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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
- 7
- 8
- 9
Disclaimer: M/F and F/F coupling violence and squeamish themes

Desription: A totally A/U story of a sligthly different sunnydale

Feedback: please i really want to know what you think

A/N: for those of you who have been waiting on some Faith/Willow action and you know who you are. well it's here. they do get together but you have to remember faith is a very special girl so it might not be what you expect. read at your own risk

Initiative, Part 8

-1-
Friday afternoon, in the Initiative Lab located below the UC Sunnydale Campus.
Dr. Walsh is reading a report at her desk. Her face is unreadable. She finishes the report, closes the folder and looks up at Lt. Commander Finn, who's standing by.
" Well, this is not good news, but it confirms our suspicions. Veruca is definitely involved in the recent murders in Sunnydale. Her DNA has been found in a number of the victims." She stands up, exhibiting a restlessness. " This couldn't come at a worse time. I've also had reports that Ethan Rayne has something brewing� and it'll probably go down tonight. Whatever he's up to, it doesn't bode well for the Project. He has to be stopped."
" I can assign a couple of fire teams to locate him, bring him in. Stop him before he can cause trouble," Riley volunteers.
" Right, and with his resources, he'll create a stink that'll probably put a lid on the project permanently. No, we have to catch him in the act. Which means, whatever he's up to, we have to have a number of troops patrolling Sunnydale to keep things from getting out of hand." She stops and faces Riley. " All leaves have to be cancelled. With the Veruca problem, and Ethan Rayne, we'll need everyone involved." She frowns. " that includes Spike and Drusilla."
Riley's face tightens. " They're not going to be happy."
" That's really too bad," Dr. Walsh is in no mood for arguments. " We have a situation brewing, and they have to fall in line and get on board. There'll be other parties�"
Riley doesn't reply. At least, not out loud. That's not the point. They're already cranky. Now, with their ' fun' cancelled, they're going to be a pain to try to control. Means I have to assign a couple of men to babysit them. God, why does she want them along, anyway?
" I want Spike and Drusilla to be used to locate Ethan Rayne and whoever he's working with. Send a team with them to help subdue him. But make it clear they're not to move until the do some overt act."
Riley nods.
" Use another team to track Veruca and Oz. Make sure they're armed with Trank rifles and stunners. I don't want them dead, unless there is no other way to neutralize them. Remind them this is a bag and tag, not a seek and destroy."
" Yes ma'am"
" The rest of the men I want on patrol Sunnydale. Make sure things remain as calm as possible, and put down any trouble as soon as they can. Fortunately, because it's close to Halloween, they won't be so obvious in uniform. Still, remind them not to mix with civilians unless it's absolutely necessary. Understood?"
" Got it."
" One final thing. Have Dr. Giles accompany the team with Spike and Drusilla. Since he's familiar with Ethan Rayne, he might be useful in locating him."
She turns back to Riley, and notes the strain on his face.
" I'm sorry, Riley, I know this is a lot to put on you on short notice. But � I have no choice. These things have to be contained. I have every confidence you'll keep the situation from getting out of control."
Riley wished he shared her confidence, but he didn't express any reservations. Instead, he saluted.
" Don't worry, Doctor. We'll keep a tight lid on things." Turning on his heel, he left her office.
Maggie Walsh watches him leave, and walks back to her desk, picking up the phone to call Giles to apprise him of the situation. She has her own reservations about tonight.
I just hope your right, Riley. I hope you can keep the everything in control.
Or it�s all over here.

-2-

" Oh, hello, Bunny."
Sheila Rosenberg turns back into the house and calls out.
" Willow, honey? Bunny Summers is here to pick you up!"
I wonder if she'll ever get my name right?
" My, now don't you just look a picture?" Sheila says, commenting on Buffy's costume." I don't understand it. Willow is a nice looking girl, wouldn't you say?"
" Oh, I agree , Mrs. R, " Buffy says.
" Yet, year in and year out, she wears that silly ghost costume at Halloween. I just don't get it, " Sheila Rosenberg thinks about it a second. " I suppose she could be using it like a security blanket. Not unusual for adolescents to cling to things of their past. Sort of a safety net. But still�" She shakes her head. " I wish you'd talk to her Bunny. Make her see that she should wear something like you're wearing� show off a little."
Buffy has to bite her lip to keep from giggling. Wonder how she'd react if she saw the costume Willow's wearing under Mr. Ghosty? I bet she wouldn't be so anxious for Willow to ' show off ' a little.
" I'll try, Mrs. Rosenberg, " Buffy says out loud, smiling. " but Willow is pretty much her own girl. Don't know how much influence I'll have on her."
" Now, don't be falsely modest, Bunny. Willow sort of looks up to you. Don't know why, really, " her brow furrows, clearly indicating she's not all that crazy about it, " I'm sure you can persuade her , maybe next year, to try something else�"
Buffy just smiles at the obviously left-handed compliment, and doesn't say a word. At that moment, Willow appears on the porch.
As agreed, she's wearing her Mr. Ghosty outfit, which pretty much covers her from head to toe. Emblazoned across the chest , in bold letters, is " BOO"
Sheila Rosenberg looks at her daughter, and sighs. " Why couldn't you have dressed up nice and pretty like Bunny here?"'
" Awww, Mom. I like this" Willow protests, all the time biting her lip so she won't bust out laughing. If you could only see under the sheet mom, I suspect you'd be more than a little shocked.
" Ok, Ok, I give up. You girls have a great time." She turns to go back in the house. " Oh, and remember, home by 12 Willow."
" Yes, mom," Willow's tone is a little petulant.
" You're still my daughter, honey. And you'll be home by 12."
" Ok. G'night, mom" Willow just wants to be gone already.
" Goodnight, dear," Mrs. Rosenberg closes the door after her.
" Hey, Buffy, ready to go?" Willow walks out on the porch. She sees Buffy in her costume for the first time, and stops dead.
" Buffy, you look.. .amazing!" She cries out.
Buffy really has done credit to the dress. Beyond just wearing it, she's wearing a dark wig styled with ringlets, suggesting the period she's going for. Also, her makeup while not as ostentatious as it would've been if she had been a real ' lady' of the 18th century, is still somewhat more than normal. And she's accessorized the dress with some nice costume jewelry. All in all she suggests the ' very proper' 18th century noblewoman.
They start to walk towards the campus.
" You really think so?" Buffy asks, coyly. She flips out and unfolds a hand fan in one motion, completing the effect. " Why, thank you, Mr. Ghosty!" She giggles as she tries for a heavy southern accent.
" Angel's gonna plotz!"
" Why� ummm�" Buffy's brow furrows. " is that good?"
" Oh yeah. Means he's gonna explode!"
Buffy stops dead in her tracks. " Really not wanting Angel to explode. Ewww."
" No, silly, I mean he's gonna be all� well, excited and attentive, and I suspect having lots and lots of thoughts of smoochies�"
" Hmmm� well, I think I could live with that!" Both of the girls laugh.
" So, I think we're far enough now that you're mom can't see. C'mon, lets get rid of the sheet, and see the real you!"
Willow hesitates.
" C'mon Will, lose the sheet. I want to see how you look in your costume, " Buffy sounds a little annoyed.
" Uhhh� Buffy?" Willow sounds a little nervous.
" What?" Buffy puts her hands on her hips. " What's the hold up, Will? Let's see you all �"
" Well, you see� Buffy�" Willow begins.
" Oh, no!" Buffy finally is beginning to get it. " Don't tell me, don't even tell me..."
" Now, Buffy, don't be upset�"
" Not upset? NOT UPSET? I can't believe you Willow Rosenberg!" Buffy flounces off, obviously upset. She has her back to Willow. " We went all through this at the costume shop, didn't we? Why'd you even buy the costume if you had no intention of wearing it. I can't believe this! "
" Buffy�"
" No, this is the last straw, Willow. What about Faith? I mean, you're all gaga over her, think she's going to be turned on over that costume?" Buffy waves her hand over her shoulder. " A sheet with eyeholes? Oh, that's sexy!"
" Buffy�"
" It's not like I'm asking to change your whole look� all the time, I mean. I'm not asking you to start wearing a bustier and a micro mini leather skirt to school or nothing. Even when you go out, if you like the fuzzy sweaters and sneakers, well, fine by me. But this is Halloween. One night when you can just let it all hang out and be whatever you want. Without anyone thinking you�re a slut or anything� and again, you got to chicken out."
" Buffy!!!!!"
" WHAT?" Buffy turns around, very irritated.
Willow is standing there, sans sheet, hand on hip. She's wearing the Pretty woman outfit, and smiling at Buffy.
" Psych!"
Buffy goes wide eyed. Her face flushes, and she begins to sputter.
" You� you�" She starts towards Willow. " I'm so gonna get you!"
" So, feeling lonely? Wanna date?" Willow mocks her, then realizes that Buffy is really coming at her. " Oh� OH! Uh� well� gotta catch me first!"
Willow takes off running. Not all that easy when you're in a skirt that was seems to be painted onto your hips. But she manages somehow, occasionally hitching the skirt down as she runs to keep it from riding up over her butt.
Buffy takes off after her, and almost immediately trips over her full hoop skirt. They were designed to stand around looking pretty in� definitely not for running.
" Damn, " Buffy growls, watching Willow get away. " Damn!"
She stands stewing for a minute, frustrated by her costume. Then an idea hits her. Grabbing her skirt, she lifts the hem until it clears the ground. She starts to run. It's awkward, but at least she can get some speed now.
Up ahead she sees Willow has stopped. She's standing there, laughing at Buffy, and sticking her tongue out. Then she realizes Buffy has figured out how to run in the skirt, and goes wide eyed. Aw, shit! She turns around, and takes off.
" You come back here, Willow Rosenberg!" Buffy calls out after her. She almost trips again when she forgets and lets her skirt drop. Pulling it up higher, she gets her legs pumping. " You can't get away from me! I know where you're going!"
Up ahead, Willow has again stopped. She's pointing at Buffy, and wiggles her hips, daring Buffy to catch her. Then she turns and starts running again.
Buffy, frustrated, stops. Reaching around, she unhooks the skirt, which is separate from the bodice. Underneath instead of pantaloons she's wearing a very sheer pair of tights, and heels. Damn! But at least the skirt isn't in the way anymore. Bunching the skirt up, she tucks it under her arm, and looks around for Willow. She sees her turning a corner up ahead.
" I'm so gonna get you Willow! And when I do, you're so gonna pay!"
Buffy takes off in the night, following Willow.

-3-

The party was in full swing when they arrived. After stopping off in the bathroom to repair the damage by the little' jog' they took on the way, the girls entered the main room of the fraternity house.
The place was decorated, with all the usual accoutrements: Spray on webs in the corners( or were they real? The frat brothers weren't know for their cleaning skills), rubber spiders( Willow got the shivers.. she really, really hates spiders), rubber bats suspended from the ceilings, plastic skeletons draped strategically around room, along with stuffed dummies of other ghoulies and fiends. And of course, there were pumpkins everywhere. Along the edges were refreshments, along with the bowl 'o eyes( peeled grapes), the bowl o' guts ( cooked cold spaghetti, with catsup liberally applied), and a bowl o' brains( molded jell-o. ). Some of the brothers had their dates blindfolded, leading from one bowl to the other. Can you say, juvenile? Buffy thought as the girls would scream when their dates explained what it was. God, I could've gone to a high school party for that!
The middle of the room had been cleared for dancing. One wall was cleared, and a temporary stage had been set up for the band. Large speakers flanked the stage, and the microphone was hooked up, but otherwise it was empty.
" Oh! They're not here yet!" Willow said, sounding disappointed. She frowns
" Don't worry, they'll be here soon. I think I saw Oz's van parked along the side. Probably bringing in the instruments and stuff."
" Yeah."
" Oh, don't worry. Once Faith sees you in that outfit, she's not gonna be straying too far. I guarantee you, she's gonna� uhhh� putz?"
Willow laughs. " No, Buffy. Plotz." She continues to giggle.
" What?" Buffy looks at her, " what did I say?"
" Do you know what putz means?"
" Uhhh� no�"
Willow whispers in her ear. Buffy blushes.
" You're supposed to stop me when I do that."
" I think it's kinda cute, actually. Anyway, it also means jerk, so no big."
" Speaking of jerks�" Buffy nods over to a corner in the opposite side of the room.
Willow looks over, and sees Cordelia standing by one of the refreshment tables. She's dressed like Xena, the Warrior princess. Next to her is Xander, dressed up as a pirate. They seem to be arguing.
" God, doesn't that girl ever learn?" Willow says, starting over towards the pair.
She's stopped by Buffy, who grabs her arm.
" Hey, remember? We're staying out of it. After the last time, and the way she treated you?"
" Oh, yeah, " Willow stops, but doesn't sound very happy.

