, hellhound raiser."

"I know that face," Oz mused. "He’s in our year."

"I’ll get the class yearbook," Wesley announced before disappearing into the stacks.

Minutes later and Oz was leaning over the yearbook. "Tucker Wells. He's in my chem lab."

Giles chortled. "Let me guess. He was quiet, kept to himself, but always seemed like a nice young man."

Oz shrugged. "He didn't seem the murderous type anyway."

"Ooooh!" Everyone turned at Willow’s squeal. "I got into Tucker's e-mail account. Listen to this message Tucker sent to this kid David Metz at school last week. The Sunnydale High lemmings have no idea what awaits them. Their big night will be their last night."

Giles raised an eyebrow. "So, we have a threat against the students on their big night, a hellhound trained to attack people in formal wear."

"So good to see our leader is catching up!"

Giles glared at Cordelia. "Tucker is planning to attack the prom tonight."

Xander shook his head. "Once again, the Hellmouth puts the special in special occasion. Why do I even buy tickets for these things, I ask you?"

"I suppose its fur might make a passable shawl," Miss Chase suddenly mused.

Giles closed his eyes as his head began to throb. God help them all. He looked towards Wood and Wesley. "You two, in my office."

* * *

The moment the door closed Giles spun to face his two subordinates. "Those children don’t have much," he declared. "They’re forever risking their lives to protect the world. Well not on their prom night. You two have," he quickly checked his watch, "thirty-six hours until Prom Night. It’s up to you to find this Wells boy. Understood?" He nodded at the two men’s nods. "Excellent. Now let’s give the children the good news."

* * *

"I think I should be in charge," Wesley argued as they strode through a darkening Sunnydale, shadows and clouds pushing the sun away.

"Oh yeah," Wood loomed over him. "How do you figure that?"

Once Wesley would have been intimidated by the larger man. Those days were long gone though. "Because," he stared unblinkingly at the black man. "I am the Watcher of the Slayer, you are the Watcher to a trio of potentials. Need I argue further?"

Wood’s mouth opened, and then the black’s foot shot backwards, crashing into a vampire sneaking up behind him. A snarl on his lips Wesley spun to face the demon sneaking up behind him, sliding beneath its right cross to deliver a forearm to the chest that knocked his rival back a step.

Wesley blocked a hook on his shoulder before charging in, taking the demons’ legs from under him with a leg sweep, dropping to one knee and delivering a stake to the beast’s chest. Upon standing he turned to see Wood had similarly disposed of his adversary. "Okay then," the black man nodded. "What first?"

Wesley hid a smile at the other man’s sudden compliance. "First we’ll try Mr. Wells’ address-."

"He’d have to be an even bigger idiot than he seems to be there," Wood commented as they started down the road.

"Yes, I’m aware of that," Wesley replied. "I’ve also decided visits to the youth Mr. Wells emailed and the magic shop are in order."

"How about checking butchers," Wesley looked at his companion, brow furrowing in confusion, "Wells must be feeding it, right?"

"An excellent idea," Wesley praised.

* * *

Wood had his teeth firmly gritted against the cold as they walked through the hanging carcasses of the meat packing plant. They’d tried Wells’ home, the magic shop, the kid Wells had emailed, not to mention the other three members of Wells’ science club, and every butcher in town, but gotten exactly nowhere, but this was the last place. Now they had just three hours before the prom began.

"Hey," a burly man wearing a white coat and a hard hat waddled towards them, clipboard in hand, "what are you doing back here?"

"Looking for information," Wesley flashed the man a twenty dollar bill, "I don’t suppose you’ve had a Tucker Wells coming in here?"

The man looked at the twenty and then back at the Englishman. "Yeah, we have. Real weird kid. Kinda creepy."

"What does he buy?" Wood put in as a way of testing the man’s honesty.

"Brains, always brains."

"Excellent," Wesley gave the man the note. "Now, his address?"

* * *

"Oh Jenny!" Giles feebly protested as his girl-friend tried to straighten his tie. "Please, stop fussing!"

"I will not," Jenny scolded, the gypsy beauty wearing an off-the-shoulder silvery number that seemed to shimmer as it clung to her, "you’re walking in on my arm and you will not be showing me up."

Giles beamed as the phone rang. "Oh thank go-," he gulped at his paramour’s glare. "Duty calls." After hurriedly extricating him from his girl-friend’s clutches, he hurried over to the phone. "Hello, Rupert Giles speaking."

"Hello Mr. Giles," Wesley answered. "We’ve found Mr. Wells’ whereabouts and will be heading there once we’ve spoken."

"You won’t need any help?" Giles queried, hoping desperately for a yes he could use an excuse to escape chaperoning duties.

"No," Giles’ heart dropped as Wesley replied. "As long as we get there in time, everything should be fine. We have our crossbows."

"Excellent," Giles fought back a sigh, "good work, carry on."

* * *

Wesley looked at Wood. "Is he there?"

The black nodded, Wesley’s heart raced as he hefted his crossbow. "In that case we should get down there." The two of them crept down the steps to find a scrawny youth crouched over a cage containing a snarling hellhound.

"You're ready to go."

"Sorry," Wood brought the bottom of his crossbow down onto the youth’s jaw as he looked up, knocking him on his backside, "new plan." The youth froze when Wood pointed the business end of the crossbow at him.

"Good lord," Wesley gazed at the assorted videos stacked on top, "’Prom Night’, ‘Carrie’, I assume this is how you brainwashed the monsters?"

"Neat, huh?" Tucker boasted.

"How pathetic." Wesley shook his head in disgust.

"How about we throw him into one of the empty-," Wood’s voice trailed off as he stared at the four empty cages. "Oh crap."

"Gotta have a redundancy system," Tucker gloated. "One died in the shop but my three fiercest babies are on their way to the dance right now.  You think formal wear makes them crazy, wait 'til they see the mirror ball."

* * *

The music of some godawful pop band could be heard as Wesley screeched to a halt in the school parking lot, his crossbow was coming up as he leapt out of the car, the dogs charging roughly parallel with them as he fired. Their shots hit the demon-dogs in their necks, the two Hellhounds crashing to the ground as the third turned, its broad snout flaring, teeth glinting, and fur bristling.

"Oh dear," Wesley muttered as the beast charged him, leaping over a car as he struggled to reload, then crashing into him, hot drool splattering him as he fell to the ground, crossbow falling uselessly from his hands, and the hellhound on top. Wesley smashed a right into the beast’s jaw even as he grabbed it with his other hand, muscles writhing as he tried to shove its head away.

The beast let out a high pitched squeal as Wood thrust a bolt into its neck from the right, and quickly followed up with one from the left, neatly skewering the beast. The grunting African-American lifted the creature off him, its paws mauling wildly at him, and flung the monster into the car parked next to them, the beast’s head hitting it and then sliding to the ground, thrashing slightly then stilling in death’s final embrace.

"Thank you for your assistance, old man," Wesley muttered as Wood pulled him to his feet.

"You’re welcome," Wood clapped his hands together, "that’s those creatures dealt with."

Yes," Wesley grimaced as he looked towards the noisy school. "I suppose we should go and report to Giles. Prom Night, has anything more horrible ever been invented?"

* * *

"My darling," James laughed as he stopped his car, him, his beloved, and their four childes clambering out of the cramped car they’d stolen from an overweight San Diego businessman, "it’s fate’s sweetest gift. A new town, the Hellmouth, and a prom, plenty of fresh meat to slaughter, what could be more romantic?"

"I’m thinking flowers and a movie, but with my dating record what do I know?"

James spun with the others to face the handsome young man leading a group of four across the road. "Who are you?" he blustered, his back to the school.

"The name’s Pike," the man pulled out a shotgun and smiled, "but you can call me Ghost Rider."

"Then we understand the plan?" Xander looked around his companions huddled around the bookstore that Giles had bought as his new cover now that Faith graduated, still a little insecure in his new role as operation planner. It felt treacherous to admit it, but it was a lot easier to do this without Buffy’s presence, she’d never let anyone have their say like this. Faith however had enough confidence in her own abilities to recognise when someone was better at something than she was and step back and let them take over.

And it wasn’t like the brunette beauty wouldn’t shout long and hard if she disagreed with him.

"Run through it again, honey," Alana whispered.

Xander smiled at his girl-friend. It did of course help that he was dating one of the hottest girls at school. That always gave a geek’s confidence an ego-boost. "Okay then. Faith, Cordy, and Gunn are our three best fighters, so they’re the three that go inside, but only after Jenny-."

"Ms. Calendar to you, Xander."

"Uh, right, sorry." Xander looked towards the gypsy beauty. "Ms. Calendar goes in and unlocks the back door, so myself, Jonathan, and Wes will go in through the rear to get any who try and run out the back. Giles, Wood, Alana, and the witches," he looked towards Sunnydale’s own little coven, "will wait out front, taking down anyone who tries to escape or interfere."

"I wish Oz was here," Willow sighed wistfully.

"We don’t really need him for this operation," Xander commented.

"I know," Willow sighed again. "I just wish he was here."

"Bear in mind," Giles put in with a sigh and shake of the head, "these Miquots have been attempting to set up a child-smuggling ring here, there’s some who’d buy very well for a child born on the Hellmouth. Lilliad demons for example."

"Nobody hurts kids," Faith shook her head, smoky eyes suddenly fierce. "Not on my watch. Not ever."

* * *

Jenny’s heart hammered and skin crawled as she approached the noisy bar, heavy rock blaring out of it, the ramshackle-looking bar reverberating with its loudness. Half an hour passed as she stood in the shadows to the entrance’s left, waiting for someone, anyone to either enter or exit the bar so she could slip in with them.

She’d been waiting half an-hour, every minute taking a skin-crawling eternity when he appeared, Jenny immediately turning her invisibility shield on as it approached. Jenny instantly recognised the demon from Rupert’s books. The Miqout was a tall biped with a yellow skin, two rows of bone spikes bisecting its forehead and bone spikes likewise jutting out from under both its forearms. It looked even more dangerous in the flesh.

The moment the oblivious creature opened the door, she was behind him, sliding into the murky bar, her heart hammering so loud that she was certain she would be heard. And yet, no-one reacted.

