The Amazing Spider-Xander

Author: B.H. Ramsay <drgonzo124[at]>

Disclaimer: Characters appearing here belong to either Marvel Comics OR Mutant Enemy

Rating : PG

Pairings(s) Various

Spoilers: Many

Summary: Xander &#39;s struggles to maintain life as a Scooby and his secret life as a web-spinning superhero

Dedication: To Wesley who did the best version of this kind of Xander-tale, the Shrine of Heroes, everyone at Xanderzone, Crossover Connection &amp; Buffy Crossovers


A/N A big shout out to my BATA and the other people whose continued enthusiasm for this story is awe inspiring...May my efforts continue to justify your words of support and praise.

Chapter 1

School kept me on the go Joyce. Money was tight what with Books, materials and rent on the loft after Angel left for LA. Plus, Giles as a watcher was nothing compared to Professor Rupert Giles. His promised basket weaving class, Ancient Myths and Legends 101, proved to be a rigorous history class and although showing up breathing was enough for the other students in his class. Professor G-man set the bar slightly higher for Team Scooby. Small wonder we did not notice the many forces that would be at our throats for the rest of the year. Buffy was under just as much pressure as me. With Spider-man sharing the load, I thought things would get easier between Buffy and me. Instead, it seemed that the only time I saw the girls was when Slayage brought Spider-man into the fray. The most time I spent with Buffy was when she started showing up at the on-campus Pub where I had a job bartending. After Buffy burned it down following the whole Beer Bad incident …oh yeah, as I recall we cleaned up the story that we told you. Well it all started with…


It was frosh week, and the UC Sunnydale campus was a hotbed of lunatic activity. Most ot he sober and responsible students knew that the last place they wanted to be was on the quad. Tara McClay was not "most students". Although she was starting to re-consider her Let's-Get-A-Jump-On-The-Reading-List brainstorm.

The guys chasing her were obviously drunk and in the morning would remember little of the awful things that had yelled when she went past them.

The brutish jocks were herding her in the opposite direction to her dormitory. She hoped to lose them and then circle back to Stevenson Hall, it never came to that.

A darkly colored blur swept past her She fell to the ground and when she looked back the guys were suspended several feet above the ground and her pursuers were shouting in drunken rage. Standing partly in shadow was a man in dark costume…Spider-man.

"Hopefully you will be on the way to being sober by the time campus security shows up to arrest you losers." He sighed as though this was a scene he had repeated a few too many times tonight.

Tara had heard the stories and frankly thought that they were just that … stories. No way could such things actually exist. Yet here he was regarding her with head cocked to the side like he was waiting for something. That was when Tara realized her mouth was hanging open.

"Are we working on a scream… " Spidey asked urbanely "a comment a question, a lecture about my misguided assumption that a woman being chased through the night needs to be rescued by a man."

"Wow?" Tara finally said

"Well in light of the night you have had that's probably the best we can hope for. These guys are under-wraps for a while. Think you can find your way back to your dorm from here?"

Tara nodded

"Well then I'm on my way, get home safe ma'am." He jumped into the air and disappeared in to the night.

"That was unreal." Tara whistled to herself, a guy just rescuing people while running around in a spider costume. She had heard the rumours but Sunnydale was weirder by far even then that. Good, maybe she would fit in here after all.

She left the guys hanging suspended from the tree and headed home. At least she had something to ask about at her first Wicca Group meeting tomorrow.


"Xander" The bar owner called as he slipped out of the storeroom.

"Yeah, Boss?"

"Where the hell did you disappear to?"

"Pego-Pego "

"Very funny smart guy, if I was paying you to be funny I'd want my money back. A half an hour break does not mean forty five minutes "

"Whereas a pint of beer does mean a glass of water with some keg foam added for taste."

"Smart ass, just start serving, and don't be late again."

Xander smiled. Every bartender everywhere seemed to live in fear that people would discover that bars usually found creative ways of stretching resources. Still, even with the watered down brew, the drinkers on campus were a rough crowd. He was glad he had decided to follow those bozos after they had left the pub. Xander was well experienced with the antisocial after affects of drinking. Still, The UCS Pub had more then its share of drunken violent jerks. "No wonder the owner was so glad to hear that I rarely ever drink" he muttered to himself. He began serving more customers. Many of them asking for the House Brew.


Maggie Walsh looked at young Lisa Moore, a bright girl with big things in her future the girl smiled nodded after as the students filed out of Walsh's psychology class

"And your sure about this? "

Lisa nodded, "confirmed sighting, I checked with campus security it was a hour before they got the guys down from the tree the substance is described as feeling like silk but being stronger then steel

"Did you talk to anyone else in this gathering "

Lisa nodded "They all have stories, some are second and third hand accounts and some sound like tabloid fodder but it seems this Spider-man really gets around. "

Walsh turned to a handsome teaching assistant, he served as her right hand man. His name was Riley Finn "What do you think" she asked

"He moves fast, leave little to trace him. Even a cursory examination of incidence reports doesn't tell us much. I cant even guess-timate where his hangs his webs. "

"Great," Walsh snarled "First this Vampire Slayer that no one can find a trace of. Now our human spider-slash-vigilante playing Hide & Seek. This town really likes to keep its secrets. Did this girl seem to bond with anyone."

"Not as such, although I think she might have been impressed with a girl who spoke up in the meeting. Her name is Rosenberg, Willow Rosenberg, I'm not sure but I think she might actually …know things."

"Why do I know that name "

"She's in your afternoon class which reminds me you have better get ready for them

Good work Lisa, let me know if anything else comes up. "

Lisa nodded and left for her next class. Walsh watched her leave and then turned back to Finn. "Finn do you know what's so nice about self-styled vigilantes."

"Their highly predictable patterns of behavior "

"No wonder you are at the head of the class "

"You have to understand Spider-man doesn't exactly pose for pictures. Well from most people. "

"What do you mean?" "

"Apparently, Spider-man occasionally allows himself to be photographed by a freelancer. Some townie student named Xander Harris. "

"Who is he?"

"A student lives off campus but supports himself by working at the pub on campus. I'm trying to find some leverage. "

"Well does he go to school? "

"Outside of his artistic pursuits, His high school career was … unspectacular "

"Great," Walsh sighed "an underachiever, I love those "

"He somehow affords school and a place off campus but just barely. "

"Think he's smart enough to fill out a grant application. "

Riley smiled "I think he can handle it. "

"I'll talk to some people I know, As long as they don't know their allocation is supporting some artsy type I should be able to get some additional funds. In fact, I'll make the call right now. " She headed to the door.

"What about your next class " Riley asked

"Finn, you are a teaching assistant, so assist. "

Finn smiled weakly, a moment or two later students began filing into the lecture hall. He caught sight of Willow Rosenberg accompanied as always by the cute Blonde he had been chatting with the last few days. They were arguing intensely, Buffy, it seemed, was of the opinion she was living with the roommate from hell. Finn sighed, "If only you knew how true that might be." he thought jokingly to himself

Getting her attention, he walked over to their desks smiling as he came. "Hey Buffy, how are you guys doing today." Buffy smiled at him prettily and his heart skipped a beat. "Listen, I was talking to Professor Walsh, she told me about some new fine arts scholarship that's being set up. I was thinking about what you said, you know about your friend and some of his money problems…"


The grant was a real stress breaker Joyce, RENT was no longer a problem and school was less of a drain on my bottom line. Things were going smoothly for Xander Harris. So of course Spider-man's life started getting really complicated.