" Xander, I told you, we're over. Get lost!" Cordelia stands facing Xander. " I'm sick of being your punching bag, get it? Go pick on your girlfriend Veruca!"
" Ah, Veruca doesn�t mean anything to me, Cordy, " Xander says, smoothly. " It's you I want! C'mon, don't be this way, baby!"
" No, I told you! We're through. I don't want to see you anymore, don't you get that, loser?"
Xander's face tightens. No one calls me loser. Especially some freak mutant bitch!
" C'mon, lets go talk about it, " Xander grabs her hand, starting to lead her out.
" NO!" Cordelia pulls her hand back. " Leave me alone! I'm not going anywhere with you, Xander!"
" I said, come on!" Xander grabs her arm, twisting it behind her. " Don't give me any problems, you little bitch" He hisses into her ear. He starts to shove her out of the room.
" Hey, pal" one of the fraternity brothers, seeing what's going on, comes over to Xander and grabs his shoulder. " Let the girl go!"
" Get lost, bud, " Xander says, letting Cordelia go for the moment, " Or do you want a piece?"
Without warning, Xander swings, catching the Frat brother off guard. His fist lands in the brother's face, knocking him back and down.
" Now, get outta my way before�"
But he never gets to finish. Something in Cordelia snaps, having put up with Xander's abuse all these months. She jumps on him, and starts hitting him.
" Leave him alone, Xander! Get out of here. No one wants you around! Get lost, you loser!"
All the time, she's raining blows down on him. Xander, surprised , retreats, not understanding her fury. She continues to hit him, driving him towards the door.
" Get out, get out, get out!" She yells, hitting him until finally, defeated, Xander exits through the front door. " And don't come back!" She calls out. She turns around to rejoin the party.
But everything has stopped. You could hear a pin drop in the party. Everyone is staring at her.
Cordelia, realizing that everyone just saw that, blushes.
" Sorry, but he was �."
Then someone applauds. It's joined by someone else, then someone else until everyone is applauding and cheering. Cordelia, surprised, blushes again, but this time in pleasure. Clasping her hands over her head, she shakes them in triumph. She walks over to where the Frat brother was hit. He's getting up, rubbing his jaw.
" You ok?" She asks in a concerned voice. " I'm so embarrassed. I told that creep to leave me alone, but�"
" Well, you seemed to take care of him," The Frat brother smiles, a little embarrassed himself for getting knocked down so easily. " he has a pretty good right, " he explains to cover.
" So, you're a college guy, huh?" Cordy hooks onto his arm, and they make their way back to the refreshment table. " I just love a college guy�"

"Well, who woulda thunk it, huh?" Buffy says, watching Cordelia reel in the college guy." Didn't think she had it in her. Must be the costume."
" Yeah, you don't mess with Xena," Willow agrees. Or Cordelia Chase! " That was pretty gutsy, though. I mean, Xander can be pretty mean�"
" Yeah, well. Pretty much figure him to be a coward. Did you see the way he took off after Cordelia started in on him?"
" Yeah, Queen C can be pretty fierce." Willow seems to be looking around.
Buffy notes her attention isn't on Cordelia anymore, and smirks. She pokes Willow in the ribs.
" Huh?"
" Over there� she's helping the drummer bring in his set."
" Oh!" Willow blushes a little, then turns away.
"Well?"
" What?"
" Aren't you going over to say hi?"
" No!"
" Why not?" Buffy looks puzzled.
" I want her to come to me!"
Buffy rolls her eyes, and shakes her head. " You little tease! How's she gonna see you in this crowd?" She gestures around.
" Well, if she wants me� she will!"
" You two," Buffy says, with a slightly dismissive tone." Well good luck with that. Seeya!"
Buffy starts to walk off. Willow catches her sleeve and stops her.
" Where are you going?"
" To find Angel. Buffy don't play that game."
Waving over her shoulder, she walks away.

-4-

Faith sits on the edge of the stage, feeling a little pooped.
She's been working hard for the last hour or so, setting up the stage, helping haul in the speakers, checking sound, hauling in the instruments. All in all, such is the glamorous life of the 'roadie'. They get all the grunt work, the band all the glory.
But she's done now, and she's just gonna hang here, watching for Willow to show. She smiles a secret little self satisfied smile. Faith is feeling pretty jazzed tonight.
First, she gets to be with Willow 'legitimately'. I mean, I'm here, working I guess, but here� and she's gonna be here� and who's gonna give a rat's patootie if we happen to ' bump' into each other� or dance, maybe� or �well� mmmmm� smoochies!? That, in her mind, is reason enough to celebrate.
But even better, if that's possible, she's going to be able to show Willow tonight that she isn't just some delivery girl/ roadie/ loser or something. She gets to play tonight. The drums. In the second set.

Faith has been a drummer for a couple of years. The one thing that kept her in school, back home, was that the school had a pretty decent jazz band, and she played drums. She loved playing drums. Faith had a sixth sense when it came to rhythm; even her old music teacher had commented on it. She would've continued, she loved it so much. But things at home started to go to hell, and she had to bail.
When she saw the drums in Oz's living room, she nearly had an orgasm. They were a quality set. She wanted to play them, jonesed to play them, but she was rather � well, shy; at least when it came to music around Oz. He'd always been the ' music' guy in the family, and she didn't want to horn in or anything, or make out like she was some great player. So, she kept away from them. When Oz and Veruca where there, anyway. But when they went out, and she was alone� she'd play the drums. Just keeping it fresh, she told herself. She wasn't even going to tell Oz about her drumming.
One night, when she was alone, she started drumming. She really got into it, doing things she knew, getting into some long improvisations. She got so into it, she didn't hear the van pull up, or the front door open. She just kept playing until, for some reason she looked up and saw Oz standing there, looking at her, a smile on his face. Veruca was with him, and even she was smiling and nodding. She turned like 5 shades of red, dropped the sticks and like started apologizing profusely.

" Hey, wow, Oz, man I'm really sorry. I know, I shouldn't be fooling around with the equipment. Really sorry."
" Faith, no� that was... wow� I mean, that was really wow!" Oz said. High praise, considering how usually laid back he normally is. " When did you get so good on the drums?"
" Yeah, girlfriend. Why didn't you tell us? That was really good, " Veruca praised her, which for some reason gave Faith chills� not the good kind.
" Uhhh� didn't think it was really important, you know? I mean, not like I'm band material or nothing. I just like to fool around on the drums. Used to play in school. Not a big, really � not that good, " Faith shrugged.
" Faith, in a word? That's crap. You're good. You're real good." Oz walked over to her. " Listen, our drummer, Lenny is like leaving the band at the end of the school year. He's going to college out of state. I'm gonna need someone to take his place. Not promising you, but you can try out, and sit in with the band on rehearsals. Maybe play a set or two on some gigs. What do you think?"
" Really?" Faith says, not really believing her ears. She gets suspicious. " You're not shitting me, are you Oz?"
Oz gives her a friendly punch on the arm. " C'mon, cuz, I wouldn�t shit you about that. Not after watching you play." He smiles ruefully, " anyway, you've heard us play. We're not exactly all that great, either."
Faith did sit in some rehearsals, and the other members thought she did ok. She was rough, and needed some work, but she was as least as good as Lenny. Even Lenny agreed.
Her getting to play tonight was a reward for getting the ' gig' at Willow's party next month. Oz knew she wanted to play, and felt she was ready. But Faith has been keeping it a secret from Willow. She wants to surprise her.
Faith looks up from her musing, scanning the room. She sighs. Still no Willow.
But she does notice one girl, about halfway across the dance floor, back to her. God, how could you miss her? She was wearing the tightest micro-mini skirt she'd ever seen. Did they like paint that on her butt? And then there was the thigh high boots, and halter top. Must be dressed up like a hooker. Well, baby, it worked. You look like a hooker.
Then the girl turns around, and Faith nearly faints.
Willow? That's Willow? Willow with the " Hello, Kitty" sweaters Willow?
"Wow, " She mutters to herself, more than a little surprised." Wow, wow, wow!"
Willow at the same moment sees Faith sitting on the edge of the stage, and notices her somewhat bowled over reaction. She's pleased beyond pleased, and forgetting her own " make her come to me" dictum, walks over to Faith. Well, sashay would more describe her movement.
Faith, speechless and stunned, just sits there watching this sexy vision approach her, put her arm around her shoulders and plop down on her lap.
" Hey, baby," Willow, really getting into it, uses her best ' come hither' voice, " Feeling lonely? Wanna date?" She traces her finger down the line of Faith's chest.
" Uhhh� uhhh� hey, Red, " Faith, very, very aware of Willow's presence, stammers a little. " I gotta say� very wow!"
" Mmmm� really? You like?" Willow somehow manages to wiggle in Faith's lap. " Oh, I think you do!"
Faith's interest is indeed very piqued. Very piqued. Shit, get much more interested, and we'll be able to hang a flag off it. She finds herself breathing a little heavier. " Uhhh� it's � nice."
" Nice?" Willow lays it on thick, pouting a little. Thank you Buffy for showing me the power of the pout! " Just nice?" She wiggles on Faith's lap a little more. " You don't think I'm sexy?" Her bottom lip comes out in the classic pouty lip.
" Oh yeah, " Faith whispers, throat dry. " Me and every guy in the place. Not sure , but thinking the girls are getting a bit jealous. "
" Really?" Willow looks around, and notices more than one guy has been noticing what she's been doing with Faith. She turns back to Faith, really jazzed. " Well, not caring too much about them. Just caring my guy is all happy and �" she wriggles a little more, " � horny?"
Willow realizes something's wrong when Faith gently pushes her off her lap.
" What?" Willow asks, seeing Faith's expression. It's gone from flustered and happy to a little distant.
"Sorry, Red, gotta work. I mean, I'm not here to party, you know." Faith stands up, and realizing she's still ' stimulated', moves behind one of the speakers to cover her lower half.
"Faith? Are you ok?" Willow asks, concerned at her sudden shift of mood. " What's wrong?"
" Nothing, Red. I just told you, I'm really busy here�"
" It looked like you were just sitting here, " Willow rejoins, getting a little irritated because Faith won't tell her the problem.
" Was taking a break. Now gotta get back to work." Faith turns away. Almost to herself. " Playing in the second set."
" Huh? Playing?"
" The drums. I play the drums. Oz is letting me play in the second set, " Faith says, not turning back to her. Afraid to look at her because she knows she'll melt again.
" REALLY? THAT'S WONDEFUL!" Willow goes to hug her, but Faith shrugs her off. " I didn't know you played." She looks confused.
" Yeah, well, it was gonna be a surprise. So, surprise. " Faith starts to walk away.
" Faith?" Willow calls out. " Are you ok?"
" Yeah, fine Red. Just got stuff to do. Don't have time to party right now." Faith doesn't turn to look at her.
" Oh, ok, " Willow doesn't know what she's done, but she realizes she's done something. " Maybe later?"
" Maybe."
" Ok�" Willow sounds a little down. " I'll be here, when you get a break, ok?"
Shit. It's not her fault I'm some kinda freak!
" Hey, wait!" Faith turns around. But Willow's already faded back into the crowd.
Damn. Smooth moves, Faith.
Real smooth.

