A/N: In case anyone is offended, I’d describe hardliners or fundamentalists of ANY religion in much the same way….

Utah

"We have no need for unbelievers to aid us in our fight, we have defended this state against the godless for over a century and a half!" The speaker’s fist slammed into the table between them.

"And you’ve done a darn fine job doing it," Xander replied as he glanced at each of his five hosts in turn. Each was male, in his forties or fifties, with undertaker’s drawn faces and madman’s eyes, and dressed in the same seeming uniform of black denims under black leather trench coats. "However, the funds I am offering-."

"The Latter Day Saints have always provided ample funds for our cleansing work," interrupted the quintet’s spokesman and apparent leader, the other four Elders remaining stonily silent, a man with entirely grey hair, pockmarked features, and scar across his chin. "We might look like backwoods-."

Xander shook his head. "I wasn’t trying to imply-."

"But we have all the latest equipment, the finest guns, specially modified SUVs, and state of the art communications equipment," the man continued over him. "Any man wishing to be accepted into the Danites must have first served in the armed forces so that he has the needed training. We are neither poorly-equipped nor amateurs at what we do."

"If I thought that I wouldn’t be here," Xander forced a smile even as his head began to throb. God, he hated diplomacy.

"And even," now a note of what sounded like hysteria entered the Elder’s voice, "if we were poorly-equipped we could not taint our efforts with the aid of unbelievers."

"Taint?" Xander took a long breath as he desperately struggled to hold onto his temper. God, he wished there was someone else who could do these meets and greets. Except who? He and Faith were the most visible members of the Brotherhood, and Faith and diplomacy mixed about as much as him and vampires. "Alright then," he took another second to gather his thoughts, "then how about an alliance, you stay independent, but either of us can call on the other for aid should we need it?"

"Aid?" The elder laughed mockingly. "We Danites do not seek the assistance of anybody who works with sexual deviants and unholy witches!" Xander felt Faith’s hand on his shoulder, holding him in his seat even as the blood drained from her own face. "You are more than just an unbeliever, you are damned! Damned by those you call friends and damned by your refusal to accept the word of God into your heart!"

"If that’s the case, we’ll be leaving," Xander said through gritted teeth.

"Then leave with a warning," the Elder was on a regular roll now, there was no stopping him, "do not attempt to set up a group here. The Danites will not brook any interference in their state."

"I’ve got a warning for you," Faith groaned as Xander leaned across the desk, "don’t ever climb out of your weight-class and try to come against me. You won’t like the results."

"Well that was a big bust," Xander muttered as they exited the meeting house. Months spent negotiating a meeting, being rebuffed and thwarted every step of the way, all wasted because of the Mormons’ religious intolerance.

Faith bumped her hip into Xander’s. "And as an expert on big busts, you should know."

"You know what I got from this meeting?" Kennedy asked as they made their way back to their car.

"No, but I can’t wait to hear it," Faith snarked.

"Never date a Mormon," Kennedy replied.

"Unless you’re thinking of seeing the light and going straight, kinda unlikely," Tara snarked right back at the potential.

"It’s because of conversations just like this, people don’t want to join us," bemoaned Xander.

"’Fraid of the madness?" Faith guessed.

"Exactly." Xander nodded dolefully.

* * *

Iraq

"Be careful with it." Samantha cast a nervous glance around the dig-site. They were deep into Iraq, hardly the safest place in the world for a young, attractive and most of all American woman to be, but she’d had no choice really, no-body in her profession could resist this find of one of the last outposts of ancient Babylon, buried beneath a mountain of sand.

All their digging had led them into a catacomb of what had been mud-bricked buildings of typically Mesopotamian design. For once since she’d clandestinely sneaked into the country, it wasn’t the thought of discovery by the viciously undisciplined Republican Guard that made her skin crawl.

Instead it was a strangely untouched wooden box laid on the floor of the largest building in the village. The wooden box was about the size of a make-up or jewellery box, its blood-red surface and sides covered with golden sigils that chilled the blood.

"Oh god," she whispered as she raised her Geiger Counter, her assistants backing off in the wake of her fear. "Oh god," she gasped as she got the readings. "What about the Electro-Magnetic Reader?" She shook her head as the readings from that came back, off the charts, not in the usual way, but another sort of energy she’d never experienced before. That together with the sigil…. Swallowing slightly, she pulled out her pocket bible and dropped it on the box’s top.

"Oh god!" she gasped as the box began to steam, the book smouldering on impact. Samantha shook herself before looking towards her companions. "I want the Infrasound, Infrared, and Ultrasonic readings, and fast."

"What about carbon-dating, Doctor?" one of her assistants queried.

"I already know it’s old," she shook her head. "Now I want to know what it is. And nobody open it!"

Cuttingswood, Wyoming

"Jeez, could you bring us anywhere more off the beaten track?" Faith grumbled as their SUV pulled up.

"I hope not." Xander grinned. "’Cause otherwise my plan didn’t work." This was typical small town America. Barely thirty thousand citizens all told, one mall, one cinema and a mere two screen at that, the worse trouble was likely to be fights between the rival schools or a drunk bar fight on a Saturday night. In other words, the perfect place to come for a rest.

And it wasn’t as if they hadn’t-. Xander eyes widened as he saw a figure hurrying across the town’s main street. "I don’t believe it," Xander whispered, mouth dropping open. He’d never thought he’d see anyone from his hometown again and certainly not here.

"Huh," Faith looked wildly around but failed to see anything out of the ordinary to explain Xander’s almost pole-axed expression, "don’t believe what, stud?"

"T…that’s Michael Czajak across the road in the trench coat," Xander stuttered. "I went to school with him."

Faith slapped her forehead. "Jesus, just what I don’t need, a Sunnydale High ‘We’re Better Than You’ reunion."

"You know him?" Tara gasped.

Xander glanced towards the wicca as he climbed out of the car. "Yeah, why?"

"’Cause if Strange is a ten on the magic scale, and I’m an eight, he’s a six, maybe seven," the witch explained.

"Oh yeah?" Xander shot the trench-coated a thoughtful look. "Want to come and meet him?"

"Sure," Tara nodded eagerly.

"I’ll pass," Faith slid out of the other side of the car, Kennedy joining her. "Come on."

"Okay," Xander nodded at her. "Keep your cell on."

"We’re headin’ to the mall," she replied.

* * *

"Five by five," Faith nodded her head as she started down the street, eyes shooting left and right. Why the hell Xan had brought them to this drab-ass town was beyond her.

"How come you never talk about Sunnydale?"

Faith glanced over her shoulder at the potential even as she continued on her path. "Ain’t much to talk ‘bout kid, Hellmouth, demons, fuck all else there."

"What’s she like?" Kennedy pressed. "The other Slayer I mean?"

"What did your Watcher tell you?" Faith asked as they ducked into the brightly-lit and very noisy mall.

"That she slept with a vampire, he lost his soul, and then she stood around for four months while he killed people. Then finally killed him and then skipped town on her Watcher."

"’Bout right," Faith ignored Kennedy’s gasp. Looking at B, you wouldn’t think she was a good enough lay to make a guy lose her soul, but then she was probably missin’ somethin’ deeper. Soul-mates and shit.

"But what sort of person was she?"

Jesus, what was this, twenty questions? Faith spun around to face the Potential, standing beneath a palm tree. "B was a bitch of a fighter, real tough, physically least-ways. It was the other shit," Faith shook her head. "B was a whiner, you couldn’t tell her shit, and she was always bitchin’ ‘bout bein’ a Slayer. She had this great mom, safe house where she didn’t have to worry ‘bout anyone tryin’ stuff on, a Watcher who really loved her, and friends who’d walk through hell for her. Me, I was livin’ on skid row, boosting vamp dens for cash, and she was jealous of me!" Faith shook her head, all she’d wanted was a friend, a fellow Slayer to hang with, but B didn’t know how to share.

Kennedy stepped back, apparently shocked by the ferocity of her reply. "What was Xander like back then?"

Faith smiled softly as she remembered the geek who’d always started drooling whenever she walked into a room. "You know how a school’s got its jocks and tough guys, they’re the ones who you always expect to be front and centre whenever there’s somethin’ goin’ down. Not Harris though, he’s a joker, what the fuck would he be doin’? But he’d be there, long after the jocks and bullies had turned tail and ran. Didn’t matter the size or ugliness of the demon, if one of his friends was in trouble, he’d be there, crackin’ wise while it tried to pound his skull in."

"Doesn’t sound like he’s changed much," Kennedy commented.

"Well ‘cept he’s way better at the fightin’ stuff," Faith grinned as she saw a store sign and immediately started getting one of those evil ideas that often germinated in her head. "Come on."

* * *

"Hey Michael! Michael!"

Michael gasped as a hand grabbed his shoulder and pulled him around, his eye-linered eyes widening in recognition. "Xander!"

"Yeah," his fellow classmate grinned goofily. "It’s been over three years, can we talk?"

"No, not really," Michael began backing away. "I’ve left Sunnydale behind."

"But not magic." Michael glanced towards the curvy honey-blonde stood beside his friend, the girl still staring intently at him. "You still use it."

Michael flinched. "I don’t know what you’re talking about!" he blustered.

"Relax Michael," Michael belatedly realised Xander had eased him into a deserted alley. "Tara here’s a witch," the girl smiled shyly at him. "Me, I’m something else."

"Got that right," muttered the proclaimed witch.

"I was hoping I could offer you a job with my outfit fighting the supernatural-."

"Not interested!" he hissed. "Don’t you remember what happened in our city? Don’t you remember MOO-."

"Mothers Opposed to the Occult," Xander quickly clarified for his bemused-looking companion. "A demon put the adults of Sunnydale under a spell making them hunt down the town’s witches, tricking them into believing they’d murdered two kids."

"My own parents were going to burn me at the stake for being a warlock!" Michael snapped.

"And I thought my dad was bad," Tara muttered.

"They were under a spell," Xander replied. "You can hardly blame them for that."

"Don’t tell me what I can and can’t do!" Michael hissed. "Afterwards, they couldn’t even look at me or me at them. And I couldn’t tell my best friend how I felt," Michael shook his head, "because she’d turned herself into a rat!"

"Don’t ask," Xander shook his head at Tara’s opening mouth.

"Then there was graduation, all my friends dying, fighting those vampires," he shook his head again, "the giant snake. I still have nightmares about that. I want nothing more to do with Sunnydale, Hellmouths, and demons!"

"Look Michael, I get you’re upset," Xander tried to soothe him. "But my organisation is doing real good work at fighting the demons. And I really think you’d be a great-."

"NOT INTERESTED!"

* * *

"You know after all that," Tara commented as Michael speeded away from them, "I’m really glad I never got to Sunnydale. You people are weird."

"Oh it’d have been the death of you," Xander predicted. "I know it was nearly mine a dozen times."

"Hey, you open?"

‘Mattie’ as she was now known, looked over her shoulder to see a pair of breath-takingly beautiful brunettes entering her dojo. "It’s a little-."

"So what classes do you teach?" asked the taller of the two, a beauty dressed in black denim trousers and a sleeveless v-necked purple t-shirt, who also happened to have cocksure eyes and move like a special forces veteran.

"Um," Mattie glanced down at the leaflets on her counter, for the first time since she was twelve put off-balance by the bemusing strangers. "Aikido, Ju-jitsu, Tae Kwon Do, Muay Thai, and Wing Chun," she replied. She’d spent every spare moment in the home putting Leon’s money to good work, training to follow in his footsteps.

And then eighteen months into her chosen career, she’d been sickened by all the blood and death, and taken her money to open a martial arts studio in this backwaters town.

"You know all those?" Her interrogator raised an eyebrow. "Not bad at all. Say my bud here could do with a workout. I’d like to see how she’s doin’. Wanna spar with her for a bit."

"Hey, Faith!" the shorter of the two brunettes, a dark-haired girl dressed in black sweats and gym-vest under a knee-length trench-coat.

"I don’t fight for money," Mattie determinedly replied.

"Hey," ‘Faith’ raised her hands in supplication, the swaggering smirk on her full lips not moving an inch. "I said, sparring, not fighting." Faith looked around the small gym. "How does this place make a month?"

Mattie’s eyes hardened. "That’s none of your-."

"Here’s five k, win, lose or draw." Faith causally dropped a bundle of notes on her counter. "Come on, you look like an athlete. What’s an athlete without competition?"

Mattie picked up the notes, but it was Faith’s words rather than the money that persuaded her. "Come on through."

"Now that’s what I’m talkin’ ‘bout."

* * *

"Where do you want to head?" Xander queried as they started out of the alley.

"I guess we could book ourselves into a hotel," Tara replied with a sigh. She loved her friends, really her family, but none of them were witches or wizards, none of them really understood magic and how it felt to use it. To lose even a brief opportunity to talk magic with a new person was disinheriting.

Xander put a comforting arm around her shoulder and winked. "Hey, his loss."

"I hope you two aren’t planning staying here long."

Tara felt Xander stiffen as they exited the alley and turned to face the voice. Its owner was a short but powerfully-built man with quiffed and long-sideburned black hair streaked with grey, and the bluest eyes Tara had ever seen. Oh and lest she forget, dressed in the uniform of the town’s chief of police. "Oh," Xander’s voice was pure chilled ice, "and why that?"

The chief chuckled, one of the few they’d met on their travels who was actually amused by Xander’s tone. "Because I don’t like out-of-towners bundling my town’s citizens into alleys."

"Ah," the temperature of Xander’s voice rose just a couple of degrees. "It wasn’t anything like that, chief. Me and Michael just went to school together on the west coast, I was just surprised to see him, that’s all."

"Yeah?" the chief looked unconvinced. "Well consider this your first and only warning." The man stepped away from the wall he’d been leaning against. "Cause any trouble in my town, and I’ll bounce your assess outta it."

"Wherever I go, I leave bad impressions behind me," Xander shook his head as the peace officer walked away.

"Everyone’s got to have a talent," Tara remarked.

* * *

Kennedy looked around the main gym, a spacious dojo with practice mats on its floor, and speed and heavy bags, and practice dummies, a selection of well-used body shields, kicking shields, mouth and head guards, and punching mitts was neatly stacked against the far wall, together with an array of oriental weaponry.

"I said, spar not play-fight," Faith interrupted. "Another K if you just do it in your normal clothes."

Mattie shot Faith a dark look, almost as if she was regretting agreeing to this, but Faith had a talent for talking people into things they didn’t want to do. "Okay."

"Why are you doing this?" Kennedy demanded in a whisper as she walked over to the wall Faith was leaning against and passed her leather trench coat.

"Partly ‘cause you ask too many questions, but mostly because whenever we’re in a brawl I can’t check out your technique. And if I never see my Padwan in a fight, how am I supposed to judge you?" Faith shook her head in sudden disgust. "Padwan, did I just say that? God, Xander you are such a bad influence."

"I hear that," Kennedy grumbled as she moved towards the middle of the floor.

Not that under normal conditions she wouldn’t mind wrestling with ‘Mattie’ for a little while. The girl was hot, about Faith’s age, sleekly-muscled with liquid chocolate eyes curved lips, and fine features.

"Rules are shouting ‘uncle’, being down for a ten count end the fight, or reaching the five minute limit end the fight," Faith intoned. "No weapons, and that’s it."

Mattie lunged in, leading with a roundhouse kick to the head. Kennedy ducked under the kick as she reached for her rival’s grounded leg, grabbed it around the ankle and pulled. The martial arts instructor gasped at her unorthodox move, but managed to roll up into a crouch before Kennedy managed to press her advantage.

Kennedy jabbed at her opponent, Mattie blocking her jabs on her forearms before hooking at her torso. Kennedy grunted as she took the blow on her ribs but came in as fast as possible, snapping a knee at her rival’s torso only for Mattie to slap it away. "Owww!" The martial arts instructor gasped as she caught her with a butt to the forehead.

"Playin’ for keeps, you go Ken," Faith drawled.

Mattie blocked her follow-up left hook to the torso on her right arm while stepping into a knee that drove the air from Kennedy’s lungs. The gym owner came in hard and fast, peppering Kennedy with rights and lefts to the torso and face. Finally she managed to block one on her forearm before coming in fast with a finger jab to her rival’s throat. Mattie gasped but ignored her attack to slam a heel into her inside right knee. Kennedy grunted as she stumbled forwards, her opponent looping an arm around her neck in a front face-lock. Kennedy jammed a left into her rival’s torso and pulled her head loose before the hold was properly on, following up with an uppercut to the jaw.

Kennedy charged after her retreating opponent only to find herself flying in the air when Mattie sidestepped her rush at the last possible second, grabbed her by flowing mane and flung her onto her back. Kennedy grunted as she hit the ground, barely able to manage to roll on her side and away from an attempted stomp, kicking out with her own foot, her heel crashing into her rival’s grounded ankle.

The martial artist stumbled but somehow managed to stay upright, still it gave Kennedy enough time to make her own feet, duck a left jab, parry a palm strike to the chest on her arm, and grab her rival’s out-stretched arm with her other hand, twist at the waist and fling her over her back and to the ground. The martial artist started to immediately roll up, but Kennedy was on her before she got past her knees, her arms locking around the gym owner’s throat in a practiced triangle choke.

The martial arts instructor reacted instantly, attempting to lean forward to throw her off, but Kennedy was used to sparring with people far stronger than either her or Mattie, and held on easily until the martial artist tapped the floor.

