"A Grey Justice on the Horizon" by Shadow Master aka Ryley Breen

email : ryley[underscore]breen

(BtVS/Young Justice DCAU/Marvel Comics)

Disclaimer : All copyrighted materials contained herein are the rightful property of their respective creators and associated companies. I make no profit off of this whatsoever. I write these stories because it's fun and because there are those that enjoy reading my works. Therefore I would greatly appreciate it if you would refrain from filing any lawsuits against me because I can guarantee you that nothing you get from me will come even close to covering what you'll likely pay in legal fees.

Note: Yes this starts out as another YAHF but I assure you I won't be staying with the second season's Halloween episode any longer than I need to. This is just a starting point for getting things going.

A Grey Justice on the Horizon

Sunnydale High School, October 31st, 1997

Afternoon, Xander's POV

"Well that sure takes the fun out of things," he said after he watched Snyder walk off to torment some other student into 'volunteering'.

"Like that's any loss for you losers!" Queen C said from her place a few feet away. "One Halloween's pretty much like any other for you. I, on the other hand, had a date with THE Desmond Nelson of UC Sunnydale. The football VIP! The guy on the track to being a draft pick for the NFL!"

"Meh, seen one jock, seen them all," he said, dismissing the idea that Cordy's Halloween as being any more important than his. "Personally I'd have preferred to go with my plan A for tonight, which was a horror movie marathon plus a bowl full of junk food but I can adapt. Besides, it's only for two hours, so not of the big. Plenty of time for you to arrive 'fashionably late' for your date."

"Like you would know anything about fashion, Mr. Two Dollar closet," Cordy snapped angry that her misery was being made light of. "Who'd you get your clothes from? Hobo Joe?"

THIS hurt him because, as much as he'd like to say his clothes were just as good as anyone else's, the truth of the matter was that they came from a local thrift store. With half of Tony's paycheck going towards paying the bills and the rest went towards putting the local booze joint owner's kids through college, there wasn't a lot left. When you added that to the fact that Tony was the only one with access to the bank account and you had him skimming whatever he could whenever he could from the drunken asshole's wallet. That didn't add up to a lot, even after a month of hard work, so the thrift store was the best he could do whenever he outgrew something or it got too messed up helping Buffy on patrol.

He wanted to get angry at Cordy, to fire back somehow, but she didn't really give him a whole lot to work with. She was the richest girl in town, had a drop dead gorgeous body and pretty much had every guy who laid eyes on her eating out of the palm of her hand. True, he could make a comment about how she obviously was using her body to attract boyfriends and how that'd likely end for her but that just reminded him of how Tony treated his mother. Bad memories in a big way. By the time he'd come up with a comeback, she'd already stalked off, leaving just him, Buffy and Willow standing in the middle of the student lounge.

Way to go Harris! He thought depressingly, Defeated without ever having fired a shot.

"Don't listen to her Xan." Willow said sounding like with a bit more courage she'd have mouthed off to Queen C as well, "She's just a big bitca!"

"Nice try, Wills, but your potty mouth needs work," he said with a bit of a forced grin.

"Maybe, but she's right Xander," Buffy said putting a comforting hand on his shoulder. "Don't listen to her. Just be like the rest of us and think about how bad it's going to be for her when she shows up for her date and sees him dancing with someone else. Jocks aren't the type to wait long for their dates before looking to see what else is on the menu."

He had to admit that Buffy had a point there. Jocks had the attention spans of flies and the patience of a three year old. Depending on when exactly Cordy had scheduled, her date the college guy could be waiting for over an hour for her to arrive. Still, even the socialite's inevitable embarrassment didn't change the fact that now he had to get a Halloween costume together to take the elementary kids around trick or treating. His bank account, while not stuck in the double digits, wasn't something he could withdraw from without a care, especially if he still wanted to go on that cross country field trip after graduation.

In the end he decided to take a look at what the costume shop had to offer before he decided whether or not to go the extra mile. If they had something interesting and impressive enough, maybe he'd dip a bit further into his savings but otherwise he'd just throw something together. While it'd be nice to show up wearing a quality costume to rub in Cordy's face, he wasn't going to waste money on just anything.