- 5-

Willow is standing by the punch bowl, sipping on some punch.
She's still trying to figure out Faith's sudden cooling off.
I don't get it. I mean, she was all hot and heavy when she saw the costume. I know she was� I felt her reaction! But all of a sudden she got � weird. What happened? What did I do? Or say? Geeze� I don't get why she got so upset. I mean, did I say something wrong? And hey, nice if she'd tell me, rather than get all� guy like and withdraw. God, she's so � sensitive sometimes. I mean, all I said was I'm glad my guy liked� oh� OH� it's the penis thing again! She's feeling weirded out by it again. Damn! I'm such a dope, sometimes! Why'd I even say that? I didn't �

" Ladies and Gentlemen. Fresh from their appearance at the Bronze� Alpha Delta Tau brings you � Dingoes Ate My Baby!"

The band starts to play, and Willow looks around for Faith. She doesn�t see her. Putting down her punch, she wanders onto the dance floor, hoping to catch a glimpse. Gotta find her. Let her know I didn't mean to upset her. Poor baby, she's so � fragile about that thing. Doesn't she get I really think she's the sexiest thing ever?
" Hey, wanna dance?"
" Sorry, looking for someone�" Willow turns around, and is facing Xander. He looks a little flushed, as if he's been drinking too much. " Hey, Xander. Looking for Faith. Have you seen her?"
" Aw, c'mon, Will. Forget her. Let's dance!" He grabs her, and pulls her close.
" Xander! No. I'm looking for Faith. Let me go!"
" Aw, don't be that way, Will. I'm just wanting to dance. I mean, you're looking so hot in that costume!"
Maybe if I dance one dance with him, he'll bug off. Geeze!
" Ok, one dance, then I gotta find Faith!"
" Sure, sure!" Xander says, his voice a little slurred.
Xander Harris is still pissed off because of Cordelia's rejection of him. He's been hanging at the party, after sneaking back in, watching everything, and when Buffy and Willow made their entrance, his interest was immediately piqued. Gonna get me some of that! He told himself.
However, Buffy had Angel keeping close to her, draped on her like an old sheet. But here was Willow, all by herself. I'll show her what a real man can do. She'll soon forget that dykey girlfriend of hers!
As they dance, Xander, already buzzing off the punch, and getting hornier by the second because of Willow's costume, starts to get bold, then grabby. At first, Willow overlooks it, figuring it's just Xander being his usual creepy self. But then he really grabs her, pulling her close and grabbing her ass.
" Xander Harris, get your slimy paws off me!" Willow says, slapping him.
Xander, stung, and rather drunk, slaps her back. Willow reels back a little, touching her cheek.
" Don't you hit me, you little cock tease! What do you expect to happen if you wear something like that? Stop being such a little bitch and be nice" He grabs her ass again.
" Cut it out, Xander!" Willow cries. " Leave me alone!"
" Leave me alone!" Xander mocks, " Shut up, you little whore. I want you, and you're with me now. Get it? I'm tired of you freaks acting like you're better than me! You're comin' with me, now!' With that, he grabs her arm, and twists it behind her back. "Let's see what a real man can do for ya!"
" OW!" Willow cries, and tears run down her cheek. " You better let me go, Xander�"
" Oh really?" Xander sneers, "What're you gonna do, slut? Cry?"
" Not about what I'm gonna do, Xander�" all of a sudden, Willow doesn't sound scared anymore.
Xander, startled, looks up and sees an enraged Faith heading right towards them.
" Well, well. Super Dyke to the rescue!" Xander pushes Willow out of the way. He reaches into this pocket, pulling out a wicked looking Buck knife. He flips it open. " Wouldn't mind a piece of her, either. After I beat her into the ground, that is!"
" Leave her alone, you creep!" Faith snarls at him.
"Whatcha gonna do about it, bitch?" Xander waves the knife at her.
The band by this time has stopped playing, and the dancers have moved back, forming a ring around the two. Xander and Faith circle each other, checking each other out, looking for an opening.
Xander finally lunges at Faith, nicking her arm with the tip of the blade. Faith ducks out of the way, letting Xander's momentum carry him forward. He manages to stop, and turns on her.
" Been wanting to do this for a looong time, you dyke!"
" What? Look like an asshole? Guess what! You've been managing that forever!"
" Fuck you!"
Xander lunges at her with the knife again, but this time Faith ducks, and he misses. She grabs his arm with both hands, and manages to bring her knee up to the elbow, causing the knife to be dropped. She kicks it into the crowd.
" Guess you'll have to fight without your toy now, huh?"
" Don't need that to take you, bitch!" Xander kicks her, hitting her in the thigh. She falls back, landing on her butt.
Xander, seeing an advantage, rushes at her, intending to pin her. Faith sees him coming, and as he leaps on her, brings up her feet, again using his weight to throw him. Xander goes flying into the crowd.
The crowd, getting into the fight, picks him up and pushes him back into the center.
" Smooth move, dork. Teach you that at Jerk School?"
Xander, enraged, comes at her, grabbing her by the throat. He starts to choke her.
Faith, gasping, brings her hands up and digs her nails into his wrists. He lets go for a second.
That's enough. She grabs his shoulder and head butts him, causing him to stumble back. Doing a combo kick, she hits him first in the stomach, then just a little lower.
Grabbing his crotch, Xander falls on his knees. Faith comes over, and kicks him square in the chin. He flies back, stunned.
Faith, still angry, for good measure goes over and kicks him in the back a couple of times. Then she picks him up by the collar. Her fist smashes into his face, and he's out cold.
Lifting in a fireman's carry, she starts towards the door.
" What're you gonna do?" one of the crowd asks.
" Gotta put the trash out, " Faith replies, heading for the front door.
She opens the door, and tosses Xander Harris bodily onto the lawn. He's started to recover, and sits up groggily.
" If I EVER see you get close to her again, I'll kick your ass from here to San Diego! And if you EVER, EVER touch Willow again, I'll kill your ass !! Get it? Don't you ever touch her again!"
Faith slams the door on him.
Xander Harris puts his head in his hands, still reeling from the fight. But his anger is unabated.
Stupid mutant cow. You got lucky, but this aint over. Not by a mile! I'm gonna cut your tits off, bitch, and then I'm gonna open you're insides up and play with them! You fucking dyke freak, just try to mess with Xander Harris! Just try!

" Hey, you ok?" A soft feminine voice comes out of the shadows by the front porch.
" Huh?" Xander looks around, and sees a woman, older, coming towards him. " Do I look ok, lady? Just leave me alone!"
Anne Price, dressed provocatively in a tight leather outfit, her hair pulled back in a ponytail, walks over to Xander. She kneels by him.
" Looks like she got you pretty good, " She says, in a low throaty voice. She gently touches his face.
" Look I'm ok? So , you wanna play Girl Scout? Go do it somewhere else!"
" Hey, just trying to help you , Xander Harris."

" How do you know my name?"
" I know all about you, Xander, " Anne smiles at him, " How you're ex �CIA, how you're damned good in a fight, and how Dr. Walsh is making a fool out of you!"
" What're you talking about?" Xander growls at her.
" Just, a talented guy like you? With your skills? And she's using you to babysit a bunch of freaks?" Anne shakes her head. " It's such a waste!"
" Yeah, well, " Xander grouses, " It's my job."
" How'd you like a better job?"
" What do you mean?"
" Just that I work for Ethan Rayne. Ever hear of him?"
" Uhhh� no."
Anne smiles." That's ok, he shies away from publicity. Just that he owns an international consortium of businesses. And he's always looking for the right talent. Think that might be you?"
" What's this about?" Xander looks at her suspiciously.
" It's just that�." She puts her hand on his chest, and traces her fingers down � towards his crotch," � a man with your skills and talents�" her hand reaches his groin, " might find a good position�" she leans in, pressing her breasts into his arm, " working � " her hand strokes over his crotch, " � working under me." Her lips are next to his ear. " What do you think?"
" I think�" his hormones start to race, " � there might be a way I could�" he feels his cock begin to swell under her ministrations, " � service your needs."
" Mmmm� you think?" She lightly draws her tongue along the side of her neck.
"Oh, I think" He turns and grabs her, pulling her into a passionate kiss.
She kisses him for awhile, then gently pushes him away.
" Maybe you could, " She smiles at him, seductively, " but I need you to do a little something for me."
" What?" Xander is panting. God, this broad is HOT!
" Ethan and I don't like the way Dr. Walsh is handling things here in Sunnydale. We think it's time for a change. What do you think?" She strokes his crotch.
" No argument here!" Xander remembers bitterly the beating he took, ostensibly on Dr. Walsh's orders.
" Good. We have plans. Plans that'll blow this project wide open, and are sure to oust Dr. Walsh as head of the project. We could really, really�" She teases his groin some more, " � use your expertise to help us."
" W-What's in it for me?"
" Ahhh� good, I'm glad to see you're a man who knows how to take care of his own interests," Anne smile at him, " I'm sure Ethan is looking for a new Head of Security for his businesses."
Xander smiles.
" And of course, " She leans in, taking her tongue and tracing his lips with it, " � there are all sorts of fringe benefits!"
Xander sighs heavily. He's in heaven� and hopes to go there a lot of times tonight!
" I'm in!" He says, reaching around, pulling her in for a kiss. She gently pushes him back.
"What?" He asks.
She stands up, and reaches down for him.
" We're going to my place. To seal the deal"
Xander, looking like a kid that's just won the candy store, is quickly on his feet, following her.
He watches her ass sway in her tight leather skirt, and licks his lips.
He knows things can only go up from here!

-5-

" He hurt you!"

Willow is playing mother hen and nurse, trying to bandage up Faith's wound in the Frat house bathroom.

" Ah, it's nothing, Red. Just a scratch, " Faith protests. But she can't help but love the attention.
" You're bleeding!" Willow mourns, as she applies the antiseptic to the cut. Faith hisses a little. "Ahhh� boo-boo hurts," Willow says in a baby voice, then leans over and kisses Faith's arm above the cut. " Better?"
" Much, " Faith blushes.
" Good!" Willow puts on a bandage, and some tape. " I think you're going to live."
" Coulda told you that one, Red, " Faith teases her.
Willow frowns. She turns and walks to the medicine cabinet, putting the first aid supplies away.
" Are you ok, honey?" Faith is worried about Willow. After the Xander incident, she's been very quiet. Too quiet. Faith gets up and goes to her, encircling her waist with her arms. " Did he hurt you? I'll�"
" No �" Willow's voice catches. " He didn't hurt me."
" What's wrong then, baby?" Faith is puzzled at her reaction.
Willow starts to cry.
" Red, what's wrong? What is it?"
Willow breaks out of her arms, and turns, " H-He could've killed you � really killed you� and it's all my fault!"
Faith looks at Willow as if she just landed in a space ship. " What're you talking about? That creep � it's his fault."
" Y-Yeah.. b-but if I hadn't insulted you, and you got upset, and left me I wouldn't have been alone when he came and he w-wouldn't have bothered me a-and then y-you wouldn't had to come rushing to s-save me and h-he never would've attacked y-you�" Willow starts sobbing.
Faith goes over, and gathers Willow in her arms. " Oh, baby, don't" She hold her. " It's me, not you. I'm just not used to being a freak, and when you get all sexy, it gets me� well� and I can't deal with it. I'm sorry, baby, I didn't mean to upset you."
" Y-You're not a FREAK!" Willow pushes her away. " Why do you say that?"
" C'mon, Red, you know why�" Faith can't help but look down at herself.
" Oh�that� that's just silly! God, you're beautiful. Why do you do this to yourself?"
" Oh yeah, I'm beautiful. Yeah, sure, " Faith turns away, getting angry. " How many OTHER girls you know have a dick, Red? How many?"
" Honey, " Willow comes to her, putting her arms around her, " that doesn't mean you're not beautiful�"
" It's ugly! I'M UGLY!" Faith shouts, breaking away. " I'm a goddamn freak! Don't touch me!"
" Faith�" Willow walks towards her, reaching out.
" NO!" Faith backs away.
Willow stops, looking at her. How beautiful , how sexy, how feminine she is. She can't stand the way Faith's torturing herself. Finally, she resolves to end it� tonight.
"Take me home, Faith." Willow says quietly.
" What? What about the party? Don't you want to�"
" I don't care about the party. I want to go home!"
" Red. Don't be upset. I'm sorry, really. I'll try harder. Honest!"
" No. This is so over. I'm tired of watching you do this to yourself. This is going to end, tonight. I want to go home now, and I want you to take me there. Now!" She stamps her foot impatiently. " Stop arguing with me, and do it!"
"Ok, ok� I've got to borrow the van. No way I wanna walk with that creep out there. Take a few minutes."
" Well? Hurry up! Get the van. I want to go!"
" Ok," Faith says, hurt. She exits the bathroom, and starts walking to the stage.
Well, you're really good Faith. In one night, you insult the best thing ever in your life, you get in a fight, and now you're girlfriend wants to dump you. That's got to be a record!
She's leaving me! Faith feels the tears stinging at her eyes, but grips her fists until her nails are digging in her palms to keep the tears from flowing. Won't cry. It's for the best. Why should she want to be hooked up with me, anyway? Better for her. I'm just a fucking freak.
Just a stupid, ugly freak!