Spider-man was an hour deep into his nightly patrol. The two nights on/ two nights off arrangement between him and Buffy meant that she had more study time since Spider-man was capable of dealing with most threats.

He landed on a roof over-looking a dark street. Looking down he saw a jogger in full burn, racing down the block. This reminded him he had not seen Cassie in class. He wondered what that meant, then he wondered what it meant that he cared. Then he stopped wondering since such thoughts lead to badness, then he nixed the stoppage since that betrayed a whole host of things he didn't want to speculate on.

It took him a second to realize the jogger was not jogging. She was running. She was running from a demon, seven-foot tall, strong, but not too fast, either physically or mentally.

Spider-man yodeled since that shocked the hell out of most people … and demons. He dropped onto the bad guy's head. Bouncing out of his reach he fired webs at its feet and yanked hard tripping the thing up. Looking around he tied his web-line to a lamppost and hauled the thing into the air so that it was wriggling upside down like a fish.

He wagged a finger at the struggling beast. "Running and Screaming is a sign the date isn't going well."

He turned to the woman "are you Ok, no broken bones scraps or lingering trauma that will be worked out on some innocent bystander?"

"You moved so fast" The amazement heavy in her voice.

"Some women take that as a compliment." Spidey fired a web-line into the air. "I should run you back to your place."

"Aren't you going to call the police. He seems dangerous."

"He seems dangerous but really, he just needs some space. His species is in heat and the bright colour of your jogging top is considered an attractant. He would have turned you loose as soon as he got a good whiff of you. Of course, you'd have been terrorized in the process hence my timely intervention. "

He scooped her up and web-slung her to a building a few blocks south. He dropped her off and headed toward Giles place. Ugh, he thought, lover-boy had gotten his I'm-In-the-Mood-Musk all over his outfit. Well since Giles was all in on the secrets, he would not mind giving up his washer/dryer for a bit. A plan that seemed to calm Spider-man's buzzing Spider-sense.


"Hostile 7 secured."

"Subject detained and entrapped Hostile 7 in about thirty seconds.

"Thirty seconds, it took us an hour and four guys to capture him the first time."

"What about the tracer.

"Planted as instructed"

"Control. "

"Signal is coming in strong and clear…no wait it just went off, danm it "

"Obviously, his sensory input detected the tracer tag.

"That variety is only detectable on the pheromone level only."

"Maybe he can smell really good, either way the trace is lost."

"Great any other good news."

"Strength and Speed are charting high…very high…this will not be an easy capture."

"Gentlemen, a High school student with a camera gets pictures of him all the time. Do not make me go back to Walsh with the news that she cannot count on a highly trained black ops team to do the same or better."

"Understood agent, Understood completely "


A few days later found Xander webslinging though town. "Late, I'm late for a very important date, no time to say hello goodbye" Xander hummed to himself as he threw his body through the air. Snagging a building face with his web he came up with and discarded a hundred excuses to give Cassie for why he was accidentally on purpose showing up late for the lunch he had promised her. He caught serious air and felt a buzz from his Spider-sense as he passed a construction site. "Danmit why is it always when I'm in a hurry, well this time, no banter, just save and go."


"OK are we set"

"It has to look accidental. The weight will drop Spider-man will show up and we capture him as he is doing the hero thing. "

"Crap, he's early, he's early, fire the squibs fire them now."

"Their fired, there is no way he can …My god "

"Control he just caught a thousand pound weight and secured it. "

"It didn't even drop, It was like he knew exactly where and when to be."

"That's impossible, that's beyond impossible."


Spider-man finished tying off the weight and leapt away. He had seen an old friend and figured a chat was in order. On the roof, watching the action, was The Black Widow.

"Well, well BW, fancy seeing you here."

"Why act surprised, you know I continue to observe you."

"And testing me as well, wanted to see if I'd rescue those construction guys"

"I had nothing to do with the accident. Besides, I already know you could handle that basic exercise."

"Look, I think its safe to say I'm pretty much over the hump of being warped by my powers."

"And the shock of your father being corrupted and transformed into the Green Goblin this too seems to have left you untouched." The mystic assassin replied archly

Xander startled. "How did you …never mind…If you know anything at all about me then you know that losing my old man is hardly the worst thing that could happen to me. "

"Much as I enjoy our reunion, aren't you at least curious why these incidents have been happening of late."

"What incidents, this is Sunnydale. The whole city is danger prone. Look this is really amusing but since you aren't killing me today I'm late for a lunch date and I really want to get off on the right foot with this one."

"Person or persons unknown are stalking you and the only thing on your mind is a romantic rendezvous."

"Hey people have wanted to kill me since before I was Spider-man. Wanting to be seen in public eating lunch with me? Not so much," He fired a web-line "Frankly I'm going to enjoy it while it lasts." He skipped off the roof and raced away.

The Black Widow followed the webslinger with her eyes and spied on the Black-Ops team that had been waiting below in ambush for him. "Never mind whether or not he's evil, sometimes I question his sanity." She muttered to herself before departing.


"So what happened with Buffy" Cassie was asking. She was asking about a third hand rumor taken from a girl who was currently dating a senior named Parker, a senior currently boasting that he had nailed the unreachable Buffy Summers. Buffy's humiliation was profound.

"I'm not supposed to discuss the matter, ever, on pain of death."

"Ouch " sighed Cassandra "that bad, I too know the pain of buyers remorse."

"Buyers remorse?"

"Bought a load of hooey, You're the only one for me…I've never felt this way about anyone…. God will bless you if you place yourself in my hands."

"Huh ? "

"Forget that last one I was just joking, anyway Are you going to kill Parker."

Xander had considered taking Parker on a scenic tour of the Sunnydale skyline but that seemed both extreme and petty. Buffy was a big girl and while visibly annoyed over the whole affair seemed to be dealing with it.

"Death is too good for him, unfortunately since the blazing sarcasm I would like to use would fly over his head I'm kind of stuck for a proper response."

"Well at a time like this, the only practical response is a good party. " The bubbly Cassandra smiled

"The girls are on the same page. There is a Halloween party, I was going to beg out. "

"Oh no you are not. I'm not partying with your friends and providing the incredible levels of support that a fellow sister will need without you there so that we can vent our rage and frustration with men."

"Oh wow, I feel so very…unlucky" Xander grumbled moodily


"So, feel weird in any way that you've become a Halloween costume option." Willow whispered to him a week later.

As they stood in the hallways of a frat house the first thing Xander noticed was that several guys and a surprising amount of girls had opted for variations on his Spider-man outfit.