"Way to go kid," Faith praised before looking at the dojo owner, "you’ve got some pretty sweet moves yourself. Wanna show two strangers around the mall?"

Mattie rose, hand rubbing at her throat. "How did she learn those moves?"

"She had a good teacher," Faith paused, "the best actually, me." Kennedy snorted. "So you comin’?"

After a second Mattie nodded. "Sure. Why not?"

Chief Gates watched as the two strode off, a greying eyebrow arched as he ran over the meeting in his head. There was something off about that boy, he just smelt of trouble. Taking a mental note of the boy’s car registration, he started after him, keeping a discreet way back.

* * *

"I can’t believe they made us sisters!"

Sydney Bristow half-smiled at her companion’s muttering. "The cover made perfect. What I can’t believe is they made you the younger sister." Tuning out the younger woman’s spluttering protests, she looked around the blandly furnished hotel lobby they were waiting for their contacts in, taking a note of all four entrances, potential cover, and people in it, in one single sweep.

"I still think I should have more protection."

"The Agency thought it’d be better to be discreet." Her eyes returned to the man just coming through the revolving door. He was tall, an inch or so over six feet tall and well-built, actually built like the side of a house, yet graceful for it, a natural athleticism that couldn’t be taught or learned. But what caught her attention was his eyes, the boy looked around twenty, but they reminded her of men like Dixon, men who’d spent a lifetime fighting the dirtiest of battles.

She only breathed again when the man and his companion booked in at the reception desk and strolled off to the elevator. "What was that?"

Sydney glanced at Samantha Gaines. Four days ago the CIA had gotten a priority call from the White House, issuing a priority call for one of their top agents to escort a ‘Dr. Samantha Gaines’ to a meeting in Cuttingswood, Wyoming. What the meeting was about, was strictly need to know, and apparently she didn’t need to know, but Sydney couldn’t help but notice the beautiful archaeologist never let her brown attaché case out of her sight or indeed her hands. "I just thought I recognised someone," she evaded. "Nothing to worry about." She lifted up her iced tea and sipped it.

And then he walked in. Who he was, she didn’t know but she’d been given a photograph of him and his companion to identify them with. He was a white man of medium-height in his fifties with a receding hairline and worn, furrowed face. But it was his eyes that truly identified him, the photo not doing justice to the true depths of horrors he’d seen. His companion was rather unremarkable by contrast, a tall, chrome-domed black in his mid to late thirties with a lean build and military bearing.

The older of the two men nodded towards them and started over to their table towards the back of the lobby, shooting looks to his left and right that probably went unnoticed by ninety percent of the people milling about the hotel lobby, but screamed trained but not to her level. "Hello," the man nodded uncertainly as he came to a halt by their table. "May I-."

"Just sit down," Sydney interrupted with a rigid smile. God, make it obvious why don’t you?

"Thank you," the man sunk into one of the chairs. "Oh and by the way, Spain has a lot of sun this month."

"But a chill sweeps over Portugal," she finished the code phrase.

"I understand you have a package for us," rumbled the black man.

"It musn’t be opened under any circumstances," Samantha broke in. "It’s very dangerous."

"We have many such artefacts in our holding area," the older of the two men soothed, "and decades of experience guarding them."

* * *

"So what’s a hip and happening gal like yourself doing in this backwater?"

Mattie glanced across the food court table at Faith, the mall’s busy babble going on all around them. The curvy beauty’s tray was laden down with a cheeseburger, a hamburger, a beef burger, fries, and chicken nuggets, by contrast hers and Kennedy had both elected for the far healthier baked chicken and salad option. How she wasn’t a 200lb blob was beyond her. "I like the quiet life," she evaded. She enjoyed the two girls’ company, her need for secrecy meaning she couldn’t let people in, but even with two passer-bys the need for concealment remained.

"Someone’s gotta," Faith winked at her. "You’re pretty good at the martial arts."

"Thanks," Mattie looked towards Kennedy. "So are you. Where did you learn?"

"Tough school." Suddenly Faith turned her head to an almost drooling, acne-faced teen walking past their table. "’Case you’re wondering ‘bout the bruises, they’re my bitches, and sometimes they need a few slaps to keep ‘em in line. Man," the curvy brunette chuckled as the staring youth walked into a pillar and landed on his back, his tray crashing down on top of him, food spilling everywhere, "I just loving fucking with guys."

"Well yeah," Kennedy snarked, "that’s your reputation."

* * *

"What’s up?" Tara asked as their elevator came to a silent stop, doors opening.

"I’m not sure," Xander shook his head as he exited the brightly lit elevator, brow furrowed in thought, "I’m sure I missed something downstairs." Suddenly her friend clicked his fingers. "Of course, the women sat in the lobby!"

"You’re such a horn-dog," Tara rolled her eyes.

"What?" Xander flushed as he realised what she teasingly meant. "Not that, although wow, you saw them, nice?" Tara reluctantly nodded, hey her friend was right. "No, the taller of the two, she gave off a vibe." Tara raised a querying eyebrow. "She’s some sort of soldier or something and on operation too."

"Tracking us?" Tara queried.

"I don’t know," Xander pursed his lips, "may-." Xander’s eyes snapped to her, alarm flooding his eyes. "Did you hear that?"

Tara nodded. "Yeah, sounded like-."

"Gunfire," her friend finished for her. "Let’s find the stairwell and get down there."

"Why are we always running into the trouble rather than away from it?" Tara grumbled as she ran after her friend.

Truman Gates glared impotently at the hotel as the duo strode inside it. He didn’t want to be the sort of policeman who ran people out of town simply because he didn’t like the look of them. He’d been a victim of intolerance in the past, he didn’t like it, and he didn’t intend on practicing it.

Maybe he could get Michael’s side of the story. Maybe the kid could give him something he could use. He nodded as he turned and crossed the street, yeah that might work.

He’d barely gotten a block when he heard it. "Ah hell," he grunted as he spun on his heel and started back. "I knew it!"

* * *

Samantha’s curved lips opened in a question that Sydney guessed would probably come under ‘need to know’, and then the phone on the reception desk exploded in a crescendo of light and sound. Ears throbbing and eyes watering, Syd did what came instinctively to her and lunged across at her ‘principal’, bundling the surprised archaeologist to the ground.

Sydney grunted as she hit the ground, the scientist under her cushioning the fall slightly as she furiously blinked her eyes clear and reached into her purse for her SIG P230.

Suddenly she heard gunfire and screams. "Damn it," she cursed as her eyes cleared to reveal the carnage of armed men coming through the revolving doors, behind the reception desk, out of the staff outside entrance to the far left, and out of the stairwell beside the elevator. The gunmen’s fire caught the other guests and hotel staff in a deadly crossfire that left their corpses smoking on the ground. "Hey Denzel!" she snapped at the black man as he reached inside his fatigues jacket to pull out a MP-5, "your eyes?"

"I can see!" the black snapped. "And it’s Dunn not Denzel!"

"Good to know." She glanced at the archaeologist. "Stay here." She looked towards Dunn. "I’ll go left, you take the ones behind the counter and by the door."

"Cool."

* * *

James Dunn had been in some situations in his life, most of all when he’d been framed for the murder of the First Lady, but this was definitely the one that was going to get him killed and to think he’d thought it was a milk-run.

Idiot.

Even as he cursed his own stupidity, he turned a table over and hid behind it, alternating between shooting bursts at the men positioned by the door and at the men hiding behind the reception desk, the smoke from the gunfire filling the air. "Damn it!" Dunn cursed as splinters flew up from the table, one tearing a gash under his left eye.

However painful the ricochet gave him an idea. Raising his gun, he shot off two bursts at the welcome sign over-hanging the reception area, each burst taking out one of the chains holding the sign up. He grinned sourly as the heavy sign dropped onto the quartet of gunmen, felling two of them. His eyes narrowed as the remaining duo took this as their cue to dive over the desk and towards them, he shot one but was forced to duck as the four men at the revolving doors started firing again, peppering the area around him with hot lead.

And then things got really weird.

* * *

Xander’s eyes widened as he saw the quartet of gunmen stood by the stairwell door. "And it ain’t even the wild west any more." He cursed as one of the men began to turn at his approach before taking a leaping dive over the iron railing.

His knees crashed into the man’s chest, knocking him to the floor, Xander on top of him. Give him credit though, his adversary was tough, and even when his head undoubtedly ringing from its collision on the unyielding ground, the man still tried to raise his gun, until Xander snatched it away from him, and jammed its butt into his jaw. Seeing one of the other men swinging to face him, Xander started to raise his gun.

And then a concussive wave hit the three remaining gunmen, lifting them from their feet and flinging them through the stairwell and out into the reception area.

"Witches," Xander winked at Tara as she hurried down the steps, "always handy to have one to hand."

"I like to think so," Tara grinned at him.

* * *

Samantha gasped as one of the men charged for her attaché case. Gathering her courage, she leapt at him, only to be felled by a backhanded gun-barrel to the face. Out of the corner of her eye she saw the older man start to rise, only to get a boot to the head, then slump to the floor.

Then the gunman was scooping her attaché case and its deadly contents. "No!" she lunged at the man again only to catch an elbow to the nose that knocked her right back down. Samantha’s eyes watered as she gasped for air and the man fled, leaping back over the reception desk.

* * *

Sydney scowled. Gunmen to her right, gunmen to her left, and gunmen straight ahead with a wall behind her, out-numbered and out-gunned, it didn’t seem like her and her companions had anywhere to go.

And then the stairwell door exploded open and a trio of gunmen cannoned out and directly into their companions’ line of fire, the friendly fire tearing them apart, blood and bone re-decorating the walls. And then the man\boy she’d noticed from before dived out, hitting the floor in a roll as he fired round after round at the four men at the far end of the lobby, dropping two and forcing the other two out.

Sydney stared in disbelief at the man as she warily climbed out from the couch she’d hidden behind. "Not that I’m not grateful but who are you?"

The man grinned cockily at her. "’Fraid that’s a little over your pay level, darling."

"Darling-."

"We’ve no time for this!" Sydney turned at Samantha’s panicked shrill, the archaeologist’s eyes bulging from the fire fight. "They got it."

"Whatever it is," the stranger said, "we’ll get it back."

"You don’t understand," Dr. Gaines shook her head, eyes growing increasing wild. "In the wrong hands it could end the world!"

"What?" the stranger’s companion strode out into the wrecked lobby. "Again?"

Chief Gates had just made it into the hotel’s parking lot, when the gunmen burst out of it. "Oh hell!" Truman cursed as he dived for the cover of the nearest car, a gleaming SUV. His heart thundered as he realised just out gunned he was. Reaching into his pocket, he pulled out his radio and put out a panicked call for help even as he drew his revolver with his other hand.

His gun’s boom rang out as he put down the nearest man, red blossoming on the gunman’s chest. He swore under his breath as the men started to turn towards him, now conscious of the possible threat he posed. His second shot went wide, hitting the attaché case held by his target rather than his target himself, although his third put paid to the man by taking the front of his head off. One of the men cursed before snatching up the damaged attaché case and starting a retreat, the others covering his escape.

Truman ducked behind the car as the men opened fire, the SUV shuddering under the sustained attack while Gates took the few seconds given to him to reload his gun then rolled under the car and out of the other side, planning to take his attackers by surprise.

Instead the surprise was on him, a billowing grey mist had enveloped the men, their gunfire dwindling away to be replaced by their panicked bellows, nightmarish silhouettes visible in the shadows. "AIIIIIIIIIIIIIIE! KAAAAAAAAAAAAAAAA!" Truman shuddered as a blood-chilling scream erupted from within the mist, the scream a cross between a crow’s cry and a hyena’s bark.

Now fully panicked for perhaps the first time in his life, Truman pulled himself up on his car and stumbled towards the hotel.

* * *

"Oh yeah," Faith winked at Kennedy as the potential strode out of the changing room wearing a translucent baby doll. "Tar’s gettin’ lucky-." Her brow furrowed as something prickled up her spine. "Ah shit." Her Slayer sense was tingling as her dork of a boy-friend would put it. Crouching down, she pulled her mobile out of her discarded leather jacket and tried to dial Xan only to fail to get a signal. "Ken, try your phone?"

The potential shot her a puzzled look before walking across to her clothes and trying her phone. The potential shook her head. "Nothing, what’s up?"

"That’s what I aim to find out," Faith replied.

"Um," Mattie interrupted her as she strode towards the entrance, "hadn’t you better get dressed first?"

"Ah crap." Faith grinned as she realised she wasn’t wearing anythin’ except a black fishnet bra and thong, "good point. Don’t wanna add to our troubles by causin’ a freakin’ riot." Faith looked towards Ken as she grabbed her pants. "Ken, put everything on the card. Mattie," Faith looked towards the mysterious martial artist, "there’s a gun-shop or a sports goods shop here right?"

"What’s this-."

"Just trust her!" Kennedy snapped. "If there’s time we’ll explain later!"

Mattie shot a look between her and Ken before answering. "Third floor."

"Right," Faith grabbed her blouse and pulled it on. "Ken, keep tryin’ Xan and Tar, I’ll take point, you take rear. We’ll have to take the steps-." Faith groaned as the lighting went out. "Change of plan," Faith looked towards the woman stood behind the counter. "Do you know where the emergency generator is?"

"B…basement," the suddenly ashen-faced woman replied.

"Heh, I’m just glad this isn’t a slasher film, I’m way too pretty to come out of the basement scene alive," Kennedy snarked.

"Keep tellin’ yourself that, kid," Faith retorted. "You comin’ with?"

"What’s happening?"

"Don’t know, that’s what I’m planning to find out." Faith replied.

"Okay," Mattie nodded, "I’ll come."

"We could split up," Kennedy suggested. "One of us turn the lights on and one of us get some weapons."

"I thought you said you were a fan of slasher films?" Faith winked at her fellow brunette. "Never split up."

Kennedy shook her head before following her out of the shopping mall. All around the place was in chaos, people shoving and pushing, screaming, yelling. Faith growled as she saw a man in his mid-thirties swing out his arms and knock over a ten year old he hadn’t seen to the ground. "Hey!" Faith launched herself across the corridor, grabbed the heavy-set man by his collar and spun him around to face the kid. "Help ‘em up and say sorry while you’re doin’ it!"

"Faith!" Kennedy let out a cry. "No power’s officially the least of our problems!"

Faith looked in the direction the potential was looking. "Ah fuck!"

* * *

Samantha started towards the entrance only to be pulled back by the powerfully built stranger. "As someone who saved your collective assess," the young man looked around the wrecked lobby, bullet holes scarring the walls and furnishings, the dead and injured littering the floor, and blood soaking the carpet, "and self-appointed representative of those hurt in the crossfire I want some answers."

"I’m sorry," Sydney stepped towards her principal, intent on getting between her and the stranger, "that’s above your pay-grade."

"Sweet-heart," the man’s eyes shot lasers at her, "you don’t know anyone capable of reaching my-."

"Xander!" ‘Xander’s’ companion let out an alarmed cry. "I’ve been trying to get hold of Faith and Kennedy, no power!"

"There’s more of you," Sydney groaned. "Two’s-."

An unearthly scream thankfully from outside cut through the room. "What the-." Sydney blinked when the man pulled out a shotgun faster than even her eye could follow. "Tar, keep trying those numbers. I’ll go and see -." The man’s voice trailed off when the doors swung open and the chief of police stumbled in. "And the list of people not on my Christmas card list in this room increases," Xander muttered before shaking his head.

"Those men," the Chief gasped as he steadied himself on the desk, "something from that attaché case burst out and started ripping them apart."

The man’s shotgun swung towards them. "Okay, what was in that attaché case? Oh and before anyone protests, I think I’m gonna have to insist."

"We never knew why the Babylonian civilisation was destroyed until very recently," Sydney shot Samantha a glare. The relic hunter continued on. "It seems that the box contained an inter-dimensional energy that had expelled itself destroying the Babylonian civilisation. The energy had been expelled and exhausted, and we were able to re-seal the box. But the moment the box was re-sealed, the energy started re-building."

"You get any of that Tara?" the man queried.

"These geniuses had found themselves a portable hellmouth," the witch replied.

Xander groaned. "And you were going to use it as a weapon?"

"No," the middle-aged man shook his head, "it had already been determined the object was too dangerous and unstable to be utilised, we were travelling undercover to a storage facility the American government has for such objects, storing them out of harm’s way."

"How’s that going for you?" the young man snarked.

The middle-aged man half-smiled. "About as well as these things usually do."

"I hear you," the young man chuckled.

"You’re all mad!" the sheriff gasped.

"Tara?" The young man cocked an eyebrow.

Sydney felt the colour drain from her face as several of the chairs rose off the ground, levitating in the mid-air. "Yeah, magic exists and my bud’s one of the strongest witches in the country."

"In the world," the witch corrected as she lowered the chairs.

"Yeah," Xander nodded, "sorry ‘bout that. Okay, we best head to the mall."

"Who put you in charge?" demanded the bald-headed black.

"I did," the young man evenly replied, "and the mall has supplies, is easily defendable and because Tara and I are the ones who deal with this stuff on a daily basis," Xander paused. "And because my girl-friend’s there. Anyone doesn’t want to come, that’s cool, no-one’s forcing you to make the smart decision."

"We’re coming," Sydney decided as she scooped and lifted her automatic.

She was surprised when the young man threw her a shotgun. "As a man, I can safely say bigger is always better," the kid grinned goofily before throwing shotguns to the sheriff and the black man while also re-arming himself, obviously deciding both the middle-aged man and the archaeologist weren’t field operatives, "come on."