-6-

" Mr. Harris, I'm so glad you could join us."
Ethan Rayne gets up from the altar where he's been kneeling to greet Anne and Xander. They have just entered the small building off Main street that used to house the magic shop.
" Hey, what's going on?" Xander surprised, turns to Anne. " I thought we were going to�"
" Oh, don't worry, lover. It's coming. And you'll be coming soon." She boldly grabs his crotch." But first, I need you to do that little favor you promised."
Xander looks around the shop, and even he's wigged a little. There are black candles burning everywhere. In the center is a large pentagram, and in back of that, the altar where Ethan Rayne was kneeling. On the alter is a statue with two faces. Before it sits a skull, a hole drilled out of the top. There is a candle in it, and it's flanked by a pair of incense burners.
"What're you guys doing here?" Xander asks. " Don't go in for this oogly - boogly stuff myself."
Xander nearly jumps out of his skin when Ethan Rayne suddenly, and silently appears at his side, putting an arm around his shoulders.
" Oh, I assure you, Mr. Harris. This ' oogly � boogly stuff ', as you so colorfully put it, will put Sunnydale in the headlines of every media outlet from here to �well, everywhere. And� it'll put the final coffin nail in the career of one Dr. Walsh".
" Oh really?" Xander sounds doubtful. " What're you going to do? Turn her into a rabbit?"
" Very amusing, Xander. Just trust me, after tonight, all that'll be left of the Initiative, and Dr. Walsh's career , will be the clean up."
" Yeah, well� good luck with that, " Xander says, all of a sudden jonesing to be anywhere but here, " I'll just be going now�"
" No, Mr. Harris. I can't allow that. You're the guest of honor."
Xander is suddenly in the grip of Anne Price. A very strong, very unyielding grip.
" Hey, what're you going to do to me?" He struggles, but can't break the grip.
" Don't bother, Mr. Harris. Anne here, is very strong, aren't you dear?"
Anne smiles. " You should know, Daddy. You made me strong!"
" You guys are a bunch of freaks." He starts to struggle again. " Let me go!"
" Oh, we're not the freaks, Mr. Harris. Anne and I are completely human," Ethan assures him.
" Unlike, say� you" Anne whispers softly in his ear.
" You're lying!" Xander yells. " I'm no fucking freak! I'm CIA, I've been around� I'm no goddamn monster!"
" Sorry, lover, but that's just not true. You were one of Dr. Walsh's very first failures. Even before Drusilla and Spike. She made you, but you turned out to be sterile�unfortunately for her. Even so, being the soft hearted fool she is, she couldn't bear to ' recycle' you. So, she programmed you with all the memories of being a covert op agent. And she's kept you around to watch over the ' freaks'," Anne coos in his ear. " Or you might call them, your brothers and sisters."
" That's a fucking LIE!"
" Oh?" Anne suddenly rips his shirt, revealing his shoulder. " didn't you ever wonder about this?" She points at the tattooed bar code on his shoulder. " That's her way of keeping track of you."
" That's crap!" Xander cries , " I got that� I got that in�"
But he finds he can't remember where he got that. More, the memory blocks, so carefully constructed to keep the knowledge of who and what he is, are starting to leak. He gets flashes of memories. Flashes of being in a lab, on a table� hooked up to machines.
" No� it's not true. I don't believe it. It's a lie! You're lying to me!" But slowly, very slowly, the memories become clearer, more real. " No�no, no, no, no � NOOOOOOOOO!"
" Relax, Mr. Harris. We're not going to harm you, " Ethan Rayne pulls a large, wicked looking knife from under his robes." We just need a little something from you to complete the spell."
" W-What's that for?" Xander's struggles have ceased. He stands unresisting.
Ethan grips Xander's hand.
" We just need a little of your blood, baby. Enough to complete the spell."
Ethan draws the blade across Xander's palm. Strangely, Xander doesn't even react.
"There, see? Didn't even hurt." Anne coos. " Once we cast the spell, I promise. We'll have our fun." Her hand drifts down, gently caressing his crotch. She whispers in his ear. " I understand you hybrids are very well equipped." She nibbles on his ear, gently squeezing his crotch. " I want to find out, up close and personal".
Ethan squeezes Xander's hand, carefully catching the blood in a small dish he's carrying. Anne releases Xander, who seems to be out of it. He wanders over, and sits in a chair by the counter.
Anne and Ethan kneel at the altar, praying to the god represented by the statue. Pouring some of Xander's blood on the skull, and using some to paint their faces, the two begin to chant:

The world that denies thee, you inhabit!
The peace that ignores thee, you corrupt!
Chaos, We remain forever thy faithful, degenerate children!

Faith, having borrowed Oz's van, is driving quietly through the streets of Sunnydale. Willow is sitting beside him, hands in her lap. Both haven't spoken more than a dozen words since leaving the party.
Faith is driving slowly. Not only unsure of her skills, she's in no rush to reach Willow's house. She knows once there, Willow will leave, and she'll never see her again. It�s killing her. She wants to stretch this out as long as possible; stall until she can think of the right thing to say to her to make up with her.
Finally, unable to stand the silence anymore, Faith speaks up. Anything, even her yelling and screaming and cursing at me, has got to be better than this.
" Willow?" Faith says quietly.
" Hmmm?" Willow seems to be distracted.
" I'm sorry."
" Me, too, Faith" Willow replies.
They lapse into silence.
Faith pulls up to Willow's house, carefully parking the van in front. They sit for awhile, not saying anything. Again, Faith breaks the silence.
" Well, we're here." Oh, that's so clever Faith.
" Yes, we are, " Willow nods, sounding pensive.
Neither moves. Both seem lost in their own little world, unable to think of the right thing to say.
" Red?"
Willow turns to her. " What, Faith?"
Fuck it. Just go for broke here Faith. Beg. Plead. Do whatever you gotta do!
" Please, I'm so sorry. I don't� I can't lose you. Not you! You're� god I love you, Willow. I know, I'm some kind of freak, but I really love you. What� what do I need to do to make it up? Fix this? Please tell me, and I'll do it!" I don't want to lose you! "
" Lose me?" Willow sounds puzzled. " Lose me? I don't understand?" She looks at Faith, and sees her expression. " Oh god, you think I want to break up with you?"
" Don't you?" Faith's voice is low. But her heart starts to beat faster.
Suddenly, Faith is swarmed by Willow. Willow is in her lap, kissing her all over her face.
" Oh, god, no! Break up with you? I love you Faith! I love you so much!!!!" Willow kisses her again and again. " You're so beautiful, and you care about me, and you love me! Love ME! And � I want you so much. But you keep calling yourself a freak, and keep shying away from me, and I wonder� does she want me? Am I ugly? But I know that's not it� it's all about that� that � penis. I know that. I know it freaks you out. But it doesn't freak me out, don't you see? I want.. I want to make love to you� but I'm� I'm� ok, I'm scared�"
Faith sits stunned by the onslaught. Stunned.. and amazed. Loves me? She loves me? Like this? How�
" Scared?"
" Well�ummm� I've never.. I .. .never done this before.. what if.. I do it.. wrong?"
Faith looks at her, her jaw open. Then she starts to laugh.
" What? What's so funny?" Willow says, pushing back. " It's not funny!" She says indignantly
" Oh, I think it's funny. It's very funny, " Faith says, laughing harder. Finally, she gets herself under control. " I'm not laughing at you, silly. Geeze, never!" She shakes her head. " I'm laughing because�" she leans in closer. " I've never done it, either!"
" WHAT?" Willow's eyes go wide. " I mean� I thought� I thought �"
" I was some great big slut that slept with anyone that came along?"
Willow blushes deeply.
" It's ok, honey. I talk a big game, but frankly�" Faith chuckles. " I'm not saying I haven't come close. But at the last moment, I just� didn't. It wasn't right. Not the right person." Faith pulls Willow closer. " Not like I think�it'd be with you!" She sighs. " But� I can't� .not now�because�" she looks down.
" Oh no�no you don't!" Willow raises her face, looking into her eyes. " You're not getting out of it that easy! No way! NO WAY! Do you love me, Faith?"

Faith stares at her, silently.
" Well? Do you?"
" Yes," Faith answers. " More than anything ever."
Willow hops off her lap. She grabs Faith's hand, and starts pulling on her. " C'mon"
" What?" Faith holds back.
" C'mon! This is over now! No more of this " I'm a freak" business. That's ending tonight!"
" That's what you meant? Back there, at the party?"
" Well� yeah, what� Oh� you thought I meant� we were ended?" Willow looks at her, and laughs. " That's where that came from!"
" Hey, it's not funny! I nearly died thinking I was losing you!"
" You�re a moron, you know that?" Willow says.
" Well, that's the kind of love talk I like, " Faith mocks her.
" Well, you are, if you thought you could ever lose me, dope!"
With that, Willow tugs on Faith's coat, pulling her along out of the van.

Ethan chants, " Janus, evoco vestram animam. Exaudi meam causam. Carpe noctem pro consilio vestro. Veni, appare et nobis monstra quod est infinita potestas."
Anne chants, " Janus, I invoke your spirit. Hear my plea. Seize the night for your own reason. Come, appear and show to us that which is infinite power."

At the frat house, Dingoes Ate My Baby is in full jam. The party is rocking and everyone is dancing.
" Having a good time, Buffy?" Angel asks, dancing with her to the beat.
" Yeah, " Buffy says," Though, would it have killed you to have worn a costume?"
" C'mon, Buffy, you know I don't�." knowing he can't win, he switches subject. " You look fantastic."
" Nice save, Mr. stuck in the mud." Buffy grins, pulling him close. " If you weren't so damned cute and hot�"
" You'd what?" Angel asks, arching a brow.
" Oh, I'd only love you lots and lots, instead of lots and lots and lots!" Buffy giggles. She looks around. " Hey, have you seen Will?"
" No, not in awhile, " Angel answers. " Are you worried about her?"
" No, not really. Just wondered, " Buffy gets a sly grin. " I don't see Faith anywhere, either. Whatcha wanna bet they're outside, doing the smoochies?"
" Not taking that bet!" Angel smiles. " Though, I gotta say, it's not a bad idea�"
" Oh really?" Buffy goes into southern belle mode. " Why, suh, are you tryin' to corrupt lil ole me?"
" Ummm� is that possible?"
" Suh! I'm shocked!" Buffy says coquettishly.
" So, then, you don't want to go outside and smooch?"
"Ah you nuts, suh? Take me outside and corrupt me! Right now, suh!" Buffy giggles.
The two of them work their way out of the crowd.

"Persona se corpum et sanguium commutandum est. Vestra sancta praesentia concrescet viscera. Janus! Sume noctem!"
Ethan sprinkles the last of the blood onto the altar.
" The mask transforms itself into flesh and blood. Your holy presence curdles the heart. Janus! Take the night! "
Anne throws off her robe, revealing she is naked beneath it. She grabs Ethan, and pulls him to her. " Take me, now!"