As he heard the bell ring, signaling the start of the last two classes of the day, he decided he'd shelve the topic for the time being. As much as he might be deficient in the learning gene, he had no particular desire to become the first thirty year-old repeating the eleventh grade.

"Well, it looks like it's time for my history class nap," he said with a smile of humor on his face. "See you guys out front after school so we can get our costumes?"

"Sure." Buffy replied with a nod and a half smile.

"See you there." Willow added before turning in the direction of her advanced science class.

With that the Scoobies went their separate ways with a future reunion in their minds.

As he walked to Mr. Reinstein's history class, a poster on one of the walls caught his attention, causing him to pause for a moment. It was an advertisement for some big convention that'd happen in Los Angles in two weeks and one of the special guests would be none other than the Man of Steel himself. He had to admit that every single time he saw a member of the League on the news he couldn't help but marvel at how he was actually living a world with real superheroes. They'd only been really active for the last ten years or so and so, before that, he'd only ever seen them in the comic books. Knowing that they were out there, even ten years later, was still super cool to him and still had him imagining from time to time what it'd be like if he could fight alongside them.

Never happen! he thought as he resumed his walk to history class. Besides, with Buffy I have the next best thing. Super strength, super speed, healing factor and takes to melee weapons like she's handled them for decades. Not as cool as Superman but still cool.

As he entered the classroom, he saw that he was the last person there so he took his seat and prepared to do his best to listen to what he was told and try to commit it to memory.

He wasn't going to get his hopes up.

Computer Science Class, Two Hours Later, Willow's POV

"Stupid rich girl thinks she can talk like that to Xander and get away with it!?" she muttered as she continued hacking away at the security for a very specific website. "I'll show her a thing or three!"

Indeed while classes might have been officially over, she'd told Ms. Calendar that she wanted to work on an extra credit project for class. When the woman had inquired about whether or not that'd be wise with her chaperoning duties (how had she found out? Snyder!), she'd reassured the instructor that she already had a costume. True, it would consist of simply taking a bed sheet from home and poking two eye holes in it but it'd still be a costume and a classic at that. This had been enough to satisfy the older woman and it had been five minutes ago that she'd finally been alone enough to proceed with her plan. Sure, it was morally questionable but it was for a good cause just like the times she hacked the local coroner's office to help Buffy and Giles.

At the moment she was hacking into the local bank's website so that she could access the accounts of the Chase family and deliver a little poetic justice.

What sort of justice? She intended to reallocate of twenty-five percent of the money from EACH account to a gay rights group in Utah where she felt the money would serve a better purpose then the purchase of a new sports car or designer clothes.

Working on the computer, she was happy to find out that the security on the bank wasn't much better than what the coroner, so it only took her five minutes to get past the protection programs. Sifting through the various accounts, it didn't take her long to find the three accounts and what she saw both amazed and angered her. She was amazed to find out that, while not in the same league as Bruce Wayne or other multi-millionaires, they were still rich enough that she wondered why they'd moved to such an out of the way place as Sunnydale. Los Angeles was the flashier and more suiting to the lifestyle that Cordelia seemed to favor. What angered her, though, was that even though the Chase family had so much money, the only things they could think to do with all that wealth was rub it in the faces of those less fortunate. She knew that if she had access to this amount of money that she would donate it to worthy charities or perhaps use it to establish a lab that could work on curing terminal diseases.

Maybe I should take half of what their accounts have instead of just a quarter. She thought upon finding the right accounts in the system, See if little miss rich girl can take shopping off the rack like the rest of us.

She was just about to begin transferring the money a flash from behind her caught her attention and reflexively she turned to see where it had come from. Her mind reflexively thought it might be something hellmouthy but the truth was a great deal worse in more ways than one. Standing almost ten feet from her with a disposable camera in hand was none other than her nemesis Cordelia Chase and the witch had a smile on her face that was SO not of the good.