Jenny looked around as she crept through the obliviously raucous bar, eyes watering at the smoky air. The bar looked like it had never seen a cleaner, the floorboards, tables, bar, and drinks cabinet all coated in dust. Jenny strode through to the back of the bar and started down the corridor between the two toilets uproariously labelled ‘Guys’ and ‘Gals’.

"Eleven Miqouts and one other demon I’ve never seen before," she muttered into her mouthpiece as she eased the rear door open, shining her pen-light so Xander would know it was in fact her coming out.

"We’ll take it from here," Faith muttered her reply.

* * *

Faith’s lips dried as she spoke to Jenny, her blood pumping as she readied herself for yet another battle. She looked towards the dark bar and then her two companions. "Time to take some names gang."

Cordelia winked at her. "Delighted."

The door came off with a single kick, the force carrying the door flying across the bar to crash into the bar opposite. There was a moment of shocked silence, and then carnage broke out, every demon in the place rising and charging them.

Faith leapt into the air, flying over the nearest table and into the chest of the demon stood there. Her feet cannoned off the demon’s chest, sending him somersaulting into the bar’s garishly illuminated juke box, the demon and shattered jukebox landing in a heap on the floor.

And then the mystery demon that Jen had mentioned, a big grey-skinned bitch with pointed ears and dead eyes attacked. Faith winced as the demon caught her with a left that lifted her from her feet, twisting with the impact to deliver a single-footed thrust kick to the gut that knocked her adversary back a step and gave Faith the half-second she needed to land and drop into a crouch.

The demon grunted before swinging a right cross that she blocked on her left shoulder, the impact vibrating down her arm and not in a good way. Faith winced as the demon grabbed her free-flowing mane, yanking her upright out of her crouch. Seeing another incoming right she kicked the arm away as she pulled loose from the grip on her hair.

The demon swung a haymaker that Faith glided under only to be forced to block an up-swinging knee on her forearm before hooking the demon’s leg under the knee and pulling. The demon grunted as it left its feet to crash to the ground on its back. Faith dropped a knee towards the demon’s face, scowling slightly when it rolled out of the way and back up, attempting a kick that would like as not have taken her head off if she hadn’t swayed away from it.

And then Faith surged back up, leaping into a drop kick to the face that took the demon back down and through a table, drinks flying everywhere. Faith landed in a crouch beside the demon, snatched up a snapped off table leg, and began bludgeoning the demon to death.

One strike, its nose splattered across its face.

Second strike, its jaw shattered with a strident crack.

Third strike, a fountain of blood jetted out of where its left eye had been.

Fourth strike, the beast stopped moving.

"Wow," Gunn muttered as she dropped the stick, "JL’s got even more nerve than I figured to be dating you, you’re savage."

Faith shot the black a smirk. "Ya didn’t do so bad yaself," she pointed out as she gazed around the devastated bar, five no six of the Miqouts lying dead amongst the wreckage.

She glanced towards the back when Jonathan, Xan, and Wes burst through. "We got three," Jonathan proudly proclaimed.

"Right," Xander pulled out a can of kerosene. "Now we soak the place and set it on fire, make sure no-one else sets it on-."

"Oh good lord," Wesley stepped forward, face paling as he stared at the mess she’d made of the mystery demon.

"Geez," Faith shook her head in disgust. "Get a stronger belly for Christ’s sake, Wes!"

"No!" Wesley shot her an irritated look. "It’s not that, I recognise the demon."

"Ooops." Faith raised an eyebrow. "Killed a personal friend have I?"

"Hardly," Wesley shook his head. "Xander," the Watcher didn’t look away from the greyish corpse, "please radio Mr. Giles to come in."

Seconds later, the door swung open and Giles strode in. "Goodness gracious is that-."

"A Sisterhood of Jhe demon," Wood finished for the middle-aged Limey.

"Apocalypse demon," Wesley continued in doom-laden tones. "An entire cult of female demons intent on ending human reign over the world and bringing back the Old Ones."

"Ah," Xander nodded sagely, "PMS, explains it." Faith fought back a snicker even as her fellow females glared at Xan, hey when you’re funny you’re funny.

* * *

Giles glared over his spectacles. "They’re a very committed cult, this is no laughing matter, Mr. Harris."

"Hey," the young man stared at him, something unsettling in the boy’s brown eyes, "just tryin’ to lighten the mood."

"Huh," Giles glared at Xander. "This matter clearly requires -."

"Some research," Faith, Xander, and Alana chorused in unison.

"Quite," he shot the teens another irritated glance. "Back to the store then."

"I still say we should have called it something cool," Xander muttered. "The Batcave or Stark Tower, anything."

Giles resisted the urge to bang his head against the nearest wall. "The shop is ‘The Pleasure of Reading’, and that is it!" he spun on his heel and started for the door.

"Tetchy ain’t ya?" Faith commented.

"I still think he should have put in an internet café section," Willow wistfully commented.

"Aaaaaaaaaaaaaah!" These kids and their effects on his blood pressure would be the death of him.

* * *

"Oh dear," everyone turned to Wesley. "I’ve finished the astral chart. It would appear the Sisterhood of Jhe will attack tomorrow night."

"And where?" Giles looked toward his younger countryman.

"I can answer that," Wood hurried in through the shop’s door, the ‘Closed’ sign resolutely hanging in the front door. "According to the spirit guides they intend to open the Hellmouth."

"The one under the school," Faith commented.

"It’s the only active one in America," Giles commented.

Faith’s eyes narrowed, the foul-mouthed teen once again proving unexpectedly perceptive. "The only active one?"

"It doesn’t matter," he waved the Bostonian transplant’s questions away. "What’s important is dealing with this threat."

"It looks like we’ll be breaking in again," Xander mournfully commented.

"It’s just lucky I had a set of spares cut," Giles mused.

* * *

"First we need a plan," Xander decided that now the esoteric research was over with, he’d have to put forward his strategic input. Sensing everyone’s eyes on him, he stiffened inwardly, momentarily self-conscious then smiled when Alana gave his arm a reassuring squeeze. "Faith, you said these Sisterhood demons were real heavy hitters?"

"Oh yeah," Faith nodded. "Punched way harder than your average vamp."

"Okay," Xander added that bit of knowledge to what he already knew. "I’m guessing that they’re going to want to be at the Hellmouth to prevent anyone stopping the Hellmouth opening. In that case phase one of our strategy has to be making sure that the Jhe demons don’t get there. As only Faith, Gunn, and Cordy are gonna be able to go toe to toe with the Hellmouth Monster, they’ll be in the library with Giles. The rest of us-."

"I’m going to need the mages," Giles looked towards Willow, Amy, and Tara in turn, "to aid myself in re-closing the Hellmouth."

"Okay," Xander nodded before taking a second to reassess what he’d been about to say. "Well if we bar and chain the back door to the library, there’s only one corridor leading to the library front entrance correct?"

"With two direct corridors leading to it, one from the foyer, and one from the science department," Giles supplied.

"Right," Xander nodded. "In that case, I’m going to split the rest of us into three groups. Jonathan and Oz in one group guarding the foyer entrance at the last outer entrance. Me and Alana in another group guarding the science department entrance. And Ms. Calendar, Wes, and Wood guarding the central corridor."

"Not smart," Faith shook her head. "Even with your enhancements," the Slayer smirked lewdly, "ya can’t go hand to hand with those bitches."

Xander smiled as he rose. "I wasn’t thinking of going hand to hand with them. Come on."

* * *

"You’ve got the stuff we need?" O’Toole threw his head back and laughed. "We’ll show that damn school, the whole place is gonna go boom!"

"We’ve got a real problem with that."

"Oh yeah?" Jack O’Toole turned to face them, a sneer on his zombiefied face. "And how much of an obstacle do you think you’re gonna be?"

"Rather more than you’d think," Scott Hope grinned. He’d never liked O’Toole and his gang, still remembered the beatings that O’Toole had given him. Now was time for some payback.

* * *

Faith’s puzzlement at Xan’s plan only increased when he led them to the lot he now called home. By the time G had parked up, Xander had already unlocked the metal grille door’s two padlocks and entered the three digit code that caused the door to slide to one side allowing them all inside. Once the last of them was in, Xander led them down the narrow corridor, past the two separate changing rooms, and into the spacious gym that was on the floor beneath Xan’s living quarters.

The gym sprawled out to the size of a decent-sized commercial gym, never mind one that only served the needs of around twenty of them. By the wall nearest the entrance stood a bunch of stationery bikes, treadmills, and steppers. The walls to the left and opposite of the entrance had a whole of weights including, Faith couldn’t help but smirk, a pair of dumbbells going up to 300 lbs. You didn’t get those in many gyms. There were bench press benches, squat racks, her, Cordy, and Gunn had a near constant competition to see who could squat the most, the record for now was somewhere close to forty-eight hundred pounds, a whole host of machinery all built with one purpose in mind, to build the best fighter, the best killing machine. And to aid that process there was exercise mats on the ground and heavy and speed bags dangling from the wall at the right side of the gym.

"Hate to shatter your illusions, Harris," Faith’s voice echoed around the chill gym. "But an extra-hard workout ain’t gonna get ya in shape for those mothers tomorrow night."

"Oh and I was so looking forward to seeing you in your spandex," Xander snarked right back at her before turning serious. The young Sunnydaler walked to the centre of the room, flipped a mat over on its back, and pulled a piece of the caramel-coloured carpet back to reveal a gleaming key-pad under a plastic covering that he quickly flipped open, before dancing his fingers over the keypad.

Every one turned to the gym’s left corner when a part of the wall there slid aside to reveal a gleaming vault door behind it, complete with another keypad and some sort of scanner.

"Oh wow," Faith heard Cordy muttered. "I knew he was a nerd, but this ridiculous!"

Xander grinned wryly at the cheerleader’s whispered comment but chose not to respond, instead striding over to the secret door, placing his left hand on the scanner while typing the keycode in with his right. "ACCESS GRANTED." An electronic voice rang out as the door opened to reveal a darkened stairwell.

"Give me a sec," Xander said as he leaned inside the vault and turned a light on.