" She what?" Veruca stares at Oz.
The band is taking a short break.
" She took the van. Said she needed to get Willow home. After what happened, I thought it was a good idea."
" Oh great, and if she doesn't come back with it?" She gestures around the stage. "What do we do about getting this stuff home?"
" She'll come back, don't worry!" Oz says. Not like you, bitch. I can trust Faith!
" And if she doesn't?" Veruca insists, not letting it go.
" Then I'll go get the damned van!" Oz shouts, angrily. " What's wrong, Veruca? Afraid you won�t have some place to fuck Xander Harris this evening?"
" WHAT?" Veruca acts innocent. " What the hell are you talking about, Oz?"
" Don�t play coy, Veruca. I saw you outside the bronze, fucking Xander against a wall. Faith was with me, she saw it too!"
" You're wrong. I was talking to him, sure, but I wasn't�" Veruca's face goes hard. " That bitch. She's lying to you. I never screwed Harris."
" No, only me, " Oz says quietly. " Are you deaf, or stupid, Veruca. I said, I saw you! I can tell the difference between a conversation and a fuck!"

" Oz.. .baby�" Veruca starts, but Oz cuts her off.
" Stop it, just stop it. I don't even want to look at you." He turns and storms off.
Veruca watches him, her anger growing.
Ok, you little bitch. I'm so gonna take you out tonight. When the shit comes down, Faith, you're history. Even if you're not here like you're supposed to be, I'm gonna hunt you down and tear you to pieces!
Veruca walks off in a different direction, waiting for the fun to begin.

Ethan pushes Anne off himself.
Showtime!
" Are you sure all the mutants except him, " Ethan points at Xander, who's still in a daze, " are at the Frat party?"
" Yeah, I made sure of it. I got Veruca to get Oz to invite them all."
" Good. Once the shit hits the fan, and my media people descend on Sunnydale, there's no way that Maggie Walsh will be able to cover this up. After tonight, she'll be finished. And all her research and ' test subjects' will be ours . I have great plans for her work. Great plans� which will make us very, very rich!"
" I did good?" Anne looks for his approval.
" Oh, you did very good, Anne. I think you deserve a reward. " He gets up, and reaches down to her. " Let's see if we can wake your new toy up. I'm sure you're anxious to try him out!"
They both approach Xander, with an evil look in their eyes.

-7-

" Aw crap!"
" What?" Faith looks at Willow.
" I can't go in like this! My mom'll have a cow if she sees me in this!"
Faith looks at her questioningly.
Willow briefly explains how she and Buffy managed to get her out of her house in the costume.
" Ah, sexy and wily, too." Faith smirks. She shrugs off her coat, putting it over Willow. " Here, wear this. This should do it."
Willow looks at Faith, a small smile breaking on her face. That's so sweet, she wants to protect me.
" What?" Faith looks at her.
Willow touches her face. " And you wonder why I love you so much!" She leans in and kisses her.
" C'mon, we better get inside."
Faith senses that something is off.

Back at the party, Veruca is onstage, watching the action.
The party is wild, but in a whole, new way.
Everyone has become their costume. The demons are real demons, the vampires � start attacking the humans. The pirates, criminals, and other strange beings all morph into their 'real' counterparts.
And Veruca couldn't be happier, knowing she had a part in it.
So, that bitch Walsh wanted to take me back to the lab, huh? Maybe kill me? What? She doesn't think I heard about it? The moron! Well, let's see who comes out on top now, huh? She'll be lucky if she isn't in prison for the rest of her ugly life� or worse, after tonight's over.
Veruca feels the change coming over her, and relishes it. As her bones begin to pop, she drools, thinking about what she's going to do to Faith later.
That little bitch has interfered in my life for the last time. There won't be enough of her left to fill a coke can when I'm done with her.
Veruca, feeling the power, knowing the change is complete, looks around for her fist victim.
Ah, well. Work before pleasure!
She leaps into the crowd.

Outside, Angel and Buffy are making with the macking. They are standing under a large tree, the moonlight shining down on them.
"Mmmm� that was nice. I declah, suh, you certainly know how to corrupt a lass!" Buffy looks up dreamily into Angel's eyes.
" Uhhh� could you stop doing that?" Angel asks, smiling. " I want to kiss you, Buffy. Not Miss Southern Belle, 1793."

" Well, that could be nice, too! " Buffy smiles. Then she frowns. Leaning against Angel.
" Buffy? Are you ok?" Angel asks.
" Yeah� no�" Buffy pulls away from him, and slaps him. " How dahre you assault me, you � cad!"
" Buffy, cut it out . Quit joking."
" Buffy? Who's this Buffy person. I don't know any Buffy. Ah'm� Ah'm�" Buffy looks scared. " Ah don't remembuh who I am� but Ah know I'm not a Buffy!"
" Ok, Buffy. Jokes over�" then Angel stumbles. He feels funny� and then extreme pain hits him. He watches as his fingers begin to lengthen. What's happening to me? " Buffy� run�."
" What? I certainly will not run! A lady doesn't run! It's undigni�"
Angel stands up, having changed. His hands have changed into long claws, and his face has elongated. His ears have moved to the top of his head, and are long and pointed. His arms have morphed into wings. His teeth are all sharp and pointed. Even so, there is a smidgen of Angel left.

" I � said� RUN!" he roars, as the transformation completes itself.
Buffy's eyes go wide, then close. She faints where she stands.

" Shhh� be quiet!' Willow whispers. " We don�t want to waken the parentals!"
" Sorry� didn't see that table." Faith stops to straighten it out. " not sure this is such a good idea, Red."
Willow stops suddenly. So suddenly Faith almost runs into her. She stands up straight, and shucks off the coat.
" Red, what're you doing? We'll get caught in here."
" Red? Who's Red?" Willow turns, and there's a new, harder look on her face. She gives Faith the once over. " Hmmm�this is new. Never done a girl before. But hey, if you're payin', I'm playin' !"
" Paying? What the heck�?" Faith looks at her, really looks at her. What's wrong with her?
" Hmmm� nice house you've got here. Must be rich."
" This isn't my house, this is your house!"
" My house? Are you crazy? I can't afford a place like this, " Willow stops, sounding suspicious. " Hey, what kind of game are you playing here? Are you trying to cheat me out of my 'fee'?"
" Huh?" Faith is getting more confused by the second.
" What? You think it's free? No way, god. I swear, you johns�well, in your case, janes�are all alike. Cheat the working girl out of her money. Get lost, creep." Willow looks around for a way out. " How do I get out of here?"
" Willow, what're you talking about?" Faith is beginning to get a little glimmer.
" Willow? Who's Willow? Ahhh� it's a game. Ok sugar, I like games. No problem. But I want my money upfront!"
Oh my god. Willow thinks she's a hooker. She's become her costume. What is going on here? Play along, Faith, or it's gonna get worse!
" Yeah, sure, a game. You got it babe. You're Willow, my dream lover. Got it?"
" Uh-huh, whatever, " Willow sounds bored." So, where's my money?"
" In my room. Follow me!"
" Ok, but you better not try to cheat me."
They quietly go upstairs, and go along the hall to Willow's room. Checking, Faith looks in, then pulls Willow after her.'
" Oh, getting all anxious now, are we?" Willow says, leaning against Faith. " Hmmm� well, don't worry honey, I'll make it worth your while�and your money." Willow reaches down, and puts her hand between Faith's legs. Her eyes open in surprise. " Well, I didn't expect that!" She grins, squeezing Faith's crotch. " This could be kinda fun, after all. So, baby, where's my money?"
" Right here, " Faith grabs Willow around the waist, holding her fast. " Sorry, Red."
" What the fuck?" Willow struggles against Faith." I'm so gonna cut you, you butch bitch!"
" Sorry, baby, " Faith puts her hand over her mouth, and with the other, punches her on the jaw. Willow goes limp in her arms.
Faith carries her over to her bed, undressing her. She feels herself getting excited, looking at Willow's naked body. Steady, Faith. Don't lose it now! Controlling herself, she pulls the sheets over her. Sleep well, honey.
Something weird is going down here. Gotta check it out. If she's like her costume� oh, crap, the party! They could all be like that!
Faith takes a few steps towards the door, then a bolt of pain hits her.
No� not now�whatever's happening to me� not now�can't� Oz, Buffy� Angel�they need me� can't�gotta stop it�
Faith uses all her will, falling on the floor in pain. She groans, but she holds on. Her body starts to change, lengthen into her cat form, but she resists it. Slowly, the transformation reverses itself, and she weakly stands up.
God, what the hell is happening around here? Gotta find the others, fast.
Staggering a little, because she's still weak, she exits Willow's bedroom.

Rupert Giles looks unhappy. He's driving down the Main street in Sunnydale, looking for the place Drusilla described in her vision. Beside him is Riley, in full combat gear. In the back seat, Spike and Drusilla are making trouble, as usual. Following a couple of car lengths behind is a Humvee with the rest of Riley's fire team.
" Are you sure this is the right place?" Giles asks Drusilla over his shoulder, as he pulls up to the curb in front of the magic shop. " It doesn�t look like anyone's here!"
" They're probably in the back, Rupert. After all, if I were doing the magic mojo, I'd probably not want to advertise it" Spike says from the back seat. He pulls out his flask, and takes a pull. A disgusted look comes over his face. " bloody hell, it's empty!"
" You've had enough to drink, Spike," Riley comments, " We've got a job to do."
" You mean, you've got a job to do, soldier boy. I'm only along for the fun of it!" Spike looks at his flask. " Not much fun, now. Oh well, maybe a spot of violence will help." He starts to get out of the car.
" Be careful, Spike," Giles warns. " We don't know what we'll be facing."
" Oh right, I'm going to be afraid of some nancy boy wizard and his blond bimbo. Got it" Spike begins to laugh, and Drusilla joins in, cackling.
" Shut up, we don't want them to know we're here." Riley orders. But the pair keeps laughing.
The tone and quality of the laughter changes, becoming higher pitched and louder.
" I said shut�" Riley turns, and then starts to scramble out of the car. " Get out! " he yells to Giles.
Giles looks in the back seat, and almost breaks the door off his side getting out of the car. He runs a few yards back.