Dunn shivered as he stepped out of the hotel, the sticky grey mist chilling him to the bone. "Why are we followin’ this crazy person?" he queried, noting how deserted the previously busy streets appeared, and how damn quiet. Shit, maybe it wasn’t just the cold that made him shiver.

"Because," Frank Black whispered from beside him, "he seems to have an inkling what’s going on here."

"Momma always said followin’ a crazy white man would get her baby killed," Dunn shook his head, "I always figured she was talkin’ ‘bout the army recruiter."

"What you’ve got to remember about demons is they’re a lot like animals, at least the low level ones are," the young man at the front of their group sounded almost at home. Yep, a complete freak. "If you’ve got enough firepower you should be able to take out most low level demons."

Dunn winced. He really hated the word ‘should’. ‘Most’ was kinda vague too.

"Oh boy," he glanced behind him at the gasp of the contact’s escort, man they were a couple of babes, "what’s that?"

"Holy mother of god," Black gasped beside him. "He was right."

* * *

Faith gulped. "Oh crap. Not good."

Half a dozen crab-like things were stampeding through the darkened mall and right towards them, demolishing anybody in their path, the dying screaming horribly as they fell, their blood gushing out to spray the shop walls and splatter the floor, the sound of their skittering feet sounding like a rasping death rattle. Each of the black shelled things were about the size of a German Sheppard, had three pairs of what appeared to be double-jointed legs, a steel cable like four foot long tail snapping left and right behind it, a pair of serrated-edged pincers held upright above its body and a mouth that invited comparisons with a shark front and centre of its body.

"What is, what is."

Faith glanced towards Mattie. Poor kid looked like she’d just about pissed her pants. Not that Faith blamed her, she remembered her introduction to the supernatural and she’d felt ‘bout the same, and all she’d seen was a vampire, not one of these horrors.

All in all she was handlin’ this well. "Ken," Faith yelled, "throw me your knife." She scooped the hunting knife out of mid-air and drew her own. "Plan’s changed, take care of Mattie, and get her up to the sports store and gun up, then get back down here. Move it!"

"But-."

"For once," Faith kept her gaze on the on-rushing things, "don’t fuckin’ argue. Just do it!" Faith charged forward, straight at the lead monster, scooping up a fallen child by his collar as she did so and flinging the kid to the hoped for safety of the nearest shop doorway.

The creature’s pincers snapped at her but at the last second she dropped on her back, allowing the momentum and blood slicked floor carry her on a slide underneath the demon. "Yes!" Faith exulted as she thrust her knives up, her hunch about the creature’s having a soft under-belly proving correct.

A foul-smelling, yellowish ichor fell on her as she slid across the ground, dragging her knives through the beast as she travelled under it. Faith kipped up the moment she exited the beast, dirty knives still in hand.

"Ahh!" She gasped as another of the monsters dived at her, she managed to duck under its slashing pincers but not the monster itself, crashing into her shoulder, its weight knocking her to the ground. Faith grunted as she hit the ground on her shoulder, allowing the momentum to carry her on a sideways roll that just managed to send her clear of the beast’s pounce.

Faith sprang up, grimacing as she noticed two more of the things coming at her in a flanking position, herding back against a wall. Great, they weren’t only mean as fuck, they could think too.

It was definitely time to up her game a notch.

Even as she thought that, Faith leapt backwards, swinging her body upside-down and up until she was parallel with the floor. Then she straightened her bent legs, slamming them into the wall behind her. Faith surged through the air, tucking herself in a ball as she flew between the two crab demons’ thrashing tails and landed in a crouch between them, her knives flashing left and right as she took their rear legs off at the knee, yellow ooze splattering everywhere.

"Sucks to be you," Faith gloated as the two creatures flopped to the ground, their angry hisses filling the air. "Oh shit!" Faith yelped as one of the remaining beasts leapt over its injured companion to crash into her, its pincer whipping out to slash across her upper arm.

Faith grunted as she hit the ground, pain shooting through her injured arm. More importantly though, the monster had her pinned down, its pincers clicking excitedly as it climbed up her body intent on either disembowelment or decapitation, neither option having been high on her list of to do when she’d got up this morning. Worse, she’d dropped one knife and the other was trapped under her body together with her uninjured arm.

Rookie mistake.

Faith pulled her top leg up and kicked. The creature grunted as her attack impacted on its body but continued in its advance. "Hell!" Faith cursed as she realised the angle her body was twisted at and the lack of room between her and the monster had combined to rob her attack of any real power.

In short, she was fucked.

Faith twisted her to the right. Seeing the knife she’d dropped there, she immediately discarded any thought of getting to it. "Too far."

Instead she shot out her injured arm, ignoring her wound and punched the monster square in its toothy mouth. "Ahh!" Her blow knocked the creature back a step, but then its right pincher grabbed her wrist in its serrated grip, lights flashing before Faith’s eyes as its toughened claws dug into her creamy white flesh. "Fuccccccccccck!"

* * *

Sydney swallowed, her already pounding heart threatening to jump into her throat and choke her as she saw the dozen or so ‘dogs’ stalking towards them. At least she supposed they were dogs of some description, although they were each as big as a horse, and covered in red spikes rather than hair, their teeth filled snouts open and ready to tear limb from limb, and their yellow eyes gleaming with a malign cunning. "They, they’re, they’re." She could vaguely hear Samantha babbling beside her.

"Tara," suddenly their guide’s voice broke through the shock, "I want you to take the three at the back. You guys take the flanks. I’ll take the five in the centre. No one start anything until I say so."

With that, the young man started towards the pack, his coat swishing in the grey mist. "Is he nuts?" whispered the black man.

"No," Sydney gulped as the witch conjured a soccer ball sized fireball in her left hand, "it’s just a really good act." The witch smiled. "At least I think it is."

Sydney forced her eyes towards the young man, managing to calm herself as she waited for the moment. Her eyes widened as the man dropped his shotgun onto the floor, the gun’s clatter breaking the deathly quiet.

And then she saw him fling a grenade to his right, under a car with two dog-monsters on it. The car exploded in a huge fireball, flipping back onto the pavement and sending the shrieking dogs flying backwards, crashing into the house behind it, their smoking carcasses sliding to the ground.

And just like that the dog-pack roared into action, leaping at the unarmed man.

Who pulled out a pair of H&K MP5s, and blew the top of the head off the first demon to charge him, its snout disappearing in a bloody snout, and the headless beast crashing to the ground at its killer’s feet, his other gun tearing into two more of the beasts even as a fireball flew past him to incinerate a trio of beasts prowling at the back.

And then the rest of them came to their senses and started firing. Sydney gasped as the shotgun jumped in her hands, tearing a bloody hole in the side of one of the monstrous beasts. She gasped again as the monster kept on coming, but regained her poise in time to blow its head off as it leapt at her. Swinging around at the waist, she pulled on her trigger, another of the beasts getting it in full in the face just as it left the ground in a leap at the sheriff’s back.

And then it was over, cordite joining the other foul smells in the air, the demonic dogs’ corpses littering the floor, several small fires burning around them, their flames for some reason not managing to raise the freezing temperature, and all of them for now still unharmed. "What now?" Samantha asked in a whisper.

"Now we get to the mall," Xander replied as he crouched down and picked up the shotgun, "I’ve got a girl-friend to rescue." Xander chuckled. "And she gets real scary if I’m late."

Kennedy glanced around as she rushed into the third level sports store, Mattie shouting directions as they ran. The store was the typical mom and pop outfit, having all the equipment for all the major American sports, everything for the hopeful parent wanting to turn their little angel into the next Michael Jordan, Babe Ruth, Tiger Woods, Wayne Gretzky, or OJ. Simpson.

Well maybe not that last example.

In addition it had camping and mountaineering gear aplenty, and plenty of the most fashionable sports clothing labels, but it was to the wire-meshed glass case on the wall behind the counter that Kennedy directed her gaze. "Great," she wrinkled her nose in disdain when she saw plenty of hunting knives and a couple of crossbows but no guns ‘cept a couple of target pistols which where about as much use as Faith at a nunnery, "where’s Xander when you need him?"

Her eyes fixed on the case, she started around the back of the counter only to find it blocked by a fit-looking fifty something with thinning brown hair and deep-set matching eyes. "Where do you think you’re going Missy?" the man politely asked. "Only staff allowed back here."

"Yeah, just call me employee of the month," Kennedy tried and failed to get past the man. "Look," she glared up at the man, "I haven’t got time to argue, I need the keys to that cabinet. I’ve got the money to pay, but I’ll have to come back-."

"I really don’t think so," the man shook his head. "I-."

Kennedy’s palm crashed into the man’s nose, blood bursting down his face as he fell on his ass and stared up at her, tears forming in his shocked eyes. "Everyone’s lives are in danger! Give me the fucking keys!" Kennedy repeated as she glared down at the felled man. "Before I get really mad!"

"T…they’re in there," the man pointed at the coldly-blue steel cash register, "the code’s 3-6-9."

"Mattie, could you get them for me?" Kennedy passed the man her hanky feeling vaguely bad for punching him out, but she had people’s lives to consider. Besides, she hated being sent away from the fight.

"Catch."

"Thanks." Kennedy scooped the keys out of mid-air. She quickly unlocked the padlock on the wire mesh and then the smaller, almost delicate lock on the glass case, pulling it open and lifting the black-painted, fibre-glass crossbow. "Nice, can you shoot one, Mattie?"

"Never learnt," the martial arts instructor replied after a second.

"Okay," Kennedy picked up a pair of K-BARs and passed them to the older woman before grabbing a pack of a dozen nine inch crossbow bolts. "You know how to use a knife, right?"

"Oh yeah."

"Great," Kennedy pulled out her wallet and dumped five hundred dollar bills on the counter. "That’s for your trouble." She glanced down at the injured man. "And if I was you, I’d grab a baseball bat and hide."

"Ooooh," Mattie passed her a bat while taking one for herself, "there’s an idea."

* * *

The pain was agonising, the beast’s pinchers scraping up and down her flesh, blood spilling out to drip onto her. Faith bit her bottom lip as she tried another futile kick to the beast’s belly, but in her compromised position she couldn’t get much momentum or power at all, and damn these things were heavy. The creature’s mouth opened, the beast seeming to almost leer at her as it edged closer, its fetid breath making her belly lurch.

And then a double-bladed axe crashed into the top of the crab, splitting its shell in two, ichor spurting out as her boyfriend twisted his axe to the right and sent the beast’s carcass slithering across the blood-slicked floor.

"Took your damn time," Faith rasped as Xander grabbed her hand and pulled her to her feet.

"You’re welcome," Xander grinned at her before casting her arm a worried look, "are you okay?"

Faith glanced at her wrist and winced. The pain was already dying now she was free of the crab’s brutal grip, but her wrist was already swelling and the flesh bruising. Faith wriggled her fingers experimentally. "Tendons bruised, but it’ll work," she reported before narrowing her eyes. "What the hell is happenin’?"

"Hell is right," Xander replied, "some idiots released a portable hellmouth in the middle of town."

"Where’s-," Tara broke off from her question to rush past her and hug a bow-wielding Kennedy.

"Who are your new friends, stud?" Faith glanced behind her honey to the men and women standing there, noting that all but one of the women had the look of fighters, which was good, ‘cause if there was one thing it looked like they’d needed it was fighters.

"The town sheriff," her boy-friend sniffed, "and the idiots who brought the hellmouth into the town."

"Hey!" cried out the older of the three men, a gnarled looking dude in his fifties.

"You wanna argue with him, go ahead," rumbled a bald-headed black who kinda reminded her of Gunn, "but he’s right, whoever signed off on this operation was an idiot."

The cop came forward. "You apparently know what you’re doing, what do we do next?"

Xander pursed his lips together, obviously deep in thought. Since her man always needed help with the difficult stuff, Faith decided to dive right in. "Where’s the biggest building in the mall?"

Xander glanced at her and nodded, understanding flickering in his eyes. "Good plan."

"What?" queried the black man before nodding. "Oh right, yeah."

The sheriff looked towards her boy-friend. "You’re figuring on getting as many people as you can together in one place?"

"The more people there are, the more hands we can have on weapons we have," Xander nodded. "And the easier we can protect those who need it."

"Best place is Dalton’s Supermarket, second floor, biggest store in the place," the sheriff supplied.

"Okay then," Xander looked around, her boy-friend instantly taking stock of their resources, "in that case I want you to head there. You’re in charge of the place, but listen to Ken and Tar, they have way more experience in this stuff. Syd, Sam, and Frank go with them." Xander paused. "Oh," he passed Tara the Eternal Archive, "you don’t do anything but research."

"Xan," Kennedy held up the crossbow, "I need more firepower."

"Oh right," Xander pulled out a pair of Berretta 93Rs and passed them off to the potential. "Here," Xander passed each of those assigned to go with Faith’s friends and the sheriff a pair of Berettas and a shotgun each. "Just in case you run into anyone else able to operate a gun."

Mattie gasped. "How does he-."

"After all you’ve seen today that surprises you?" Faith shook her head. "I’ll ‘xplain ‘other side of this." Faith glanced towards her boy-toy. "Don’t forget me honey."

"As if I could," Xander passed Faith a shotgun and her Berettas before turning to Mattie. "Miss-."

"It’s Mattie," the pale-faced martial arts instructor corrected.

Xander nodded. "Okay, Mattie. I assume as a local you know the mall, would you be okay acting as our guide?" Xander grinned when the girl nodded. "Great, can I get you any sort of weapon?"

"I’ll take a Beretta," the girl nodded.

Xander grimaced. "Darn, I haven’t-."

"Here," the tall red-head stalked over, Faith took a moment to admire her languid grace, instinctively knowing the woman could burst into explosive movement at a moment’s notice, "take my SIG P230 and these three magazines."

"Thanks," Mattie nodded.

"Just the one?" Xander queried.

"I only ever need the one," Mattie replied.

"Oh hell," Faith drawled, "lord save us, it’s Annie Oakley." Faith grinned at Mattie’s scowl. "What, just lightenin’ the mood."

"Who are you people?" the sheriff demanded as they started up the stalled escalator, Kennedy stubbornly not looking at the carnage of the food court, torn apart corpses lying amongst the tables and spilt food.

"Your best chance of getting out of here alive," Kennedy replied. "And what’s a good ol’ southern boy doin’ in the Rocky Mountains?" Kennedy shrugged defensively at the cop’s glare. "Jeez, just askin’."

Gates sighed. "I used to be a Chicago cop, after some trouble with my family, I was encouraged to leave town, and came here for a quiet retirement."

Tara laughed softly behind them. "How’s that working out for you?"

The sheriff grunted. "Not as well as I’d hoped."

* * *

"How does he manage to pull weapons out from thin air?"

Faith grinned at Mattie’s question. They were striding through the darkened mall, Xander and the big black dude watching their sixes. Okay, so Xander was probably watching their asses, but that was the theory at least. "Short answer," Faith said, "my boy-toy’s a warrior god, and I’m a Slayer, the warrior destined to fight demons and vampires." Faith’s grin widened at Mattie’s dumbstruck look. "Hey, you asked girl-friend."

"When you’ve finishing gossiping and exchanging make-up tips, is someone gonna open up that tattoo parlour door and see if there’s anyone inside?" Xander queried.

Faith shot a glare over her shoulder. "Wise ass," Faith growled before stepping towards the door. "I’ll kick it open, you peer in with the torch, five by five?" Mattie nodded. "Wicked." Faith took a breath before stepping towards the garishly-decorated door and nudging it open with her toe. "Shit."

Faith nearly up-chucked there and then as she peered in, Mattie’s torch-light illuminating the downed tattooist with claw-marks shredding his back and a great hole in the back of his head and neck. Worse was the woman in the chair, blood drenching her torso, and the front of her face eaten through right to the skull. "Jesus," Faith pulled back, relieved to see her companions looked as sick as she felt.

"Next store," a tight-lipped Xander commented.

* * *

Michael stared with horror at the trio of spiked dogs prowling towards him and his companions, the beasts’ padding approach accompanied by a low rumbling snarl. He was in the town’s amusement arcade, just looking for somewhere to hide out from Xander and forget his tumultuous meeting with his fellow Sunnydaler. As if he needed a reminder of that dump.

And then chaos had exploded. First a milky-grey mist that seemed to stick to everything had seeped into the arcade, then the screaming had begun. The arcade’s owner had stepped out of his wire-meshed booth to investigate only to fall back in a scream, a crab-like thing attached to his face, seemingly intent on eating him head-first.

He’d stood there in horror, watching with the rest of customers, unable to believe that somehow Sunnydale and worse had come to the Rocky Mountain states.

And then one of the spiked dogs had leapt into the store and panic had torn through the arcade, sending him and the others retreating into the shop’s furthest away corner, a turned-over table football table the only slight obstacle between them and the advancing hell-hounds.

Michael looked around him as a cold, unavoidable truth struck him. He’d have to use magic if he had any hope of all of getting out of this alive. He’d left that side of his life long behind, practicing in private and always in his apartment. But now, the ten or so kids cowering behind him would see. It’d be all over town by tomorrow.

If there was a tomorrow.

Michael steeled himself, the hairs prickling up his neck as he summonsed the powers. A heavy games station flew off the wall, hitting two of the hell-dogs and carrying on until it hit the far wall, squashing the second of the hell-dogs between it and the wall.