"Holy shit," Faith gasped as the vault filled with light, revealing a half of a dozen steps leading down into an extensive armoury.

In the centre stood stands upon which riot-shields and helmets hung together with Kevlar jackets. On the far wall hung a vast selection of axes and spears – spike axes, double-bladed axes, throwing axes, halberds, and pole-arms. The wall to the right was filled with swords, Roman Gladius’ shone next to Viking Spathas and Scottish Claymores. Turkish Yatagans were likewise arrayed next to rapiers and short swords. Swords from non-European nations were also displayed, the Egyptian Khopeshs, Arabian Scimitars, the Japanese Katana and Wakizashi, Indian Khandas and Tulwars. The wall by the door had more exotic weaponry – South American Bolos, Australian Boomerangs, Japanese Shuriken, alongside more traditional bows, spears, and maces.

Man, Faith licked her lips in a gesture of unconscious approval, a gal did like her weapons. It was however the wall to the left that garnered the most attention, filled as it was with automatic pistols, mini sub-machine guns, and even shotguns.

"Anyone else think he’s a perfect fit for the postal service?" snarked Cordy.

Faith smirked as she turned to Xander. "Daddy got guns," she said in only half-joked awe.

"And there’s more," Xander beamed at her approval before striding over to the far left corner, lifting one of the stands to reveal another keypads imbedded in the wall. After the keypad beeped approvingly the west coast native crouched down, pulled the carpet back, unlocked a padlock, and pulled a trap-door back. "My ammunition store is down here. And not just your ordinary bullets either. Incendiary, explosive, and armour-piercing too. I’ve also got a selection of grenades - fragmentation, smoke, incendiary, and stun. I’ve also got tazers, holy water in pepper spray cans and brass knuckles made from melted down crosses. I was figuring all those outside of the room could be armed with the shotguns while you did your thing in the library."

"Xander," Giles looked towards the youth, mouth gape and eyes wide, "how did you pay for all this?"

"Eeek!" Everyone looked towards a suddenly blushing Willow. "I sorta hacked a few companies known for their unethical policies – Umbrella Corporation, Weyland Industries, Cyberdene Systems, and Lumic Industries, and well I stole % points of interests from their slush accounts."

"Oh good gracious," Giles began to purple. Which was, Faith decided, a real interesting colour on him.

"Oh and one thing, folks. Only I know all the combinations and have the handprint to satisfy the scanner." Xander grinned darkly. "There’s an incentive to make sure I’m not turned."

"Well I needed one," snarked Cordelia.

* * *

"You’re sure you don’t want a kevlar jacket, Faith?" Xander queried as they readied themselves for the battle. "Only I was thinking if you and Cordy want to make a ‘Babes With Guns’ DVD, I’d be in."

"Only if you’re the ones we’re shooting at Harris," Faith replied.

Xander sighed. "That’s a no then."

"What have I told you about making inapproriate suggestions that don’t involve me?" Alana queried.

"Oh," Xander kissed his girl-friend on the cheek, "I wouldn’t exploit you, you’re my baby."

"Gag," Faith mimed sticking her fingers down her throat. She looked around the shooting range that was located next door to the underground armoury and then at her watch. "We should really be headin’ to the school, gang."

"Oh good lord," Faith had to smirk at her Watcher with a shotgun in his hands. He looked like one of those country spivs out pigeon shooting you saw on old British shows. "Is that the time? We must hurry."

"Oh yes," Faith tried her best English accent, "giddy up old bean!"

Giles glared at her. "Why oh why, don’t Slayers come fitted with muzzles?"

"Design flaw," mused Wesley, a thoughtful expression on the younger Watcher’s face.

* * *

Faith looked around the erieely quiet library, the anticpation hanging thick in the air. Upon arriving, she and Gunn had shifted the chairs and tables out to the side, leaving the floor empty except for where Giles had skilfully chalked out a pentagram that Willow, Tara, and Amy now sat in, a candle at the centre of their witchy triangle. For their part, Gunn and Cordy were both brandishing double-bladed axes that were twins to her own, for some reason blast and blow wouldn’t work with higher demons – slash and hack was apparently the way to go, while Giles brandished a short sword with surprising flair and skill.

"So what do we do now?" Faith queried.

"We wait," Giles replied with a heavy sigh. Faith scowled, Giles chuckled. "Yes I know, you ‘suck’ at waiting."

* * *

Xander looked at the three chair high stacked barricade they’d made blocking the corridor. It wasn’t much really, but it would have to do. "Barricade ready," Xander whispered into his radio as he hefted his Mossberg 590.

"Barricade ready," confirmed Jonathan, his friend’s voice breathlessly excited.

"Barricade ready," Ms. Calender replied.

"Grrrrr." Xander’s blood froze as a gruttal growl could be heard, peering through the darkness he saw five no six over six foot grey-skinned monsters charging towards them, each the size of a linebacker.

No, the barricade didn’t look much at all.

* * *

"What the fuck!" Faith gasped as the floor ripped and long, grasping fleshy tentacles with what looked to be fanged mouths on the end of them erupted out of the floor, the creature looking Lovecraftian.

Gathering herself, she lunged forward, her axe swinging to chop off one of the thing’s lashing tentacles. Faith dropped into a crouch, another tentacle snapping overhead. And then she looked at the demon’s gaping maw and grinned. "Fuck this," she snarled, something primevil stirring within her. Leaping forward, her axe swung down and at the monster’s huge head.

* * *

Xander’s shotgun boomed out, the weapon recoiling in his hand as the third of the demons hit the ground. He grimaced as he pulled the trigger down and heard a click. Even with armour-piercing rounds it took several rounds to put one of the demons down. Faith wasn’t kidding when she said they were tough. Xander looked towards Alana and shot her a reassuring grin. "I need to re-load, your turn to go."

* * *

A spray of blood gushed out, splattering her. Momentarily revolted, Faith stumbled backwards. "Shit!" She gasped as a tentacle wrapped itself around her ankles and pulled her from her feet, hitting the ground on her ass. "Oh crap!"

Suddenly Giles was there, his sword slicing down to half-sever the monster’s tentacle. The monster jerked back, releasing its grip on her feet. "Thanks!" Faith yelled as she kipped up to her feet, smoothly ducking under another tentacle even as she swung her axe up to meet it, severing it in a single effortless blow.

And then a golden glow filled the room, a sort of cleansing shine that seemed to briefly fill every pore of Faith, and then pull away, leaving her feeling unbearably empty. "What the fuck!" Faith’s eyes widened as the demon pulled away, tentacles waving frantically as it disappeared, the ground it had erupted from, solidfying again. "We won!"

"Indeed we have." Pride filled her at Giles’ smile. "I think I can shout us all for pancakes." Giles pursed his lips. "Once we’ve cleaned up this place and taken a shower."

"Oh Mr. Watcher, sir," Faith purred as she fluttered her eyelashes, "I hope you weren’t suggesting little ol’ innocent me should join you? I’m precious hungry, but I don’t think the nuns would approve of me doin’ that for food."

"Innocent? Ha!" Giles snorted.

"Okay! Okay!" Cordelia pouted at her boyfriend, the big African-American sat smirking opposite in the diner that had become their unofficial hang-out. "You beat me once!" The former cheerleader put her elbow on the table and readied herself. "How about best of three!"

"I still say," Xander was talking animatedly to a predictably tranquil Oz, "if you practice hard enough, you and maybe Jon should be able to pull off anything Neo did in the movie! I mean you’re Daredevil and Wolverine for crying out loud!"

"Xander," Willow giggled even as she linked arms with her rock guitarist boyfriend, "you’re such a geek!"

"Hey!" Xander grinned as he took a gulp of his smoothie. "Tell her, Jonathan! Comics are the great American mythologies!"

Faith couldn’t stop smirking. Her life had changed so much since she’d been Chosen. Before then she’d been a worthless, friendless street trash, now she was a soon to start college student with the best friends a gal could wish for.

Yeah, apart from the constant panty-wetting danger, life was good.

"You look happy."

Faith turned at Jonathan’s whispered comment. "Why wouldn’t I be?" she purred, unable to resist teasing her shy guy. "I got ya to warm my bed when I go home tonight, what more could a gal want?"

Her grin widened at Jonathan’s sudden crimsoning. Yeah, she had the sweetest boy-friend e-v-e-r.

* * *

Sunday giggled as she led her two childes into the shadowed college grounds. Fresher week was her favourite week of the entire year, all those parties, all those unsuspecting males, what could be better?

She stopped when a handsome, short youth stepped out from behind a tree and in front of her, a strange half-smile on his face. "We students have decided to make a stand against you creatures of the night."

Sunday’s brow creased in confusion. What was this fool blathering about? "A sta-." She began to query until she heard the hauntingly familiar sound of her two companions dusting. She turned instinctively, eyes widening when she saw a geeky looking teen effortlessly sliding a blade through the neck of her second companion. And then she felt a stake enter her own back, her mouth opened in a shocked gasp, but then darkness engulfed her.

* * *

"Nice moves, Lance," Scott complimented as he slid his stake away, the former class nerd doing the same with his katana.

The class geek grinned as their companions exited the shadows they’d been hiding in. "I still don’t see why we don’t just tell Mr. Giles about our patrols," Larry commented, a meaty hand coming to rest on Lance’s shoulder, protectively embracing his boyfriend.

Scott pursed his lips in displeasure as Larry once again raised a point of constant contention between them. "Look," Owen rumbled, his eyes flashing in that strange and very creepy way they’d begun to do since being possessed by the Vision. "He might not approve of us helping without supervision. Might even think we’re unneeded."

"Any help is good help," Michael put in.

"It’s not as if we’re amateurs!" added Theresa.

Scott sighed as the bickering began.

* * *

Faith strolled through the darkened graveyard, Jonathan, Xander, and Wesley trailing her, the others in patrol groups in other cemeteries, their new powers meaning the gang could safely split up into three groups, getting more patrolling done in a shorter time. A real sweet deal.

Faith stopped, the hairs on the back of her neck standing up as a terrible premonition struck. "Fuck," she croaked, a terrifying chill turning her bones to ice, "what is that?"

