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Initiative	By : wright99 Category: BtVS AU/AR > FemmeSlash - Female/Female Views: 9187 -:- Recommendations : 0 -:- Currently Reading : 0
Disclaimer: I do not own Buffy the Vampire Slayer (BtVS), nor any of the characters from it. I do not make any money from the writing of this story.

Chapter List
- 11
- 12
- 13
The Initiative, Part 12

-1-

"Well, look what we got here, " Baker says to his companion, Fox, whose handling the prisoners. " Looks like we got us a raiding party. That's what you about? Trying to break out these jokers?"
" We're here because Lt. Commander Riley sent me here to check on the condition of the prisoners. These others are here as back up."
" Uh-huh," Baker says, raising his rifle, and pointing it at the group. " And exactly which turnip truck do you think I fell off of? The Lt. Commander warned us there might be trouble, some muties trying to bust these fellas out. Well, not going to happen, Jeeves."
" That's Giles. As in Dr. Rupert Giles. I'm part of the Initiative, you burke. Now, put that gun away, before the Lt. Commander finds out. Or, I think you might be facing a court martial."
" Know what, Giles? Not taking any chances," Baker replies, " You all put down those weapons, easy like. Then we're all going to take a little trip back to the staging area, and get this straightened out. And if I'm wrong, well I'll come over and apologize to y'all personally, ok?" His expression becomes grim. " Drop 'em, now!"
" Do it," Giles tells the others.
" Giles!" Buffy protests.
" I knew this was going way too smoothly, " Faith says.
" Do it!" Giles barks at them.
They put down their weapons, then stand up. All of them look discomfited.
" Now see, wasn't that easy?" Baker mocks them. " So, why don't you all just turn around, and get back in that elevator? And we'll take a little trip upstairs. Ok?"
The sound of clapping comes from behind them. Fox, startled, turns around and points into the hallway.
" Halt! Who goes there? Identify yourself!"
" Now, now, calm down, soldier boy, " A bleached blond man emerges from the shadows, followed by a tall, dark haired woman. " It's just old Spike. Me and the Missus wanted to see the show, is all."
" Oooo, Spike. Look at all the people. Are they nice people?" Drusilla asks.
" Well, some of them are, pet." Spike throws an arm around her.
" What're you two doing here, anyway?" Baker barks, still pointing his rifle at Giles and Co." Why aren't you in the transports already?"
" Now, now, don't get your knickers in a twist, mate. Had to attend to a little last minute packing, the missus did. After all, my Drusilla has to go out in style." Spike grins. "We heard the tussle, and popped out to get a peek, you know?" He approaches the group. " Isn't Head Soldier boy and the Doc gonna be all bursting with pride over your little bagging here, eh?"
"Stay right there!" Baker orders Spike. " Not trusting any of you mutant freaks. Damn. " he surveys the situation. " We all aren't going to fit in the elevator. We'll have to use the stairs."
" Actually, not seeing that as a big problem," Spike says. Before Baker can move, Spike has gone over to Fox, and breaks his neck. " See? One down, one to�"
Baker raises his rifle, but is hit from behind by Faith. She kicks him, knocking him off his feet. Spike comes over, and breaks Baker's neck also.
" Spike!" Giles yells at him, " What're you doing? You're not supposed to kill them!"
" Shut up, Rupert. Can't be having witnesses, now can we? After all, I'm not joining your little merry band of losers, you know." Spike takes the bodies, and heaves them down the hallway. " Anyway, when and if they're found, the soldier boys will figure you did it."
" Giles, what the hell is going on here?" Buffy asks, shocked at what just happened. " We weren't supposed to kill anyone."
" My, my, Rupert? Sweeping the dirt under the carpet, are we?" Spike turns to Buffy, " Didn't he tell you, pet? I'm his ' inside man' , so to speak."
While this is going on, Faith has moved over to the prisoners. She looks at Oz, who's staring at her like he doesn't know her.
" Ozman? You ok, cuz?" She hugs him fiercely. " Damn, I glad to see you!"
A veil seems to lift in Oz's eyes.
" Faith? I never thought I'd see you again, " Oz returns the hug." God, I missed you!"
" Well, isn't this sweet?" Xander, who to now has been silent, speaks. " Freak to Freak love. Gee, incest anyone?"
" What the hell is HE doing here?" Faith growls, breaking the hug with Oz. " Where's Cordelia?"
" Cordelia?" Oz looks puzzled. " I never saw Cordelia."
" Cordy?" Xander pipes up, " Oh yeah. I think they took her out and cut her into teeny weensy little pieces, you know? I heard her screams," He grins," I just get sooo hot when she screams."
" You son of a bitch!" Faith grabs Xander, lifting him off the floor. " You wanna hear screams? I make you scream, you fucker!"
" Hey, chill.. chill out Dyke-O," Xander sneers at her. " Cordy was never here, you moron. I was just yanking your chain, freak!"
Faith, still angry, throws him down on the floor, hard.
" Takes one to know one, I guess, " Oz mumbles.
" What?" Faith turns to him.
" Xander? He's a freak too. He's a mutant, just like us!"
" I am NOT!!!" Xander, in total denial, shouts. " I'm nothing like you freaks."
" What're you talking about, Oz?" Faith can't believe what she's hearing.
" The guards. They said so. He's just another one of Maggie's Zoo� except he's a failure, I guess."
" I AM NOT!!! I'M NOT ONE OF YOU!!!"
" You got that right, loser, " Faith says, coming over to him. She kicks him. " Shut up!"