"I doubt I look as good wearing mine." He whispered back eyeing one senior who had ripped the sleeves off the top to display his bulging biceps. "Still if weirdness erupts, how much trouble could a bunch of Spider-man clones really be?" Xander was dressed up as a spy, again pleading a desire to be ready in case costume craziness ensued.

The quietly giggling Willow had gone with Joan of Arc this time out "since they share a history of being burned at the stake and having a close relationship with God." Oz was wearing a sign on his chest that proclaimed him God.

Buffy had gone with a heavily modified Little Red Riding Hood outfit from her childhood days. "Mama wolves lock up your sons", Xander thought to himself as he beheld his friend.

Cassie had gone with a peasant girl look. She occasionally cast furtive glances at Willow; or to be more accurate, what Willow was wearing.

"What's with the thousand yard stare." Xander asked her

"Was this what she saw, why she was so sure that their attempts to erase her would fail." She whispered

"Who are you taking about"

"Nothing Xan, I 'm a bit of a history buff and the great ladies of history are many. Joan of Arc is…Was, a favorite topic of mine. "

The party started and aside from a brief glimpse of Parker that generated some angsty hand wringing on Buffy's part things were fine. Xander was jealous of the attention paid to the shadowy army guys who popped up at one point during the fun.

However, it being Sunnydale, the fun didn't last. A mystic force unleashed itself warping the house and setting people's deepest fears against them. Team Scooby separated with Xander going with Buffy. He was surprised that she gave in so readily to his desire to back her up these days. It was such a change from the bad old days when she barely noticed he was there.

"Of course, you weren't a super-powered hero then." He thought to himself. "The only reason things are different now is because Spider-man is around. Without that costume, she would barely see you at all."

As if in confirmation to that thought Buffy began calling for him as though she could not see him and wondered off looking for Xander who was screaming in her ear that he was standing right behind her.

A faint giggling distracted him for a second and during his moment of looking for its source Buffy vanished.

Xander searched through the house for Buffy. Cassie would be ok with Willow. He stopped as he felt a stirring in the air. Then his head exploded in pain, pain unlike anything he had ever known. He crouched and breathed trying to pull air into lungs that so wanted to shut themselves down.

In the midst of his pain he felt it, then heard it, giggling. Bad guy giggling, a shadow flitting around the room and a voice. A familiar voice.

"The itsy-bitsy Xander became a Spider-man. The darkness comes to claim him though he fights it all he can. But, one day he'll give up. The man will lose I fear. And on that day, Xander will die. " A raking blow hurled Xander up in the air. "And CARNAGE will appear. "

Xander crashed down the stairs and into a wall that used to be a door. He pulled himself to his feet to see Venom. No, wait not Venom with his dark black costume. This one was red and blue and although he had razor sharp talons for hands and a mouth full of sharp pointed teeth as Venom did there was something eerily familiar in how the figure crouched laughing before him. The face was alive with menace. The mouth opened wide and then wider still and peeled away to reveal the face inside. It was Xander, or someone or something that looked like Xander..

"What do you think, Not exactly top forty but the ending has a real kick to it." the thing called Carnage smiled

Xander shook his head defiantly "You are not real, you are not real."

"Uh,uh, see you are the fantasy," Carnage struck a pose. "The noble crusader, struggling to serve the public trust and uphold justice. You make me sick. When I finally claw my way out from the place inside of you that I hide in Ill make all of them pay. Buffy, Willow…"

Xander's angry cry cut him off and the fight was on.


Giles was dressed as a Mexican mariachi band singer complete with oversize hat and Poncho. He was escorting two Female teachers to a halloween party when a student ran screaming past him. dragging the boy to a stop he got him to explain that he had just escaped from a frat house party and that the place was going crazy.

His dates were inclined to think someone had spiked the punch, Giles' instincts knew better.

Leaving his dates to care for the boy, he rushed back to his place and retrieved a selection of weapons and a very large Chainsaw. The saw made short work of the recently sealed door of the frat house. if his life had taught Giles one thing, it was that whatever was going on, his young charge was right in the midst of it and would be needing his Watcher-ly counsel before the whole thing was resolved.


Willow and Cassie raced down the hallways after Oz. He had begun to change into his beast-form with no warning. Cassie seemed surprised that Willow was dating a werewolf but had obviously decided to file her shock under Things-To-Be-Dealt-With-Later.

Willow pulled up short and decided that chasing everyone down was impractical.

"What are you going to do then " Cassie asked

"A locator spell, and maybe something that will show us the real culprit behind all of this." Willow responded before dropping into a lotus pose and murmuring ancient words to herself.

Whatever her intent, it most certainly was not the army of angry buzzing lights that appeared and began to chase the poor girl down the hallway stinging her as she ran.

A werewolf changing without the moons influence, a witch with no control over her magic. In each case, the person's darkest anxieties had been turned against them. An elderly voice spoke harshly in Cassie's memories, "Control your fear girl or else it will control you." It made more sense now then ever it had before. The others, Buffy, even Xander might even now be confronting dark terrors conjured from their own imaginings, Cassandra Webb would be of little help. Fortunately others could be called who were of greater use then she, and it would take more then a simple magic binding spell to bar them entry to this House Of Horrors.


Buffy searched for Xander for a short while before assuming that he would be fine "after all, he is a super Hero now. " she whined mentally to herself "Doesn't need me anymore." her Father, Merrick, Angel, Parker, frankly it seemed the fastest way to get rid of men in her life was to express interest in them. Then they left, every one left her alone. She would always be alone.

Hearing cries of terror she dashed off bursting through a door to crash headlong into a darkened basement. Buffy, being who she was, was hardly surprised when the Dead began pulling themselves from the floors and stalking toward her. "We will always be here Buffy, all of us and more of us everyday we are waiting for you."


Giles burst though the wall and dragged his supplies after him, alright I'm inside, he thought, now what? "the wall he had just remodeled closed up as a deep voice laughed. A creature darted out of the shadows toward him. He lashed out a foot to kick the thing aside. Yanking a sword out of his pack, he slashed at the thing, which retreated into the shadows. "Well that was too easy." He muttered

A crash was his only warning as Xander's body came flying through the hallway a demonic creature that resembled Spider-man cam flying after him landing atop the boy to slash angrily at him Xander kicked the thing away. it came flying down the hallway toward Giles when he was jerked from its path. He spun to see his rescuer was an athletic woman apparently young, yet with eyes that hinted at great age, or pain. On her belt an hourglass insignia that he remembered Xander mentioning once before, she pulled the watcher behind her and slashed at the creature who danced away from her attacks.

"Why don't you finish up with me first Carnage." Xander roared.

"Cause you're boring me, if I string up the watcher's innards like tinsel maybe then you're start fighting like you got a pair."

Carnage slashed at Black Widow, who fought back with a short blade. She kicked out at the demon causing him to snarl painfully. "You are gonna beg me to kill you in the end."

Xander latched on to him with a web-line and dragged him around and around smashing him into walls and floors. then he rained punches on the demon in an dark frenzy before slamming him repeatedly into a wall until Carnage's demonic form went silent.