Michael’s blood chilled at the others’ shocked whispers behind him and the two remaining demon-dogs’ howls. He forced himself to concentrate on the approaching beasts, toppling over another game station on top of the one to the left. The third let out a wounded roar before charging forward, leaping into the air, its mouth opening to display its impressively deadly-looking teeth. Sweat formed on Michael’s brow as he tried to summons a fireball, realising too late he should have kept up his practices, his power was tapped out, he was too rusty for three quick spells one after another, lacking the needed concentration.

And then a roar tore through the air, blood spewing from the side of the monster as it crashed to the ground. Its squeals filled the air as it struggled to its shaky legs only to crash back to the ground when another shot tore its back to shreds, bone, flesh, and blood flying everywhere, the air filling with the stench of gunsmoke and blood.

"Hey Mike," Xander strode into the mouth of the amusement arcade, "congratulations on getting over your slump, how about we get you and the others out of here?"

* * *

"What are you people anyway?" the sheriff queried.

"Let’s just call us the go-to experts for this sorta thing and leave it at that until things quieten down," Kennedy suggested.

"You’re so young," whispered the tall red-head.

"Xan, Faith, and Ken have been doing this since they were all sixteen," Tara put in as she looked left and right, skin crawling at the carnage she saw, "I’ve been doing it since I was eighteen."

"Xander still leads on number of apocalypses stopped," Kennedy bitterly mused. "Although he did get a head-start, growing up on the Hellmouth, he had like three before any of us started."

Tara noticed that that the slinky red-head was looking at them as if they were mad. "What?" she defended. "Kennedy’s the jealous one, not me!"

"Kennedy?" the red-head looked from her to Kennedy and back again before groaning. "Oh no, things are suddenly a lot clearer?"

"Care to share?" the sheriff demanded as they checked out a thankfully-empty crèche.

"There’s an urban legend in the intelligence community," the slender beauty replied. "A group of four with near mystical powers," Kennedy snorted, Tara thought the ‘near’ was funny too, "two of their members are called Kennedy and Tara."

The other hottie shot them both suspicious looks. "Are they on our side?"

Tara grinned at Kennedy’s chuckle. "Babe, right now we’re the best friends you could hope to have." She loved her girl for having the nerve to say the things she wished she could.

"We’re here," the sheriff announced, stopping outside a shop with a corrugated steel front down. The man grunted as he crouched and tried to lift it. "It’s locked."

"Step back," Tara ordered. The man glanced at her before scurrying back. "Everyone ready their guns, just in case it’s a trap." Tara concentrated on the silver-grey screen.

"What’s she-."

"Sssssh," Kennedy impatiently interrupted the sheriff.

The screen suddenly shot up, revealing the inside of a shop, several shelves pulled across to block the entrance behind the screen. The policeman shot Tara a dazed look before stepping up to the glass door and banging on it. "Don’t make me shoot it open!"

A florid-faced man wearing glasses and a sweat-streaked shirt peered out of the darkness. "Chief…" The man’s hand shook as he unlocked and opened the door. "W…what’s happening?"

"We don’t know yet Norm," the policeman admitted as he strode in, the others hurrying in behind, "but we’ve got plenty of supplies and weapons here. All we need to is hold tight-."

"Hey!" A fat, crew-cutted man in denims and a Motley Crue t-shirt hurried from the back, grizzled jowls jumping indignantly. "You can’t leave the security panel up! We need it!"

"We’re expecting friends," Tara said. "They’re rounding up survivors and -."

"Listen girlie," the fat man shook his head. "This is our town and you can’t-."

"Our friends are out there." The man dived to the ground when Kennedy put a round into the wall behind him. "Just for that, you don’t get a gun," she calmly declared.

Tara beamed proudly. Her girl had such a great way of making a point.

* * *

Xander managed to stop himself from throwing up as he climbed through the cosmetics shop’s shattered front, the smashed bottles of perfume combining to make an almighty stench even as the broken glass clinked underfoot. "Come on-," he glanced at Mattie for guidance as to the woman’s name. The town native shrugged her shoulders, clearly she was a girl who favoured the minimalist approach to make-up, but with that skin and features who could blame her. Xander sighed as he turned back to the woman cringing at the shop’s rear, a petite bottle-blonde in her early-forties, the woman’s shoulders shaking with silent sobs and her doubtless previously immaculate make-up streaking down her face. "We’re here to-."

"Holy fucking shit!" Faith’s snarl completely undid his attempts at soothing the frightened woman. "Xan," he glanced over his shoulder to see the Slayer leading the others they’d rescued into the shop, shoving what obstacles they could find into the shop’s entrance, "we got incoming!"

"Okay," Kennedy glanced at the cop even as her girl-friend hurried to the furthest corner, sat on the fridge and started to leaf through the Eternal Archive. "How many of the people here can be trusted with our spare guns?"

The chief looked at the trapped shoppers and staff. There was just over three dozen, mostly women and kids, but including ten men. Two of them were grand-fatherly types, so Kennedy doubted they’d be much good, and one was the protester from early, and she wouldn’t trust him with a water pistol, much less the real thing. "Max, Kyle," Truman pointed at two broad-shouldered men similar enough in features to be either cousins or even brothers, "you’re National Guardsmen aren’t you?" After a second the bigger of the two brothers nodded hesitantly. "Here," Truman passed over two of the shotguns, "you two help guard the front." The chief looked towards a wiry, dark-eyed Hispanic in his early twenties. "I saw you arrive in town a couple of days ago, you’re a just discharged Jarhead aren’t you?" The man nodded. "Manuel’s your name isn’t it?" The chief pulled out another shotgun, "join them Manuel."

"You two," Kennedy pointed towards a pair of grey-uniformed chubby-looking guys, "mall security right?" After a second both men nodded. "Okay, here’s the deal." Kennedy looked around. "We don’t know how long we’re going to be here-."

"My husband!" a doughy-featured woman with her hair up in a greying bun let out a shrill scream.

"If he’s out in the mall, our friends are looking for any survivors, and if they’re alive they’ll find them," Kennedy shrugged, unwilling to allow the supermarket’s inhabitants to get any false hope, "but if they’re outside we can’t do anything now-."

"But my husband-."

"Would want you to concentrate on staying alive," Kennedy lied with as much sincerity as she could muster. She had no idea what the wife’s husband would want, but if it kept her happy. "Right, as I was saying, we need to set up everything here to last as long as we can." Kennedy looked towards two of the women. "I need you to go through our stores and find what we need. Make a list and we’ll try and get it from the mall’s other stores." Kennedy looked towards another group of women. "You I need to sort things by their best before dates and if anyone’s got any can openers and what not, hand them over to the chief." She looked towards the security guards. "You I want to guard the rations, make sure there’s no pilfering."

"Why doesn’t she have to do anything?" demanded the Motley Crue t-shirted man from before, his glaring gaze directed towards Tara.

"What are you, retarded?" Kennedy pointed her gun meaningfully at the man who greyed and clamped his jaw shut. "My girl and her research are the best chance of us getting the hell out of here, and you can help by giving her some peace to research in. Okay?"

* * *

"Holy-." Xander ducked behind a shelf, shielding a sobbing seven year old boy from the horrifying sight of bat-winged creatures the size of small dogs but cobra-like faces complete with poisonous looking teeth and forked tongues, and rattling scorpion-like tails.

"Give me a gun," Xander glanced at the speaker, a tall, monocled man in his late fifties with flowing grey hair and wearing of all things a purple cravat stuffed in a white shirt, "British Army pistol champion 61-65, come on old boy."

Xander vaguely remembering picking this rather unflustered man up at the mall’s bookstore. "Oh whatever," he mumbled before pulling out a Desert Eagle and sliding it across the floor, "here-."

"Oh good lord," the man grunted as he stared at the gun, "don’t you have anything a little smaller and less colonial?"

"Just take the damn thing," Xander scowled at the man. Did he seriously think this was the time to be fussy?

"Oh very well." The apparent Englishman scooped up the gun in both his hands and raised it as Xander did the same.

The air rang with their shots as they blew the flying monsters out of the air, a brownish fluid spewing out of the beasts. Xander gasped as one of the beasts flew out of the way of their five gun barrage, a fireball flung by Michael just singeing the air around it as it flew at him. Xander twisted to face the monster, all too conscious of how close its mouth was to his face. "Ooooh," Xander grunted as he overbalanced, crashing to the ground on his ass.

The demon hovered over him, its mouth opening.

And then Faith’s hand closed around its neck, twisting in a brutal snap. The dark-eyed brunette contemptuously flung the limp demon out of the shop before grabbing his hand and pulling him up to his feet. "Way to inspire confidence in your leadership," Faith snarked, "fallin’ on your ass."

"Like I’m in command of anything when you’re around," Xander groused.

"Point," his girl-friend nodded.

"Ah," the Englishman stared at Faith, "you’re the Slayer. It took me over forty years but I finally met one."

* * *

"You recognised these people, who are they?"

Sydney glanced from Kennedy snapping her orders to Frank and Sam beside her. "You probably know more than me," Sydney looked towards Samantha, "what with all your degrees in archaeology, history, and anthropology." Samantha’s mouth opened. "Have you heard of the Slayer myth?"

"The one girl in the world fated to fight vampires?" Sammatha shook her head and snorted. "You’re not telling me that she’s," Sammatha looked towards Kennedy, "the Slayer?"

"No," Syd shook her head, "but Faith is."

"Vampires," Frank shook his head, "how is that -."

"Possible?" Sydney interrupted. "You ask that after all we’ve seen?"

* * *

"I don’t know what the chief’s doin’ listening to that little bitch," Mitchell grumbled as he kept a wary eye on the diminutive brunette. He couldn’t believe that the chief had allowed the ho to shoot at him.

"Probably hopes he’ll get himself a piece of that sweet ass," opinioned his best friend, a scrawny guy with watery eyes and a hooked nose called Roth.

"I don’t care how sweet the ass is," Smarts muttered, "I ain’t takin’ no orders from no stinkin’ female, get Carson and Hart, we’re heading out back." Roth stared blankly at him. "Through the shipping bay."

Roth grinned slowly, realisation lightening his eyes. "I’ll get the boys."

* * *

Faith’s eyes narrowed as she leapt at the Englishman. "Who the hell are ya?" Faith looked the man up and down, taking time to impart the latent menace that was her. "I don’t see any tweed, but maybe I should just kick his ass just in case. What do ya think, Xan?"

"I as always follow your lead."

"That’s only ‘cause I got you house-trained," Faith’s smirk disappeared as she continued glaring at the no longer-smirking foreigner. "You a Watcher?"

"A Watcher?" the Englishman shook his head. "Good lord, no. However I am aware of the Council’s existence," the mystery man glanced towards the shop’s now-shattered entrance, the stench of the slain demons settling uneasily amongst the spilt perfumes, "perhaps I could explain as we moved on."

Faith glanced at Xander for guidance. Xander replied with a frustratingly vague shrug. "Makes sense, the quicker we get this done, the quicker we can head back to the others and start making plans."

"Five by five," Faith nodded. "Come on, you’re with me, and keep flapping those gums."

"Of course, dear," the man nodded, "the company of a beautiful young woman is always a pleasurable experience no matter the circumstances."

"This ain’t like a date." Faith sighed long-sufferingly. Did she have ‘Nail Me’ tattooed on her forehead? No, Faith glanced down at her chest, but her T-Shirt did have ‘NYMPH’ embossed on it.

Completely different thing.

"I’m Sir. Cecil Durmwood of the Sussex Durmwoods," Faith stared blankly at the man. "Ah of course, you don’t know me from Adam so to speak. I was born just before the outbreak of hostilities, and joined up in 1961-."

"I might be young but you ain’t," Faith tersely ordered as she glanced left and right, "get to the point."

"You’d think someone with so much time could be a little more patient." Faith raised an eyebrow at the chastisement. "I saw action and was decorated on a number of occasions, even served with our version of the special forces, which in turn lead to me being recruited into the intelligence services in ‘68 Because of the Council’s close relationship with the British government, a number of MI5 and MI6’s top people are aware of the supernatural world and the protocols we have for dealing with such threats, when I was promoted to a certain level I was informed of Slayers, vampires, and their ilk." The knight paused before continuing. "I must say I never approved of the barbaric system, but it wasn’t my place to set policy, merely follow it."

Faith chuckled. "Way I read it, they used that defence at Nuremberg."

"Young lady!" The former spook looked affronted.

"Oh crap!" the African-American let out a shout. "We’ve got trouble."

* * *

Mitchell chuckled as he made his way out of the supermarket and into the rear warehouse that spilt out onto the shipping bay. All they had to do was find the release mechanism for the steel corrugated door and then they could be out of here, away from whatever

As for the rest of them, if they wanted to listen to that little cow, they could follow her straight to hell for all he cared. "Maybe we should grab some stuff while we’re here," Roth suggested.

"Nah," Carson shook his head, "we don’t want to get weighed down." His friend strode over to the far wall. "Here’s the control." Carson grabbed the control dangling from a ceiling-attached cable and pressed the round red button on it.

The outer door let out an altogether loud screech that sent Mitchell glancing nervously over his shoulder to the door they’d crept through. But he’d like the chief to try and stop them, they weren’t breaki-.

"Aaaaaaaah!" Mitchell’s head snapped back to the front, his bladder loosening at what he saw, and then he was pulled from his feet and flung to the ground.

Kennedy turned at the scream. "You heard that too?" she looked across at a worried looking Tara.

Her girl-friend nodded. "Ohhhh." Her eyes widened. "Some of the people must have-."

"Sneaked into the back," Kennedy shook her head. "Fools." She looked towards Gates. "Me and Tara will go and have a look-." Kennedy winced as another scream rang out.

"I’ll come with you," Sydney decided.

"Always grateful of the company," Kennedy took a breath before edging towards the dark red door at the back of the store, past the last of the counters, the screams getting ominously louder as they approached. She and Sydney took up flanking positions at the door, their hands gripping clammily to their guns. Kennedy glanced over her shoulder, grimacing as she realised the screams had completely died out, which could either be very good or very bad.

Usually very bad.

"Okay," she nodded at Tara, forcing a calm smile. "You blow the door, then I’ll go through to the left, Syd you take the right. One, two, three!"

Tara blew the door off with the ease that another person might use to simply kick a dollhouse’s door in, the door flying in. "Thanks!" Kennedy yelled as she rushed into the storage room, eyes widening at the horrors within.

Blood soaked the floor and streaked the walls, the torn-apart corpses of four men further decorating the floor, a swarm of pallid-grey tentacles with hooks on the end of them danced sinuously through the open entrance, attached to a huge monster edging ponderously towards the door. The thing’s head was the size of a house, its mouth as wide as a door and filled with spearhead sized teeth, the beast’s solitary green eye seeming to glow in the middle of its blob-like head.

"Oh goddess," Tara gasped.

Her girl-friend’s moan spurred Kennedy into action. "You two distract it!" Her eye caught the door control dangling at the other side of the oh so wide store room, the thirty or so feet space filled with grasping, deadly tendrils. "I’ll close the door!"

Kennedy set off before common sense in the form of her girl-friend could interrupt. Her heart pounded as she ducked under a whipping tentacle, the thrashing limb parting so close overhead that it parted her hair. Kennedy’s eyes widened when a fireball flung by her girl-friend crashed into the monster’s face.

The beast let out a roar and the air briefly filled with the stench of burning, the burnt area turning a chestnut-brown, but the beast didn’t retreat in its advance. Instead it continued on, its eye growing yet more murderous.

"Owwww!" Kennedy grunted as one of the tentacles took advantage of her distraction to crack into her shins with the force of a heartily swung baseball bat. Kennedy fell, instinct carrying her into a forward roll that carried her under a pair of thrashing limbs and ended with her leaping up just in front of the dangling door control. "Yes!" her hand shot up to punch down on the control’s red button, the door screeching in gleeful descent.

And then a tentacle wrapped itself around her calves and yanked her from her feet.

* * *

"Oh dear," the cultured Englishman beside her commented, "when I came here dreaming of a quiet retirement, this really wasn’t in my plans."

"I hear you," Faith muttered as she watched the red-haired four-legged beasts the size of buffalos with tusks jutting out of the corners of their mouths and jagged spikes erupting out of their rounded back as they charged down the deserted passageway, the floor shaking and tiles cracking under the monsters’ great bulk.

"Faith," Xander turned to face the stampeding beasts, "get everyone out of here, I’ll just be a minute."

Faith opened her mouth to argue then shook her head. Why bother, damn man never knew what was good for him. Instead she watched silently as their companions shepherded their survivors on, wondering what crazy plan her boy-toy was planning.

The beasts came on, eating up the space between X and them at a frightening rate, the air filling with their snarls, the shop fronts seeming to reverberate to their angry charge. Then when they were about seventy feet away, Xander reached into the Always Pocket, pulled out a pair of grenades and underarm-threw them to the monsters’ hooves. The shopping centre rocked under the explosion, what glass there remained in the surrounding shops exploding under the blast’s force, a wall of flames burst up between Xander and the decimated monsters.

And then one of the beasts burst through the fire, its hide smouldering but its eyes’ intensity undimmed as it galloped towards the architect of its herd’s massacre. Xander spun to face it, his gun coming up. And then Faith’s shotgun blasted through the air, hitting the creature in the size of its sizable head, snapping its neck around and sending it falling in a skid that rather dramatically ended at Xander’s feet.

Xander shot her angry look. "Faith, I told you-."