" Giles, I'm not getting this, " Buffy says, away from Faith and the others. " Spike is the inside guy?"
" That's the facts, Pet," Spike puts in, " I'm the mole, so to speak. Which reminds me, Rupert. Did you bring the rest of my money?"
" You paid him?" Buffy is amazed.
" You bet your blonde hair on it, luv. What? You think I did this out of the goodness of my heart?" Spike chuckles. " No, I'm a bit too practical for that." He holds out his hand. " So, Rupert, pay up!"
" I told you before, Spike. I'll pay the rest when we're out of here."
" No deal, Rupert. I'm not going along with you losers, remember? Pay now, " Spike pulls a two way out of his pocket, " or I'll just call in the reinforcements. I'm sure they'd love to lay their hands on the people who killed their men."
Giles sighs, and reaches into his coat pocket. He pulls out an envelope, and hands it to Spike.
" Count it if you wish, " He says.
" Plan on it Rupert. Better all be here, or�" He waggles the radio.
" What about that other thing we discussed. Do you know where it is?"
" Right� just a mo� still counting here." Spike riffles through the bills. " Ok, then. All here. Yes. It's down the hall, third door on the right. Better hurry though. Never know when the cavalry will show up." He looks around. " Dru? Drusilla? Where'd you get to, pet?"
Drusilla is standing over by Willow, who's looking a little freaked by the proximity of her. She's waving her hands around Willow.
" Oooo.. Spike, look at her. Look! Our little Willow is all glowy, all shiny." She places her hands on Willow's shoulders, which almost makes Willow jump out of her skin. " Something special and secret about you, dearie."
Willow, afraid to move, gulps. " Really?"
" Oh indeed, love. Something just cries out from you. Do be careful, won't you?"
" I'll try!" Willow smiles, nervously.
Drusilla starts to snap her fingers, " the stars will sing for you, love. It'll pop, and stop, and pop it will."
" Aaahhh�" is all Willow manages.
" Now, Dru, leave the nice little bit alone, " Spike comes over, putting an arm around Drusilla and leading her away. " Look at all the dead presidents, Dru. We'll by you something pretty and shiny, what say?"
" Oh yes, Spike. I'd like that!' Drusilla walks ahead of him, in her own little world.
"Sorry 'bout that pet. She gets that way sometimes. She seems taken with you, " Spike smiles at her." Don't worry, she's harmless� mostly." Chuckling, he walks away.
Willow breathes a great sigh of relief. I gotta get out of here, now!
Faith is trying to free Oz, with little success. " Damn. Where's the key, Oz?"
Oz nods at the bodies Spike threw down the hall. " I think the one called Baker has them."
" Really?" Faith makes a face. She walks down the hall, and kneels down by the body of Baker. She gingerly searches his pockets, finally coming up with a ring of keys. She hurries back to Oz.
She tries out various keys, finally finding the one for the cuffs. She unlocks them, and removes the waist belt.
" God, that feels so damned good!" Oz says, shaking out his arms. " They've had me chained to the floor since I got here. I'm sore as hell."
" Well, how else do you chain a dog, dog-boy?" Xander cracks.
"All I know is, I'm unchained, and you're not," Oz gloats.
" Let's get outta here, Ozman. We got a van upstairs�"
" Hey, what about me?" Xander suddenly realizes they're going to leave him chained here.
" What about you, loser?" Faith says, leading Oz away.
" You can't leave me here, like this. Let me out of these chains. Please," Xander is starting to panic.
" Really? Watch me!"
" Please! I'm sorry�I can help you!"
" Fuck off, creep."
" Faith, let him out." Oz says quietly.
" No way, Oz! That � bastard has done nothing but make our lives miserable. He can rot for all I care."
" You're right. He's a prick, and a bastard. But he's one of us, like it or not, " Oz asserts, " and if those scientists get hold of him, their going to cut him up. He doesn't deserve that. No one does."
" I'm not so sure�"
" Thanks Oz, you're the best! Please, he's right. They'll cut me open and � please!" Xander is near tears.