He stood looking at the thing panting tiredly. "I'm not like you, I never will be. I'm not like you and I never will be. "

A loud door crash announced Buffy's escape from the basement she was holding a leg in her hand and using it to beat at something that finally retreated enough for her to slam the door shut.

Willow joined them a few moments later and introductions were quick and to the point.

"Everyone, meet Black Widow; Black Widow meet everyone." Xander said brusquely

"Cool," Willow smiled nervously "What does she do?"

"I Kill corrupted magic users and avatars who misuse or intend to misuse their powers." Widow responded simply

"She has been the final solution on every Spider-man for a thousand years. If it wasn't for my Xander-ly ways I might already be the latest notch on her belt."

"I don't recall you mentioning she was back in town Xander." Buffy said pointedly

"I don't think she ever left town. Buffy," Xander responded just as pointedly "She helps me out from time to time and threatens me occasionally, as relationships go its actually one of my better ones."

The group eventually found their way to a marked out space in the house where they discovered the force behind the reality-warping spell was a fear demon. After accidentally calling forth the demon lord himself the group were confronted by a six inch high thing that looked like a toy action figure.

Xander's response was typically inappropriate. "Who's the little fear demon? Come on, who's the little fear demon?"

"Don't taunt the fear demon Xander. " Giles snapped wearily

"Why? Can he hurt me?" Xander asked quickly backing away

"No, it's just... tacky."

Buffy ended the debate by crashing the demon under her heel. Xander immediately wanted to look for Cassandra but the Black Widow assured them that Cassie had fled the house the same way that Black Widow had entered it and would no doubt meet up with them later.

Outside the group headed back to Stevenson Hall. Buffy and Willow were rooming together now. And as Xander recalled That was where Cassandra was living as well. OZ made semi-polite apologies and fled the group. Willow looked upset but Later confessed to Xander that she understood. Having his control ripped away was something he talked about from time to time. Xander couldn't help but remember the chilling warning delivered by Felicia Hardy last year. The Beast would raise and rage, Oz would either deal with that inevitable truth or see his life ripped apart by the thing he thought he controlled.

"So, we were attacked by our fears. " Willis sighed as she watched Oz run off.

"Yes the demon needed to feed off our terror. " Giles was reading out of the book they had found.

Buffy was briefed on what she had missed out on during her tour of the basement "You are carrying around some real baggage Xan, I didn't know you were so worried about going nut-so with your powers."

"Well Yeah Carnage has been a fear of mine but not a big one. Guess it bothers me more then I thought." Funny thing was Xander hadn't been that concerned about Carnage until tonight. His greatest fear was that Buffy and Willow no longer cared about him. That he didn't exist outside of the tactical advantage Spider-man represented. Xander feared that his friends had come to care more about the Spider and less about the man.

Still, if Becoming Carnage wasn't his main fear, then whose fear was it. Who was living in such terror of Carnage emerging from within, conquering him, and consuming him; that their terror was brought to life by the fear demon's spell.


The Widow watched the slow homeward trip of the Scoobies. This had been a night of revelations Carnage made manifest and Xander had confronted him. Still, that was not the real Carnage, only a phantom created by the fear demon. Xander's ability to fight a phantom was not to be trusted.

She prepared to track Xander when a lone shadow streaked across her vision. A demon, looking for a quick bit of fun on the all souls eve. She diverted from following Xander. Black Widow was more of an Assassin then a champion, still she was loath to abandon anyone to being accosted by a roaming demon miscreant. Also, she was curious if Xander would detect the demon's presence and lend assistance as he usually did.

The demon swept toward a lone figure standing awaiting the danger. No doubt, more of the masked men from the hidden base she had already detected beneath the campus. Well the capture of another demon was not her concern. Still it might prove instructive. She watched as the demon came at the figure; who pulled a weapon from the depths of their coat.

A shot rang out and demon stopped in its tracks. The figure fired again the demon sank to its knees, a look of surprise and shock on its simian features. The dark figure put the barrel of the large gun to the demon's skull and fired a final time. The demon dropped to the ground.

"Humanity and Justice are served " the figure hissed before retreating into the shadows.

Black Widow nodded "and so The Scourge come at last to Sunnydale… this many co-incidences can only mean that someone conspires to make Sunnydale into a killing ground." She thudded gently to the ground and moved away leaving the demon corpse where it had fallen. The time had come to report her findings and perhaps be told that her wait and see stance concerning Spider-man was not longer an option.


It seems obvious now Joyce. You look back and you see all little things, the statements and clues that create the big picture you are seriously missing. My concerns about the campus home brew coming to a head as Buffy, still being upset about Parker, started drinking, Oz pushing away from Willow because of what he had felt inside of himself that night. Willow using the alone time to work with Dr Conners meaning she was front and center when things went out of control there. If we had only paid attention to the hints… but like I always say Mrs. S, "Xander luck always bad." And truth to tell screwing up my life was never enough for the fates they started messing with every single one of us. Especially Willow.

Chapter 2

Halloween was a memory, a very bad one it seemed. Something odd began happening, demons began disappearing or turning up dead. Giles was at a loss to explain it and although Buffy searched, she could find no trace of evidence that betrayed what was going on. Depressed she escaped to the pub and it was not long before she discovered the house brew.

Buffy's campus pub appearances were becoming the stuff of legend. Her stronger constitution meant she could drink the jocks under the table and still not feel the brew. Xander could not say anything without giving away her secrets. So he resorted to every trick a barman has of keeping drinks out of the hands of paying customers. Water, soft drinks ignoring her demands for more beers until the owner took over the dispensing and he was relegated to clean up duties.

Giles was no help because Buffy's slaying didn't suffer. in fact, whatever it was that drew the inner jerk out of the jocks after they drank made Buffy a more brutal Slayer. She would hunt relentlessly and Both Willow and Giles reported that she often threw herself at opponents with an intensity that was putting the fear of Slayer back into the hearts of beings long used to the status quo.

Avoidance became the Scooby stratagem of choice. Willow chaffed at Oz-man's need for space, which came to a head when he volunteered to head out to LA to deliver The Gem Of Amara and didn't ask Willis to accompany him. The gem had been the prize won in the latest dust up with Spike; who lusted after the Gem's abilities to neutralize the effects of sunlight on the vampires.

Buffy decided that the best place for the gem was with Angel. Xander had little doubt it was a peace offering, a way to ease tensions caused by their break-up.

Oz jumped at Buffy's invitation to leave town and Willis covered her shock and sadness the only way she knew how, by throwing herself into her studies and her work with Doctor Conners. No time with Buffy and feeling neglected by Oz she turned to the only people who seemed to value her lately. Tara McClay, her only friend from Wicca Group, and Curt Conners, who rewarded her newfound zeal for class work and study by offering her a once in a lifetime chance. He advertised for a research assistant and barely glanced at the other applicants once he saw Willow's name.

Xander would have wanted to be there for Willow but Spider-man acquired a menagerie of villains virtually overnight all very dangerous and all wanting a piece of Spider-man all their own.