"That is I, child. Your death."

Faith turned to face the voice coming out of the shadows, a small gasp escaping her. The vampire, because that was what it had to be, strode towards her. It stood close to seven feet tall with the gargantuan build to match, yet for all that bulk moved like a panther. The skin was stretched across the creature’s face, giving it a skull-like appearance, its teeth elongated beyond even a normal vampire’s, and curious, diamond-shaped eyes glowing a feral red rather than the usual yellow.

Faith licked her lips before croaking out a demand. "Who the fuck are you?"

* * *

"Why," his lips parted in a smirk as he inspected the Slayer. Beauty beyond compare and a spirit to match, she would be a worthy prize to add his legions of victims. "I am Amara," he smiled at the oldest of the men’s gasp, it had been many centuries since he’d walked here, but at least someone remembered his blood-soaked legend.

"You’re dust waitin’ to happen!" the dark-eyed beauty snapped before surging forward.

Her speed caught him by surprise, she was fast, fast even for a Slayer. Her right was ramming into his jaw before he’d barely registered her moving. The blow knocked his head sideways, pain flaring in his jaw, strange, he’d thought he was beyond such things.

Then animal instinct took over, snatching the beauty’s flowing mane, he threw her from him, his other hand back-handing a dark-haired youth who’d leapt to tackle him. The Slayer flew into a gravestone, the force of the collision splitting the stone in two, the beauty grunting as she hit the ground.

And then another boy, smaller than the first was leaping at him, an almost bestial snarl parting his lips, the smell of a concerned mate on him. This boy was the Slayer’s lover? Amara laughed at the thought even as the knuckles of his right fist caught the youth full in the face, sending him flying back the way he’d come.

Amara’s elbow cannoned backwards, catching the first youth in the jaw as he tried to sneak up on him. Without checking the consequences of his attack, he strode towards the downed Slayer.

"Not on your bloody life!" the Englishman shot out a brass-knuckled left jab that bounced contemptuously off Amara’s shoulder. "What-." The Englishman’s gasp turned to a gurgle when he grabbed the man by the throat and flung him into a statue of a winged Eros.

"Hey," the Slayer rose, the earlier fear in her eyes replaced by raw fury, "those are my people you’re beatin’ on. Not smart."

The supernatural warrior ducked under his swinging haymaker and stamped down hard on his shin, an unconventional move, but one that knocked him off balance, and left him open to a rather more traditional spinning backfist to the jaw that had him briefly seeing stars even as his own elbow caught the beauty high on her right cheek. Then suddenly the Slayer was flying through the air in a drop-kick, full locks billowing behind.

Amara glided aside, forearming the Slayer out of the air. The brunette hit the ground on her side, but rolled up in time to catch a downward right to the left eye, blood bursting out of the wound like water from a dam. Amara laughed at the girl’s shocked grunt, eyes glazing as she fell back onto her back.

Amara was still chuckling as he reached down to grab the little bitch by her throat. "Owww!" he grunted as her foot crashed into his stomach, the blow hard enough to stagger him back a step.

"Hey."

He half turned at the voice only to gasp as a bullet exploded in his face, fire briefly burning before dousing down. He glared at his suddenly ashen-faced attacker. "You’ll pay for that," he warned as he staggered off. "Demons themselves will shudder and thank the Old Ones that they didn’t face your fate!"

* * *

"I shot him an incendiary round, he should have been dust!" Xander shook his head.

"Given who the vampire claimed to be that is unsurprising," Giles shot a worried look to where Faith was having her wounds dressed by Jenny. Slayer Healing would of course take care of all but the worse wounds, but one couldn’t help worry. The Slayer shot him a grin her expressive eyes seeming to say ‘thanks for caring, but I’ll be five by five’.

"Who was he?" Jonathan asked. For their part, Xander and Jonathan were both holding ice-packs to their faces while Wesley was looking considerably battered.

"Amara is a legend amongst vampires, not unlike Saint Vigeous, the Master, or Kakistos. Except far older," Giles replied.

"Cut with the vagaries Watcher man," Faith growled. "The bastard punched like a mach truck and like Xan said his shot should have dusted him."

"And my blessed brass knuckles should have at least hurt," Wesley commented. "However, the legends surrounding Amara appear true." The younger Watcher winced. "Giles, if you don’t mind."

"Of course," Giles nodded. "Amara was turned somewhere in central Europe around sixteen hundred years ago." He continued over the whistles and gasps of his gathered audience. "Rumour would have it that he was one of Atilla’s war-chieftians. The fact is, he became one of the vampire masters of Europe, known for his brutality and power until some six hundred years ago, Kaktosis, the Master, Vigeous, and Dracula got together and drove him out of Europe. After that point, Amara is reputed to have roamed the earth wrecking havoc and carnage, making no childes, only slaughtering. They called him ‘Death Of Cities’. He also reputed to have a ring that means he is no longer vulnerable to holy objects, sunlight, fire, and crosses."

"Ah hell," Faith groaned. "Old, grumpy, and invincible. Sounds almost like my mom."

"If he can’t enter without an invite," Willow raised a hand. "I’ve got an idea…"

* * *

Amara strode through the darkened graveyard, his impatience growing. All day he’d searched for the Slayer, but demons ran at just the mention of her. This wasn’t a large city, she couldn’t have hidden that well.

"Hey, I’ve been lookin’ for a party, ya known anyone who might be interested?"

Amara stared at the brunette stood on a mausoleum, framed in the half-moon. The Slayer was dressed in skin-tight leather pants tucked into cowboy boots and matching bodice under a long trenchcoat, a baldric of knives across her well-developed torso and a sword hanging on her tiny waist, her hands covered by fingerless weight-lifting gloves.

Amara smiled at the fearlessness in her brown eyes. Truly she was a victory to be savoured. Letting out a roar, he charged her.

And spun and staggered when bullets shuddered into his left and right thighs, shot from some distance, far enough he couldn’t even smell the bitch’s assistants. "Bet that stung like a bitch."

Amara spun to face the Slayer who’d somersaulted over his head while he was being shot, catching an elbow to the face. "I’ll cripple you," he snarled as he threw an overhand right the Slayer ducked under before delivering a left to his belly, followed up by a knee to the groin that he managed to block on his thigh, "and then I’ll torture to death and turn everyone you know." He grabbed the girl’s hair throwing him from her, desperate for a second’s respite. "Then they’ll join me in making you scream!"

The girl just grinned at you. "Will they?"

"Ahhh!" Amara stumbled backwards when a fireball crashed into the side of his face, a normal vampire would have been dusted by the impact, his face just burnt under the impact. Even as the wound began to heal, the Slayer came in with a thrust kick that caught him in the chest, knocking him back two paces.

The girl landed in a crouch, his foot swinging up to crash into her ample chest, the girl’s high cheeks greying with the impact even as she pulled away from his attempted right cross. He shot out a hand, catching the beauty in her mouth, blood spraying as she stumbled back a step then spun into a kick to the jaw that had him stumbling back a step. The Slayer leapt forward, cannon-balling into his chest with her knees, once again knocking him back, the brunette landed in front of him, too close to get out of the way of a forearm to the face that sent her crashing onto her back.

A grin stretching his face, he charged in with a stomp to the face that the Slayer beauty blocked on her crossed forearms before rolling away and up, catching a hook to the side of her head as she rose. The Slayer’s head snapped to the side but she took the momentum and used it to flip a backwards somersault, a grin lightening her bloodied features.

"Now!" Amara gasped as his arms were grabbed from behind, an unbelievably strong black and even more staggeringly powered brunette grabbed his arms and pulled them into the crucifix position. Muscles writhed mightily as he struggled to free himself from the duo’s grips. "Jenny!"

He gasped again when a bewitching gypsy appeared by his right hand and grabbed his hand. Amara’s eyes widened in belated realisation. "No!" Panic gripped him as the gypsy grabbed his ring finger and yanked the gem off.

"Like I said," he felt his arms being released and his ambushers leap back, but before he could react, his rival’s sword was flashing up and through his neck, "you’re just dust waitin’ to happen."

* * *

Giles stiffened as he sensed a most unwelcome presence walking up his path. Placing down his book, he immediately sent out a number of mental messages to his fellow Sunnydale defenders while looking towards his girl-friend. "Jenny, it appears I have some most unwelcome but not particularly dangerous guests. I’d like you to go invisible if you don’t mind?"

Jenny shot him a confused gaze before nodding. "Sure, Rupert."

Giles rose at the heavy knocking. "Coming!" He scowled as he strode out of his apartment’s small lounge. This was a bloody complication he didn’t need. Yanking the door open, he nodded at the bearded man dressed in a Saville Row suit and lodged between two fridge-sized, buzz-cut giants. "Quentin."

"Mr. Travers if you don’t mind," his older country-man sniffed before striding past him and into his house.

Giles would have liked to think that the older Watcher and Council head strode inside without asking because he was more than aware that another Watcher would never invite another person into the house after nightfall, especially on the Hellmouth. Would like to think, but whatever else he was, he wasn’t a bloody idiot.

He was equally unsurprised when the arsehole strode into the lounge and sat in Giles’ favourite chair, the two walking walls framing him. "Come now, Rupert," Quentin sniffed as he reluctantly followed his ‘superior’ into the lounge. "My visit can’t be a complete surprise. You’ve done more than enough stalling on your Slayer’s Cruciamentum. The girl turned 18, months ago."

Giles’ blood burnt at the mention of the brutal rite of passage. "It’s an arcane and poorly thought out practice," he began his protest even as he stalled for more time.

"It’s tradition!" Travers snapped. "How else are we to satisfy ourselves to the worth of the Slayers we Watch?"

Giles shook his head, the thought of stalling now secondary to protesting his Slayer’s prowess. "I know how good she is, the good she’s done, the evil she’s balked!"

"Ha!" Travers sniffed. "It’s as I feared when forces were brought to bear to give you the position as Slayer’s Watcher. You have become too close to her!"

"And you’re not close enough!" he angrily retorted. "If you knew her, you’d recognise just how extraordinary she is!"