" Alright, just stop begging. God, you're nothing but a fucking coward."
Faith walks over, and unlocks Xander's cuffs. She helps him out of the waist belt.
" Thanks� that's better." Xander says, stretching his arms.
" Whatever, " Faith turns back towards Oz.
Xander frowns, then sneaks up behind Faith, hitting her from behind. He grabs the laser gun she's carrying.
" Bitch. Been wanting to do that for the longest time." He turns the gun on the rest, and starts backing towards the elevator. " First one of you mutant that moves? Gets it. I'm outta here, losers. And when I get topside, gonna so tell them what happened and where you are." He backs into the elevator, and pushes the button. " bye - bye, suckers!"
The doors close on him, and the elevator starts it's upward journey.
Faith, stunned, holding her head, stands up." What the fuck? Did that creep just hit me?"
Oz comes over to her. " Sorry, Faith. I didn't know he'd do that."
" Giles, we've got to stop him!' Buffy says, " he'll give us away!"
Giles just smiles.
"What?" Willow asks, not understanding.
" Remember what I told you coming down? Unless he's able to pass the voice ID, the elevator will stop, and release knock out gas. And I know for a fact his clearance has been removed. He's not going anywhere." Giles looks at his watch again. " We have to speed this up. We'll take the stairs back up. Faith, you and Willow take Oz to the van. Buffy, I need you to come with me."
Giles starts down the hall.
"What's going on? What's he after?" Faith asks, watching Giles turn into the third room on the right.
" I dunno, " Buffy shrugs. " Go on. We'll catch up."
Faith and Willow, helping the weakened Oz, exit through the door leading to the emergency stairs.
Buffy runs down the hall. As she reaches the room before the one Giles turned into, she stops. She feels a pull, as if there's something in there she needs to see. She walks to the door, and leans on it, listening. Hearing nothing, she tries the knob, but the door is locked. She tries to break the lock, but can't. She lets out a frustrated little whine. She needs to go in there�
" Buffy, " Giles looks out from the room he's in. " I need some help here!" He pops back inside.
Buffy takes one last look at the door, then joins Giles in the other room.
" Holy crap, Giles. What's going on?"
Inside the room, a body lays quietly on what looks like a surgical table. It's wired up to various machines. For a second, it looks like an accident victim in the hospital. But the machines aren't life support. At least, not human life support.
" This is what's left of what I believe to be Anne Price, " Giles says over his shoulder. He checks the machines, and nods." We have to get her out of here."
" Her? That�s a her?" Buffy comes closer. She sees a vaguely feminine form under the sheet on the table. " But that� is it alive?"
" In a way, Buffy, " Giles says. He pulls something out of his coat, and plugs it into the body. " She � it� is an android. A very advanced android. I believe she was created by Ethan Rayne. We need to study her. She might provide some clues to what Maggie has planned."
" Giles, what's the deal, anyway? I mean, I know you're all science guy, I guess. But I'm thinking we don't have time for this. We need to get our very human butts out of here before we get them shot off."
" Buffy, it's important. Trust me on this one. Now, we need to carry her out. I have her on temporary power source. It's just enough to keep her systems functional and not lose data. No more. So, help me lift the stretcher here, and we'll carry her out."
" Whatever, but I'm not liking this."
Together, they lift the Anne- bot and the stretcher, and start out of the room. They move down the hall, then stop at the door leading to the stairs. Struggling a bit, Giles manages to get the door open while holding his end of the stretcher.
" You know, Giles. If you need a date, I'm ok with you dating my Ex-mom. You really don't have to go to this extreme."
Giles just gives her a disgusted look as they disappear through the door.