"Well, well! Looks like I was right to find out why you weren't out front with the rest of your loser friends." Cordy said putting the disposable camera into her purse, "You do know that accessing a bank's computer like that is against the law, right? I wonder what people'd say if they saw the picture I took."

"How'd you know-?" she asked only to be interrupted by the socialite queen.

"That you were here trying something?" Cordelia asked rhetorically before snorting in contempt, "Please! I'm so much more than just a pretty face! The only way you'd be any good to that freak Summers and all her weirdness is if you used your big brain to help and messing with computers is a part of that. You were so angry that I called Xander on his bargain basement clothes it didn't take long to figure out where you'd be if you weren't outside with them."

As surprising as it was the rich girl's answer actually made sense… kinda, but it didn't change the fact that Cordy had her by the throat. Even if she didn't get any jail time for her hacking, it'd still be a glaring note on her permanent record and could seriously harm her chances of getting into Harvard or Yale. She didn't even want to think of what'd happen if her parents found out. They'd take away her computer at home for sure! She considered trying to get the disposable camera back from Cordelia but was forced to concede that she didn't possess the physical strength to do so and Cordy would likely run before she could cross the distance between them.

Looking at the leader of the group Xander had dubbed 'The Cordettes', she got the distinct impression that the young woman was waiting her to finish her train of thought and come to the logical conclusion. "What do you want in exchange for that camera?"

"That's the question, isn't it, Willow. I could ask you to streak through the hallways tomorrow," Cordy said, enjoying her position of power a little too much. "I could make you my personal slave for a week. I could even make you do all my homework until graduation. Still, those sorts of things would only get me in trouble with Summers, so I've come up with something safer yet just as satisfying. I'm going to choose your Halloween outfit for tonight and you're going to wear it no matter what."

"What!?" she asked shocked at the blackmail the snobbish girl had come up with.

"And you aren't allowed to wear or put on anything that's not a part of the costume, so no trying to cover yourself up with a coat or blanket or something," Cordelia added in a no nonsense tone of voice that showed she meant business. "You wear the costume I choose for the entire night and tomorrow morning I'll give you the camera and the film. That's not too much to ask when you stop to think about it, right?"

As much as she wanted to say 'yes', she had to admit that one night of embarrassment to save herself from a permanent criminal record wasn't all that unfair. Sure, going to school would be harder on her than it was already thanks to her status as a nerd but with the exception of a few most people would forget what she wore tonight within a couple of months. By the time that graduation arrived, only people she knew would likely be able to recall what she'd worn and she was fairly sure she could count on them not to rub her nose in it too much.

With the exception of Cordy, since she was pretty sure the bitch would remind her of it every chance she got.

"Fine. I'll do it," she said grudgingly with her head hung in defeat.

"Do what?" Cordy asked with a tone implying she wanted a more specific response.

"I'll wear whatever costume you choose for the entire night and won't try to cover it up with something." She replied bitingly even as a part of her began thinking of ways to get even with the bitch.

"Good. Now let's get going," Cordy said as she turned to leave. "The impotent Nazi wants us back here in a little over an hour and I want to get this over with sooner rather than later."

Sighing, she exited out of the bank's computer system and, after erasing all record of what she'd done, turned off the computer so she could follow her blackmailer. It was only five minutes later that a thought came to her and a possible way of things getting worse came to her making her concerned enough to try something.

"Cordy? Could we go out the back way rather than the front?" she asked, trying not to sound too pitiful. "I don't want Buffy and Xander to find out about this."

For a moment it looked like her blackmailer was going to force her to expose the truth to her friends or at least make the moment worse. In a moment that surprised her, though, the brunette nodded in agreement before walking off towards the back entrance/exit of the school. It was completely unlike Cordelia to do something… nice… for someone, especially someone who was a part of a group she and her clique routinely took verbal potshots at.

Not sure what to make of it all, she decided that she'd talk with Giles later and see if there was something demony or magical that could make people do something absolutely out of character.

Downtown Sunnydale, Twenty-Minutes Later, Xander's POV

"You sure it's alright that we left without Willow?" Buffy asked as they walked down the sidewalk.

"Yeah. She probably got caught up in some school project and forgot about us," he replied, not worried about his best friend.