"Extraordinary?" Travers snorted and shook his head. "Beguiling perhaps, but extraordinary? I’ve read the girl’s file, she’s the exact opposite, why her mother-."

"Her mother," Giles interrupted through gritted teeth, "isn’t germane to this discussion-."

"This isn’t a discussion," Travers coldly corrected.

"Faith herself is." Giles ignored the interruption. "She’s defeated any number of notable foes. William The Bloody, The Order of Taraka, The Judge, and St. Vigeous to name but a few. Not only is this test monstrous, should Faith fail it, we’d be robbing ourselves of one of the greatest Slayers in recorded history!"

"Tradition-."

"Oh to bollocks with tradition!" Giles snarled. "Talk about cutting one’s nose off to spite your face!"

Travers half rose out of his seat before sinking back in. "This is how things have always been done, and-."

"And maybe they should be changed!" Giles snapped, Ripper’s temper reddening the mist threatening to envelop him. He smiled as he sensed one of his charges enter his house. "Oh Cordelia, perhaps you could take out these gentlemen for me."

"Geez, Giles." The beautiful former school queen strode through into the lounge, walked up to the nearest of Travers’ bullet-headed thugs and back-handed the smirking man into the wall before lunging at his companion, grabbing his wrist and twisting as he went for a gun, the snap of bone breaking ringing out as her uppercut landed on his jaw, snapping his head back and putting him to the carpet. "What am I, hired muscle?"

"No mere thug ever had a mouth to match yours," Giles murmured before raising his voice. "Jenny, dear?"

"Gah!" Travers dropped back out of the chair he’d been rising out of at Jenny’s sudden re-materialisation. "How!"

"How is unimportant," Giles smirked as he enjoyed his ‘superior’s’ shock, "what is essential is you understand just what we can do." He sighed as Gunn entered the room behind him. "Charles," he reverently took the heraldic shield that constituted his family’s coat of arms off the wall and held it out in front of the African-American, bracing himself against the wall, "if you wouldn’t mind?"

The black’s eyes met his, then the former gang leader nodded and hit the shield with a sweet right cross that almost dislocated Giles’ shoulders. "Bloody hell!" Travers gasped as the shield rippled and dented as if hit by a powerfully-swung hammer.

Wincing slightly, he really should have thought that out more, Giles carefully gave the shield to Gunn who immediately went to work getting the dent out. "Alana, dear?" he turned to the black girl. "Perhaps a little water to revive these two men?"

"Oh good lord!" Travers paled still further as water dropped out of the sky to splash Travers’ hired thugs, spluttering them to consciousnesses. "How is this possible?"

"As you can see we’re more than capable of dealing with any problem caused by you or any forces you could hope to call on. Oh," Giles smiled at the paling man. "And 009-020-033, password Susan?" He chuckled at Travers’ choked gurgle. "That’s right, I just pulled the details of your Swiss bank account out of your head. If you don’t want the others in the Ruling Body to know about your slush fund you’d be best to leave Sunnydale and never return."

The colour drained from his fellow countryman’s face. "This isn’t over, Rupert!" he blustered.

"Oh," Giles’ smile remained fixed even as he wondered where Xander was, "I rather think it is." His smile evaporated. "Now get out."

* * *

Travers’ legs were wobbly as he walked to his waiting limousine, his heart hammering and head reeling at Giles’ show of force. Just how had Giles and his accomplices attainted their powers? And why hadn’t he been informed? They were useful tools in the fight against evil, the Council needed all the weapons it could get.

Of course, he mused as he climbed inside his car, Rupert Giles would have to be eliminated first.

He stopped as he belatedly registered the man, no boy sat in his back seat. "Who the hell are you?" His body-guards stepped forward, only to stop at the click of a safety being pulled back behind them. The two men slowly raised their hands even as the tinted panel separating the driver’s seat from them was pulled back, revealing an orange-haired youth sat behind the driving seat, the limo driver sat bound and gagged beside him.

"I’m Xander Harris, maybe you’ve heard of me." Travers scowled and nodded, one of the original bloody Scoobies. "When G-Man signalled us you were here, I figured you might need a demonstration."

"A demonstration?" Travers’ eyes were fixed on the big handgun the youth was pointing at him.

"You see all the power in the world isn’t enough. You have to be able to get to a person to use it. I hope we’ve shown you we can get to you any time we want. This time your limo. Next time your hotel room," Xander paused, "your home. Give me a reason and I’ll hunt you down. First your operatives, then your fellow Watchers, and finally you. There won’t be a Council left if you come back here or try and hurt Faith, Giles, or any of us. Stay out of our lives and we’ll stay out of your nightmares." The youth’s smile evaporated. "Get out of our town, and don’t bother coming back."

* * *

"Hello Mayor," the peace officer strode into the darkened office.

"Hello, please take a seat." He felt oddly confident, almost as if his possession had changed more than his physical prowess, "I’ve been doing some discreet research since the Halloween possession."

"Oh?" his guest remained cautious.

He leaned forward in his chair. "We both have crimes to atone for. You were complicit in a number through ignorance, I through," he paused, guilt tightening his chest, "cowardice."

"What do you suggest?" his guest queried. "Even if we gave ourselves up, no-one would believe us."

"I know," he nodded. "But as I said I’ve done some research since Halloween. You were Nick Fury, I was USA Agent. We’re both changed aren’t we?" After a tense second his companion nodded. "I’ve done a little research into the comics too. We have potential, real potential. To do either great harm or great good. I want to do great good for a change, how about you?"

His guest smiled. "Great good."

"Does anyone else think dressin’ in costumes is a really, really bad idea?" Faith queried as they returned to base at the end of a patrol, conversation inevitably returning to the Halloween party in two nights’ time. "I mean we could lose our powers, gain new ones, or actually permanently become them."

"Well I have done some considerable research," Giles said. Wesley coughed. "That is to say Wesley and I have. From what little we can find, it appears that the spell was cast by a chaos mage of my youthful acquaintance," Giles’ sudden scowl even frightened her a little, "called Ethan Rayne. The permanent effect of the spell were far beyond Ethan’s ability to the point some higher being of considerable power must have hijacked the enchantment. While we’re," Giles looked towards Wesley, "not entirely happy with that revelation, the odds are strongly against such a thing happening again."

"See, you sound just so sure, I’m so reassured," Faith commented.

"We could always go dressed as super-heroes again, just in case," Jonathan commented.

"Hey yeah," Faith nodded. "Not a bad idea."

"Excellent," Giles agreed. "Then should anything happen, your powers would only be increased."

Faith shot Giles a playfully accusatory look. "You just wanna get rid of us for a night."

Giles smiled back at her. "That too."

"Whoa!" Faith winked saucily at Jenny. "Someone’s gettin’ lucky!"

"And on that note," Gunn looked towards Xander, "you’re sure we can get in?"

"Not a problem," Xander replied. "A) Oz is putting up the sound system. B) we’re going with babes, babes are always welcome at parties."

"I didn’t realise I was arm candy to get you into parties," Alana pouted.

"Oh," Xander kissed Alana’s forehead, "you have so many uses."

"That’s my sister you’re talkin’ about Harris," Gunn warned.

Xander gulped. "Point taken."

* * *

Oz looked around the Alpha Delta Fraternity house.  They’d really gone all out this year, pools of what he profoundly hoped was theatrical blood were splashed on the floor, arcane symbols etched into the woodwork, and cobwebs dangling from the doorway, spiders also dangling from the ceiling.

"The sound system is not going to cut it.  Nothing but lame."

"Lucky I’m here," Oz walked into the lounge to see a man drawing a pentagram on the floor, something every party should have.

"Hey Oz!" One of the guys walked over and pumped his hand. "Thanks for the loan, man.  Our sound system sucks."

"No problemo," Oz pointed at the pentagram:  "Well, that’s an interesting little design.  What does it mean?"

The guy grinned. "Doesn’t mean anything. Just got it out of a book on the occult."

Oz nodded. "Atmospheric." He smiled as shrieks and wails started through the speakers. "And so is that -."

"Owww!" the youth carving the pentagram pulled his hand away. "I cut myself!"

Oz nodded, his sensitive nose had already picked up that fact. "Blood always adds to the scariness." He looked towards the frat house leader. "So my buds are in?"

"For this sound system, you bet."

* * *

Xander’s lips were pursed as he strode through the brightly-lit costume shop, struggling to decide on just what costume to wear for the party. Then he had it, stopping at a tuxedo, he grinned. "James Bond." Bond had all the skills Castle had with the massive bonus of his own sanity and a massive line in womanising. "Just perfect."

"Hey Xander."

The hairs prickled on the back of his neck at a long since last heard but still familiar voice behind him. Turning to face its lithe blonde owner, Xander scowled. "Heidi."

His fellow former hyena possession victim’s face paled at his cold reply. "Please, Xander, you’re the only one I could talk to-."

"No," Xander shook his head, eyes hardening. "I’m not someone you could talk to at all." The blonde flinched at his hard voice. "I don’t care what problems you have, you brought them on yourself by preying on people from day one, that hyena didn’t possess you, it just found a welcome home." Xander bared his teeth. "Well I’m a predator now, and you’d be wise to remember that."

The girl’s tanned face turned ashen grey as she backed away. His good temper now evaporated, Xander cut up a guy heading for the same costume as he’d picked, grabbed it off the rack and marched to the counter.

* * *

"Good lord," Wesley gaped as she walked into the lounge, "where’s the rest?"

"The rest of what?" Faith’s brow furrowed in confusion, both at her Watcher’s apparent embarrassment and his determined stare at the wall to her left.

"Your bloody costume," gurgled the Watcher, face reddening. "Where’s the rest of it."

"I’m goin’ as Wonder Woman," Faith spread her blue silken cape, "of course, ‘cause I am. Think Johnny will like?"

"He’s male and also straight, so I’d wager a large sum of money he will," Wesley snorted. "Oh and a comic book geek, his dreams will come true."

Faith shot her Watcher a hard glare, which probably didn’t have its usual effect thanks to her costume of blue and white starred spandex hotpants, and red and god bustier. "You’re nowhere near as funny as you think you are."

"Oh," Wesley began giggling, "I entertain myself."