-2-

Upstairs, things have heated up.

Faith, Willow and Oz crouch by the front windows of the clinic, peering out. The van has been surrounded by a fire team of soldiers. They approach it cautiously.
" This isn't good," Willow whines, " this just isn't good."
" Where's fang, I wanna know?" Faith stares at the van. " I don't see him in the driver's seat."
" Maybe they already got him?" Oz puts in. He looks nervous. " You shouldn't have come for me. Now you're just going to be captured too!"
" Don't even, Oz. No way I was leaving you here." Faith dismisses that thought.
" What're we going to do?"
At that moment, Giles and Buffy, carrying the stretcher between them, come into the front of the clinic.
" Get DOWN" Faith makes a motion with her hand.
Buffy and Giles crouch down. Giles crawls over to Faith.
" What's going on?"
" Dunno. Got here, ready to go outside when I see a bunch of the soldier types show up, looking not too happy. Ducked back inside, but I think we've been spotted."
" Damn. There's no other way out that I know of. I think we're�"
Suddenly, the van roars to life. Angel pops up in the driver's seat, grinning. The van pulls out, and head straight for the front of the clinic.
" What the hell is he doing?" Giles, surprised, stands watching the van approach.
" Geeze� get away from the windows� now!" Faith yells out.

Everyone jumps out of the way just before the van comes crashing through the front of the Clinic. Glass, pieces of the wall, and other debris fly everywhere. The van halts halfway in the clinic. The side door opens.
" C'mon, no time. I surprised them, but they're gonna be coming on fast," Angel shouts, motioning the others to get in.
" HALT. YOU CAN'T GET AWAY. YOU'RE SURROUNDED!"
" C'mon, c'mon no time, " Angel is helping Giles load the stretcher in the van as the others scramble inside.
A laser blast narrowly misses hitting the van. Another is fired, and hits Willow in the shoulder.
"FAITH!" Willow cries out, as she's spun by the force of the blast.
Faith runs over to Willow. She crouches by her, holding her.
"We gotta go now!" Angel guns the van's engine
" C'mon baby, " Faith says, but Willow's lost consciousness. " Shit� go on, go! We'll catch up!" Faith tries to revive Willow.
" We can't leave them!" Buffy cries out.
" We can't stay, either. Those guys are getting too close." Angel grins wickedly, " but we can at least slow 'em down a bit."
He guns the van, and throws it in reverse. Swerving around, he backs towards the soldiers. Startled, they try to jump out of the way, but Angel manages to hit a couple of them. The others raise their rifles to fire, but he throws the van into drive and speeds away.
A few of the soldiers not hit by the van start after it, firing but missing. One however, looks in the clinic and sees the girls. He goes towards them.
" All right you, no tricks. Get the fuck up now!" He yells at them.
" She's out, she can't get up," Faith growls at him. Her voice doesn't sound entirely human.
" Fuck you, freak. Get her up, or I shoot her."
The stress, the anguish she feels, the anger overwhelm Faith. Not caring, she lets go and the change that's been lurking below the surface happens.
" What the hell?" The startled soldier backs up.
Faith's body elongates, and her hands change into claws. Her whole body is covered by fine black fur, and her face elongates into a cat like form. It feels like forever to Faith, but the change only takes seconds.
" Jesus Christ. What the fuck ARE you?" The soldier, nearly wetting his pants, scrambles to turn and run.
Faith is on him in a second. She is huge, nearly eight feet long tip to nose. Her paws are the size of saucers. She rams into the soldier, knocking him off his feet. He lies face up, and Faith stands over him, growling low.
A couple of soldiers appear, having given up chasing the van. They see the huge panther, standing over their comrade, and raise their rifles to shoot.
" Watch out!" Willow, recovered from her faint, calls out.
" Kill it, dammit, kill it!" the soldier, lying on the ground under Faith screams.
The two hesitate. They have strict orders not to fire on the mutants. Not with lethal weapons, anyway.
" It's going to kill him!" One of the soldiers says, raising his rifle. " We got no choice."
But neither gets the chance to fire. A red streak hits them, knocking them over like bowling pins. Willow, wounded, and stressed, seeing Faith about to be shot, changed into her cat form. Faster than thought, she leapt at the two soldiers, knocking them over.
Faith, instinctively sensing a connection with the red cat, roars at her. Both cats leap away, running as fast as they can.
The soldiers, stunned, still struggle to get up. One raises his rifle, aiming at the departing felines. But his shot misses, and the two large cats disappear into the darkness.
" What the hell just happened?" One of the soldiers, getting up, stares in the direction of the departing cats." Did you guys see that?"
" See what?" His partner, also getting up, brushes himself off. " I didn't see jack after that van took off."
" What're you talking about?" The third one, the one Faith knocked over, cries." Those�freaks� changed into � monsters or something."
The second one looks at him, shaking his head. " Right, and you're going to write in your report that you watched two girls change into monsters, huh? And how're you gonna explain that to the Lt. Commander?"
"But� but�" the first soldier, still staring into the darkness starts to protest.
" Shut up. This is how it played out. The freaks stole the van, busted into the clinic and got their freaky friends, and after running down a couple of our guys, high tailed it out of here. We chased them, but we lost them. Nothing else happened."
" But I saw them change�" the third soldier complains.
" You saw NOTHING. Get it?" The second soldier gets in his face. " Nothing at all. Clear?"
The third soldier, still shaking, nods.
" Ok, c'mon and let's check the other guys. Man, this is one hell of a mess."