A Shaman possessed by a demonic Bird Spirit, hatched a bizarre kidnapping scheme. Spider-man battled Vulture, as the papers insisted on calling him, to a spectacular finish atop the campus bell tower. Then Shocker came looking for payback after his last humiliating defeat. Spider-Man dealt with him twice. Once, when he started tearing up the town, and again when a rejuvenated Vulture sprang him from jail.

Spidey had no sooner recaptured both Shocker and Vulture, than Calypso, a dark voodoo priestess, came to town. She had some long ago connection with dead Vampire Slayer Kendra. Calypso blamed Spider-man for Kendra's demise. Her voodoo drums and magic caused Xander to come down with a debilitating illness, sapping his strength. However, when Calypso and her vampire gang seized Tara. Xander left his sick bed and scoured the town. He found her in an abandoned rat infested building. When Calypso collapsed the building on top of them both. The sick-to-his-stomach Spider-man managed to hold up the roof, protecting Tara long enough for the novice witch to use her hidden wellsprings of power to heal Spider-man. He kept her alive until Buffy could dig them out. Willow went Spell to spell against the Evil Priestess who escaped swearing vengeance against the redheaded witch.

Little wonder then that when Oz finally returned, Willow was too exhausted to respond to him, which further strained an already strained relationship. Oz also returned with news about a masked Super Heroine named Daredevil. She was tearing a swath of chaos though LA's underworld.

A recovered Spider-man was unable to find the force that was vanishing or killing the demonic populace of Sunnydale. What he did find was trouble, lots of it. Crooks thieves and vandals all took their shot at the invincible Spider-man. As Spidey dealt with each one, people started talking, and when people started talking, trouble was not far behind.

It began innocently enough. A special effects guy named Quentin Beck appeared challenging Spider-man to prove that he was all that he claimed. The prize was a million-dollar donation to charity. Spider-man sent him packing in a public defeat that left the Special Effects genius looking like a boob

A day later a powerful warlock calling himself Mysterio appeared looking for Spider man. His tricks and illusions pushed Xander's abilities to the utmost, when it turned out to be Beck in a cheesy costume using stolen magic, Xander beat him silly and then turned him over to the Cops. When last seen, Beck was fighting to stay in jail. Xander suspected that Beck was scared of what Wolfram and Hart might do to him once they had freed him from jail. Spider-man was sure the evil law firm was behind this latest attempt to kill him.

Willow was in Conners lab the day after the epic Spidey/Mysterio match-up casting frequent looks out the window to take in the semi destroyed central quad that the University had unwittingly donated for their battle royale.

"I'm sorry Ms Rosenberg, are my attempts to redefine the boundaries of bio-genetic science boring you." Conners asked peevishly after he saw her gazing out the window for the umpteenth time.

"No sir it's just that I was near that big fight the other day. It was intense."

Ms. Rosenberg we are involved with hard science not Hollywood parlour trickery, Beck is a Special Effects genius but frankly from what I hear his constant need to deliver bigger bangs has almost gotten the studios he works for sued. Now if I could have you focused."

Willow buckled down and began copying data from the screen to a laptop unit. Ironically, the scientist having refocused her efforts began looking down on the quad while rubbing his upper arm right above where the prosthetic he wore fit in place. "Its people like Beck that cost me my arm, some military moron didn't bother checking the area where I was studying lizards…working alone. He set off a fragmentation bomb that sheered off my arm. Frankly it's a miracle I survived."

"That's why this test data is valuable, by figuring out how Lizards regenerate missing limbs maybe we can activate a missing or lost gene in the human genome." Willow supplied "of course transferring that gene would be difficult at best."

"Really and why would you say that?" Conners asked expectantly

"Well Lizards are kind of far removed from us, if we could find a species that possessed the same trait and was close to humanoid then the genetic cross would be less dangerous, less of a shock to the system.. But I guess you've already thought about stuff like this."

"Indeed, I have so I'm even more impressed at your effortless grasp of the facts. Indeed Ms Rosenberg we are collecting this data to find a lizard species closely related to man."

A knock at the door interrupted their talk Connors opened the door to reveal Maggie Walsh. She stood smiling at him. "Conners you were dead on. The rejection rate is down sixty percent over the last batch. In fact, I'd like to begun the next series of…" She finally noticed Willow standing behind him. "Ms Rosenberg, and where was your roommate, Ms Summers, today."

Willow didn't want to say that Buffy was hung over so she went with the old standard of family emergency.

Conners quickly interjected. "Ms Rosenberg was just leaving to check on Ms. Summers."

"I've been hearing some interesting things, Ms Rosenberg. If I find out Ms Summers skipped out on me because of her Beer buzz there will be hell to pay." Walsh dismissivly sneered

"Buffy drinking? Please. " Willow laughed nervously trying not to think of the mumbling heap Xander had dropped off at their dorm room the night before last "Buffy is all about the schoolwork."

"Well then Ms Rosenberg you should hurry along. Please remind Ms. Summers that her essay on Primitive Cultures is still due at the end of the week and I don't care who is sick, dying or in jail. They aren't in my class, she is."

Willow nodded and scuttled out the door. As she passed Walsh, she noticed that the teacher was carrying a vial containing a glowing pale green substance. When Walsh noticed Willow was looking, she shoved the vial further into her pocket scowling at the young woman as she did so. Willow squeaked and quickly fled.


Quentin Beck looked at the public defender. "What do you mean you are standing aside."

"Mr. Beck, as your attorney its my job to advise you in your own best interests well its my advice that you suck it up and take the legal counsel being offered by Wolfram and Hart."

He was about to respond when the door banged open and a cool brunette power strutted into the room. "I've been waiting in the hall Mikey." Beck noticed the defender wince at the diminutive of his name. "Do I look like someone who likes waiting, Mikey?"

Beck assumed a façade of bravado. "I'm not interested, you tell the Senior Partners that I know things, if they…"

The brunette cut him off. "Mikey take five minutes and go get me a Shasta and then you can have your client back."

Once the door closed, She turned to Beck. "You are in deep Beck…fathomless depths deep, help us help you cover up the train wreck that was your scheme to rid us of Spider-man. "

"Or else?" Beck said defiantly already knowing the answer.

"Or else your next illusion will be conjuring up a heart to replace the one The Senior Partners have ripped out of your chest in the prison exercise yard."

"You're bluffing, this is a secure facility, you'll never get to me."

The brunette sneered at him "You just keep telling yourself that Beck. It will make your panicked phone call all the more enjoyable." She tossed her card at him before turning on her heel and opening the door to admit the returning PD. "Give him a day or so Mikey and then he'll come around."

"But Lila…"

The brunette turned at the sound of her name and slapped the PD viciously "did I give you permission to use my name."

"No Ms Morgan "

"And what have I given you permission to do. "

"Whatever you tell me to do, Ms Morgan."

"Then you will call me in a day or so when Mr. Beck reconsiders his decision to stick with a low ranking peon like you."

"Yes ms Morgan, I apologize, ms Morgan "

Lila pinched his cheek hard. "I'm disappointed Mikey, I thought we had these little discipline problems worked out in Law School. I thought we could have a nice relaxing get re-aquatinted dinner tonight. But, it looks like you need a refresher course in manners."