"But what about Snyder?" she asked, worried for the possible consequences their friend would face if she didn't arrive in costume at four.

"I'll let you in on a little secret, Buff," he replied with a lopsided grin. "Ever since she was eight, Willow's always worn the same costume for Halloween. She went as a ghost the last time she went out and I'm sure she won't have any trouble finding a sheet to dress up in this time."

"Then I guess it's alright." Buffy said, sounding like a plan of hers had been ruined.

Mulling that over for a moment, he decided it didn't really matter. Besides, the important thing was that the blonde Slayer had accepted his excuse and hadn't pried any deeper. If she had, he might've been forced to tell her that he'd seen Willow driving off with Cordy and that would cause all sorts of problems. He didn't know why the two were in the same car together or why neither had stopped to pick him and Buffy up, so they could all go costume hunting together but he knew there had to be reasons. Willow, while meek, had made it clear to him that she hated Cordelia and, while the redhead hadn't been all that successful returning the socialite's verbal stabs, he knew it'd take quite a bit for the chairwoman of the 'we hate Cordelia' club to turn in her badge of office. The only thing he could think of was that maybe Queen C had something on Willow and was forcing his best bud to go somewhere with her. He wasn't sure what that blackmail material could be but it had to be pretty serious to make the genius go. By the time he'd begun wondering what to do, they'd been out of sight making following them impossible so instead he'd decided he'd keep a lid on things until he could speak with Willow face to face.

And if Cordy was in the wrong, he'd make sure that every little dirty secret he had or could acquire would be aired out for all to hear.

Looking ahead, he spotted their destination, a costume shop called Ethan's, that had opened only a little while ago, causing him to believe that there might be some grand opening deals to be had. This had been enough to get Buffy to come along and that was no surprise since anything involving the words discount and sale was guaranteed to attract members of the female gender. As they reached the front of the store, he could tell that it met his first glance requirements for a respectable place were all met with a decent looking sign over the door as well as good costumes in the display windows. However, since learning the truth about Sunnydale, he knew better than to trust what was on the surface since what lay beneath the surface could give you a bad case of the deads if your weren't careful.

"Shall we see if there are any deals to be had, fair maiden?" he asked with mocking aristocratic pomp as he did a half-assed bow.

"Heheheheh, yes we shall, kind sir." Buffy replied with a fake curtsey before walking towards the door to the store.

Entering the store, they could see that it was fairly busy but not to the point where navigating through the place would be a bother for either of them. He could see some costumes hanging on the walls and others folded on tables but nothing that immediately jumped out at him as a good match for either him or Buffy.

"So… split up and meet back here in five?" he asked Buffy deciding they'd cover more ground if they split up.

"Sounds like a plan," Buffy said before heading off to his left, leaving him to go to the right side of the store.

Going through the various racks and tables, he found many decent looking costumes, ranging from pirate to soldier and even a few Robin Hood themed outfits. It was pleasantly surprising that there was some good stuff being offered since his past experience with Halloween outfits tended to be of the 'throw in the trash the next day' variety. Still, nothing seemed quite right in terms of what he was looking for since he doubted a generic costume would be enough to shut Queen C up if they met. He needed something that'd stand out from the crowd but not in a way that would provide the likes of Larry the Caveman ammunition. He was just about to check the other side of the store when he spotted a row of helmets ranging from Darth Vader's to something that'd go well with a suit of armor. Most of the identifiable ones were pretty useless unless you had the rest of the outfit but there was one that he couldn't put a name to and, no matter how hard he racked his fanboy brain, nothing popped up. However said fanboy brain was able to come up with a costume idea starting with the helmet and as he looked about the store items and accessories seemed to pop out with little consideration at all. Smiling with glee at what his brilliant mind had come up with, he picked up the helmet and began gathering the other pieces of his costume. He'd considered mixing up the colors of the various items but figured aiming for one color theme would minimize any slander Xander possibilities. By the time he had everything he needed, his arms were full so he decided he'd pay for everything before going to see what Buffy had found.