-3-

" We gotta go back!"
Oz is up, leaning between the front seats where Giles and Angel are sitting. His normally detached, cool demeanor is gone; his face is a mask of worry.
" He's right," Buffy says from the back, " We can't just leave Faith and Willow there."
" We can't go back. Not now. If we do, we'll all be captured," Giles says, practically minded, " besides which, Faith is very resourceful, as is Willow. I'm sure they'll get away."
What he doesn't tell them is that he saw Faith start to change as they pulled away from the scene.
" Against blaster rifles? Where'd they get those things, anyway? I thought that was science fiction." Angel puts in.
" Top secret hush-hush government thing, " Giles says cryptically," they've had them for a couple of years."
" Stop it!" Oz , angry, grabs at Angel's, to try to force him to turn around.
A low growl emits from Angel, and his face vamps out.
" Christ!" Buffy says, surprised. " Giles, I thought you said he wasn't a real vampire!"
" What? What're you talking about?" Angel feels his face, and the lumpies going on with his brow, " Giles?"
" Well� we had to make it convincing. Dr. Walsh altered some of your genes so that would happen. And to give you a taste for blood, so you wouldn't vomit every time you ate." He shrugs, " but the rest? Not real."
"What else did you people do to us?" Oz says, bitterly, " made me into some kind of wolf killing machine�"
" Willow's a cat, " Buffy says.
" Huh?"
" Some kind of wild cat� big� all red� kinda pretty actually, when she's not scaring me out of my panties, that is, " Buffy shudders at the memory of the other day.
"Dammit" Oz curses, looking at the stretcher in the back. " Why do we have that" he points that Anne-bot"� and not have my cousin here?"
" That, " Giles says, " might be the way to stop Maggie in her tracks. Her and Ethan. I suspect that now that the Government has shut down the Initiative program, she might be looking for a new partner. They may have joined forces, and there's no telling what that might bring about. I need to study it, and find a way to access its memory chips. There might be some answers we'll need in there, in the coming days."
" What're you talking about, Giles?" Buffy asks.
" Do you really believe the government, or Maggie for that matter, is going to leave evidence of its experiments running around? Especially evidence that can talk to the press?"
A silence descends on the van as the significance of his words sinks in.
" That still doesn't save Faith and Willow, " Oz breaks the silence, "turn this damned thing around, or�" He snatches up a rifle, aiming it at the bot. " I'm gonna blow that thing into bits."
Buffy kicks at his arms, causing him to drop the rifle. He scrambles for it, but she gets it first. She bends it into a U shape, then pins Oz to the floor.
" Oz, calm down, " Buffy says, gently.
" I'm not going to let them kill her. I'm not!" He struggles against her strength, but realizes finally it's a lost cause. " Please, Buffy, we've got to help her."
" Oz, Faith's smart, and she's strong," She grins ruefully, " just take a look at my face if you don't believe it. She'll get away� and we'll help her, if we need to."
"We're not abandoning her Oz. We just need to get to a safe place, to regroup, " Giles says." Once we do, we'll plan how to rescue her�like we rescued you."
" Why don't I believe you?" Oz asks, cynically.
" You just have to trust me on this, " Giles replies.
" Yeah, like that's going to happen."

-4-

After running from the clinic, the two large cats enter the woods surrounding UC Sunnydale. Moving stealthily, they gradually blend into the trees, going deeper to throw off any possible pursuers. Every so often, Faith stops, sticking her nose into the air, trying to pick up any human scent. Sensing none, she leads Willow deeper into the woods, finally coming into a small clearing.
Willow, exhausted from the flight, and wounded, lays down on the grass in the clearing, panting. She attempts to lick the wound on her shoulder, but can't quite reach it. Faith, after scouting the clearing, and not picking up any human scent or noise, comes to her. She noses at the wound, and tentatively licks it. Willow makes a soft mewling noise, and licks Faith's face, encouraging her to continue.
The wound is already well on it's way to healing. In their animal forms, they heal faster. It's part of the design Dr. Walsh gave them. It's a means of protection, and a way to hide while injured or in trouble. Faith's tongue washes the remains of the wound, Willow softly purring.
When she finishes, she lays down next to Willow, her head resting on Willow's back. They lay still for awhile, the only thing moving are Faith's ears, as she listens for intruders or trouble. They just like being together, however they're shaped. Willow rolls over finally, and playfully bats Faith with her paw, claws retracted. They soon are in the middle of cat play, rolling and tussling like kittens. Sharp mewls, little growls and grunts punctuate their play. They feel free; freer then they've ever felt before.
The mood changes however, becoming more serious. The bites and scratches become a kind of foreplay between them, each sensing the beginnings of arousal in the other. Willow moves away, and lying on the ground, raises her rump, presenting herself to Faith.
Faith comes up behind her, sniffing her rear, becoming more excited. Her excitement becomes obvious, and she mounts Willow, clawing Willow's back as she inserts herself into Willow. Both grunt and growl as their excitement grows, Faith humping Willow in an increasing frenzied pace. Their bodies move in sinuous rhythm as they near the point. Faith feels the explosion building in her, and in a sudden release, her seed flows into Willow, who growls approvingly. They continue to rock together as Faith pumps more of her semen into Willow. Finally, spent, she withdraws.
Both cats lay on the ground, side by side. In very un-cat like behavior, they seem to snuggle together, each resting against the other. Soon they drift quietly to sleep.
Dawn is just an hour off when Faith raises her large head off the ground. She smells the air, ears moving like radar, but senses no one close. Nudging the sleeping Willow, she rises to her feet, and paces around the clearing, checking all directions.
Willow yawns and stretches, her wound from the evening now a mere scar in her fur. Romping over to Faith, she rubs up against her, as if claiming her as part of her territory. The two large cats stare into each other's eyes, as if communicating silently. Their tails twitch back and forth, and finally, with Faith leading the way, they leave the forest clearing.
It's time to go home.