"I'm sorry Ms Morgan " Micheal groveled

"Carry my things out to the Limo" Lila Snapped and gestured toward the door. "We can discuss what you will wear this evening on the way."

"Yes Ms. Morgan." He headed to the door without a word to his client

"You see Beck you can either profit by Wolfram and Hart pulling the strings or you can get choked, its your choice." She left with his Public Defender scuttling after her like a cockroach.

Beck looked at the mirror in the interrogation room. That stark terror in his eyes was no illusion. He was deep trouble. Except, neither Lila Morgan nor Beck himself knew much trouble he was in.


Willow arrived at the pub a day later. "What's the emergency, what was the problem."

Xander pointed wordlessly to the corner. Buffy was Drunk and showed no signs of working on her Primitive Cultures essay Walsh had been talking about.

Willow wandered over to the table where she interrupted a heated debate among the drinkers as to who was stupid.

"Willow" Buffy smiled dazedly "Willow, Pretty "

"Thank you Buffy, I was thinking could we go back to the dorm now."

"Is there beer, beer is ….foamy "

"Foamy is good." Willow said gently "You know what's also good? strong black coffee and periods of abstinence."

One of the jocks curled his arm around Willow drawing her closer to the table. "Sit down and drink, honey."

Willow had to wriggle free of his grasp "I don't drink "

"Yeah, leave pretty Willow alone." Buffy reached out and slammed her palm against the jock's chest sending him crashing into a wall several feet away. The others at the table found this hilarious and began roaring for a repeat.

To the horror of both Xander & Willow, Buffy decided to oblige. She began hurling her companions around the room with unabashed drunken glee. Willow found herself using her powers to soften the landings of one or two of the guys Xander heard the sirens of campus security and the police responding surprisingly fast.

He raced toward Buffy absorbed one blow from her and caught the next one. He looked at Buffy her face was wreathed in pulsing, glowing lines that looked like tribal markings. He knew without asking that he and maybe Willow were the only ones who could see the ghostly markings.

She peered at him and then smiled "Spiderman, smell like Xander, Xander is friend."

"Xander is Buffy's friend and will be even more friends if Buffy would remember that Xander has a secret identity "

"Spiderfather lives to see his childer consumed by his dark power, but do not worry Xander, the Slayer will protect you. The Slayer will…" She passed out as the first Cops came through the door. Unfortunately too many of the other patrons had seen her throw the punch that started the brawl so Xander had to sit idly by while his friend was dragged off senselessly

Willow looked around at the devastation and noticed something. "Xander, is there some caveman look that is suddenly popular on campus."

"Not that I'm aware, why?

Sometime during the last few seconds, several of the beer guzzling jocks had transformed into Neanderthal-looking thugs. Xander took one look at them and stalked over to his boss. He picked him up and hauled him over to the senseless jocks that now looked like cavemen. "Explain " was Xander's one word command. It was effective

"My brother is a warlock he charmed all the drinks, makes them attractive to anyone that drinks them, that's why I wanted someone who didn't drink to work here. "

"And the instant caveman "

"A little joke. " The Barkeep pointed at the Jock and his senseless friends also sporting thick brows and simian features. "Him and his kind are always lording their school smarts over guys like you and me, guys who have to work for a living so I did this little charm. It's a joke, the effects wear off after a few hours."

"How much beer do they have to drink before they start seriously questing for fire."

"Depends on body weight and mass just like a regular drunk."

"The campus attacks, the thugs who were chasing Tara and the others they been under the influence of the evil brew."

"Honestly you can't blame me for that. All the brew does is make you more prone to act on your natural instincts, there would have to have been something inside of them in the first place that would make them attack a person. Like your friend, Muffy or whatever her name was."

"Something inside," Xander looked at Willow and saw that she was thinking the exact same thought. "Buffy."

Minutes later, they were in a car with Giles. He divided his time between berating Xander for serving Buffy spiked Beer and pointing Willis in the direction of online sources for studying the effects of the magic used on the beer. They arrived at the police station and barged past the guards. Arriving at the drunk tank, they found it divided between all the usual rowdy guys on one side of the cell and on the other side, Buffy, scrawling arcane symbols into the walls.

"I cant be sure but those look like protection signs and totems, but where would Buffy learn those symbols " Willow asked mystified

"from her predecessors, the brew is, to use a term you would know, messing with Buffy's natural magic."

"She's just going cave girl like everyone else right G-man?" Xander asked worriedly

"No it's a bit more serious then that. I think she might actually be falling under the influence of the spirit of the first Slayer."

Xander knew that the Slayer power passed from person to person down through the centuries. In theory, there had to have been a first best Slayer from which all other derived their power. What Giles theorized as Buffy continued to scrawl primitive magic on the walls of her jail cell was that over the centuries nervous watchers had found ways to restrict or curtail some of the abilities of the Slayer.

"To make them easier to control " Willow said accusingly

"To make life easier for them," Giles replied placating "allow them some sense of normalcy, some degree of comfort in their calling "

"In other words, to make them easier to control " Xander deadpanned

"Yes well, not every Watcher was like me nor has every Slayer had friends and allies to assist them hence their generally short life spans."

"Well what she doing."

"Its a protection ritual but what she is protecting against I can't be sure I mean the creatures linked to some of those symbols don't exist anymore."

"What are they "

"An elder race of lizard men, kind of a low end link between a demonic species banished from this mortal plane by Mankind."

"So Buffy goes feral and starts thinking that there are lizard men every where "

"It is an unlikely circumstance for one thing That species of Lizard was notoriously hostile and quarrelsome but they were reputed to be photosensitive. It's unlikely even if there was one around they would venture into a place as bright as this." As if to mock Giles the lights choose that moment to die. Plunging the cellblock into darkness.

A policeman started herding the Scoobies toward the exit.

"What about the prisoners?"

"They will be fine, ma'am the cells are all on a separate circuit then the light as long as they stay in their cells they should be fine."

"Well is there anyone else on this level maybe they should be evacuated."

"No one here but the guys in the drunk tank. The only other person on this floor is that special effects guy and he won't be much trouble."

"Beck, Quentin Beck is here?"

"Yeah his lawyer was in to see him, good looking lady from some LA uptown law firm."

"Lights go dark, Buffy is going feral, and someone who Wolfram and Hart might want to silence is involved, I'd say it was Spidey-time wouldn't you. " Xander said quietly as he opened his shirt revealing his uniform.

"We will cover for you." Willow hissed


Beck sat in the darkness. He could hear … something rattling around in the vents. "They're coming for me." he muttered fearfully

"Who's coming for you Beck" Quentin looked up and perched on the ceiling was Spider-man

"How did ?"

"You could ask me questions or you can keep breathing, think fast magic man."

"Wolfram and Hart, I told them I'd squeal "

"Stupid move on your part lets get you moved then you can tell me all about your sordid deal with them."

"Spider-man webbed Beck's hands together before bundling him over his shoulder. "Whatever is in here likes the vents so we had better stay away from them."