The back doors seem to explode off the car. Out the right side, where Spike was sitting, a hyena like creature emerges. But it's a lot larger than a hyena, and a lot fiercer looking. It has long, razor sharp claws.
Out of the left side, a vulture like creature flies. At least, at first glance it looks like a vulture. But instead of feathers, it has scales covering its body, and its tail is long and snake like. Like the hyena thing, it has sharp, deadly looking claws.
Riley, not believing his eyes, stands stunned.
" Shoot it, man!" Giles yells at him. " Shoot it now!"
Riley snaps out of his trance, and raises his pistol. But it's too late. The vulture thing is on him, starting to claw at him
From behind, the sound of an air gun goes off. Multiple times. One, then many darts appear in the sides of both creatures. Like flies, they try to shake off the darts, but they are in their hide. The vulture like creature attempts to fly up, but plummets back to earth. The Hyena creature takes a few steps, stops just in front of Giles, and falls on its side.
" What the hell happened?" Riley, looking pale, stares at the fallen creatures.
" Someone or something stimulated their hybrid change response," Giles, sounding calmer than he feels, replies. He looks at the magic shop storefront. " Why do I think we'll find the answers in there?"
One of the men from the Humvee runs up to Riley. " Sir, Delta Group reports a lot of activity on the UC Sunnydale campus. Seems a party has gotten out of control, looks like a riot situation, sir."
Giles and Riley look at each other. " How about the rest of Sunnydale? Any reported violence?"
" No sir, everywhere else seems quiet"
" That must be our man Ethan then, " Giles says to Riley.
" I agree. Ok, have Bravo and Charlie Groups go to the University and help Delta out. Keep the other part of Alpha to patrol Sunnydale. Clear?"
"Roger that, sir. " The man starts off.
" One more thing." Riley calls out.
" Yes sir?" The man calls back.
" Tell them all to use less than deadly force unless there's no other choice. These are civilians."
" Got it, sir!" the soldier returns to the others in the Humvee.
" Well, lets go pay a call on Ethan Rayne, what do you say?" Giles, looking grim, addresses Riley.
" Right there with you, Dr. Giles"

The party has spilled out onto the campus of UC Sunnydale, the creatures roaming around causing random destruction. Veruca especially seems to be in her element, running around, attacking the weak or laggards. But for all her efforts, she doesn't seem to be able to make an actual kill; it's not for wont of trying. It's just that the prey tends to fight back, beating her off.
Then she runs into a girl who, dresses appropriately enough as little red riding hood, is literally running for her life from Veruca. Veruca is loping after her, not rushing. She can smell her fear, and is enjoying it. She wants the kill to last. That is the most enjoyable for her.
The girl, in a panic, heads for the woods surrounding the Sunnydale campus. Veruca gloats. It won't be long now before she tastes her latest victim's blood in her mouth. She salivates in anticipation.
Just as she's about to enter the woods, two soldiers step out. Veruca, unsure, halts. She sniffs the air, but doesn't sense fear off them. Feeling the twinges of fear in her own gut, she begins to retreat. As she does, the first soldier fires at her, hitting her with a trank dart. It's followed by two more. Woozy, but still on her feet, she turns to attack.
As she does, the second soldier fires, hitting her with 10 thousand volts from his taser rifle. For a second, she continues on. Panicking, the soldier hits her with a second blast. She starts to convulse, and hits the ground. She continues to twitch on the ground as the arcs of energy go through her. Finally, unconscious, she is still.
The soldier, still not believing his eyes, or that she is completely out, walks over, and using the butt of his rifle, taps her in the side a few times. When she doesn't respond, he breathes a sigh of relief. The other soldier joins him, and together they secure her for transport. The soldier calls in.
" Alpha one, this is Delta seven, come in."
" Delta seven, this is Alpha one. Report."
" We've captured what we believe is one of the target hybrids. Repeat. We've captured one of the bogeys, sir."
" Which one is it, Delta 7?"
" We believe it's the female, sir. It's a biggun, with a red striping in it's fur."
" Roger that, Delta 7. Sounds like the female. Is it secure?"
" Yes sir. Awaiting instructions."
" Secure it in the holding cage, and trank it up. Make sure it doesn't wake up til morning, at least."
" Roger that, Alpha one. Don't want to be facing that beastie again."
" Affirmative on that. Good work, Delta seven. Keep hunting for the other bogey. Clear?"
" Roger sir, out."
" Alpha one, out."

" What was that about?" Giles asks Riley. They're by the front door to the magic shop.
" Delta team has secured Veruca, it sounds like," Riley says.
Motioning to his men to get into position, he turns to Giles.
" Ready?" He asks.

" Let's go" Giles nods.
Breaking into the shop, Riley and Giles rush through the customer area into the back. There they find the three ' conspirators' in rather compromising positions.
Ethan and Xander are standing facing each other. Anne is on her hands and knees between them. She is servicing Ethan with her mouth, while Xander seems to be exploring the other major orifice of her body. The three freeze.
" Well, Rupert. Seems you are, as usual, the master of timing!"
Shoving Anne away, he turns and runs.
Riley starts to pursue him, but Giles stops him.
" No, he's mine." He says quietly.
Riley, seeing the look on his face, doesn't argue. Rupert Giles takes out after Ethan.
The soldiers surround the remaining two, and there's some snickering in the ranks.
" That's enough, " Riley barks, and turns to the two. " On your feet, now" he addresses Anne.
" Now, now, Lt. Commander." Anne says, starting to walk towards him, " I'm sure we could come to some accommodation." There's a twinkle in her eye, as she notices Riley staring at her naked form.
Riley raises his rifle, and points it directly under her chin." I'd stop right there, ma'am, if I were you."
Anne, smiling a little ruefully, raises her hands above her head.
" Fuck this!" Xander yells out.
He charges the line of soldiers. One of them reverses his rifle, hitting square in the face with the butt. He falls like a ton of bricks.
Riley smiles. " Now that is a beautiful sight." He says. He turns to one of the soldiers. He notes him staring at Anne. " Stop drooling, soldier, and find something to cover her with."
The soldier, embarrassed, looks around the shop and comes up with one of the robes. He quickly drapes it over her.

Faith is driving desperately toward the UC Sunnydale campus. After what happened at Willow's house, she's afraid what she'll find there� or along the way.
Strangely, the town itself seems to be quiet. Thank god, whatever's going on didn't happen tomorrow. Might have been spread all over town! Still, she's worried about Oz, Angel and Buffy� even Veruca, for some strange reason. Whatever happened to Willow might have happened to them, and she has to get there to help them.
She is driving down a side street when another bolt of pain hits her. Stomping on the brake, she fishtails the van, narrowly missing a parked car. It comes to a stop, diagonal in the street.
Hunched over, she sweats out the pain. Somewhere in the back of her mind, she wants to just let it go, let whatever's going to happen, happen. But she hangs on. Oz needs her, Willow needs her. She can't� she won't give in now! Gripping the steering wheel tightly, she convulses as the pain shoots through her. But she hangs on, not giving in.
Finally, the pain subsides enough so she can continue. Sweating profusely, she starts the engine, turning the van right ways on the street. She heads towards the campus, still feeling weakened.
A few minutes later, she comes to the main gate of the campus. She turns in, and starts towards the fraternity house only to be stopped by two soldiers near the entrance.
" I'm sorry, miss. But the campus has been closed. There's a chemical spill, and no one is allowed in until it's been taken care of."
" My cousin's in there. He's playing at a party at one of the Frat houses. I've got to get to him�"
" I'm sorry, Miss. I'm sure he was evacuated with the rest. Please turn around now, and leave."
" You don't understand� this is his van. He can't leave his stuff�"
" Miss," The soldier raises his rifle. " You'll have to leave. Now!"
" Wait a minute, " The second soldier has been scrutinizing Faith. He looks at a portable device he's been carrying. " She looks like one of the hybrids, sir."
" Get out of the van, miss," The soldier levels the rifle at her chest.
" What's going on?" Faith, scared, looks at the soldier. " Ok, I get it. I'm out of here."
" Don't move, miss. Just get out of the van."
" Ok, ok. Just don't get crazy with that thing, " Faith says, starting to raise her hands.
As she does, however, she pops the clutch, and throws the van in reverse. She stomps on the accelerator, shooting backwards at full speed.
" Stop! Stop!" The soldier calls out, aiming his rifle at the retreating van. " Stop or I'll fire!"
" Just shoot her, you moron," The other soldier calls out to the first.
Screw you, pal! Faith thinks as she looks over her seat to avoid hitting anything. She does a doughnut on the campus road, turning the van around 180 degrees. She shoots off into the night.
The first soldier fires repeatedly, but misses the van. He turns to his companion.
" Don't just stand there. Get the Humvee. We've got to go after her!'
Faith, scared out of her wits, begins to drive aimlessly, anything to lose the nazi's at the gate.
What the hell is going on here?

The bat thing that used to be Angel stand over the prostrate form of Buffy. He hunches over, sniffing her. He's more curious than hostile.
Something registers in his mind. Mate. Good. Don't hurt. He watches over her, making sure nothing comes close.
Buffy, still under the spell, wakes up. She sees the bat thing standing over her, and screams.
"Get away from me, " She starts to push herself away from it, panicking. She moves further and further away. " Leave me alone!" She whimpers, getting to her feet.
The bat thing, not understanding, starts to come to her. Buffy, scared silly, turns and starts to run.
And runs right into Oz in his wolf form.
She screams� and faints again.
Oz sniffs at her, sensing prey.
He doesn't even see it coming.
But suddenly Angel is on him like white on rice, attacking him fiercely.
He and Oz get into it, clawing biting and scratching each other, trying to get the upper hand.
Buffy recovers from her second faint, and gets up, running away . She hides in the nearest bush.
Oz and Angel, fighting to the death, don�t see the soldiers approaching.
" Good god, what the hell is that?"
" Shit man, shoot first, then ask questions!"
Both men raise their taser rifles, and let the combatants have it.
Oz and Angel, hit by 10,000 volts each, fall to the ground convulsing. The men shoot tranks at them, and they're neutralized.
" Man, I'm telling you, I don't get paid nearly enough for this," one of the soldiers says to the other.
He nods, and gets on the horn.
" Alpha one, this is bravo six. Over."
" This is Alpha one. Report. Over."
" Sir, I think we've got one of the bogeys. It's a wolf anyway."
" Good work. Get it secure."
" Sir? There's more."
" What is it, Bravo six?"
" Well, there's another thing with it. Some kind of bat looking thing�but it's huge!"
" Bat thing?"
" Well it sort of looks like a bat, and sorta looks � well, kind man shaped, too."
There's a pause on the other end.
" It must be one of the other hybrids. Don't touch it, just leave it."
" Leave it sir? It looks� well, it looks downright dangerous!"
" It's harmless. It's just some kind of magic mojo going on. We almost have the situation under control. Just leave it. It'll morph back soon enough."
" But sir, if it wakes up?"
" Well, hit it with a couple of tranks, That should keep it out til the situation is resolved."
" Sir�"
" Are you questioning an order, soldier?"
" No sir. Leaving it. Got it."
" Anything else, bravo six?"
" No sir. Out."
" Alpha one out."
The soldier goes over to the inert form of angel, raises his rifle again, and hits it with a few more tranks.
" I swear, they don't pay enough for this!"

Faith is getting desperate.
That truck or whatever has been on her tail for the last 15 minutes, and she hasn't been able to shake it. It doesn't close in ; it just keeps following her.
" What the fuck is their problem? I didn't do shit!" She mutters to herself.
But she's getting scared, really scared, by all the soldiers all over the place.
What's going on around here? Why all the soldiers�and what do they want with me? Shit, I'm done with this!
She makes a few quick turns, right, and then left, then right again. She comes to an alley, barely wide enough for the van, and runs up it, cutting the engine and lights. She ducks down, and waits.
She sees the wash of lights in the rear window, and feels her heart start to beat faster. Oh shit, I'm totally screwed! But the headlights pass, not stopping. Still, she lays down on the floor, waiting.
After what feels like 10 minutes, she gets up off the floor, and quietly lets herself out of the back of the van. She abandons it, deciding that being on foot will be a lot less conspicuous, and a lot safer. I'll come back for it later.
Faith goes to the end of the alley in a crouch, and peers out, looking both ways. She doesn't see any vehicles, military or otherwise. Breathing a sigh of relief, she starts walking up the street.
She heads in the direction of Willow's house. Somehow, she has to check on her, be sure she's ok.
Then, she's got to find out what the hell is going on around here.

" Alpha one, this is Alpha seven, over."
" This is Alpha one. Report, Alpha seven, over."
" Sir, we lost the hybrid we were following. Can't find her anywhere."
" Abort the pursuit, Alpha seven. Go back on patrol, be sure no other incidents pop up."
" Roger that Alpha one. But Charlie three was worried, sir. She seemed to know more than she should."
" Don�t sweat it Alpha seven. If trouble pops up, we'll take care of it later. For now, just go back on patrol."
" Roger that, Alpha one. Alpha seven out."