-5-

" When are we going to go looking for Faith and Willow?"
Oz is pacing around the 'safe house' Giles has brought them to after the raid. It's the morning after the raid, and they've slept little. Oz, not at all, worried about Faith and what might have happened to her. It shows in his eyes, which are beyond the point of bleary.
Giles and Angel are hunched over the Anne- bot, trying to figure out how it works, and trying to take readings of it's ' vital signs' via the device Giles attached to it's chest.
Buffy is at the window, looking out onto the street. She's scanning the area, hoping to see some sign of their missing companions.
"I'm with Oz on this one, " Buffy says, looking into the room, " we're going to have to go looking for them. They might be trapped somewhere, or hurt�and can't get back." Her face gets a pouty, impatient look." Do you guys even care? That they might be hurt out there and alone?"
Giles looks up, impatiently. His temper isn't improved by a lack of sleep. " Of course we care, Buffy. But we can't go out right now, willy-nilly to look for them. There's every chance that the Initiative is still around, looking for all of us. Will it help if we all get captured?"
" Not going to get captured, Giles," Buffy snaps at him, " but I'm also not going to just sit here and wait around doing �"
A crash from the front room stops the conversation. The four of them look at each other.
" Does anyone else know about this place, Giles?" Angel whispers. He starts to move slowly towards the front room.
" No� it's a secret, " Giles replies. " At least, I thought it was."
Angel motions to Buffy and Oz to follow. He moves quietly through the doorway, disappearing briefly from sight. Oz and Buffy crouch by the doorway, awaiting his signal.
Suddenly he's back, and his normally pale face is almost colorless. He looks at Giles, his mouth working.
"What? What is it, Angel?" Giles, puzzled by his reaction, walks to him.
" I think Willow's home�and she brought a friend with."
" What're you talking about, Angel?" Buffy asks, " you think she's home? What's that supposed to mean?"
Angel just points towards the front room.
The other three move cautiously through the doorway, entering the front room as quietly as possible. In the dimness, they can make out a couple of shapes moving around. Finding a wall switch, Buffy turns on the lights.
" Oh, shit!" She squeaks as the ' visitors' are revealed.
Sitting quietly on the front room carpet, tail twitching is a large reddish furred cat. It stares at the three of them, cocking it's head to one side, then the other as if trying to recognize them. But what catches their attention is the cat sitting next to her.
It must be almost 5 feet tall, sitting down, It just stares at them, ears twitching and tail swishing. It is the largest thing they've ever seen.
" What the hell is that?" Oz says, in wonder.
" I think the red one? That's Willow. And if all follows�" Buffy backs up a step, " the big one? Is Faith."
"What the hell are you talking about?" Oz turns to Buffy, confused. " That's Faith� that?" He points at the large black panther.
A growl rumbles in the large black cat's chest. Oz puts down his arm.
" I think she's hungry�" Buffy swallows noisily. " Hope not for �"
But even as the words leave her mouth, something happens to the two cats. They start to change, their bodies shortening, the fur retreating, and their heads and paws taking on more human aspects. There is the sound of firecrackers popping as their bones shift into human form. In just a minute, where two large, hungry looking cats were sitting, two rather smaller, naked women are sitting. Faith quickly shifts around to hide her anatomical anomaly.
" Uhhh�" Willow croaks, her voice dry and hoarse, " think we can get some clothes here?" She blushes, trying to cover the more intimate places on her body.
" Yeah, that'd be good, real good, " Faith's hands are strategically placed to cover something she would have a hard time explaining to Oz, or to Giles.
Buffy ducks out into the other room.
" Faith� it is you!", Oz, glad to see his cousin alive and well, starts over towards her.
" Whoa up, Oz. Love you and all, but not that way, " She chuckles, embarrassed.
" Yeah, naked cousin. More than I needed to see.. ever, " Oz covers his eyes. Giles and Angel have already discreetly turned away.
Buffy returns, carrying two blankets with her. " Sorry guys, thought you'd want something fast. " She brings the blankets over, draping them over the two. She can't help but try to get a glimpse of Faith." This should work for now, until I get some real clothing for you."
Buffy looks at Willow, and her brow furrows. " Hey, I thought you got hit last night?" She is staring at Willow's shoulder, but there's only the faintest scar present.