"Leave you?" Faith met Xander’s enraged look with a scornful one of her own. "Jesus." She shook her head. "Who’d save your ass then?"

Xander’s mouth opened and shut, but no noise came out, her boy-friend cowed by the brilliance of her argument. "Let’s just get out of here."

‘Course, Faith smirked, he wouldn’t admit he was wrong, typical man.

* * *

"Noooo!" Tara let out a panicked shriek as she saw her girl-friend be dragged from her feet, head bouncing painfully off the concrete. Her heart skipped a beat when the tentacles began pulling her girl-friend towards the narrowing gap under the still-closing door.

She gasped as Kennedy kicked out, bracing her feet against the wall by the door. The potential’s head turned towards them, panic in her eyes. "I’m not being that thing’s next meal!!!!!!!! Help me!!!!"

Forcing herself to calm, Tara looked towards Sydney. "You go in behind her and be ready to drag her clear, I’ll deal with this thing." She conjured a ball of electricity on her palm. If fire didn’t work, she’d have to try other methods.

"Okay," Sydney tore her eyes from the crackling blue globe in her hand and started over to Kennedy, the spy’s movements hurried yet sensually graceful.

Tara summonsed her concentration, eyes narrowing as she watched the beast pull at her struggling girl-friend. And then she unleashed her power, the globe flying across the blood-soaked room and into the creature’s tendril just below her girl-friend’s leg.

Tara winced as the globe hit, exploding like acid on the beast’s tentacle, its grey-white skin bubbling and ripping away to reveal coldly-white bone underneath as the tentacle snapped back and up, involuntarily flinging Kennedy into Sydney, the two women crashing to the ground. Even as Tara rushed over to her companions to check they were alright, the beast withdrew its still thrashing tentacles, just as the door slammed shut.

"W…what was that thing!" Sydney gasped, the spy ashen grey.

"I don’t know," Tara grimly declared, "but I doubt it’s the worse of whatever’s out there."

Kennedy winced as the demon began crashing its tentacles against the corrugated door, rattling it with its blows. "Think that door will hold?"

Tara shivered at the question. "We should get the men to load the two forklifts and pack as much stuff as possible against the door," Sydney suggested.

Her eyes fixed on the shaking door, Tara nodded at the former spy’s comment. "Good idea. Now let’s get out of here."

Samantha pursed her lips as she watched the three women emerge from the supermarket’s rear, the ‘witch’ scurrying back over to her corner. She hated being useless, having nothing to do in any sort of crisis. Of course, she smiled as inspiration and hurried over to the witch. "Hey, I understand you’re researching all this. I could help you with the translations, I have a degree in ancient languages."

"Oh thank you," Tara looked up and smiled, Samantha was struck by the kindness of the witch’s smile, "but that’s not necessary this," the younger woman lifted the heavy, leather-bound volume, "the Eternal Archive instantly translates any language into English for me."

"How does it do that?" Samantha gasped at the younger woman’s revelation, her academic mind racing with curiosity.

"I’m not sure," Tara admitted with a shrug. "Near as I understand it, it’s a magical template that instantly translates any human language into the reader’s native tongue."

Samantha took another breath. Surprise upon surprise. "Demons have languages of their own?"

"Some do, the more intelligent, some use our own, having forgotten their own eons ago, and some are just little more than animals." Tara replied, a smile spread across her face. "Xander, Faith!"

"Hey Tara," the archaeologist turned and watched as the witch rose and hurried over to the arriving man, engulfing him in a hug. "What you guys been up to?"

"We’ve had to blockade up the rear entrance," Kennedy reported as she walked up, disquiet in the tiny brunette’s eyes, "some idiots tried to escape and got torn to pieces by a giant octopus demon." The lesbian shuddered. "Not nice."

"I don’t like the idea of blocking our only other exit out of here," Faith objected.

"Yeah, but it’s not much of an exit if there’s a giant demon in the way," Xander pointed out.

"True ‘dat," the devastatingly-beautiful brunette conceded with a bob of her head.

Xander looked around the now quarter-full supermarket. "Chief, would you mind joining us outside while we talk?"

The police man nodded. "Of course, smart decision." The cop looked towards a policeman that had returned with Xander’s group, "Jack Tavern here’s my deputy, a transfer in from LA four years ago, you mind if he joins with us?"

Xander glanced at the lanky brown-haired man with dark eyes and contrastingly pale complexion. "Sure. Mattie, Dunn, Frank, Syd, Michael, do you mind joining us?"

Samantha noted the ease with which the seemingly affable-looking young man took charge, guiding their party out of the supermarket and into the eerily deserted and silent corridor. "Getting anywhere Tara?" was Xander’s first question.

The witch winced at the question. "It’s going slowly," she quietly complained, "every time I find a reference it takes me back a step, I’ve got about five A4 sheets of notes, but nothing that helps us stop it."

"Keep at it," Xander looked towards Kennedy. "How are we for supplies?"

"We’ve got what, maybe a hundred people?" Kennedy shrugged. "We’ve got enough food for three to four weeks. If we could cook it or get our fridges back on. Without that, maybe a week-."

"Surely the government would come for us by then?" queried the goth.

"Perhaps, Michael," Xander grimaced. "But maybe they can’t reach us. Maybe the box has shifted us to an alternate dimension, maybe they’re concentrating on stopping this from spreading."

"It’s all on us as usual," Faith commented, the stunningly-deadly seductress raising an eyebrow. "Same shit, different channel."

"What other supplies do we need?" Xander queried.

"Medical," Kennedy replied. "Dressings, pills, antibiotics, antiseptic, the usual stuff."

"Make a list," Xander said.

"I can get the electricity running at least partially, but I need certain things," Dunn commented.

"I’ve got a couple of car batteries and a generator, you make a list I’ll get you the rest," Xander said.

"We’ll need camp stoves and the like," the chief commented. "Cutlery too."

"I can handle that, I’ll take some out of the Always Pocket, it won’t be enough for all of us for long, but we can rough it, if need be," Xander decided.

"I’ll take the medical supplies run, take a trolley from here, and grab whatever, you take the hardware store, get some camp beds for the oldsters and some chairs from the furniture store too," Faith commented. "With the Always Pocket you can carry the heavier objects easier."

"Good plan," Xander approved before looking towards

"The Always Pocket?" queried Tavern.

"A mystical storage room that my bloodline can use to store an infinite amount of supplies as long as they are neither alive or bigger than what I’d be able to carry in my arms," Xander explained. "Is anyone’s cell working yet?" Xander sighed at the headshakes. "Yeah, we’re still on our own." Xander paused for a second. "Okay, I’ll take Tavern and Syd with me. Faith you take Mattie and Michael." Xander looked towards the chief. "Chief, keep taking your cues from Ken, Dunn, Frank’ll help you set up whatever you need to get power going. Co-op anyone in there who’ll be use, electricians, handy-men whatever. Tara, you get back to the books. We need some answers."

"No pressure then," Tara sighed.

"Ah," the Slayer bumped hips with the wicca and winked, "I’ve got ‘faith’ in you."

"You never can resist a bad pun can you?" Kennedy commented.

"I try not to," the Slayer equably agreed.

Xander sighed long-sufferingly. "Everyone just put their heads together and make some lists, try and remember everything, I really don’t want to have to go out again."

"Is it just me or are these people completely mad?" Jack Tavern whispered to the red-headed beauty. He’d thought that incident with the bus back in LA eight years ago was as strange as life got, but apparently he was wrong.

"It’s not just you," the beautiful but apparently very deadly woman whispered back. "But they all seem to know what they’re doing."

The young man ahead chuckled. "You don’t have to be crazy to live in our world, but I find it helps." Xander paused and looked around, the greyish mist making it difficult to see more than a dozen or so feet in any direction. "Which way is it to the hardware store?"

* * *

Faith grimaced as she led her companions through the mist-shrouded mall, the wheels of their trolleys squeaking ominously. When she was a Boston street rat, she often dreamed of having a whole mall to herself and her buds, free reign to come and take what she wanted without any thought to payment or any other restrictions.

Funny how life always seemed to manage to twist your fantasies.

"This is it."

Faith glanced across at Mattie’s whisper and nodded. "’Kay." The martial arts instructor was another mystery, a minor one next to this portable Hellmouth bullshit, but still she handled herself far too well to be ‘just’ a martial arts instructor, she had battlefield experience, probably not of the supernatural, she was way too spooked for that. But she moved like a warrior, eyes, hands, and feet all moving in unison, never focusing her gaze in one direction for a split-second longer than was safe.

Faith turned her torch on. "We all know what we need, right?"

"We’ve all got a list," Michael responded, voice shaking slightly.

"Cool." Faith nodded as she looked towards the shop. Michael on the other hand was a complete and utter novice, but Tara said he had power, just as long as his nerve held.

Faith started in, noting the shelves and shelves of medicines, dressings, and medical goods even as she started in and started throwing things into her trolley. "All the drugs that we need aren’t here," Faith commented as they finished their run through the pharmacy.

"All the strong stuff will be in the storeroom behind the counter," Michael nodded towards the rounded counter to the left of the front door.

"Oh yeah, ‘course," Faith felt vaguely stupid at having to be told that, but then as a kid her mom had never been able to afford medicine that wasn’t either horse, pot, or coke, and as an adult, she never got bugs thanks to the Slayer healing. "I’ll go get the rest," she decided, leaving her trolley at the far side of the counter before one-hand vaulting over it. Noticing the door was slightly ajar, she pushed it open with her shotgun’s muzzle before stepping in, her hand reaching out to flick the light switch on, then withdrawing as she remembered of course the lights didn’t work, choosing instead to shine her torch into the darkened room.

"Oh shit," Faith let out a hollow gasp at the sight before her. The walls were covered with thick, ropey webs, a quartet of people apparently cocooned in the walls, their faces etched in terror. Even as Faith watched, her blood chilling, one of the trapped people began to crack open like a nightmarish Easter egg, several fist-sized spiders scurrying out of his bloody remains. Then one turned and looked at her, red eyes burning through the darkness as it leapt towards her, the curved pincers at the front of its face seeming to vibrate with anticipation.

"Fuck!" That was enough to snap Faith back to reality and send her retreating back through the door so fast that even Slayer balance deserted her, knocking her on her ass as she pulled the shotgun’s trigger and blew the eight-legged demon into yellow ichor. "Oh fuck!" Her stomach twisted uneasily as the other people’s stomachs erupted open, a horde of spiders leaping to the floor and joining those charging at her. Her heart pounding, Faith leapt up, hand reaching for the door handle.

And then the door slammed shut, magically closed by Michael. "Thanks," Faith shuddered as she heard the sound of multiple spiders scratching at the other side of the door. "I guess," she back-flipped over the counter, nervous eyes still on the door, "we’re not getting the other drugs then."

"Yeah," Mattie looked towards the door. "Was that really-."

"Yeah," Faith interrupted, really not wanting to discuss or dwell on the matter, "let’s get back to the others."

* * *

Xander threw the last of his supplies into the Always Pocket, conscious but ignoring the others’ gazes on him. Then he stopped at the sound of snarling behind him. "Oh boy," he slowly turned to see a pony-sized dog with a curved horn jutting out of its forehead and midnight black fur covering its muscled body. "Nice doggy," Xander forced a smile as the beast padded into the hardware store, two other giant beasts following him. "I always wanted a pet, I think I’ll call you Lass-."

Xander pulled a shotgun out and fired at the snarling beast as it leapt at him. His blast tore into the creature’s fur-covered under-belly, tearing a hole through it. The monster let out a pained howl, but still crashed into him, its clawed paws ripping at him as he fell to the ground, the enraged animal on top of him.

"Damn!" Xander cursed as his shotgun fell from his hands, swung his head away as the beast’s gaping, teeth-filled maw drove towards him, punching it in the snout. The injured beast howled again as its head snapped back, giving Xander the half-second he needed to pull out a Desert Eagle, jam it against the side of the monster’s head and pull the trigger.

The dog’s head snapped to one side as its brains sprayed out, splattering the shelves to his right, the creature thrashing briefly before slumping on him. "Okay," Xander panted as he pushed the beast’s corpse off him and started to his feet, mouth dry and heart pounding like a Keith Moon played drum, "clearly there’s a few issues here. But a few obedience classes, and you’ll soon be house-trained."

"Maybe we should get out of here and go back."

Xander glanced at a pale-faced Sydney, the apparent secret agent and town policeman having dealt with the other two demons, the creatures’ innards decorating the floor and walls. "That sounds like a very good idea," Xander replied.

A-Team Industries, LA.

"Damn it, Harris!" Brill growled as he slammed his phone down. The boy had missed a video-conference yesterday, and though he was loathe hated to admit it he was worried. His anxiety had only increased when calls to both Faith’s uncle and Mr. Stark had come up empty.

"Nothing?"

"No," Brill shook his head at Angela’s terse query. "What about you?"

"I can’t connect with their laptop," Angela replied. "Not only that, the server doesn’t recognise their computer."

Brill scowled. Each of their laptops had an inbuilt safety feature, a chip that allowed them to track where their units where in the world. Of course the chip could be damaged, or the computer in Harris’ Always Pocket, but it was just another worry to add to all the others. Brill drummed his fingers on the desk, unwilling but compelled to ask the next query. "And what about Strange?"

Angela pursed her lips, the distaste he felt about involving the supernatural in their problem reflected on his fellow scientist’s face. "He says they’re all still on this plane, but he can’t contact them either," Angela paused, "Brill, for the last few hours, all through the night in fact, I’ve been getting a lot of Pentagon chatter about a ‘Foothold Situation’ in Wyoming. The last we knew they were in Utah, that’s just next door, perhaps they got caught up in this?"

"Foothold Situation? That’s suitably vague," Brill commented as he leaned forward in his seat, interested despite his sceptical words.

"I know," Angela nodded grimly. "Unfortunately that’s the only theory I have."

"While I," Brill leaned back in his chair, hand going instinctively to his phone before dropping uselessly by his side, "have none at all."

* * *

Faith looked around as she wheeled her trolley into the supermarket, her heart dropping when she tried and failed to see her boy-toy. "X, not back yet?"

Before either Tara or Ken could answer a fat, ruddy-cheeked man with waved sandy-yellow hair and dressed in a salesman’s polyester suit waddled up to her. "I demand-."

"You’re not in any position to demand shit. Just leave this to the experts." Faith made to step around the man only for him to grab her arm. Faith glared down at the offending hand. "Hands off the merchandise, bub."

"You don’t tell me, I tell you! Listen to me girl!" the fat man glared down at her. "I’m the town mayor and you’ll do as I-."

Faith’s uppercut slammed into the man’s jaw, lifting him off his feet and flipping him in an one-eighty that ended with him crashing facedown on the ground. "Maybe you are, but I’m not one of your constituents, bub."

"You can’t do that!" gasped the police chief.

"Hey, I don’t have to worry about re-election," Faith gave an unabashedly honest reply before looking towards Kennedy. "Surprised you didn’t punch him out yourself. I thought I taught you better."

"He’d only just started," Kennedy explained. "I think he was in shock."

"Knocked out by a 100 lb chick?" Faith snorted. "Imagine how much shock he’ll be in when he wakes up." Faith looked back towards the chief. "Make sure this stuff is put under guard with the rest of our supplies. No looters." Faith walked over to Tara and jumped up on the fridge beside her bud. "How’s the research goin’?"

"Slowly," the witch grimaced as she peered by torch-light at the book in her hands. "The fact the Eternal Archive translates everything for me helps, but there’s so much information."

"Found anything interestin’ tho?" she queried.

"One major factor in our favour is the moment we shut the Hellmouth down everything released by it should die," Tara replied. "It’s like pulling a plug out of a TV or stereo, instant power off. Except in this case, they’ll actually disintegrate."

"So no need to sweep up afterwards?" Faith nodded approvingly. "That does make things simpler." Faith grinned as Xander walked into the supermarket, her boy-friend stopping off to give his supplies to the black man who’d volunteered to get the power back on in their little ‘fortress of solitude’, god she had to get herself a cool boy-friend, before striding over to them. "Did it go alright, hon?"

Xander rubbed at the back of his head and nodded. "Yeah, ran into some demon dogs though, that was fun."

"We had a meet and greet with some fist-sized spiders," Faith sympathised.

"Eeeep." Xander shuddered. Tara cursed under her breath as she summonsed another book onto the Eternal Archive’s template. "How’s it coming, Tara?"

"Slowly," the witch grunted.

"Right," Xander nodded slowly. "Say, when you’ve got a moment, could you do a search on Mattie, Dunn, and Syd for-."

"Hello!" Tara raised the book in her hands. "Already busy! Why don’t you check them out seeing as you don’t have anything to do but pester me for results!"

"Whoa," Faith gently elbowed her best bud in the ribs, "research makes Glinda grumpy." Faith swallowed at the witch’s glare. "Yes Xand, it’s about time you pulled your weight with the computers and shit."

Xander shot her a scathing ‘you’re a real coward’ look that she whole-heartedly agreed with before glancing towards Tara. "Damn it, the internet will be down anyway."

"Meaning," Tara looked up from her study to glare at Xander this time, "I’ll still have to do it after we find a solution?"

Xander smiled weakly. "Something like that."

"There you go, looking on the bright side again," Kennedy chided.

* * *

Xander chuckled before striding over towards James Dunn and Frank Black, the duo working with a trio of men on some of the equipment he’d brought with him. "Is there anything I can help with?"