" Alright, Ethan. Talk!"
Giles has the rather naked Ethan Rayne pinned to the wall, his arm braced against Ethan's throat.
" Well, Ripper, it's good to see you too." Ethan replies, somewhat hoarsely. " It might be easier to talk if you take your forearm out of my windpipe."
" Very well." Giles releases Ethan's throat, and grips his arm. Twisting it around, he levers it up his back.
" Now, Ethan, we're going to have a little chat, and you're going to tell me how to reverse the spell."
" And I wish to do that because?" Ethan says flippantly.
" Because, " Giles pushes Ethan's arm further up his back, eliciting a groan from Ethan, " I asked you nicely."
" Right then, " Ethan says, " Well, let's see. Reversing the spell. How does that go again? Oh yes� you put your left foot in, you put your left foot out, you put your left foot in and shake it all about�"
Giles, losing patience, throws Ethan into the wall. Head first. Ethan slides down, landing on his butt. Amazingly, he's still conscious. " Cut the comedy, Ethan. Tell me how to reverse the spell."
" I'm sorry, Ripper. You simply haven't persuaded me yet, " Ethan says from his sitting position.
Giles eyes go icy with anger. He comes over to Ethan, and grabs him, lifting him bodily up the wall.
" Do you want me to persuade you, Ethan?" he says in a very quiet voice.
" Oh, please do!" Ethan braces for another blow.
It comes in the form of Giles' fist hitting him hard in the solar plexus. Losing his breath, Ethan collapses on the floor, in a semi fetal position. " Oh crap that hurt, " he groans.
" Tell me what I want to know, Ethan." Giles kicks him. Ethan groans.
" Say pretty please, Ripper, " Ethan groans from the floor.
" Pretty please, " Giles says, kicking Ethan in the small of the back.
" Ohhhhhhh�.." Ethan is in agony.
" Tell me, Ethan. I can keep this up all night. You on the other hand? Probably will start having broken bones very , very soon."
" Alright, Ripper, stop. Enough." Ethan somehow sits up. " Break the statue."
" What?"
"The statue of Janus, on the Altar. Smash it. That'll reverse the spell."
Giles kicks him again, hard.
" What the hell was that for?" Ethan groans, falling over.
" For being a bloody burke," Giles mutters. He walks over to the altar, and grabs the bust of Janus. Lifting it high over his head, he throws it at the floor.
It smashes into a thousand pieces.

-8-

At the fraternity house on UC Sunnydale, everything suddenly changes.
The partygoers revert to their normal selves. Everyone is milling around in confusion.
A few, caught en flagrante delicto, quickly cover themselves with whatever is at hand. Red faced, they go in search of their clothing.
Buffy stands up from behind the bush where she's been hiding. Her eyes tell it all. Buffy's back home in her head.
She looks around, and sees Angel, morphed back into his normal form, lying prone on the grass.
"ANGEL!" She cries out, running over to him. She kneels down beside him, gently lifting his head. It's then she notices the tranquilizer darts in his body. " Oh my god, what happened? What did they do to you?"
Angel opens his eyes. He feels very woozy. " Buffy? Are you ok? What happened?" He whispers.
" I dunno, honey. Weird stuff." Buffy cradles him in her arms. " Are you ok?"
" Just a little dizzy, " Angel struggles to sit up. " Ok. A lot dizzy."
" Shhh� just lean against me, " Buffy says, pulling him back. She pulls the darts out of him.
" What's that?" He asks, still not thinking too clearly.
" Trank darts. Somebody shot you with tranquilizers."
" Well, that explains why I feel like the world's spinning around." He leans heavily on Buffy." I don't know if I can walk yet."
" Don't worry. Just rest. We'll get home soon�before sun-up"
Angel leans wearily against her. Buffy looks out into the night, her face reflecting her worry.
Something bad is happening here. First the dreams� then the burns. Now this. Something's wrong, way wrong. I don't know what yet, but damned if I'm not gonna find out.
But for now, she just sits there, holding Angel
And worries.

-9-

" Yes, Dr. Walsh, the situation is under control again. " Giles say into the phone.
He looks tired, very tired. He listens as Dr. Walsh speaks.
" That's right. Veruca and Oz have been secured, and they're on their way back to you. " He listens some more, and makes a face. " No, I don't know what spell he used exactly. I didn't get a chance to ask him. He seems to have escaped�" He sighs. " We still have Anne Price, and yes, Xander was in on it, too." He leans heavily on the desk. " Look, Dr. Walsh, can we finish this in the morning? It's been a long night, and I� yes�.ok, I'll call you tomorrow and give you a full report on the night's activities. Yes. Yes. Alright, then. Goodnight."
Giles hangs up the phone. Getting up, he goes to the kitchen. Getting a tumbler out of the cabinet, he pours himself a double scotch. He wanders back into the front room , and sits wearily into the chair. Sipping the scotch, he stares off into space.
Despite their success, he doesn't look happy. He isn't. Tonight has driven home something he didn�t want to admit.
Dr. Marguerite Walsh, his old friend, his colleague of more than 20 years, is insane. She's out of control, and has to be stopped.
She treats them like lab animals. She's playing god, and it has to stop. They're human, and deserve a chance at life. Not like this�this travesty! They deserve to know the truth about themselves� and I'm going to have to be the one to tell them. No one else will.
He sips his scotch, and thinks about Buffy and Willow. He knows when it comes to them, he's not objective. Not in the least. He's come to love them like daughters. Seeing them put through this, suffering the whims of Dr. Maggie Walsh, angers him. He has to stop it. He has to.
Tonight has also taught him he has to be careful. Dr. Walsh might be insane, but she's clever. He sees how she treats her ' problems'. He can't let on what he plans to do� to anyone. For now, he has to keep the peace.
But soon, very soon, he plans to tell all.
Maggie Walsh be damned!

-10-

Faith stands in the front yard, looking at the Rosenberg house.
She needs to get inside, to Willow, but she hesitates. She knows she can probably climb up the tree, back on the overhang, and through Willow's window� if it's still open. The hard part is deciding if she should.
She loves me. She says she loves me, anyway. But what do I got to offer her? I'm nothing but a high school dropout delivering packages on a bike. Maybe playing in a garage band. Oh yeah, and a freak!! I don't care what she says, I'm a freak. That pretty much was settled tonight. What did those soldiers say? Hybrid? Crap. That means I'm some kinda mutant? Shit. And I want to give her that? Aw, fuck it. I should just go. She'll get over me�probably way before I get over her. Damn�

"Faith?"
Faith nearly has a heart attack. She whirls around, and there's Willow, dressed in a robe and slippers, on her front porch.
" Damn, Red!' Faith stage whisper to her, " You scared the crap out of me. What're you doing up? You should be sleeping."
" Uh-huh. Well, honey, sorry, but that love tap you gave me? Wore off" Willow rubs her jaw. " Still hurts though. You don't really plan on doing that a lot , I hope."
" You remember that?" Faith asks, feeling like shit. Fuck me! It figures that's what she'd remember!
" Yeah, kinda remember everything, actually," Willow comes down off the porch, and walks over to Faith. " I remember you gave me your coat, so I could sneak in without my mom going postal if she caught us, and I remember going through the house�" Willow somehow manages to slip herself under Faith's arm, and slide her own arm around her."� then I remember all of a sudden wanting to charge you for sex! Boy, talk about you role playing" She laughs softly. " Then you lead me up to my room, which I didn't recognize.. and oh yeah, you hit me!" She punches Faith lightly on the arm.
" I'm sorry," Faith says, quietly. She disengages herself from Willow. " I should just go home�"
" Oh no you don't!" Willow grabs her, turning her around. " You're coming with me, Mister. No arguments." Willow realizes she's done it again when she sees Faith's face." Faith, that doesn't mean anything. I say it to everybody. Shoot, I say it to Buffy. How much more girly can someone get than Buffy?"
Faith smiles. She has to admit, Buffy is pretty far up on the girly scale. Then she frowns.
" That's not the point, Red. Doesn't matter. I'm really a freak, and I got proof tonight."
" What're you talking about?"
Faith explains briefly about what happened at the UC Sunnydale campus.
" Hybrid. Don't know what that means, except it means I'm some kinda mutant freak. "
" A hybrid is just the result of putting two or more wonderful things together, to create something even more wonderful." Willow slips her arms around Faith's waist, and moves closer to her. " And with you? I couldn't agree more. You're very special to me." She leans in, and kisses Faith gently on the lips.
" Don't, please Red, " Faith backs away, " that just makes it harder."
" Well, baby, that's what I was hoping for," Willow giggles
" Not THAT!" Faith blushes, realizing that it is waking up, " I mean�harder� to leave�"
" Leave? As in go away and come back, or go away and not come back?"
" Not"
Willows face bunches up, and her lip begins to tremble. " Y-You don't l-love me?" She doesn't make a sound, but the tears spill over onto her cheeks.
" No� that's not it. Oh god, don't cry, Red. Please�don't cry!' Faith grabs her hands, holding them in hers." I love you so much, it hurts."
" B-But you don't� you d-don't wanna be with m-me?" Willow's tears are flowing freely now. " What's wrong with me? Am I ugly? Is that it? I'm ugly, aren't I?" Willow's body seems to lose all its energy. She slumps. " What was I thinking? Someone like you, sexy and hot and beautiful, wanting me." She starts to turn away.
" No, don't say that. You're beautiful. God, when I think of you, I get� shit� just thinking of you makes me all� I want you so much, Willow. " Faith's will crumbles. She pulls Willow close, and starts kissing her, desperately , all over her face. " God I want you so much. I need you, it hurts to not touch you�"
" Love me?" Willow's voice is breathy. She runs her hand all over Faith's back.
" Yesssss, " Faith almost hisses, kissing every bare inch of Willow's neck she can reach.
" Make love to me?"
" Yes, yes, yessss" Faith surrenders. She can't think of anything else. She doesn't want to think of anything else.
" C'mon," Willow takes Faith's hand, pulling her along.
Faith, under her spell, follows like a child.