" I did. Weird, huh? I guess we heal quicker in our animal forms, " Willow says looking at her shoulder.
" You remember being a � whatever you are?" Buffy asks , surprised. " you didn't the other day."
" Kinda� I mean, I remember getting hit at the clinic� then kinda things are fuzzy, but I know we were in the forest� and then � well, here I am."
" What's going on?" Oz asks, puzzled. " you guys all turn into animals, too? I mean� I thought I was the only one. Me and Veruca� and I thought that was just me imagining it because I was nutso �"
" You didn't tell him? About what we are?" Faith turns to Giles accusingly.
" I haven't really had time, Faith. Running for our lives rather took precedence."
" About us? What that's supposed to mean?" Oz looks at the group. " What about us?"
" Giles!" The other four turn towards him, speaking at once.
" Come along, Daniel," Giles takes Oz by the shoulder. " I think we have some talking to do."
The two of them walk into the dining room.

-6-

" Well, well. You lads seem to have bollixed things up proper, now haven't you?"
Ethan Rayne was seated in his study, dressed in his silk robe, talking on the phone. Despite the mild manner of his voice, his face revealed how angry he was.
" Yes, I do understand how a handful of misfits can just waltz into what is supposed to be a secure government facility, and not only somehow free the prisoners, but somehow make an escape under your noses." His tone is dripping sarcasm. " Dr. Walsh will have a meltdown when she learns of your incompetence. She was very much counting on having those two available for further study, " He listens briefly. " No I don't think it will matter that you almost captured two of them. What's that American saying? Oh yes, " Almost doesn't count except in horseshoes and hand grenades." Well, something like that, anyway." He sighs. " Well, there's no help for it now, I suppose. Just collect whatever you can salvage, and get to the estate pronto. I believe we'll just have to accelerate the schedule on " Operation Clean Sweep" now, all considered. Yes, very well. I'll see you in an hour. Goodbye!" He hangs up the phone.
Leaning back as if to think, he face takes on a dreamy, almost abstracted quality. His face flushes a deeper red, and his breathing becomes more ragged and labored.
" Oh yes� indeed� yes, that's very fine. Yes, just like that�mmmm� well� yes�yeeesss� Mmmmmmm"
His body shudders, and for a brief moment it goes stiff. Then he relaxes, leaning back in his chair, and sighs contentedly. His eyes are half closed, and he's smiling. He looks under the desk.
Kneeling there is Xander, dressed in a sub costume of chains and a pair of Speedos. He looks up at Ethan as if for approval.

" Yes, Xander, my boy. You seem to be quite talented in that area. Very well done, indeed, " Ethan praises him, as he reaches for a tissue from the box on his desk. Leaning over, he careful daubs off his semen running out of the corners of Xander's mouth. He then pushes back in his chair, motioning to Xander to stand up. " Now my boy, why don't you go and find something useful to do? I have some business to attend to."
Xander doesn�t look Ethan in the eye, rather his eyes are cast down.
" Thank you, master, " He says humbly.
" Well, you are most welcome, my boy. Now, aren't you glad I rescued you out of that elevator?"
" Yes sir."
" Good, now run along, " Ethan dismisses him with a wave. Xander walks out, his hands still bound in front of him. " Oh, and have the maid unlock those for you. She has a key."
After Xander exits the study, Ethan picks up a small black bag sitting behind his desk, and walks over to one of the bookshelves lining the walls. Touching a button hidden behind one of the books, the shelf opens slightly, revealing a passage behind it. Walking into the passage, Ethan touches another switch, and the bookshelf closes behind him.
Ethan hums a little tune to himself as he makes his way down the passage. He's feeling cocky in more than one respect. He realizes that within days, his plans are going to start to be on the road to fruition. All he needs is access to Dr. Walsh's methods and research, and he should be able to see his dreams of being rich beyond measure come true.
Of course, that harridan Walsh could be a bit of a problem. She tends to be a bit stubborn, and I'm sure she has her own ideas about her research. Well� if trouble occurs, we'll just have to burn that bridge when we come to it, won't we? Ethan has no qualms about terminating the partnership with Walsh after he gets what he wants. After all, he didn't make his money by being soft, now did he?
He comes to a door, and gently presses the release to open it. He steps into a room behind the door.
The room is evidently a woman's bedroom by the color and decoration. He walks further into the room, and can hear the shower being turned off in the private bath off the room. He smiles, setting the bag on the vanity next to the bath.
Out comes Cordelia Chase, her body wrapped in a towel. Things have changed about her; some obvious, some more subtle. Her hair, once raven black, is a pale platinum color. Her face and body have also taken on some subtle changes. Her figure, once full bordering on voluptuous, has thinned out a bit. It's more athletic, more svelte. Also, the planes of her cheeks have changed, along with the angles of her face.
" Hello, my dear," Ethan says softly, taking in the woman before him.
" Ethan! I didn't expect you so soon. You startled me."
" You like?" She models for him , turning around. She giggles.
" I very much like, my love, " He opens the bag, and removes a hypodermic. " Are you ready for your treatment?"
" Oh yes, Daddy, please!" Cordelia sits at the vanity. She puts out her arm. Ethan carefully daubs her arm with alcohol, and after checking the hypo, injects her with the fluid. She smiles prettily, her face taking on a dreamy expression.
Ethan has injected her with nanobots suspended in a solutions. The industrious micro- robots are of a special breed. They were developed to work on organic subjects and to affect subtle physiological changes in the recipient. This particular series were developed to change the subject physically, mentally and emotionally, patterning her into a copy of his beloved Anne.
Ethan steps back to admire the work, realizing that very, very soon he will have his beloved back in his arms, and in his bed.
" Now, my dear, it's time we did something with that lovely hair of yours. I have a style that will just suit you."
" I'm always amazed at how talented you are, Ethan. I never knew you did hair styling."
" Oh, my dear, you'll find I'm a man of many talents."