"Not unless you’ve got a degree in electronics or engineering," Black replied without looking up.

Xander shook his head. "That’d be a no then," he said as he stepped around the men and headed to the front of the supermarket, wondering at the unconscious man slumped against an empty stack of shelves. Nodding at the guards posted at the front, sweaty hands on their shotguns, he stepped out into the corridor and looked right and left.

The colour drained from his face at the sight that greeted him. "Oh, this is so not good."

The Vatican, Vatican City

Monsignor Pedro Alvez took a moment to glance around his cluttered office and sighed wearily. In three short years so much had changed. His department had been decimated both by demonic attacks and the poaching of the Mithras Brotherhood of his no 1. asset, the legendary Jack Crow. He was trying to get the department back to something close to its previous strength, at least his intelligence network was largely untouched by the Brotherhood’s growth, but his funds and resources for attracting potential demon hunters to work for him were paltry when compared with the Brotherhood.

His fingers drummed angrily on the desk as he considered the contradiction that was the Brotherhood. On the one hand they were undoubtedly a force for good in the world, on the other they allied with themselves with sorcerers and their ilk as well as trespassing on and impeding the Vatican’s own operations. And god help them, he uttered a silent but no less heartfelt prayer for all their souls, if it ever came to a direct confrontation between them and the Brotherhood.

"Monsignor?"

He glanced towards the door at a respectful knock on it. "Please, come in."

The door creaked open, a portly cherubic faced young man in his early thirties rushed in. He recognised the man as Father Daniel, an Englishman known not only for his devoutness but more crucially his insightfulness and attention to detail. "Sir, terrible news, there’s been a Stage 2 outbreak in America."

"A stage 2?" Alvez’s heart pounded, his mouth drying with fear, the Vatican had a seven stage system for grading demonic threats. A Stage 1 was imminent Armageddon while a Stage 2 was probable Armageddon, a terrifying thought but one he’d dealt with five times in the seventeen years he’d been head of the Vatican’s demon-hunting department. "Give me the report."

The blood chilled in his veins as he read the neatly typed papers. "The lord is my shepherd I shall not want," he whispered at the horrors before him in black and white.

Once he’d finished he took a gusting breath and looked up. "Has his Eminence been informed?" His subordinate shook his head. Alvez pursed his lips as he sunk back in his seat, his mind racing. "Good," he finally decided. "The Eminence has enough on his mind to worry about this."

"Then what should we do Father?"

Alvez scowled at the inevitable but unanswerable question. The height of their department’s powers had been between the 13^th and 16^th centuries, and even then their forces would have had no hope of stopping this. "What can we do?" he finally replied. "We pray for those trapped within this evil and hope it doesn’t spread."

* * *

The world slowed to a stop as Xander stared towards the monstrosities hovering over the top of the escalator, their curved beaks bent, biting at the corpses strewn there. The ‘birds’ for want of a better word, had an eagle’s wing-span, but their wings were devoid of colourful feathers, shaped in sharp-pointed triangles, and covered in an oily black leathery-type material, three-pronged claws peeking out from underneath. The beasts’ hairless heads were about half the size of humans and dominated by staring red eyes either side of its piranha-teeth filled beaks.

Xander’s breath caught as one of the creatures raised its head and stared directly at him. "Want the nice unmoving people, not the wriggly ones," Xander whispered.

His prayer was in vain when the flock slowly rose off their ground and began flying towards him, their wings flapping like kites and a chilling ‘caw’ filling the air. "Oh hell," he whispered as he backed into the shop before letting out a shout. "Close and lock the doors, we got trouble coming!"

"Jesus!" Even above the general panic, he could hear his girl-friend’s caustic tones. "You can’t go five minutes without causing trouble!"

Xander ignored the untrue and hurtful accusation as he assisted the shop-owner in closing the door. "Jesus!" He jumped back as the first of the demons flew beak-first into the glass, only the reinforced pane preventing the beast’s pointed beak from impaling his shoulder.

"Quick!" Faith let out a yell. "We need to-, oh shit." They watched in horror as the beasts all flew beak first into the glass, then, undaunted by their failure, began flying into the wall, the air filling with crescendo of thuds. "That’s some creepy shit right there."

"Yeah." Xander’s eyes widened as he saw one of the men raise his shotgun and point it at the flapping monsters. "Nobody shoot!" Xander leapt towards the man, snatching the weapon by its muzzle and pushing it up to the ceiling. "You’ll crack the glass!" he angrily warned. "We don’t want to help them in here!"

"Looks like they’re doing that for us," Kennedy tersely commented.

Xander shivered as the first crack appeared in the shop’s glass front. It was barely a pin-prick, but their first success only encouraged the monsters outside into a frenzy of even greater efforts. They flew back until their tails were pressing into the front of the shop opposite, then careered madly forward, crashing full pelt into their all-too fragile defences, crack-lines appearing in the glass, covering it like a spider’s web.

Shaking himself, Xander looked around the shop. Seeing the fear in many of the civilians staring at the attacking demons, he forced a soothing voice. "It won’t be long now, I want all the women and children in the storeroom-."

"Xander, the monster-."

"I know," he interrupted Tara with a forced smile and a nod, "but we’re running out of options. Those men who haven’t got guns can join them once they’ve helped us make a barricade across the shop with the shelves." He looked at the frightened shoppers. "What are you waiting for?"

The window exploded inwards, a shower of glass shards clattering to the tiled floor, the vanguard to a flight of winged nightmares. "Let them have it!"

The air echoed to their shotgun and automatics’ fire as they attempted to blow the flying horrors away, arid gunsmoke mixing with the smoke of Tara and Michael’s fireballs to blacken their throats and coat their lungs. Xander’s ears pounded as the gunfire reverberated in his ears and he watched as the demons exploded like over-ripe watermelons.

But even as their mangled remains fell to the ground, more of the demons flew in, undeterred by their fellow flock members’ demise and spurred on by their desperation for human flesh and blood. "Damn it!" Xander grunted as his shotgun trigger clicked empty. A trio of demons crashed against the pulled across shelving, rattling it with their intensity. Even as he pulled out a matching pair of MP5s, the demons hit it again.

"Shi-." Xander’s curse was cut off when the shelving meant to protect him in fact toppled under the demon’s demented onslaught. "Owww!" Xander gasped when the heavy shelves crashed into his chest, knocking him backwards.

Xander staggered and ducked instinctively under one of the creature’s sweeping attacks, knees bending as he dropped into a deep squat, machine-guns coming up to shoot the first two of his attackers out of the air, their blood splattering him. And then the third smashed into him, its claws ripping at his chest and shoulders as its momentum knocked him on his ass.

* * *

"Ah hell!" Faith’s heart dropped as she saw Xander go down under the attack of first one and then several of the flying demons. Faith spun to help her boyfriend, but before she’d taken a step, she saw a fireball hit three of the hovering demons even as they readied themselves for a dive at her downed honey, the flames ripping through the demons, leaving only smouldering bones that fell uselessly to the ground. Faith nodded her thanks to a pale-faced Michael.

Then shot out a side-thrust kick aimed at shoulder-level as a flying monster burst through the hastily erected defences to her right. The heel of her foot crashed into the demon’s beaked face, snapping its head back and cart wheeling it back into the shelves. The creature let out an out-raged squawk, and then one of her companions sent a shotgun through its head, splattering its brains, blood, and skull on the shelves behind it.

Faith nodded her thanks even as she brought her automatics up, grimacing as she noticed she’d just loaded her last two magazines. She, Xan, Tar, and the brat would be five by five in hand to hand with these monsters at least, but she wasn’t sure if the others would be.

* * *

Sweat soaked Tara’s forehead as she fired fireball after fireball into the flock of monsters. The demons disintegrated with a satisfying scream, their charred skeletons dropping out of the air, but there were too many.

To her right she saw a demon make it through the hail of bullets and burst through their defences to swoop at Mattie. She gasped as she started summonsing a fireball only for the martial arts instructor to drop on her back, swing her automatic up, and blow the thing away with a single shot. Then before Tara could blink, the lithe brunette was rolling on her side and upright in a crouch.

"She’s good," Tara muttered in admiration. Not Slayer-good of course, or even as good as Xander, but maybe close to a match to Kennedy. "Ahhhh!" Tara leapt back as a snarling demon flew over the defences in front of her, its beak open and teeth bared. Heart thumping and ears roaring with blood, she unleashed the fireball she’d been building and torched the demon as it dived towards her, turning her face away so that the fireball’s blast didn’t scorch her.

Well done Tara, she reprimanded herself as she looked around, she really needed to pay attention.

* * *

Xander grunted as the back of his head crashed against the floor, stars briefly dancing before his eyes. He gasped as they cleared to reveal a flock of demons diving towards him, then gasped again as a fireball smashed into the rear of the pack, taking several, but not all, of them out of the fight. He swung his empty gun up and into the face of the nearest demon as it dived for him, knocking it away and into one of the other hovering monsters.

Xander took the few seconds he gained while the hissing creatures were disengaging themselves to draw a H&K MP5 and strafe the air above him, his red-hot lead tearing through the trio of beasts diving towards him. Rolling up to his feet, he was just in time to see what remained of the flock fleeing.

But not without leaving behind several injured and a couple dead, the air filled with the wounded’s moans and the stench of blood and gunfire. Xander grimaced as he looked around. "Faith, you and Ken get the women and kids out of the back," he looked towards the chief of police. "Do we have any doctors or anything here?" The officer stared dazedly back at him. "Sir?"

"Sorry." The cop shook himself, embarrassment spreading across his weathered features. "That battle was a-." The policeman shook himself again. "No doctors, but we do have a surgical nurse and a paramedic."

"They’ll have to do," Xander glanced towards the opening rear entrance, Faith and Kennedy leading the others out. "Go and get them, and put them to work. Michael," he looked towards the pale-faced Goth leaning against one of shelves, sweat streaming down his face, "if you know any healing spells use them." His gaze switched to Tara. "Tara, get back to the research, we need a way out of here. We need a way, fast."

"Xan," he turned at Faith’s hand on his forearm and allowed his girl-friend to pull him into a secluded corner, "you okay?" The Slayer reached up and stroked his cheek. "Those demons didn’t hurt you?"

"I’m five by five," he grinned at the Bostonian’s amused chuckle at his use of her catchphrase.

The dark-haired beauty’s eyes sobered. "Xan, we used a hell of a lot of bullets fighting off that attack. We’ve got enough food to last us a good while, but if we have to use that much ammo again, we’ll only be able to hold them off three or four times before we run out of ammo. Then we’re majorly screwed."

"I know," he looked towards a reading Tara, "I know." She was their only hope.

"Plus a few days without a shower and I’m gonna get real pissy."

Xander looked to his girl-friend. "You mean worse than usual?" he gasped in entirely unfaked horror.

Faith nodded. "You betcha."

"Oh," Tara stared at the Eternal Archive, her mind racing as a plan began forming. Grabbing a pen, she jotted a note down before calling up a book she’d read earlier and writing something else down. "Oh, oh!" She bounced excitedly in her seat before looking towards a now staring Xander stood with the Police Chief by their makeshift hospital. "I might have something."

"Might?" Xander hurried over, followed by the Chief himself.

"The Hellmouth box for lack of a better name is toxic for humans to even touch while open and active," the witch began.

"Why could Sammy bring it here then?" Xander queried.

"Professor Gaines got lucky," she replied. "By the time she got to it, its power had long since died down, it only got re-ignited when a hole was blown in it."

"Oooops," the chief muttered.

"But last time it opened tens of thousands died and it destroyed a civilisation," she continued. "If it’s left open it could destroy the entire state. And with a hole blown in it, it can’t ever close, so it’ll never try and power down, it’ll continue seeping evil."

"You’re not telling us anything good," Faith stalked up behind Xander and looped her arms around his waist.

"I know," Tara nodded at her best friend’s comment, "but I’ve been looking for a spell to shield it, make it safe to touch, and I’ve found one." Tara paused. "The only problem is, I can only put a shield up for a matter of seconds, a minute at the most." Tara stared at her friend.

After a second Xander got it. "You want me to throw it into the Always Pocket? But what happens when I reach into it afterwards for anything?"

"Not a problem," Tara smiled. "That’s what I’ve been researching. Partly anyway, when I realised there wasn’t a way of outright destroying the box."

"Go on," Xander prompted.

"The Always Pocket is a pocket of dimensional space," the witch explained. "Things aren’t just waiting for you to pull them out of the Always Pocket, they don’t exist on this plane until you summons them."

"So if I don’t call for the Hellmouth box it ceases existing?" Xander pressed.

"Exactly," Tara nodded.

After a second Faith spoke. "So we’ve got a plan, but how we gonna find it, this is a big freakin’ town, and I don’t much fancy stumblin’ through the mist lookin’ for it." Faith looked towards her. "Say, can’t you do some sorta locater spell?"

"For an object this powerful normally yes, but now," Tara shook her head. "Now it’s open, its essence is all around us." Her friends looked nervously around. "It’s in the air, in every creature prowling around here."

"Shit," Faith cursed.

"That about sums that up," Tara saw Xander’s mood change, his shoulders squaring and chin jutting out as he took on his take-charge air. "Okay, this is what we’re gonna have to split into two teams."

"Not two," Tara interrupted, "it has to be one. Remember we need the Always Pocket."

"Wait," the chief spoke up. "I shot the man with the Hellmouth Box outside the hotel. He couldn’t have got far with it could he?"

After a second Tara shook her head. "A few hundred yards before it killed him."

"Then we head back to the hotel and search from there," the chief suggested.

"Okay, one team then," Xander conceded with a nod. "I like the chief’s plan though that’s the route we’ll take." He paused. "Chief, I want you and the deputy to stay here in command of here." Xander raised a hand at the middle-aged man’s opening mouth. "I know you want to come, but these people," Xander’s gaze swept over the supermarket, "need someone familiar to look up to for comfort. But I’ll leave Kennedy with you and I want you to listen to her-."

"I know it’s hard," Faith sniped.

"You’ll need someone familiar with the terrain to guide you!" Gates finally protested.

"Yeah, I’d hope Mattie and Michael would come with us," Xander commented.

"We need Michael in case anything happens to me," Tara softly commented.

"I won’t let that happen, sis," Faith softly replied.

"I know," Tara smiled back at her friend, "but still."

Faith nodded. "And I’ll take Dunn and Bristow if they’ll come for back-up, together with Faith," Xander paused.

"Thanks for the mention, lover."

Xander ignored Faith’s snark to look towards the chief. "I’ll leave you with what I can for arms, but I’ll need stuff to go out there."

"Of course," Gates nodded. "Good luck."

* * *

"Hey Michael, how’s it going?"

Michael looked up from his crouch to see Xander standing behind him, a pensive expression on his face. He fought back a sigh as he rose and stepped away from the wounded. "The sort of healing I do mostly relies on herbs that I don’t have with me."

"Oh," Xander’s shoulders slumped as his fellow Sunnydale alumni stuck his hands in his pockets, "I probably have some of the herbs in the Always Pocket, you should have said."

"Right." Michael stared dazedly at his fellow Sunnydaler. He couldn’t decide what was weirder, Xander dating a spitfire like Faith, although he’d dated Cordy in school hadn’t he, or being this supposed saviour of the world that he’d heard mutterings about from Kennedy and Tara.

Yeah, probably the former. The latter was just weird, the former contradicted all know laws of biology, physics, and chemistry.

"Look, Tara thinks she’s found a way to end this." Xander paused and licked his lips. "So I’m putting a team together to help with that. According to Tara you’re pretty powerful so I’d like you on it, if that’s okay?"

Michael stared at his former classmate, heart tightening with fear. For years he’d run away from using his power, minimising any magics to when he was alone, but now to be out in the open would change everything. And maybe it should change….

Finally he nodded. "I’m in."

"Great," Xander beamed at him for a second before glancing over his shoulder. "You should go and speak to Tara, she’s got a spell she’d like to show you."

* * *

Faith strode up to where Mattie, Bristow, and Dunn were stood by the supermarket’s entrance. "Hey guys."

The trio spun around at her approach. "Damn girl!" Dunn cursed. "You can move, I never heard a damn thing!"

"You think I was moving before, you wanna see me on a dance floor," Faith boasted.

Dunn smirked. "Was that an invitation?"

"Wanna wrestle my boy-toy for the honour?" Faith challenged with a grin.

The African-American chuckled. "Hate to burst your bubble, but you’re hot, scorching in fact, but you ain’t that hot."

"I’m so that hot," Faith retorted with a chuckle before turning serious. "Sis reckons she’s figured out a solution to this sitch. Me, X, and her are gonna have to go out later, we might need some back-up."

"Lots of danger?"

"Yeah," Faith nodded at Dunn’s question.

"Babes to save?"

Faith’s full lips parted in a dimpled smile. "Never know your luck."

Dunn grinned back at her. "I do, and it’s usually bad." The powerfully-built black shrugged. "What the hell, I’m in."

Mattie and Bristow exchanged looks. "Us too."

"Wicked," Faith grinned before sobering. "You need anything, see Xan, if he’s got it, he’ll equip you."

* * *

"I wanna go with you," Kennedy whispered.

"I know," Tara returned her lover’s hug with an embrace of her own, her arms nestled around the smaller girl’s shoulders. "But someone who knows about demons and the like has to stay here."

"I know," Kennedy’s breath caught and then Tara was gently pressing her lips to hers, tongue working into her mouth for a moment before pulling away, her girl-friend’s kiss as always leaving her breathless.