Five minutes later he had his things in a bag and was walking over to the blonde Slayer's position but from the looks of things she hadn't found her preferred costume yet.

"Hey, Buff'! Got my costume, how about you?" he asked in an optimistic way.

"NO! I saw the perfect outfit but that tramp Harmony grabbed it before I could," she replied with an edge to her voice. "I need to find another one and fast or we'll never make it back to the school in time!"

"Well, tell me what you're looking for in a costume and maybe I can help."

"I… I want something that's not me, ya know? I want to dress up as something that's as far from being a you-know-what as possible," Buffy explained with a bit of awkwardness. "And I want it to be good enough for Angel."

Again with the walking corpse! He thought with a bit of distaste as Buffy's choice of boyfriends surfaced again. I'll never understand why she's even bothering with him. It's not like they could have anything remotely like a stable relationship or anything.

It wasn't that he still had a thing for the Slayer or anything, the stripper pole routine she used him for at the beginning of the school year put an end to that, but it just wasn't logical to him. Angel was a vampire who'd live to be a thousand of he was careful and was essentially a walking corpse with severe allergies where the sun and fire were concerned. Buffy was a teenage girl working her way to adulthood who dreamt of having a normal life and doing the Slayer thing, with the former including a making a family of her own. He'd outlive her no problem and since his plumbing probably wasn't working, there's no way he'd be able to help her get a kid out of the deal leaving adoption or a sperm donor the only options for making a family. With sunlight a big no-no, that meant outside activities would be a bust during the day and since most places shut down an hour or three after sundown, that didn't leave a lot of options for fun.

He didn't want to go anywhere near the possible diseases a corpse might be carrying about, because that led to thoughts that would require some serious mind bleach to get rid of.

Still… I'd be a real asshole if I tried to make things worse for her right now by throwing all that in her face, he thought before forcefully pushing his objections into the dark parts of his mind. SIGH! Guess I'll help her out a bit. Just this once!

"Then let's see what we have to work with," he said putting on his usual grin even though he didn't feel like grinning.

Looking about, he tried to figure out what sort of outfit Buffy would approve of and might get Deadboy's attention somehow. The blonde said she didn't want to dress up as something like the Slayer so in his mind that meant nothing super powered or anything that was strictly on the side of the angels. That meant he had to find something that'd let her dress up as an ordinary human and one whose morals were a little more on the grey side of the moral spectrum. Letting his eyes pass over the store, he looked for something that fit the bill and after a few minutes spotted something that triggered his imagination. The idea didn't come to him as easily as his own but it was still better than nothing.

"I got an idea," he said as he began to make his move towards the rack that had caught his eye. "C'mon!"

Upon reaching it, he grabbed ahold of the outfit that he'd spotted and took it off the hook so he could get a better look at it. It was a size or two too big for Buffy from what he could see but otherwise was exactly what he thought it was when he first saw it.

"NO! I am not wearing that." Buffy said immediately, obviously thinking that he'd chosen the outfit for personal reasons.

"Why not? You can go as a super spy and this cat suit would be perfect!" he exclaimed, trying to win her over to the idea. "One of those 'license to kill' types that people have only heard rumors about. A lady of mystery!"

Looking at her expression, he could tell that she was somewhat interested in the idea but, if left by herself, would still fall back on something closer to her original choice. What that was he didn't know but given what most of the girl movies that were out today (damn him for being so weak against the Resolve Face), it was probably some Snow White or Romeo and Juliet style outfit. It wasn't that he couldn't see the appeal such clothes would have for both sides of the equation but frill dresses just didn't do it for him. He preferred more modern clothes but that wouldn't be enough to win Buffy over so he looked about the area for something that would. Spotting a basket full of accessories, he spotted what looked like a utility belt and what looked to be some kind of forearm guard armband things as well. Quickly he yanked them out of the basket and held them up against the cat suit.

"See, you can have a utility belt and some shiny forearm bracers to go along with it." he said, trying to tap into the young woman's accessory gene but failing. "Look, Buff, I know you want something that'll make Deadboy go totally non-verbal when he sees you but trust me: 'Beauty and the Beast' dresses aren't going to do it. I mean, look at what the guy wears! No buckle shoes or poofy shirts anywhere. Trust me when I say that he might've been turned centuries ago but he's kept up with the times and an outfit like this is guaranteed to get any modern guy's attention."