He made for the staircase his spider-sense going wild al the time. Something was moving really fast and was setting his senses off with its dangerous intent.

As Spidey carried his burden around the corner, he confronted two over excited cops. They pulled guns on him. Spider-man web-lined the guns out of their hands then yanked them off their feet.

"Cute trick" Beck sneered

Xander didn't spare him a response. he just started running his spider-sense screamed a warning just as a tearing announced something breaking through the vent above him suddenly his burden was gone. Beck had been snatched from his very hands.

Spidey leapt into the dark vent "If I don't get him back they'll make me turn in my Super Hero card for this."


Giles and Willow were watching Buffy she began to whine.

"What's wrong with her " Willow fretted

"I think the dark and noise have her agitated " Giles said, "we should calm her."

"Get back from the bars." A guard remarked sarcastically. "No one leaves until the emergency is over."

"She is obviously in need of help "

"I got her help right here." He pulled a baton from his belt and slammed it against the cage doors. Buffy snarled, to the guard's delight he whacked the door again and was surprised when Buffy reached out and snagged the baton and yanked hard pulling his arm through the bars, slamming his body repeatedly against them.

"Grab his Keys" she said roughly

Giles was taken aback "I thought "

"I got my powers of speech back a few minutes ago I've been faking it since then.

"Why him ?"

"He smelled like a jackass I figured he'd act like one too. Make with the Keys."

Giles snatched the key ring off the guards belt and opened the door

"Nice to have you back Buff " Willow smiled

"Nice to be back hun nice to have you both around." Giles and Willow moved to hug her she clasped them both and then quickly banged their heads together rendering them unconscious. She completed the scrawl she had been preparing and then dragged her friends in to the cell locking them inside.

If Willow had been awake she would have sensed a protection spell revving up. A magic older then time, but which Buffy had made without knowing how she could. "All right" the Feral Slayer growled "Time to see if what else I'm good for besides mystic wall tagging."

She set out with the nightstick in hand to find the thing she had been sensing moving around the building. She could sense Xander too, and hoped that he would have the good sense to stay out of her way. In her current hyper-state of excitement, she might well attack anything that got between her and her quarry.


Spider-man crawled through what felt like miles of vent shaft. He could hear Beck calling out and the hissing of something that was not interested in the slightest with what he had to say.

At last, he saw a opening before him that let out on the roof of the station. He popped out on the roof and saw Beck still bound his body tossed to the rooftop like a rag doll. A subhuman roar and the flaring of his spider-sense was his only warning that something had been waiting in ambush and had chosen that second to spring its attack.


Buffy landed on her target, who cried out and spun to the side Buffy leapt back from a leg sweep lashing out with her nightstick trying to land a blow but her quarry blocked then countered. The Slayer sensed that her backward evasive bend, should be impossible but she executed it. Spinning the nightstick to ensnare her foe, who snarled and kicked at her. Buffy danced to the side, she felt complete, unbound and free like never before as though she could do anything


Spider-man guarded his throat from another attack, this guy is in the zone. He thought. There was nothing for it, he had to bury himself in that same place as well or beck was dead. He buried himself in his Spider-sense but even this was only slightly effective. He landed one or two more hits and evaded a few more blows but his enemy was still staying with him, still trading him blow for blow, still matching him strike for strike. The force of their onslaught driving him backward toward the roof edge.


Buffy felt her enemy giving ground and pressed her attacks. Her foe tried to entangle her nightstick, Buffy just let it go lashing out with the talons on her hands. Her quarry grunted in sharp pain as the blow sent them sliding across the floor clutching at their side. A huge feral smile crossed Buffy's face and she darted after them.


Spider-man crashed into a wall grunting in pain. His enemy coming on strong, "Spidey powers don't fail me now." He muttered and shot a ball of webbing in to its face. A deranged roar issued from the beast who tore at the webbing. Its face clear the creature came closer circling looking for a opening to strike.


Buffy circled, the sudden rally of her dark foe was unexpected but it just wet the appetite for the kill. She darted forward slashing as she came. A series of raking slashes that drove her foe backwards.


Spidey back-flipped away. "That's it big boy come to poppa "


Buffy came on strong and fast her senses were hyper-aware something was not right. This leading retreat was not in character.


"C'mon, nice and tasty treat right over here." Xander thought "Come on you big stupid jerk. I need you to attack me."


Buffy felt the wrong ness of the strike even when she made it. Her foe slashed at a set of pipes running down the wall. Super hot steam jetted out into Buffy's face.

"Your mine now Muffy " Venessa Bruer sneered and readied a stabbing strike.

Her staff swirled through the air and lodged in …a wall Buffy had vanished. Venessa felt movement a split second before Bufffy's fist slammed into her repeatedly. Venessa sank to her knees "that was for Faith but mostly for Angel." Buffy snapped and readied another blow when her senses picked up the sound of a gun being cocked. She looked up, a policeman, young attractive probably would be her type save for the stench of fear coming off of him in waves "let the woman go, back away and raise your hands above your head."

Buffy released the blind assassin and backed off, this was going to take some explanation. Something her new feral instincts and abilities had not really prepared her for.


The Creature launched itself at Spider-man who ducked letting it pass overtop him grabbing on its long tail as it passed. Bracing himself he spun in place and grunted when the Lizard beast smashed into a cooling unit that was actively venting. The Lizard's body smashed the thing and it cried out in pain before dropping into the vent shaft and out of sight. Spider-man darted after it trying to catch it with a web line but nothing doing. "Danm it" he snarled. He spun to see Beck tossing his leg over the retaining wall of the roof Spider-man fired a web-line catching the fleeing crook in mid fall. "Oh no you don't Beck, I try to lose track of only one fleeing super criminal a day."


The Nervous cop was edging closer to the girl he had caught fighting when the vent next to him exploded open blowing steam out into the hall. The sound of a body falling distracted him and when he looked again, he was alone in the hallway save for a softly murmuring unconscious woman.


Willow woke-up to find Buffy pacing her jail-cell. A police officer was opening the door. Giles shook her and smiled saying loudly "Willow so nice to see you awake again I was hit from behind by someone, I guess THEY GOT YOU TOO." Giles' leading comment let Willow know he had already decided not to implicate Buffy. Still the young witch wondered what had Buffy been doing whilst they were out of it and where was Xander?

"Yeah" Willow shot an annoyed look at Buffy before replying. "Never got a glimpse of them, couldn't ID them even if I really, really wanted to. "

The policeman snorted "Well we saw Spider-man up on the roof I'd say lets ask him some questions but of course, lights go on and he's nowhere to be found. "

"What about Beck?"

"Screaming for his lawyer; wants to sue us for not protecting him from harassment by that wall crawling glory hound. Just our luck, he was blowing off the high priced attorney just the other day. One Spider-screw-up later and bang, instant clamshell and LA just called saying that the Law Lady is on her way back here."


Spider-man landed on a roof near his place looking down to see if the coast was clear he spotted a man stalking in the shadows.