"I have to go," Tara muttered. "See you soon."

"Come back to me," Kennedy whispered.

"Shit," Faith whispered as she edged out of the mall and into the streets beyond, Mattie by her side, her fellow brunette likewise dressed in one of Xander’s Kevlar dusters. She and Mattie were in the lead, Tara just behind, Dunn and Bristow in the middle, and Michael and Xander bringing up the rear.

Xander’s very nasty plan being that should either end of their patrol be attacked, at least one of the two mages needed to do the spell would be alright. ‘Course that didn’t solve the problem of what to do if anything should happen to him.

However it wasn’t that that caused her stomach to hollow. The town was covered in the by now familiar but still creepy as hell grey mist but even so, Faith could pick out the cars haphazardly abandoned across the streets, in some cases their occupants’ corpses still inside them, windows broken or doors torn off in their killers’ eagerness to get at their food, and the shop fronts that had been destroyed. Far worse were the torn-apart bodies littering the streets, the stench wafting from them stomach-churning, and they’d already begun to bloat-.

"Do you think anyone’s still living?"

Faith started at Mattie’s whisper. Once she’d gotten her pounding heart back under control she nodded. "Yeah," she forced certainty into her voice. "Anyone who was inside and got to a basement has a chance."

"But no-one outside?" Mattie pressed.

Faith grimaced as she jumped up onto the hood of a saloon. "Sure as hell doesn’t look like it," she replied as she looked left and right. Faith grimaced at what she saw, thanks to the mist she couldn’t see much further than the average person, but what she saw chilled her blood. Half-eaten and torn-apart corpses littered the ground, in and out of cars, blood soaking everything, and the surrounding shops and houses appeared destroyed.

Faith tore her eyes away to glance at Xander. "What’s the plan? We grab a car?"

"No," Xander shook his head and hefted the shotgun in his hand, "we don’t want to be enclosed if we’re attacked, besides the roads are blocked."

"Yeah," Faith nodded as she leapt down from the car, "you’ve got a point-." Faith looked towards a shop front, brow furrowing as she had an idea. "Wait a minute, bike shop as in bicycles?"

Xander grinned at her. "Pretty good idea, might be difficult carrying everything though."

Faith nodded. "But you’ve got rucksacks, holsters, and stuff in the Always Pocket."

"Good point," Xander started towards the shop, "come on, let’s see if there’s anything worth salvaging in the shop."

"Kinda like looting ain’t it?" Dunn commented.

Faith arched an eyebrow as she glanced towards the black. "Kinda like savin’ our asses and the asses of everyone in this town," she retorted.

"Oh goddess."

"What’s up sis?" Faith glanced in the direction Tara was looking. "Oh shit, oh shit," her lips seemed to move of their own volition as she followed Tara’s gaze.

The monster’s six legs were as thick as centuries old oak trees and about as long, standing at least four storeys high, their car sized feet making huge dents on the ground. But then its legs had to be huge to support its horrific head and torso. The creature’s body was the size of a house, no a mansion, the grey-scales covering it seeming to glint malignantly. A dozen or so rope-thick tentacles with shell-like hooks on the end dangled out of the creature’s face at the front of its body. They surrounded the beast’s solitary glowing dartboard sized eye, wriggling and writhing like a manic Gorgon. Beneath the emerald eye sat a mouth big enough to swallow a horse, filled with knife-sized teeth. On the top of the beast’s head twitched a pair of giraffe-neck sized antennas.

"I’m so never sleeping again," Faith muttered. No way did she want the nightmares that a thing like that could cause.

"Let’s get in the shop before it notices us," Xander hissed, her boy-friend’s usually steady voice trembling.

"Can I give you a hell yeah," Faith nodded. Her only worry was what would happen to them if the thing planted one of its feet on the shop with them in it. Rats in a trap would have it better than them.

Once inside Faith forced her attention into looking around the darkened shop. After seeing the lumbering monstrosity outside, she experienced barely a shudder at the sight of the shop owner’s corpse on the floor, his limbs torn off and his torso sliced open from neck to crotch, his organs removed and missing, gone where she really didn’t wanna think. Still, Faith winced as her foot squelched, she really didn’t like walkin’ in someone’s blood, seemed disrespectful and a whole other bunch of nasty shit.

Faith forced away her revulsion, it was a pain and yet Faith was secretly glad she still got skittish sometimes. She felt like she’d be losing a part of her humanity if things like this didn’t freak her out at least a little. Not too much, not enough to knock her off her game or give her nightmares and shit, but enough to remind her of the dangers in the world she lived.

"Right," Xander’s whisper rang around the quiet shop, "we need seven working bikes, seven that haven’t been damaged in the mayhem." Xander looked around. "I assume everyone here knows how to ride a bike?" When a chorus of whispered yeses greeted his query, Xander nodded. "Okay, see what you can find."

It took some time, but eventually they were all kitted out and heading back out onto the street. Faith heaved a sigh of relief when she noted the lumbering monstrosity had disappeared in another direction. "Which way is it," Faith looked up at a swoosh in the air above, skin paling at the sight that greeted her. "Ohhh crap."

Faith had only half a second to take in the mind-blowing sight of a winged lion the size of a van swooping down at her, then the golden-skinned monster was crashing into her. "Shit!" Faith flew off her bike and crashed into a near-by lamppost, head bouncing off the ground as she hit the tarmac.

"Christ," she shook her head, vision clearing in time to see bullet after bullet from her companions bouncing off the demon’s hide as it flew down. Faith’s eyes widened as she realised the monster was aiming itself at her. "Not again!" And then the monster was crashing into her.

"Cease fire!" Faith heard Xander yell as the creature flew off, its paws wrapped around and scratching painfully at her back as it carried her away.

"It’s a Nemean Lion!" Tara screamed up at her. "Strangle it!"

"And how!" Faith brought her knees up into her stomach and pushed against the lion’s torso, forcing herself slightly away from the demon. "Am I supposed to get down from here once it’s dead?" She shook her head when no answer was forthcoming. "Typical!"

"RRRRRR!" The lion’s toothy mouth opened in a snarl, its mouth darting down at her, only to snap back when she caught it with a left hook to the jaw.

"Owww!" Faith winced as the blow’s impact reverberated through her knuckles. "Note to self, do not hit Aslan unless absolutely necessary."

The lion’s head lunged back down, but this time Faith just twisted away from the attack, the demon’s hot breath on her face. "Jesus!" Faith cursed. "You give whole new meanin’ to ‘gettin’ head’!" Faith gritted her teeth as the demon’s claws shredded at her back, shoulder blades seemingly on fire. This predicament was gonna need luck, skill, and brains to get out of in one piece.

Telling herself two out of three wasn’t bad, Faith ducked out of the way the monster’s diving maw, sat up as far as she could and punched it in its glaring left eye. "RRRRR!" the monster let out a shocked roar, its grip momentarily relaxing.

That was all Faith needed to grab hold of a handful of golden mane, whisper a quick prayer, and yank on the fur, using it to pull herself loose of the creature’s paws. "FUCK!" Faith screamed as her legs swung loose of the monster’s grip, the only thing preventing her from a skull-shatteringly long fall her tenuous grip on the snarling beast’s mane.

"Crap, crap, crap," Faith calmed herself as she swung her torso away from the monster’s lashing paws. The moment the monster’s paws pulled back, she swung back towards the creature and jumped forward, grabbing a higher grip on its mane. Ignoring the monster’s head twisting towards her, its gnashing teeth only inches away from her and hot breath tickling at her face, she launched herself up and onto the monster’s thickly muscled back, legs clinging to the torso. Faith groaned as she looked down at the dwindling ground, the locks that fell in front of her face unfortunately failing to conceal just how high she was, nor could she fail to note how the wind wooshed around her ears. "A girl could definitely develop a phobia," she pulled her head back when the demon turned its head and attempted to bite her. "Will you quit doin’ that!" she scolded as she launched herself forward, arms locking around the demon’s mammoth neck. "You wanna neck me? Turnabout’s," she squeezed hard, biceps, triceps, and forearms rippling as she dug into the beast’s neck, "fair play!"

The demon let out a strangled roar, its wings flapping urgently. Sweat beaded on her forehead as she struggled to hold the writhing monster still, then finally she managed to twist her arms to the side. A grin parted her lips as her efforts were met with a crack, the wildly-struggling winged lion going limp in her arms. "I won!" Faith’s eyes widened as the demon started plummeting to the ground. "OH FUCK I WON!"

Faith looked desperately left and right. Seeing a high-roofed building, probably an office block or somethin’ to her right, she planted her feet on the lion’s back and pushed off with all her might, leg muscles contracting powerfully as she leapt for hoped for salvation., hands out-stretched in front of her The air whipped around as she flew through it. "Yes!" She whooped as she grabbed hold of the guttering, then grunted as she crashed into the building’s side. "I did-."

"Shit!" Her relief turned to terror when the guttering gave way under her weight. "If I live through this, I’ll diet tomorrow!" she promised as she fell along the side of the five storey building, scrabbling desperately for every toe or foot hold that could slow her fall, sparks flying as her steel-tipped boots scratched against granite.

"Shit!" She cursed again as she hit the ground, the impact crashing through her with enough force to probably cripple a normal human. Faith winced as she gingerly turned, fuck that had hurt.

"Lady need a ride?"

Faith grinned as Xander came around the corner, the others materialising out of the mist behind her stud. "What an inappropriate question to ask a lady?" she purred.

"You okay?" her boy-friend’s dark eyes filled with concern.

Faith nodded, charmed as always by his worry for her. "Yeah," Faith glanced towards Tara, "thanks to you, sis. Good call." Tara blushed.

"We’ll have to double back on our route," Mattie commented.

Faith glared at the martial arts instructor. "Sorry my ass bein’ grabbed inconvenienced you." Faith looked towards Tara. "How did you know that I should strangle that ugly ol’ cat?"

"It looked like a Nemean lion and I remember from my Greek mythology, that Hercules killed one by strangling it to death in the first of his labours," Tara explained.

"Good call," Faith praised before looking towards Xander. "Wasn’t Herc one of your gang?"

"My gang-," Xander shook his head, realisation flickering across his face, "oh no. No, legend has it he was a Greek demi-god, so my best guess was he was descended from one of the other pit fighters."

James Dunn shook his head. "You people are the weirdest-, ahh!" Fire exploded out of a suddenly appeared crack in the road just in front of the African-American, Faith leap and clothesline to the chest that knocked the soldier and her on their asses, the only thing that saved the black’s life. "Thanks," the soldier gasped.

"Welcome," Faith kipped up, snatched a hold of the black man’s arm and pulled him to his feet before looking around, "what the hell was that?"

"It’s turning itself into a hell plateau," Tara grimly replied. "Things are getting bad."

"Getting bad?" Xander ducked instinctively as something screeched in the distance. "They’re way past bad now."

"You don’t understand," Faith noted her best friend’s paleness, "the Hellmouth Box is gaining more power somehow. If it isn’t closed off soon, everything it does here will be irrevocable. All closing it down will do is limit the area affected."

"That’s not good," Faith’s insides twisted.

"Come on," Xander looked towards Mattie. "Lead the way."

The gang cycled silently through the grey-shrouded town, weaving in and out of the abandoned vehicles and determinedly averting their gazes from any of the half-eaten and mutilated corpses festering in the cars. Suddenly Xander raised a fist, drawing them all to a halt.

"What’s up Xan?"

"I don’t know," Xander looked left and right, scowling as he did so. With this pea-soup mist it was difficult to see much other than shapes, they’d stopped twice since Faith was attacked by the flying lion, convinced they were going to be attacked. One time it had been a cat that had somehow survived the massacre, the second time had been really embarrassing, a trash can rattling in a sudden wind. "But there’s something not quite rig-, shit!"

Xander threw himself off his bike when a thick-set creature leapt out of the mist, his axe swinging down to cleave Xander and his bike in two. Xander hit the ground on his shoulder, grunting at the unforgiving impact, and rolled to his feet, facing his adversary.

The monster was short, but thick-set with long ropey-muscled arms that almost touched the ground and slightly bowed legs as if it struggling to hold up its massively-muscled and hairy torso. Its face was apelike, but no gorilla had ever had such sharp fangs or had yellow eyes that blazed with malevolent cunning.

All Xander saw in the half-second before the monster lunged at him, double-bladed axe leading the way, and other beasts surging out of the darkness. Xander’s gun came up, his blast taking the top of the head off the advancing beast, the creature flopping lifelessly on its back.

Xander swung around and took out another of the creatures as it lunged out of the mist and at Tara, his shot ripping a fist-sized hole through the demon, spinning it off its course and back into the shrouding fog.

"Argggh!" Xander had barely begun to turn back when another monster crashed into him with enough force to take him from his feet, its snarling, howling visage dripping drool as it loomed above him.

Teeth gritted, Xander swung up his shotgun only to gasp when the beast tore his weapon from his grip and lunged at him, gnarled fists pounding the ground as he rolled away from its attack. His breath came in desperate pants as he drew a Desert Eagle and levelled the gun at the monster.

"Damn it!" He cursed as the creature slammed into him, once again knocking him to the ground, this time with it on top of him. He grunted as its heavy fists attempted to pound him into new and unmanly shapes, but forced away his pain to jam his gun’s muzzle into the monster’s jaw and pull on the trigger.

His ears pounded with the automatic’s roar and the beast’s blood, brains, and bone splattered him as his shot blew through the creature’s face and out of the top of the beast’s head. "Jeez," Xander flung the corpse off him in time to roll away from an attempting stomping by yet another of the creatures, his automatic chugging in his hand as it sent several rounds through the monster, blood exploding out of its back as it staggered then finally fell.

And then just like that the fighting was over, the beasts either dead or fled. "Hey Boy-Toy," Xander grunted when his girl-friend grabbed him by his battered right arm and yanked him upright, "you five by five?"

Xander grinned at his girl-friend, her casual tone off-set by the worry gleaming in her luminous eyes. "Yeah, just a little battered, nothing serious."

Faith flashed him a dimpled smile, the sorta smile that still managed to make him go weak at the knees despite years of dating. "Ya wanna try fallin’ off a building."

Xander shot his girl an amused look. "Didn’t realise it was a competition."

"One you just lost," Faith put a finger to her lips, brow furrowing, "what’s the word?" Faith grinned suddenly. "Oh yeah, loser."

"We need to get out of here," Tara urgently interrupted.

"I know," Xander couldn’t turn his gaze away from his girl’s beaming smile, "the gun shots will probably bring other mons-."

"No! We need to get out of here now!" Everyone turned towards Tara at her shriek and looked in the direction of her pointing finger.

Xander’s eyes widened as he saw a midnight-black cloud some six hundred yards ahead of them, the cloud ominously gliding towards them. His mouth began to open to ask what it was, even as a cold finger of dread sliding down his back forecast that it was nothing good, but before he could ask Tara spoke. "It’s A Soulless Shroud," the witch’s voice was high-pitched, frightened, "if it touches you, it steals your soul and mind, leaving nothing but the body behind."

"How do you fight it?" Faith queried, her voice low but determined.

"Fight it?" Tara’s laugh had more than a hysterical note to it. "You can’t fight it or reverse its effects, magic or force doesn’t work on it. The only solution is closing the Hellmouth Box, it can’t exist in this dimension, but we have to find it and fast!"

Tara heard her breath rattle in her lungs, felt the sweat beading on her forehead, and her thighs burn as she cycled as fast as she could, her friends and companions around her, her eyes and theirs searching the surrounding grey for the Hellmouth Box.

Her world slowed as she saw it, a square red thing to her left. "It’s here!" she let out an excited cry as she turned her bike towards the box.

"Sis! Get your ass down!"

Tara barely had chance to look left towards her suddenly ashen-faced best friend when she heard the sound of flapping wings to her right. Before she had chance to turn to face or otherwise react to the monster, it crashed into her. "Aaaah!" Tara let out a panicked shriek as the impact lifted her from her saddle and flung her to the ground, head bouncing off the concrete.

* * *

"TAR!" Faith let out an enraged scream as she threw herself into the air and at the monster. The thing was about five feet tall but with the sort of muscles a world-class bodybuilder would love, all covered in a grey skin, a curved horn between its slanted yellow eyes, and a beak full of sharp teeth.

All this Faith saw in the half-second it took for her to crash into it, the force of the collision sending the winged demon crashing to the ground with her on top, dust billowing around. Faith ignored the creature’s talons tearing at her to smash a trio of blurringly fast rights into the monster’s face, laughing slightly with every crack of its facial bones, every bounce of its head off the unyielding tarmac.

Hurt sis would it? It’d fuckin’ learn the hard way. She followed that up with an alternate lefts and rights to its jaw, knocking its head this way and then the other, a greenish ichor spilling out over its ravaged features.

The moment the monster was sufficiently stunned, Faith gave it one last crack to its left eye before grabbing its horn in one hand and its jaw in the other, and pulling hard in opposite directions. The creature’s back arched as its neck snapped and head tore away.

"No way am I getting on that girl’s bad side," muttered Dunn.

"Smart move," Faith cracked a smile as she threw the beast’s head away and rose, concern filling her as she looked over to Xander crouched over Tara’s unmoving body. A half-second later and she’d raced over to her best friend’s side, worried eyes taking in her bud’s condition. "She’s out cold!"

"She’ll be alright, she just took a bang to the head," Xander reported before grimacing, "but she won’t be able to do the spell."