-7-

" Wow, " Willow says, looking down on the stretcher bearing the Anne-bot. " This is totally cool!" She looks up at Giles and smiles. " Where'd you get it?"
It's late afternoon, and after some rest, Willow seems to be her old self again. She saw the robot on the table and immediately had to see what it was about.
"Actually, we retrieved this at the same time we rescued Oz," Giles says, taking a measurement from the little box attached to the bot.
" Yeah, and almost got you killed in the process, " Faith says, frowning. " You playing around finding this thing almost cost us big time, Giles." She's still burning about Willow getting shot during the rescue mission.
" Faith, don't be a poop. I'm fine now, " Willow says, fascinated by the robot. She's always had a thing for robots. " So, how does it work?"
Faith shrugs, and shakes her head, walking away from the two ' mad scientists' in the room. Isn't that just so her? She nearly gets killed, but show her a shiny new toy, and she's all excited.
" Actually, I was hoping perhaps you could help us figure it out. I believe this is one of Ethan Rayne's creations, and I suspect there is a lot of information we could mine from it, if we could figure out how to activate it again."
Buffy, who's been watching the two of them fussing over the bot, hands Willow a large manila envelope. " We found this sitting by the thing there when we retrieved it. We picked it up, hoping it would tell us about �it, but so far, we can't make head nor tails of it."
Willow takes the envelope and carefully extracts the contents . there are two items in it: A small foil wrapped chip, about the size of a dime, and a large manual. On the cover the manual reads:
Activation and programming manual for the D.A.W.N. Processor.
" Hmmm, " Willow says, opening the manual. She starts flipping through the pages, stopping here and there briefly , as if finding a particularly interesting passage. After about 10 minutes, she puts the manual aside, and takes up the chip.
"Well, if I read this correctly, this little chip is the main processing circuit for the robot's neural network. In short, you might say, I have the bot brains right here in my hand, " She chuckles," Kinda small, isn't it?"
" That's the main processor?" Giles asks, fascinated, " I would've expected it to be larger, considering the complexity and sophistication of the android."
" Yes, well, I guess size doesn't matter, does it?" Willow grins. " Nice thing is? This is a spare, and un-programmed except for the most basic functions. Essentially, we can replace the current processor with this one, and program it to well, essentially, dump its memory to us." She opens the manual again, and flips through it till she comes to the section she wants. Laying it on the table, she scans the instructions briefly, then turns to the bot.
" According to the directions, her neural chip should be located here." Willow runs her finger along the Anne-bot's left brow ridge. Her brow furrows, and she turns to the instructions again. She goes back to the bot, and moving her finger a quarter of an inch up towards the hairline, runs it along the skin again. She smiles when a small whirring noise happens, and a slot opens up in the side of the bot's head. A small drawer comes out, with the old chip in it. " Ah, there it is!" She gingerly takes the old chip, and sets it aside. Ripping the bag, she takes out the new chip, and places it the tray. She touches the spot on Anne-bot's head, and the drawer closes, the slot closing in the head. Willow turns back to the manual, and reads a few more pages carefully.
" Let see, " She moves down the bot, until she comes to the area just below the clavicle. " Ok, should be here." She pushes in a spot just above Anne's cleavage, and a door seems to open in her chest. It reveals a keypad, containing numbers, letters and some odd looking symbols. " Ok then" She consults the book one more time, then starts keying in a sequence. When she is done, a small green light on the keypad glows, and there is a small audible beep. Then nothing.
" Hmmm� that should've done something." Willow's brow furrows. She turns back to the manual, and reads it again. " Oh dear, how silly, of course." She turns around, her cheeks a little pink with embarrassment.
She moves back to the bot, and reaching around the side, just above the left hip, presses into a small depression. Another green light appears on the keypad, and then the door automatically closes. A series of tones sound, and then one long beep occurs. The bot's eyes flicker, and then open. It moves it's head back and forth, then sits up.
" Hello. Where am I?"
To be continued
- 11
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- 13
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