Faith’s mouth opened only to be interrupted by a knock at the door. "This ain’t over!" she warned before striding out to answer the door. "Hey," she forced a smile at her boyfriend’s bulging eyes, "you dressed as Wolverine!"

"Wolverine got me you," Jonathan said as drool formed at the corners of his mouth.

"No baby," Faith murmured as she leaned in for a kiss, "you got me all on your lonesome."

* * *

"Who you going as sis?"

Alana looked up at her brother’s shout from the hallway. "Storm again, I like her powers. You?" Alana groaned as her brother walked into the lounge wearing brown suede pants and jacket, and a tell-tale afro. "On second thoughts, don’t tell me."

Gunn grinned. "He’s hotter than Bond and cooler than Bullit, he’s Shaft!"

"I said," Alana shook her head in dismay, "not to tell me. I’m so ashamed we’re related"

* * *

"I’m going as Lyta Alexander," Willow announced as she walked out of her dorm room to greet a patiently waiting Oz, "Babylon 5’s resident telepath!"

"Can you tell what I’m thinking?"

Willow blushed and giggled. "You’re always thinking that!"

"True," Oz half-smiled before pointing at the sticker on his turtleneck’s chest. "I’m god it says so there."

"God?" Willow’s eyes widened as just what it meant hit her. "If some sort of spell hits -."

"I like to think big."

* * *

The haunted house reverberated to the sound of shrieks and wails as a guy led his girl to the buffet table.  "Okay, Rach, what’s in the next one?"

You guys are sick!" Rachel giggled, the house was meticulously decorated, set out in a combination homage to the slasher flicks, Hammer horror, and mythology. Her boy-friend took her hand and guided it into the bowl before. "This is gross!"

Her boy-friend laughed. "Eyeballs, Rachel, they’re eyeballs! Muahaha!"

Rachel giggled as her boyfriend took her blindfold off and she looked down. Time seemed to slow as an eyeball stared back at her. "Aaaaaaaaaaaaaaaah!"

* * *

"Hey Lehane, looking choice, how about ditching the dwarf and getting with a real man?"

"With one, thanks!" Faith snarled as the familiarly-sleazy Warren Meers came up behind her and Jonathan as they walked up to meet the others and cupped her ass, her elbow snapping back to connect with the socially-illiterate nerd’s jaw, the force of the blow lifting the cupper from his feet and dumping him in a near-by bush. "Damn," she cast a dismissive look over her shoulder, "years pass but you’re still a fuckin’ asshole ain’t you?"

Warren glared up at her. "You’ll pay for that, you bitch!"

"Watch your mouth or I might fill it with foot," she warned. "Come on, Johnny."

Faith blinked as she reached the park they’d agreed to meet the others at. Alana she recognised as Storm from last time, Gunn had to be Shaft, Oz’s costume was wicked funny, Faith guessed Xander was either a waiter or more likely James Bond, but Cordy’s costume of top hat, tails and extremely skimpy blouse and pants underneath was a mystery though. "You goin’ to a weddin’ after this Cor?" Faith’s full lips parted in a widening smirk. "A real kinky weddin’?"

"Ah, ah, this is my costume, I’m going as Zatanna, DC’s premier witch," Cordelia tartly replied. "And where did the rest of your costume go, Ms. Whiplash?"

Faith’s mouth opened in a retort. "Hey Harris, is it true, once you’ve ridden black you never go back?"

The entire gang turned to face Kyle DuFours and Tor Hauer. "What the hell?" Faith drawled. "Are we like fuckin’ invisible, ‘cause we must be if you two dick-wads think ya can get away with get away with sayin’ crap like that."

Kyle’s grin didn’t falter. "Nice costume, Lehane. Be seein’ you guys around."

* * *

"The joint’s not jumping." Xander looked around as they entered the silent haunted house. "Where is everybody?"

"Ho! Ho! Ho!" A skeleton dropped from the ceiling, jiggling as it danced manically.

"Terrifying."  Faith smirked. "If I were Abbott and Costello this would be fairly traumatic."

"I just knew you were a Bud and Lou kinda girl," Xander grinned.

"Nah," Faith looped an arm around Jonathan’s shoulder. "Just gettin’ in touch with my other half’s inner nerd."

"What’s tha-," Oz blurred forward, slapping at a tarantula on her shoulder, knocking it off.  "A tarantula!"

"Okay," Faith stamped the spider into the carpet, "anyone else thinkin’ this place just isn’t-." Her voice trailed off as she crouched over a spot on the carpet. "Blood, as in the real stuff."

"They’re really going the extra mile for this party," commented Gunn.

"No," Oz shook his head. "It’s something else.  I hear it, too.  Something like..."

"Yeah," Jonathan exchanged a look with the rock guitarist, "something like bats!"

All of them looked up and screamed, covering their heads as bats dropped from the ceiling, slapping against the floor and then lying still. "They’re rubber," Xander picked one up.

"They weren’t a minute ago," Oz said firmly.

"Their smell’s changed," agreed Jonathan.

Faith scowled. "What the hell is goin’ on?"

* * *

Tara giggled. "I can’t believe you dressed as a Valkyire!"

"Well I can’t believe you dressed as Joan of Arc," Amy responded.

"I like strong women," Tara replied.

"Why do you think I chose this costume?" Amy laughed softly at her blush.

"Wait," Tara came to a stop outside the Alpha-Delta fraternity house, its welcome mat lying in front of a solid wall. "Where’s the door?"

"It should be here," Amy stepped back and looked up, craning her neck to look up to the upper floors. "Oh no, look at this!"

Tara hurried over to her friend to see a screaming girl banging against one of the upper story windows. "Help me!  Help me!" Even as they watched the stones surrounding the windows expanded around to cover them.

Tara looked towards Amy. "We need Giles."

* * *

Xander looked around.  "Where are the stairs?"

"I’ve got a better question," Alana replied. "Where is the door?"

Gunn looked around. "This is the way we came in, right?  We just went in a circle?"

"Hey, I have a neat idea: lets get out of here!" Willow cried.

"And y’all wanted to do somethin’ special for Halloween this year," Faith drawled. "I said no, but since when does anyone listen to me, I’m just the Slayer?"

Willow shook her head. "I’m serious, we don’t know what we’re dealing with."

"As soon as we start dealing with it we’ll find out what it is we’re dealing with," Faith edged towards a closet door.  "Do you hear something?" Faith yanked the door open to find a kid their age sat in the closet’s bottom rocking back and forth.

"I’m sorry.  I didn’t know.  I’m sorry."

Oz crouched down in front of said nut job. "This is Chaz." Oz raised his voice. "Chaz, what’s happening?"

Chaz looked up, eyes panicked. "It’s alive.  It’s alive."

"Oh shit!" Faith grabbed Chaz as the skeleton came to life, the suddenly real knife in its hand slicing down.

* * *

"So I had said to Maclom, ‘listen McLaren you ponce-." Giles cursed at the sound of impatient knocking on the door. "Bloody hell!"

Jenny chuckled. "Relax Rupert, it’ll just be a couple of kids wanting to trick and treat, that’s who this vacation was invented for after all," Jenny leaned back, an impish smile on her face, "I’ll be here when you get back."

"Oh very well," Giles leapt up and hurried to the door, grabbing the bowl of sweets on the hallway table and swung the door open. "Happy Hall..."

Tara and Amy strode past him, although not before each grabbing a handful of candy. "The gang are in trouble," Tara announced. "Hi Jenny!"

"Hello-."

Amy spun to face him. "We’ve got to do something, right now!"

"I think we need a little more information." Jenny prompted.

Tara let out a babble. "Uhm, ah, we were supposed to meet at this house, and I got there and there was no door where a door should be.  And then I see this girl standing in a window, and then poof!  She’s gone.’

Giles exchanged bemused glances with Jenny.  "She vanished from the window?"

"Keep up, Giles!" Amy shook her head.  "No, the window vanished from the house."

Giles sunk down onto the sofa.  "Hmm.  Matter and reality distortion. Like a summoning spell’s temporal flux. I need to get some supplies together."

* * *

A girl screamed from somewhere, the skeleton crashing to the ground before them, its bones returning to plastic and its knife’s metal doing the same. Chaz crawled back into the closet and closed the door. "Cowering in a closet is starting to look real smart," commented Oz.

"Yeah," Faith inhaled sharply, "only what freakin’ closet?" Faith pointed at the suddenly blank wall. "We need help.  We need the only person that can make sense of what’s happening."

"What we need to do is-," Faith trailed off when she realised every one had gone. "Where did everyone go?"

"Why would anyone want to hang around a worthless bitch like you?"

Faith’s stomach hollowed as she recognised the approaching man as ‘Curt’, one of Mom’s boy-friends from just before she was taken into care, a man who’d always made her skin crawl. He seemed impossibly tall and broad, almost a Paul Bunyan like figure. "Oh yeah, I can think of one reason. Give me some sugar, Faithie."

"Go to –aaaaah!" Faith hit the floor as the man caught her with a casual back-hand to the face.

"Girlie, you’ve got to remember," she sobbed as the man grabbed her hair and yanked her head back, "you’re just like your mom. There ain’t nothin’ special ‘bout you-, oooof!"

Faith’s right leg snapped back, her heel crashing into her attacker’s right thigh, knocking him back. Faith gasped as her attacker’s grip released on her hair. A half-sob escaped her lips as she stumbled to her feet and started running through the darkened hallways. She thought she’d never be powerless again.

* * *

Gunn looked around, brow furrowing as he realised his friends had suddenly disappeared. "What the hell?"

"Hey bro, where you gone?"

Gunn half-smiled as he heard his sister’s voice. At least they still had each other, he stepped in the direction of the voice, then stumbled backwards in horror. "Alana!"

"Oh baby," the vampire who stepped out of the shadow chilled in a way no vampire had ever managed before, "don’t you like my new look?"

"Alana," he croaked.

"Bro, you always looked after me," he ducked out of his sister’s sudden lunge at him, "now its my turn to look after you!"

* * *

Jonathan blinked as he looked around, finding himself not in the frat-house but back in school. Bemused, he started down the deserted corridor, trying to zero in on the sound he could almost discern.