"Come out freak I saw you change, saw you assume your human shape In the name of Humanity and justice this town will be cleansed of your filthy kind."

Suddenly a man darted from the alleyway, the shadowy figure gave chase firing a gun as he ran. Spiderman dropped silently on a thread until he was close then landed on the gunman's head. The half-naked man fell sobbing to the alleyway ground. It was Curt Conners.

"Hey Doc what's with you trying to get dressed in the middle of gunfight at the OK Corral?"

"Oh God, the last person I wanted to run into "

"Really why? "

"Listen to me you have to get out of town. You have to leave "

"Any particular reason you are telling me this "

"Just trust me I have my reasons Spider-man you have to get out of Sunnydale if they catch you do what they are doing "

"Whose they Conners what's going on"

"Listen you have to promise you never saw me like…like this…" He looked around fearfully "if they knew what I know now?"

"What are you talking about "

"The Scourge. He found me he was hunting me I …I don't know why?"

"Really well why don't we wake him up and ask I'll just web you up here and

"NO please don't "

"What did he see you change into "

"The accident that sheered off my arm also uncovered evidence of some ancient civilization. While I was wondering around lost and in pain I set something off…cursed myself somehow… ever since I periodically transform into this …thing a lizard like creature. When I found out about Sunnydale I hardly believed that such a place might exist but now I think I can find a cure for my condition. Anyway, this …person saw me as I was changing back and started chasing me."

"You came to Sunnydale looking for a cure to a mystic curse." Spidey asked disbelieving

"There are beings here that can control such transformations, if I could find a way to do the same thing …"

"Well someone has got know."

"No, please no," the doctor pleaded. "If anyone finds out they will…They're trying to capture anyone and every … thing… that they can."

"Who?" Spider-man asked expectantly

"The Initiative, their government highly financed…yes that's it I'll tell you things help you find out the truth get you information anything you want to know just please keep this just between me and you."

"How do I know this is legit Doc "

"They are hunting for you, they have come close already that incident at the construction site. Several other things, That's them trying to capture you. You have to be careful you and that other do-gooder."

"What other do-gooder " Spider-man asked as the cold feeling crept up his spine.

"The one they call the Slayer, The Initiative is most interested in the both of you."


"Because they know about Sunnydale, they know what's here, what it means and what they can do with it. Most of all they want control. It's why they brought me here and I fear, why they got me to do what I've done."

"You mean other then helping to round up demons for some government ops program?"

"Not that," Conners confessed miserably "I have a friend a theoretical Physicist named Dr Otto Octavius he has been doing experiments in Trans-Dimensional Harmonics. He has created a machine that he says can open doorways to other realms. I …I was persuaded to get him to test it here."


Spike looked down at Sunnydale. He had sworn that this town had not seen the last of him. The Big Bad was back, first he would get a gang together, then he would deal with the sodding Slayer and the creepy Spider-man then…oh yes, then he would spring his latest surprise on the World. After that everyone would bow down to … the soft thud of the dart interrupted his ranting. He spun and looked at the masked figure that was coming toward him.

"HST secured, will be ready for pick-up and delivery in just a few."

"Bugger" said Spike as he passed out, which was a shame really because the plan he had conceived was quite ambitious by his standards the Scoobies might have enjoyed trying to stop him from pulling it off.


Willie slid another drink in front of the masked babe. Her golden mask sat beside her she tool the straw in the drink and sipped. "So tell me about this Slayer."

"What's to tell, one girl in all the world except there is like two of them now and don't get me started on how that happened. "

"Is she human, natural? "

Willie snorted, "not a chance, Slayers are champions mystically powered and chosen. Super strength, speed and resilience. Mostly they kill vampires but she can get around. "

"Then she is touched by magic." The woman said grimly

"Who isn't these days." Willie shrugged, he ignored the wincing shudder that visibly ran through the woman in front of him.

"What about this Spider-man?"

"Oh he's getting to be a thorn in every one's side. Even mortal crooks hate him."

"But his powers, is he human, demon, mutant…."

"Nobody knows for sure, Well some mortal named Beck tried to prove his powers were fake but that blew up in his face …literally."

"So he is magic as well."

"Just between you and me I've heard that some bad ass assassin has been floating around. Her order kills demon avatars and she was in here once asking about Spider-man, so maybe she has been trying to do him. Frankly, with the reputation that her order has I'm surprised that she hasn't managed to kill him yet I guess he is tougher then he looks."

"So this Slayer and this Spider-man are the only protection the mortals in this town have against the darkness."

"Only?…trust me lady, those two are all trouble, all the time." Willie pointed to a group of demons around a table. "Bounty hunters like those guys over there come here looking for The Slayer but lately some of them have come looking for Spider-man."

"Bounty Hunters?"

"You piss off the kinds of people The Slayer and the Spider do, eventually someone with deep pockets will bankroll a serious contract on your head."

The girl rose from the bar and donned her mask. She drew closer listening to their talk. The gang of thugs argued among themselves. "How corny can you get, first it's The Terrible Trio then The Frightful Four would you get off of the names already."

The demon he was speaking to shrugged. "Names give a sense of power you know, or"

"Or nothing, we're all here for the bounty when the Spider and the Slayer have been iced we can share it out. At the rate you are screwing around you'll be calling the group the Sinister Six or something equally geeky."

"What if some mortal gets caught in the crossfire." The masked woman asked quietly "While you are trying to get these so-called do-gooders. Some mortal could get hurt."

"And? Like that really matters with the kind of money that we are being offered I'd happily off the entire town."

"Not if you die first." The Woman snarled. She raised a weapon and opened fire. The demons headed for cover. She pulled a rifled weapon from the depths of her cloak and fired brightly colour shots into the corners of the room setting those demons still in the bar alight. When the bar was silent the woman looked at her handy work two dozen beings of various types lay dead or dying "Humanity and Justice are served. " she hissed

A whimper from behind the bar made her think that someone had escaped her rampage and she discarded both weapons pulling a third from concealment to stalk the maker of the sound, Willie scrambled toward the door but the woman tossed a chair in his path tripping him up.

She stalked the fallen barkeep placing a boot on his back. You make money by serving these…things in some ways you're a traitor to your race. "

"I told everything "

"Not everything, I still don't know who Spider-man is who is he where he is "

"Follow the sirens or you could cause trouble … eventually he'll try and stop you "

"What about this Slayer, who is she and where can I find her."

"Summers, I hear she attends UC Sunnydale "

"The Slayer you know her identity "

"Its not like she hides her face or name. Everything mystic and demonic know who the Slayer is and once they do they don't mess with her or her crew. The smart ones anyway the rest are dead. "

"Well I'm asking now, who is she?"

"Her name is Buffy Summers "

"Tell me everything about this …Buffy Summers "

"How much is everything "

The Masked woman jammed the muzzle of the gun against Willie's skull "Just keep talking till I don't feel like killing your treacherous hide. Everything, where she goes, who her friends are, Absolutely everything you know." Willie knew a lot and after four years of Buffy leaning on him for information, it felt good to rat HER out for a change. Then there was the whole gun to the head thing to consider.