"I’ll do it," a voice croaked from behind.

* * *

Michael felt the world land squarely on his shoulders as all his companions turned towards him. Xander though, Harris just gave him a knowing grin like this was what he’d expected from the start. Michael felt a flicker of rage in amongst all the fear. Where did this stranger get off thinking he knew better than he knew himself? "You’re sure?" Suddenly too frightened to speak, he nodded. "Cool." Xander looked towards the others. "Mattie, cover Tara. Dunn, Bristow, watch Michael’s back." Xander looked towards the devastatingly beautiful brunette. "You get the most important job."

"Takin’ out the trash?" the seemingly-bored bombshell queried.

"No, watching my back."

"See I was right."

Xander ignored his girl-friend to look towards him. "Just give the word when you’re ready," Xander glanced towards Faith and flung her a pair of Uzis plus a battle-axe. "On no account do you touch the Hellmouth Box. This was my plan, if this goes wrong, I’ll deal with the consequences." The Slayer didn’t look happy but nodded.

"Ready," Michael gasped, his lungs feeling like they were burning and sweat pouring down his face as he struggled to hold onto the raging spell struggling to escape his grasp.

Xander nodded before starting towards the mist-shrouded box, the sultry Bostonian stalking by his side.

* * *

Xander swallowed as he started through the grey darkness, eyes flitting nervously left and right, and sweat dripping from him as he panted nervously. They were so close now, but there was so much that could still go wrong. Tara could be wrong about the spell, Michael could lose control of the spell, or-.

"Xan!" His girl-friend had barely begun screaming when a trunk-thick tentacle shot out of the darkness and wrapped itself around him. Xander barely had time to gasp a breath when the thing started squeezing, its grip like a python around his ribs. "I’ll get you out!" Faith snarled, her own face pale with fear and lips parted in a scowl as her axe flew down then bounced off the tentacle’s rubbery surface. "Shit!" Realising his gun-arm was fastened tight against his body, Xander decided to take advantage of that situation, and twisted his wrist out and away from his body until its muzzle was pressing against the thing’s tentacle, then pulling on his automatic’s trigger twice in fast succession.

The monster hidden in the shadows let out a pained roar and released its grip so quickly that it sent Xander spinning into Faith’s arms. "Smooth," the Slayer straightened him, "but eyes on the prize."

"Yeah," Xander started towards the box again.

"Shit!" he glanced over his shoulder to find Faith in the air, grabbing with the tentacle wrapped around her. Heart pounding, he stepped towards Faith only for her eyes to flash angrily. "You fucking idiot! Easiest way to free me is," Faith’s fine features briefly contorted in pain, "is get the goddamn box!"

"Yeah." Thoroughly chastened, Xander spun around and raced towards the box. "Ahhh!" he let out a pained shout and fell to his knees when a trunk slammed in to his shins with a crowbar’s impact. Panic filled him as he felt the tentacle wrapping itself around his bent legs. Heart pounding, he flung himself forward, hands reaching for the box. "No!" he let out a despairing cry when his fingers scrabbled the ground just in front of the box. Teeth gritted in determination, he dragged himself forward on the ground, fingers rubbing painfully against the concrete and every pull forward threatening to dislocate his shoulders. And then his hands were around the box and he was dropping it in the Always Pocket.

And just like that the mist cleared, and the tentacles crushing his thighs were suddenly gone. "Thank god," Xander groaned as the blood began pumping back into his legs.

"Hey stud," he felt a hand on his shoulder, and then his girl-friend was pulling him up to his feet, "you did it."

"We did it," he corrected with a look down at the grinning bombshell.

"Whatever," Faith shrugged and winked. "Now it’s time for your reward."

"Re-." And just like that Faith had her hands in his hair, pulling him down into an oxygen-depriving, toe-curling kiss, her lips crushing against his, her scent in his nose, and her tongue in his mouth.

"Tara’s awake!" Mattie let out a relieved cry.

Faith shot him a knowing look as she broke the kiss. "Wake up when the action’s over, t-y-p-i-c-a-l."

"Sir! Sir!"

Palmer looked up as Charlie Young bundled into his office, a rare flustered look on his usually unflappable Aide’s face. "What is it Charlie?"

"Sorry sir," the young man glanced from him to his companions, his expression uncomfortable as he realised just how many levels of protocol he’d broken by just bursting into the Oval Office, "but you said you wanted to know immediately-."

"Know what Charlie?" Palmer’s breath quickened. Could it be?

"Satellite and eye-level witnesses are reporting that the mist around Cuttingswood’s is clearing."

"Excellent," Palmer glanced towards the two ambassadors stood in his office, "gentlemen, if you don’t mind stepping out, we’ll continue this in a moment?" The moment the two middle-aged men had accommodatingly hurried out, Palmer turned to Charles. "Charles, I want the directors of FEMA and the CDC on-line for a video conference in five minutes, I also want that region’s head of Homeland Security as well. And I want the local commander of the National Guard too, I want this town cordoning off until we know exactly what’s happening or happened there."

"Yes sir," Charles’ head bobbed respectfully and then his aide was backing out.

Palmer’s fingers drummed impatiently on the walnut desk before him as the minutes crept by, his mind whirling as he considered the many possible causes from whatever had occurred in Wyoming. The way it had cleared so quickly, so unnaturally, suggested it was something other than normal. It was unlikely there had been a factory accident or something, all the paperwork on Cuttingswood indicated there wasn’t any large-scale industry. That only left terrorist, demonic, or even alien attack.

* * *

"Thank you for your assistance."

Xander grinned at the clearly uncomfortable Police Chief, the two of them having taken a moment from the hideous work of putting the town together. "And didn’t it just kill you to say it?"

"You have no idea," the older man grinned wearily. "Not that I don’t appreciate everything you did here, Harris, it’s just the world you opened us to isn’t pretty."

"Yeah, I know," Xander’s own grin disappeared as he nodded. "Look," he reached into his jacket’s pocket and pulled out a business card for A-Team Industries, passing it over the desk to the police officer, "give them a call, tell Brill that I sent you and I think that this town needs a sizable donation that we can write off against taxes."

"A-Team Industries?" Gates’ brow furrowed. "Aren’t they some sorta emerging star in the high-tech market?"

"Yeah," Xander nodded, "I own them." Xander savoured the look of dawning shock on the chief’s creased features for a moment before sobering. "What’s the death toll?"

Gates looked away from him, the aging law enforcer suddenly finding the floor very interesting. "We’re up to twenty-seven hundred and change."

"Damn." Bile rose in Xander’s throat, threatening to choke him.

"Kid," Gates’ voice brought him back from the edge of vomiting. "You’ve got nothing to feel guilty for, if not for you." He shrugged. "We’d all be dead."

"Yeah," Xander nodded even though the words didn’t convince or comfort him. His eyes zeroed in on Gates. "When will FEMA and CDC get here?"

"The next two to three hours, but there’s already a cordon around the town and blockades on each of the roads out of Cuttingswood. You realise the government will want to speak to you?" Gates queried.

"Yeah," Xander nodded grimly. "I’ve got a way around that though. Habitual shyness and all that." He shook his head at Gates’ opening mouth. "Best you don’t know."

"Damn it kid," Gates growled. "If you need help-."

"I’ll be fine," Xander reached across the table and shook the policeman’s callused hand. "And thank you for everything."

"Damn kid," Gates grinned at him. "Thirty seconds after I met you I nearly threw you in a cell!"

Xander’s eyes sparkled in amusement. "That happens to me a lot."

"Ha," Gates barked a laugh, "that I can believe. Look after those girls of yours, boy."

"I will sir."

* * *

Faith looked up as Xander entered the house they’d took temporary residence in. "Tar’s finished the reports on our potential team leaders, listen to you hear it!"

"She’d have to get a word in first," Xander winked at her glower before looking towards Tara.

"James Dunn is a former Gulf War veteran who was falsely accused of assassinating the First Lady-."

"I remember that," Xander nodded, "he brought down an illegal black ops group in the military didn’t he?"

Tara nodded. "Sydney Bristow is a highly decorated CIA officer, while Frank Black was a serial killer profiler who transferred to an underground organisation called Millennium Group until 2000 at which point he transferred into his new position in the NSA." The witch paused. "Mathilda’s a strange one, she’s from Little Italy in New York. In ’92 her family were murdered by a corrupt DEA officer by the name of Stansfield who in turn was murdered by an assassin called Leon a few days later. Then she turned up here a couple of years ago with a ton of money and started a martial arts studio."

"Girl’s got mad skills," Faith put in.

"Are we gonna ask them?" Kennedy queried.

"Them and Michael," Xander looked at his watch. "It’s noon. We said we’d meet them in the hotel lobby come on."

* * *

Michael stiffened as Xander and his friends entered the devastated lobby, half-rising out of his seat before sinking back in it. He’d not noticed it the first time he’d seen Xander, although it was a mystery how he’d missed it, but there was a new confidence about his friend, different from the slump-shouldered joker he’d known back in Sunnydale. "Thanks for meeting us here everyone." Xander shot them a nervous smile that did remind him of his old school-friend. "I’ve got an offer to make." Then Xander began to talk about the Mithras Brotherhood before finally stuttering to a finish. "If you’re interested?"

"Hell yes," Dunn grunted. "Anything would be better than this bodyguard crap I’ve been doin’."

"I’m in," ‘Mattie’ agreed. "After all this I need to get out of here anyway."

"I’ve already got a job," Black shook his head.

"I’m out," Sydney commented.

Michael licked his lips, suddenly conscious that everyone was looking at him. He realised that not only could he no longer ignore his magical powers, he no longer wanted to. He’d been given these powers for a reason, and maybe this was it. He nodded jerkily. "I’m in," he croaked, wiping his suddenly sweaty palms off on the knees of his pants.

"Okay," Xander felt the tension leave his body. God, he hated these recruitment talks, always expecting the potential Brotherhood member to hysterically laugh and ask why anyone would want him as their leader. He looked towards Frank Black and Sydney Bristow. "Thanks for your help and everything, but do you mind if I speak to the others alone?"

Sydney shot him a dazzling smile that practically set Faith to growling beside him. "Of course not."

Xander waited until the other two had walked out before turning back to the three volunteers. "Any preferences?"

"Not New York," Mattie and Dunn said in unison before shooting one another embarrassed looks.

"That’s okay," Tara put in. "New York’s taken anyway."

"Um," Michael raised a hand, the expression on his school-friend’s face tentative. "My grand-parents live in Dayton Ohio, I’d kinda like to see them again."

"Ohio?" Xander passed Tara the computer even as he looked towards the other two. "Any problem with Ohio for either of you?" He was relieved when both shook their heads. "And you don’t mind working together?"

Dunn shrugged. "We did okay here."

"Columbus has two teams of seven demon-hunters, Cleveland has two teams of six, Cincinnati has one team of eight, Dayton, Arkon, and Toledo each have a six man team." Tara’s brow furrowed as she looked up from the screen. "For some reason there’s no notable white magic coven reported in the Ohio area."

"Ha," Dunn slapped Michael on the shoulder, "we’ve got our own mage right here." Dunn’s face stiffened. "When do we get the funds you were talking about?"

"You’ll get the protocols etc as soon as we get out of the town," Xander promised.

"Yeah," Faith glanced at him, the brunette’s dark eyes filled with trepidation. "How do you figure on doin’ that anyhow?" Faith groaned at his nervous grin, full lips pouted. "I knew it, I hate you Harris."

* * *

"Sir! Sir! Sir!"

FEMA agent Douglas pulled his head out of the crate he was inspecting and turned to face the girl who’d somehow got beyond their cordon and to his truck, the rebuke he’d had planned dying on his lips.

The girl was maybe five six, certainly no taller, with bewitching dark eyes, full red lips, and a heart-shaped face framed by a thick, midnight mane. The girl had to be twenty-one at the most and was dressed in a pair of denim hotpants and black midriff top that looked two sizes too small and did absolutely nothing to hide every delectable curve. "W..what did y…you," he forced his eyes to meet the bombshell’s eyes and stop roaming her sinfully put-together curves, "w…want."

"My brother," the mystery beauty did nothing to help his concentration when she started bouncing on the spot, her expressive features filling with nervousness, "he’s stuck in a canyon down there!" the brunette pointed to his left. "He looks awful hurt!"

Douglas began turning in the direction the girl was pointing. "Where-." He gurgled as an arm wrapped itself around his neck, cutting off his oxygen in a split-second.

"Sorry ‘bout this," girl’s whiskey-tipped voice whispered in his ear. And then there was nothing but darkness.

* * *

Faith sighed as she lowered the unconscious man to the ground, her boy-friend and the others materialising out of the shadows. "For the record," she shot Xander a glare, "I hate playin’ the maiden in distress bullshit."

"Maybe next time I’ll find some rail tracks to tie you to."

Faith grinned at Xander’s joke, her irritation dying. "Try it asshole."

Xander flashed her a grin before looking towards Tara. "I need the badge right?" Xander queried as he knelt by the unconscious man and began stripping him of his FEMA overalls.

Dunn glanced at the unconscious man’s ID and raised an eyebrow as Xander started pulling on the overalls. "I hate to break it to you, but you look nothing like a bearded, middle-aged man with glasses."

"Doesn’t matter," Tara shook her head, "I’ll cast an ‘expectation spell’." Mattie and Dunn stared blankly at the witch. "The guards will be expecting a truck driven by a FEMA man called Douglas, so they’ll see a FEMA man called Douglas."

"Cool," Dunn shook his head, "I love magic."

Tara shook her head. "Magic shouldn’t be used as a crutch-."

"Tara," Xander hurried to the truck’s cab, Faith following behind, "what you’re saying is important, but the lecture has to wait until we’re out of here. Come on."

* * *

"Sir," Palmer looked up as David Trenton strode in, a worried expression on the National Security Advisor’s face, "I was wondering if I could brief you on the Cuttingswood situation."

"Of course," Palmer’s heart raced as he beckoned the older man into his office, "please take a seat."

"Thank you sir." Trenton hurried over and sat down. "FEMA and the CDC have secured the city, and it does indeed appear to have been a demonic attack." Trenton shifted uncomfortably in his chair. "One inadvertently caused by us."

Palmer blinked, a foreboding weight pressing on his chest. For a moment it was a struggle to breathe, but finally he managed a nod. "Go on."

"You’re aware of the Demonic Research Initiative?" Trenton queried.

"I wasn’t made aware until Faith foiled the attempt on my life, but go on."

"It’s not unusual for presidents to be unaware of the DRI, it’s the darkest of black operations," Trenton commented. "It was set up by President Theodore Roosevolt in 1904. He was the first president to be aware of the existence of demons and determined that we should have a force to fight demons independent of the Watchers’ Council."

"I’m aware of all this," Palmer impatiently interrupted. "What I’m not aware of how it ties into this disaster."

"Sorry sir." Trenton started at his gruff tone. "One of the ways it was determined the DRI could help protect the American people was by Project Keepsake, an ongoing mission since 1921 to secure by any means necessary any dangerous magical object and protect it from nefarious intent. In 1946 it was decided to fake an UFO incident at Roswell, New Mexico and create an ‘Area 51’ where the conspiracy theorists would believe alien experiments and the such-like were going on while in fact using the area to keep dangerous magical objects and books."

"And one such object fell into the wrong hands?" Palmer guessed.

"There was to be a drop-off of an object known as an Hellmouth-Box at Cuttingswood, but a group of masked men attempted to steal the object," Trenton licked his lips. Before the National Security Advisor had looked nervous, now he looked terrified. "Xander Harris’ group intervened and the object was accidentally damaged, causing it to leak open."

Palmer groaned. Why oh why couldn’t it be the last guy’s presidency they complicated? What had he done that had been so bad as to deserve this group of hellions slap bang in the middle of his presidency? "And the death toll?"

Trenton grimaced. "It’s still being counted, but over three thousand people so far."

Palmer uttered a silent prayer for the souls of the dead. "And FEMA and CDC have secured the area?"

"Yes sir," Trenton paused, Palmer shot him an inquisitive look. "But somehow Xander and his group sneaked out of the cordon."

"Of course they did." On balance he supposed that he was glad Harris and the others, especially Faith, had escaped, although he’d never admit it. "You still have your operatives of the ground, the ones that met Harris and his group?" Trenton nodded. "Good, I want their reports on Harris and the others on my desk by tomorrow morning."

"Yes sir," Trenton nodded.

"I trust we’re working on a cover-story for the media?" Palmer queried.

"Yes sir," Trenton nodded. "The PR people are working all night to see how we can spin it."

"Good," Palmer grimaced as he sunk back in his chair. His heart bled for the dead and he felt dirty even talking about spin after such a tragedy, but nor did he want or need the national and international panic that the truth would inevitably cause. Such was the role of a President unfortunately. "I want a relief fund starting immediately," he decided. "Put out the word to our contacts in the amusement world, there must be some way we can get a benefit for these people."

* * *

Simmons’ hands shook as he read the somewhat garbled report of what had appeared to happen in Cuttingswood. It had all been planned out meticulously, his team were supposed to grab the Hellmouth-Box, bring it back to base, and either reverse-engineer it so they could mass-produce it, or failing that, use it as a behind-enemy-lines prelude to the next conflict the US. found itself in – be that war be in Iraq, North Korea, or Iran. But of course Harris and his harem had had to get involved, and now even more than ever, the Mithras Brotherhood were very firmly in the NID’s crosshairs.

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