Then he finally heard it, coming through the vault, Harmony’s mocking laughter. "Have you seen Jonathan?" the ditzy blonde laughed. "Thinks now he’s with Lehane he’s somebody. How long does a dork like him think he’ll keep her? I mean she’s a slut and all, but even so!"

Jonathan crossed his arms and hugged himself, head shaking as his stomach gnawing. "Not true," he mumbled, "Faith loves me."

* * *

"What happened?" Cordelia looked left and right, bemused to find herself stood in corridor, her friends mysteriously disappeared. Cordelia licked her lips as she approached the nearest door and creaked it open

Her eyes widened as she looked inside the candlelit room dominated by a king-size four-postered bed with silken drapes hanging from its left and right side.

However she barely noticed the drapes, her eyes fixed on the bucking beauty straddling her man. "Oh yeah! Oh yeah!" Faith’s full mane snapped from side to side, sweat glistening on her naked body, every muscle rippling as she bobbed up and down on the man beneath her. "So good!"

Then both of them shuddered in simultaneous climax, the air filling with the pair’s panting. Then Faith chuckled. "Bet the ice princess never rode you like that."

Gunn chuckled back. "Oh you've got moves she ain't dreamed of, girl."

Cordelia fell against the wall, tears misting her eyes. Her best friend and her boy-friend, the two people she cared for most in the world, betraying her like this, how could they? Did they really think she was so cold or heartless this wouldn't hurt?

* * *

The rain splattered down on Xander, but he hardly noticed the icy raindrops rolling down his neck as he stared at the horrific sight before him. Rupert Giles, Faith Lehane, Cordelia Chase, there was a gravestone for every one of his friends, laid out in a neat row that failed to deaden his pain. A thousand questions flew through his head. Why wasn’t he still in the frat-house? How had this happened? When was this? Why hadn’t he been there to help them?

"Oh look," his chest tightened still further at the uncomfortably familiar voice behind him, "it’s my son. Looks like you failed your buddies too. But then you’ve always been a failure, haven’t you?"

"No," his legs buckled, sending to his knees in front of Alana’s grave, the mud squelching under him. He wasn’t, he shook his head, he wasn’t a failure, a loser.

He wasn’t his dad.

* * *

Sweat soaked Faith as she stumbled onto the landing to find her friends also falling onto it. "Thank fuck!" she gasped.

"What is happening?" a wild-eyed Xander.

"The house separated us."  Willow gapsed. "It wanted to scare us."

"Well it fuckin’ worked!" Faith tried to ignore the furious glare Cordelia was sending her way. "But we got away, right?"

"No. " Gunn shook his head. "We were brought here, but why?"

Oz shook his head and pointed at the pentagram on the floor:  "I saw them painting that.  They were copying it out of this book."

Willow took the text.  "I think it’s Gaelic."

"Can you translate?" Faith queried.

"Release me!" Boomed an invisible voice. "Release me!"

Faith looked to Willow.   "Will, give me something."

Willow nodded.  "Okay, uhm, uhm, the icon’s called the-the Mark of Gachnar.  I-I think this is a summoning spell for something called.."

"Taking a wild guess, Gachnar?" Xander commented.

Willow flushed.  "Well, yes.  Somehow the beginning of the spell must have been triggered.  Uhm, Gachnar is trying to manifest itself, to-to come into being."

Faith: tapped her foot impatiently  "Cut to the chase, Red?"

"I-it feeds on fear," Willow replied.

"So our fears are feeding it," Faith scowled. "We need to stop."

"Gee," Cordelia sniffed. "Have you got any bright ideas to stop that, Ms. Bad-Girl?"

Faith ignored whatever issues Cordy seemed to have with her, chalking them down to whatever the house had done. "Release me!" the demon’s voice boomed out.

"Ah, shut the hell up!" Faith yelled at the voice before looking at the gang. "’Kay, if our fears are feeding it, we need to starve it." Faith sighed at the others’ blank looks. "Get everyone out of here." Faith shook her head at the gang’s ‘aaahs’. Jesus, she was workin’ with a bunch of idiots.

* * *

Xander started when the walls began shaking. "Any one got a departure time?" he queried as he started towards the door only to fall back when Giles came bursting through it wielding a chainsaw. "Jeez! I thought I was the one carrying a nut in my head! What year did you come as Jason!"

Giles shot him an irritated look before looking towards Faith.  "The walls closed up behind us. " Giles glanced at the book. "Gachnar, of course.  Its presence infects the reality of the house, but it’s not managed to achieve full manifestation.  We can not allow this to come into being."

"But if it does I can fight it, right?" asked Faith.

Giles walked and flipped open the book. "Faith, this is Gachnar."

Faith shuddered.  "I’m voting for breaking the spell."

"I have it, I have it. Uhm, " Giles began reading from the book "The summoning spell for Gachnar can be shut down in one of two ways.  Destroying the mark of Gachnar,"

Faith walked over to the pentagram and put her foot through the centre of the pentagram. "That was easy," she smirked.

Giles glared at her. "Is *not* one of them and will in fact immediately bring forth the fear demon itself."

Faith gulped. "Oops?"

The floor rumbled as they all stared in horror, Gachnar leapt out of the centre of the pentagram, revealing his half a foot height. Faith snorted.  "This is Gachnar?"

"Like a Dingos shows," Oz chuckled when they all looked at him. "Big overture.  Little show."

Gachnar preened himself. "I am the dark lord of nightmares!  The bringer of terror!  Tremble before me.  Fear me!"

Xander crouched down before the demon. "Who’s a little fear demon?  Come on!  Who’s a little fear demon! Chooice coo!"

Giles sighed and shook his head "Don’t taunt the fear demon."

Xander kept one eye on the demon as he looked up at the Watcher.  "Why, can he hurt me?"

Giles shook his head.   "No, it’s just tacky.  Be that as it may, Faith, when it comes to slaying..."

"I never thought I’d say this." Faith laughed. "Size doesn’t matter?"

"They’re all going to abandon you, you know."

Faith shook her head and grinned, her foot stamping down on the tiny demon. "My crew don’t work like that."

* * *

"You bitch!" Warren scowled as he looked at himself in the mirror. "Think you can get away with hitting me, Faith?" Thanks to his healing factor, the bruise on his jaw had already gone, but the humiliating memory remained. "Think you can get away with hitting Deadpool?!"

"Any idea why we’re here?"

Jonathan started slightly at Gunn’s deep voice beside him. It didn’t matter how long the gang were together, the tough demon hunter continued to slightly intimidate. Jonathan guessed it was because unlike him, Gunn wasn’t just artificially tough and competent, he’d been that way before the spell. He was the real deal. Jonathan started to shrug when the corrugated iron door to the gym where Xander lived flew up and Xander walked out. "Hey guys, where’s Oz? I asked him to be here too," Xander grinned suddenly when Oz’s multi-coloured van came around the corner and halted beside them, the rock guitarist jumping out of the door, "ah here he is."

"This is early to be up on a Saturday," Gunn commented.

"Yeah," Xander shrugged at the big black’s words, "tell me about it, but this is the only time they’d deliver."

"Deliver?" Oz raised an eyebrow.

"Yeah," Xander looked at his watch, "they should be here in a minute. But I’ve ordered some equipment for us-."

"Do we need more weapons?" Gunn snorted.

"No, not weapons," Xander replied with a grin, "I think we’ve got our fill of swords, axes, and guns. No this is other stuff."

"Other stuff?" Jonathan queried.

"Let’s see," Xander pulled a list out of his pocket, Jonathan gasping at its length, "rapelling devices, large and small flashlights, chemical light sticks, haz-mat suits, gas-masks, night-vision goggles, compasses, grappling hooks, several hundred feet of rope, binoculars, first aid kits, rucksacks." Xander took a momentary breath before continuing relentlessly on. "Tazers, all-terrain watches including compasses, altimeters, barometers, ballistic vests, survival matches, padded gloves, handcuffs, tents, sleeping bags, fire extinguishers, bolt-cutters, crowbars, door-breachers, saws, hammers, and camp stoves."

Xander looked up. "Em, that’s about it."

A stunned silence followed Xander’s words. "All that," Jonathan gasped, "in one truck?"

"Um, no three," Xander half-grinned, "that’s why I asked you guys here, no way am I unloading them on my own."

"I’d watch for him," Gunn muttered, Jonathan realised the African-American was talking to him, "in ten years’ time, you’ll find him in the Everglades, living with some crazy neo-Christian cult screaming about the end of the world."

Xander glared at the LA transplant. "For that you’re carrying DOUBLE."

"How are we paying for this?" Jonathan queried.

Xander reddened. "Eh, Willow’s hacking."

Oz smiled. "That’s my girl, keeping the world safe through criminal activity."

* * *

Faith strode out of Giles’ bookshop to find her best bud leaning against the shop window, his eyes fixed on the night sky. "Hey," Faith bumped hips with Xander as she stood beside him, her hands thrusting into her jeans’ pockets, "what ya doin’?"

Xander shrugged, his gaze not shifting. "Just thinking."

"Thinkin’?" Faith looked up at her companion. "Should I send for a doctor?" When Xander didn’t respond to her barb, she nudged his hip with hers. "What’s the stich?"

Xander’s half-smile was full of pain and sadness. "I had a friend," Faith studiously looked away when Xan wiped at his eyes, "Jesse, he died the first day Buffy came to town, a vampire turned him, I had to kill him."

Shit, having to stake your own best friend, that was majorly harsh. Faith’s stomach hollowed. "Sorry man."

Xander nodded slightly at her muttered words. "I can’t help thinking," Xander half-laughed, "heck haven’t been able to stop thinking since it happened, if I, we’d had our powers then, we might have never have lost him."

And the other Slayer might have never died, and she might never had been Called. A chill twisted her insides at the thought of not having the power to stand up for herself, of still being the friendless, hurt girl she’d once been. "And if you hadn’t got your powers when you did, we might never have become friends," she countered.

"You can never have too many friends," Xander replied, "new ones don’t have to replace the old ones."