They're in Willow's bedroom. Willow is standing in front of Faith. She puts her arms around her, and kisses her.
It's a deep warm kiss. Faith, still feeling a little dizzy, opens her mouth to take Willow's insistent tongue. Willow's tongue caresses hers, and Faith gently sucks on it. The kiss becomes more passionate as Willow's tongue becomes more active in her mouth, more demanding. Faith comes fully awake, pulling Willow close. Her hands run over Willow's back and butt, grabbing and caressing and pinching. Willow leans into her, melding against her body, grinding her crotch against Faith. The kiss seems to go on forever, until finally, breathless, they break.
Willow leans back a little, and begins to unbutton Faith's blouse.
" What're you doing?" Faith, suddenly shy, bats away her hands.
" I wanna see you naked, " Willow says, leaning in, sucking on her earlobe. " I wanna touch you all over."
" Willow, please� don't, " Faith, still not comfortable with her body, her new addition, protests. " I � just can't �"
" No, you can't do this, not now. I won't let you." Willow rubs Faith all over, not letting her cool down. " You've got to see how beautiful, how sexy you are."
Taking Faith's hand, she pulls her to the closet. Opening the door reveals a full length mirror attached to the inside. She starts up unbuttoning Faith's blouse.
She continues until Faith is down to her jeans and belt. She comes up behind Faith, and slips her arms around her waist.
" See, baby? You're a girl. A very beautiful, sexy girl" Willow licks her neck, sending shivers down Faith's spine. " My beautiful sexy girl." Willow brings her hands up, and cups Faith's breasts. " Mmmm� pretty boobies." She starts to tease the nipples, making them swell.
Faith pants. She's never felt so sexy in her life. She leans against Willow, feeling her breasts push into her back. Willow, also incredibly turned on, rubs her crotch against Faith's butt.
Willow moves her hands from Faith's breasts. She runs them down her tummy, and over her thighs and hips.
" So sexy" Willow coos, her voice low and sultry.
" You make me feel � soooo.. sexy, " Faith whispers, her throat dry. She turns her head, and Willow kisses her warmly on the lips. Their tongues caress. Willow moves her hands to Faith's belt buckle.
Faith stiffens. Willow, sensing her fear, nibbles on her ear, and whispers.
" Baby, you're all sexy�all of you. Now, let me see the rest�."
Faith is still tense, but she doesn't resist. Willow unbuckles her belt, and then unbuttons her jeans. She hooks her hands in the belt loops and pulls the jeans down over Faith's hips until the puddle around her ankles.
Willow's eyes go wide. " You're not wearing any underwear!" She grins, " Sexy!"
Faith lifts each leg, and kicks the jeans away from her feet. " Well�. I can't wear panties, cuz they don't feel right anymore, and I'll be damned if I start wearing boxers!"
Willow, still kneeling behind Faith, has an up close view of her butt. She leans in just a little, and gently bites the right cheek. Faith, surprised, jerks forward.
" What the hell are you doing?"
" I always wanted to bite your butt, " Willow giggles. She strokes a finger along the Faith's leg.
Faith feels tingles all over her body. God, her touch is so� sooo�
" I thought you said you never did this before, Red."
Willow giggles, and stands up. Letting her robe drop, she melds her body against Faith's her hands go around her waist again.
" Well, remember when I said I kind of remembered everything?"
" Yeah�so?"
" Well, I kinda remember being a hooker too� and everything about being one�" She giggles softly, and bites Faith's neck. " Baby, I'm gonna rock your world " She whispers softly.
Faith up to now has been avoiding looking at herself in toto. Taking a deep breath, she looks down, and she sighs. Every time she looks at herself, all of herself , she keeps hoping that it'll be gone. That she'll see her vagina there, not that� thing. Fuck no�it's still there, hanging like a fucking sausage� . Not liking it, she squeezes her eyes shut tight.
" No, baby, don't, " Willow whispers softly in her ear. " Don't do that. Open your eyes. Look at it."
Faith frowns, but she complies. She opens her eyes, staring at the thing between her legs. She makes a whimpery noise.
" It's sexy baby, like you're sexy, " Willow moves her hands down, rubbing them along Faith's thighs. " It's beautiful." Willow nibbles her neck.
" No, it's not, " Faith almost whimpers. " It's� ugly, God I'm so ugly� it's a joke? It's a big fat joke� shit, let me go" She starts struggling weakly against Willow's embrace.
" It's not a joke. Faith, it's beautiful. You're beautiful. Do you think I'm a joke? What? You think I'm joking with you? Lying to you?" Willow almost casually lets her nails brush over Faith's penis. It jerks up in response.
" N-N-Nooo" Faith stutters. She feels like cold fire has just rushed through her guts.
" God, don't you know how much I want you? I can't think of anything else, hardly, " Willow says, reaching down and taking Faith's cock in her hand. Faith almost jumps. " God I lay in bed at night ,and I think of you�I think of how you put your cock in me, and my pussy gets all wet, and I get so horny, I've got to take my fingers, and I start pumping myself�and god it's just not enough. I want to feel your cock in me Faith. I want it in my pussy so bad I hurt � " Willow starts to move her hand up and down Faith's shaft. She feels Faith shiver against her. " Baby I want to wrap it in my pussy, and squeeze it. Feel you shoot your hot cum in me � feel it fill me up� ahhh�" She starts to hump her mound against Faith's butt. Faith is starting to pant heavily. " I want to kiss it. Can I kiss it?"
Faith is tingly, so lost, she can barely speak. " uh-huh" she says in a soft, sing song voice.
Willow comes in front of her, and kneels down. She takes the now hardened shaft in her fingers, and holds it gently. She leans in , and licks the tiny drop of pre-cum off the tip of her cock. She feels it move against her tongue, and smiles.
Taking her lips, she presses them to the head of Faith's cock, and gently kisses it. Faith groans. Willow presses them harder, and opens her lips, sliding her mouth over the head. She gently begins to suck on it.
Faith feels lightening bolts go through her gut, and she starts to feel weak kneed and woozy. God, no wonder guys like this so much!!! She feels her hips weaving, as Willow continues to play the skin flute.
Willows soft fingers start up and down Faith's shaft, and then stops. She looks, then opens her mouth, letting Faith's dick plop out.
" Oh, god, Red. Don't stop pleaaaassseeeee" Faith grunts.
" Faith� ummm� baby? You don't got �ummm� where's your scrotum?"
" Huh?"
" Your balls honey� they're�well, they're not here."
"Whatdafuck? I never had any� I don't think�"
Willow shrugs. " I guess then never descended" She looks closer, and pulls back. " You got a pussy!"
" Huh? Yeah, girl born with it, remember?"
" Yeah, but I thought� I mean, when this�" She touches Faith's cock, which wobbles, " I thought it changed�"
" No�shit, haven't you been listening? I told you, I'm a freak. I got both!" Faith reddens angrily, and starts to step away. " God, lets just forget the whole fucking �."
Willow grabs her leg. " No way�god, this just gets better and better�" She slides underneath Faith.
" What the hell are you�"
Willow grabs Faith's cock and starts to pump it up and down. At the same time, she buries her face in Faith's pussy, sliding her tongue between Faith's lips.
" Oh god what are you doing�." Faith feels like her whole body is on fire.
Willow, her tongue busy, doesn't answer. She keeps pumping Faith's cock as her tongue reams out her pussy. Faith is starting to feel incredibly weak and dizzy.'
" Red�stop� I'm gonna fall� on you�gonna�oh shit�"
Willow, afraid Faith will fall and hurt herself, stops and eases Faith onto the floor. Once there, she takes Faith's cock in her mouth and slides her fingers into Faith's now wet pussy. As she works, she starts making soft mewling noises.
Faith feels like her guts are all twisted up inside. She can�t think, she can't hear. All she can do is feel Willow's mouth on her cock, and Willows fingers fucking her pussy. She doesn't know what to do. Her body just starts to move around, thrashing as her climax grows closer and closer.
Red�oh god red I'm so gotta oh god gonna gotta�aaaaaaaaa"
Willow is merciless, sucking and finger fucking Faith. She can sense the explosion coming, and she wants to see Faith come. She pumps her head up and down Faith's cock faster and faster as her fingers nearly fly in and out of Faith's sopping pussy.
Faith feels every muscle in her body tighten, her pussy clamping down on Willow's fingers. At the same time, something snaps in her brain, and her cock shoots out cum�shoots�and shoots.
Willow, Faith's cock still in her mouth, nearly gags when the cum starts to pour down her throat. She gently releases the cock, and slides her mouth off. But she grabs it with her other hand and pumps it, watching Faith's cum shoot up in the air. At the same time, Faith's pussy clamps tight on her fingers, and she feels her juices start to leak out and over her hand and wrist.
Faith lays still, perfectly still. Her body doesn't move, doesn't twitch. She stares glassy eyed up at the ceiling. She doesn't make a sound. She seems to be not breathing.
Willow panics. " Oh my god, Oh my god I've killed her. Oh no, no, no, no�baby. No!" She goes to Faith, putting her fingers on her neck. She feels Faith's pulse beating, strong and fast. She nearly collapses in relief. Suddenly, Faith gasps. She looks at Willow, panting heavily. Trying to get enough air to breathe.
"What the fuck� what the fuck did you do to me?" Faith gasps.
Willow, nearly dying in panic a second ago, giggles in relief. " That's it, exactly." She lays down next to Faith, wrapping her arms around her. She snuggles close to her, and kisses her gently on the lips. She purrs softly. " Boy, my baby came so good." She giggles. She looks down at Faith's waist, and her eyes go wide. " Oh my god, you're still hard!"
Faith, recovering her breath, looks over at Willow through slitted eyes. She smiles evilly.
" Uh. Huh. Well�. I seem to remember someone saying how they wanted to feel my cock in their wet pussy� and honey, as wonderful as your mouth and fingers are� I want to put my cock in your pussy, bad�"
" Oh really?" Willow's voice gets throaty. She starts to rub her wet pussy on Faith's leg. " You mean this pussy?"
" Oh yeah� " Faith, somewhat recovered, gets up. She lifts Willow in her arms, and starts towards the bed. Willow throws her arms around Faith's neck, and giggles. She leans in, and lowers her head to Faith's breast. Her tongue shoots out, licking the nipple. Faith gasps. " god, so not fair!" then she chuckles. " And who give a fuck?" She moves her hand and gently starts to rub it against Willow's nipple. A little shakily, She lays Willow on the bed, and lays down next to her.
Faith kisses her, the kiss becoming hot and passionate. Her hands move over Willow's soft body. Willow sighs into Faith's mouth, and moves closer to Faith, snuggling against her.
" I love you, " Willow breathes, as the kiss ends.
" I love you, " Faith says, and starts kissing Willow's neck.
Willow lays back, enjoying Faith's kisses and licks. She feels Faith move down, and then feels her cover her nipple with her mouth. Tiny sparks of desire shoot directly to Willow's pussy, causing her to start leaking again. She brings she hands up, pressing Faith's head to her breast. A soft sigh escapes her.
Willow has never felt like this in her life. All her life, people have never looked at her, not like she was sexy and desirable and wanted. Her emotions overwhelm her, and she begins to cry.
" What's wrong, baby?" Faith looks up at her, concerned.
" Oh god, nothing�nothings wrong lover. God, you really love me, don't you. Love me? I never� thought anyone could love me�" Willow starts to weep openly.
Faith slides up, wrapping her arms around Willow. She cuddles her.
" I love you so much, Willow, I can't stand not being with you. God, I feel empty when I'm not with you. I thought tonight� when all the craziness happened, I would lose you� and I just wanted to die. That's why I came back. I had to know� you were you again�. " Faith feels her own tears stinging at her eyes. " I though when you .. when I thought you wanted to leave me� god, I � I never�oh shit, I'm getting all blubbery now�" She starts to cry.
" Shhh� I'll never leave you. How could I, baby? I need you more than anything� food, water� mochas� shit, if I can't have you, I don't want to live. I want to die�"
" Don't� don't ever say that�" The two girls cling to each other.

After a few minutes, Willow rolls Faith onto her back. Faith looks at her questioningly.
" Shhh�" Willow says. She gets up, and slowly, very slowly. Lowers herself onto Faith's cock.
She starts to roll her hips, moving up and down Faith's hardening cock. She grabs Faith's hands, and places them on her breasts.
" Fuck me Faith, please baby. I need you to fuck me good. God, I want to feel you so bad� I need you baby, fuck meeeee�"
Faith starts to move in rhythm with Willow, thrusting in time to Willow's movements. She gently squeezes and rubs Willows breasts, feeling the nipples harden in her palms.
Willow reaches out, and cups Faith's breasts, kneading them as she moves faster and faster on Faith's hard cock. She begins to moan .
" mmmmm�nnnnnn.,� god it feels so good� oh god I want you so much .. .god Faith fuck me� fuck me�" Her hips move faster and faster, and she leans over, kissing Faith in a fierce, fiery kiss. She sucks on Faith tongue, as if it can fuck her mouth like Faith's cock is fucking her pussy.
Willow feels the dampness between her legs become a flood as she feels the fire in her belly grow and consumer her. She pumps on Faith's cock harder, harder, throwing her head back, her hair flying as she abandons everything to what she's feeling. Faster and faster she pumps, her mind breaking apart as she leaps over the edge, her orgasm bursting within her. She lets out a moan that seems to last forever as her body keeps pumping and pumping, and her pussy clamps on Faith's cock.
Faith feels her cock start to spurt within willow and she moans and cries out. She's never felt anything like this. She wants� needs more� more�.
The women, exhausted, covered in a sheen of sweat, collapse against each other. They roll in the bed, and arms and legs become entangled. Faith begins to withdraw, but Willow clamps down on her.
" Uh-uh, " She whispers, her voice scratchy. " I want� need to feel you in me when I wake up."
Wrapped in each others arms, the tired but extremely happy women fall asleep.

-11-

It's three a.m. in Sunnydale, and everything is quiet.
Ethan Rayne's plans have been foiled; the only stain is that Ethan himself somehow escaped. But the crisis he generated has been averted, and all is well.
In at least one bedroom, two women hold each other. They are in love, and are the happiest they've ever been. They sleep peacefully, dreaming of a happy life together.
Elsewhere, a very young blond woman cuddles up to her lover, happy to just hold him. He's still weak from the tranquilizers, and they didn't make love. But she's happy just having him in her arms.
All is quiet. All is peaceful. Nothing is stirring in the small coastal town of Sunnydale

There is not a hint of the explosion to come.

To be continued
- 7
- 8
- 9
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