"Yeah, maybe." Faith shrugged, the subject of friends wasn’t somethin’ she was ‘xactly an expert at, having never had any ‘fore hitting Sunnydale. "Look, I don’t know much about this friendship crap, I’m just glad you’re here, and that’s about it." Xander half-smiled. "Now get your ass inside, I think Alana’s coveting it." Xander nodded. "And hey, if you ever need to talk about Jesse, you know where I am, bud."

"Thanks, Faith." Xander grinned as they walked in to find Giles pulling open a crate.

"Ah, excellent!" the Englishman beamed. "Those Watcher Diaries I requested." The middle-aged man looked up. "I hope they’re rather more digestible than the last ones, unfortunately some of the Watchers of the past had a tendency towards long-windedness."

"Long winded Watchers?" Gunn shook his head. "Just not feasible."

"I’m staggered," Oz dead-panned.

* * *

Penn smiled as he tracked the oblivious woman, leaping from rooftop to rooftop, her scent in his nostrils. For months he’d been hearing stories about mysterious hunters other than the Slayer on the Hellmouth and as a result he’d resisted coming, but in the end. the hellmouth’s allure was too much.

Seeing the woman enter an alley between two shops, he dropped off the roof to land in a crouch in front of her, fangs and yellow eyes showing. "Oh no!" the woman shrilled before spinning on her heel and starting out of the alley.

A single leap took him over the woman. "Going somewhere?" he hissed, delighting in her terror.

"Maybe she’s off to get a vacuum to Hoover you up, dust?"

Penn spun to face the interlopers, a trio of youths. He punched at the biggest of the group. "Aaaah!" He staggered backwards, shocked when his hand bounced off the youth’s impossibly hard head without making a mark but tearing the skin off his knuckles. And then the second biggest youth leapt feet-first into the alley’s left wall, bouncing off it with simian agility to crash into him and knock him into the wall.

Stunned, he barely had chance to register the fire flying towards him and then he was bursting into flames, pain engulfing him.

"Like I said," the third youth’s voice was the last thing he heard before his death, "dust."

* * *

Giles couldn’t help but smile as he played his guitar, the ending of the song met by claps and cheers as the singer sat down. The group nights had become a weekly event, him playing his guitar and whoever felt like it joining him on the raised step and singing. It was an unusual way for a Watcher to relax with his Slayer and her companions, but it helped.

Beneath her leather armour and sexual aggressiveness there was a hurting child who’d been robbed of her childhood, first by horrifyingly abusive parents, and then by the fates that had chosen her as their warrior. And by god, she had such potential, such spirit, and loyalty to those who gave her even the slightest affection or attention.

It was his duty as her Watcher to feed that potential. It was his duty as a caring adult to nurture that spirit, and fill her life with as much happiness as possible.

And so these get-togethers had begun, fuelled by a hope that music could somehow bind the group closer together, give them something other than demons and vampires in common. He’d found to his surprise that a number of his companions had quite reasonable voices. Xander’s was more than capable of holding a tune, while Faith’s had a smokiness that was reminiscent of a jazz singer with all the incumbent pain that entailed, while Jenny’s was quite sweet. However he was of the firm opinion whoever told Miss Chase she could sing should be stuffed into a canon and shot out of it.

Giles smiled as Tara rose, a nervous yet expectant look on the shy witch’s face. The normally quiet honey-blonde had the prize voice though, a voice that was stunning both in its power and its clarity.

"Oh bollocks," Giles cursed, nostrils flaring as he sensed something very evil approaching. It appeared they would be denied the New Mexican’s singing tonight. Putting aside his guitar he rose and looked around. "It appears we have most unwelcome visitors, and rather a lot of them." It took him a second to formulate a plan. "Faith, you Charles and Miss. Chase come with me, we’ll perform a reconnaissance to find just who our soon to be unfortunate foes are. Xander," his gaze turned to the youth who was in all but name his second-in-command, "take the others and get armed. We’ll meet you at the armoury."

* * *

The Marshal beamed as he and his convoy of twenty trucks rolled into Sunnydale, coming to a halt in the deserted warehouse his agents had secured for him the previous week. "Tonight, an ambitious operation begins," he smiled. "By morning, I want the half-demons – the Brachens, the vampires, all wiped from existence. By nightfall tomorrow, our main force will join us, then we will butcher the human plague!"

"Sir," his second-in-command licked his lips. "What about The Paladins?"

The Marshal grimaced at the mention of the mysterious warriors believed to be aiding the Slayer in her battles. "That’s why you two hundred and fifty, my elite, are in this vanguard with me," he replied, looking around the men massed around him. "Together we will put the Slayer bitch and her helpers in the ground!"

His second nodded. "Split into your troops!" he roared. "Commanders, ready your men, you have your targets, eliminate them!"

* * *

"Jeez, G," Faith complained as they loped through Sunnydale’s streets, the three physically-enhanced teens following behind him, "can’t ya go any faster? Like any gear other than first?"

"Given the choice, I’d rather not be holding you up," Giles sniffed at the teen beauty’s comment. "However you need me to lead you to just where I sense the demons are."

The Slayer snickered. "So you’re like Lassie?"

Giles shot the young warrior a glare stuck half-way between amusement and anger. "Ha, bloody ha."

Suddenly the Slayer’s face changed, her hand shooting out to grab him by his shoulder and yank him back. "Ssssh," she brusquely warned, dark eyes warning, "cover now."

Their fellow companions obeyed immediately, melting in the shadows cast by the jewellery store they’d been passing by. "Oh what a delightful necklace-."

"Shut it, Queen C!" Faith hissed.

"Well-."

The former cheerleader’s jaw clamped shut as the sound of marching boots became audible to non-Slayer ears. Giles felt sweat bead on his forehead and his breath caught in his throat as he recognised the demons’ uniforms, chillingly reminiscent of 1940s’ Nazis. Once the twenty demons had marched past, Faith stepped out

"Well Ms. Leathers, there’s no need to be -."

"Shut up!" Giles sent out a mind-blast together with his message to both girls, hard enough to hurt not hard enough to knock out. "Now is not the time for your bickering," he warned in a growl.

"She started it," Faith pouted.

"I did not!" Cordelia placed her hands on her hips as she glared down at the smaller girl.

Giles slapped his forehead as he felt the throbbing start of a humdinger of a headache. "Oh good lord."

"Did you recognise them Giles?"

"Yes Charles," Giles looked up and nodded at the black man, "I’m afraid I did, or at least their uniforms, they’re the demonic equivalent of the Nazis, a para-military organisation bent on the extermination of every non-pure demon race on earth, as well as that of humanity itself."

"Nice people," after a final glare at Cordelia, Faith looked towards him. "What’s the plan, oh Watcher Guy?"

"Um," Giles pursed his lips for a second before deciding, "we re-trace their steps and find out just how many of the Scourge are here." Giles stared at Faith and Cordelia in turn. "You can manage to stay quiet for that long can’t you?"

"Smart-," Faith gulped at his glare. "Yes sir, Watcher-Boss!"

"Oh god help us all."

* * *

Faith’s skin crawled as she led her companions into the darkened warehouse, the trucks numbering around twenty. There would have to be one hell of a lot of demons-.

Suddenly the warehouse’s lights went on. " So this is what triggered our alarms?" laughed an ugly mother-fucker with a face like a battered ball. "This must be the Slayer and some of her Paladins." The demon looked around. "Grab them!"

"Shit," Faith looked around as the remaining Scourge surrounded her and her companions. Most had gone off on various missions, but there were enough left in the base to outnumber them by about twelve to one. "Next time ya feel the urge to plan, G, leave it to Xan for fuck’s sake!"

"I’ll bear that in mind Faith."

* * *

Xander was busy passing out MP5s, his battle-ax already strapped to his back and a pair of sawn-off Mossbergs in shoulder holsters as well as his Desert Eagle strapped to the left side of his waist in a quick holster while K-BAR knifes were sheathed to his right and left ankles.

In short, he was a walking arsenal, living an American teenaged boy’s dream.

Funny how that dream was rather less ‘special’ than he’d hoped a few years ago. Xander looked around, his friends were quickly stripping the armoury bare, each choosing their favourite of the medieval and modern weaponry. If this threat was as big as Giles suspected, he’d have to re-stock in the morning.

Of course that was taking the optimistic view that there would be a morning for them.

Xander groaned as something hit his head. "G-Man," he shook his head clear, "why me?" Realising everyone was looking at him, he grimaced. "Gang, we’ve got a problem, the enemy, a group of demons called the Scourge-."

"Oh good lord!"

Xander nodded, clearly Wesley knew who they were, that was good, they weren’t going to be going in blind. "Seems to be around two hundred and fifty strong and have grabbed Giles and the others." He ignored Jenny’s muffled gasp. "Wes, why don’t you tell us about them as we finish getting ready?"

"Very well," Xander listened as the Watcher talked, half-concentrating on the Englishman’s speech and half-concentrating just how to react to the quartet’s capture.

"Okay," Xander decided as Wesley finished. "They die if you stick enough holes in them?"

Wesley nodded. "They’re not particularly strong demons, perhaps as powerful as a three or four decades old vampire," the Watcher replied, "just more well-organised than most."

"Okay then," Xander nodded, grimacing inwardly as he noticed everyone’s expectant faces. Relying on him for a plan, well that was a bright idea. "Giles and the others are being held in the old Cybersoft warehouse. "What we’re going to do is split into three groups. Wesley," he nodded at the Englishman, "I want you to take Amy, Oz, and Alana with you, and start hunting the enemy units throughout town, causing chaos. The rest of you apart from Jenny," he glanced towards the gypsy, "are hitting the factory from the far end, while Jenny sneaks in and unties the others."

"We’re awfully out-numbered," Wood commented. "Perhaps it would be wise to get the potentials to help us."

"No," Xander shook his head. He raised his hand at Wood’s opening mouth. "We should start the girls off on normal patrols before working them into the mix into something as dangerous as this. But you’re right, they need to be trained to combat readiness."

"They’re awfully young," objected Willow.

"They’re the same age we were when we started hunting, and they have a few advantages we didn’t," Xander pointed out before looking around. "Every one ready? Let’s move!"

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