"I…I guess you're right," Buffy said, finally accepting that his suggestion was probably the best option she had and taking the outfit from him with the accessories.

With that done, Buffy went over to the cash register to pay for her outfit while he walked over to the door to wait for the blonde Slayer.

Checking his watch he could see that they had half an hour to get dressed and get to the school before Herr Snyder could scrape up a reason to suspend them or something.

Plenty of time.

Sunnydale High School, 3:55pm, Girl's Bathroom, Cordelia's POV

"Hurry up, Rosenberg!" she yelled at the stall the redhead was changing in. "We've got to be out there in FIVE MINUTES and I'm not getting suspended because of you. I promise that if I get suspended, I'll make sure you get EXPELLED!"

"I'm coming. It's just a little hard getting this on... it's so… tight." Willow replied in a way that lent credibility to the idea that she was having difficulty getting her costume on.

Recalling the costume she'd picked out, she had to admit that it would not be easy to get on as she had a few similar outfits in her closet that were a bit of a tight fit. Still, the payoff for wearing such outfits was that every guy with a pulse would have his eyes on her and be putty in her hand since it was a fact that most men lost their higher thought processes when their 'little head' took control. In Willow's case, though… it'd just be humiliating both because the girl wasn't used to wearing stuff like that and because the geek would be so petrified that she wouldn't be able to capitalize on its benefits. Still, that was the point of this costume and she wasn't about to back down now. Hell, the redhead had hacked into the bank to mess with her account and that wasn't even the first time Willow had used her brains to get some payback. Ever since the two of them had hit high school, it'd happened and it had only gotten worse since the little twerp had gotten older.

If a little humiliation now taught Willow not to mess with her, then that's what'd happen.

Turning to the mirrors over the sink, she took a look at her own costume and had to admit that she looked HOT but then again that was no surprise. It might have been a clichéd line but she'd look good wearing anything or nothing. With a full black and red bodysuit, leather jacket and designer sunglasses she was the epitome of 'look but do not touch' and it was going to drive Desmond NUTS. She hadn't decided yet how far she was going to let him take things tonight but she figured giving him a taste of what he COULD have would be enough until halfway through his next season. If he kept the spotlight on himself and got more positive feedback from the NFL then perhaps she'd take him on a ride he'd never forget.

Hearing the door to the stall creek open, she turned to see the sight she'd been looking forward to ever since she snapped the picture in the computer lab.

I think I might have made a mistake, she thought taking in Willow Rosenberg costume and all.

Stepping out of the stall was the geeky redhead she'd seen go in but wearing the costume she'd picked out… well, it just showed her just how much of a difference a change in clothes could make. Wearing tight pants, a cleavage-improving bodice and coat, Willow had gone from a geek that no guy in school would look twice at to being a diamond in the rough that would get quite a few looks once she left the bathroom. True, it'd have been more impressive on her, she had the bust for it, but that didn't diminish how much it improved Rosenberg's appearance.

It almost made her want to take the girl to the mall and see just how hot she could make the redhead.

Hell! She might even be willing as a one-time good deed PAY for a whole new wardrobe.

For now, though, it's payback time! She thought before saying, "Not bad, geek. Now march! There are a LOT of people waiting outside."

Smiling at the groan that that inspired, she kept in step behind the redhead every step of the way, imagining how many guys would be fixated on the girl's butt, especially since the coat stopped at the waist. Exiting the bathroom, they immediately ran into other people who'd been 'volunteered' by Snyder to take the little troublemakers around town but kept her smile since she didn't see a single girl with an outfit better than hers. As the two of them proceeded to the student lounge where they'd pick up their pack of brats, it soon became clear that her plan of revenge had worked out perfectly. With every guy that looked at Willow, the girl's stress and anxiety levels went up accordingly. It almost made her wonder if the teenager would faint dead away before ever reaching the student lounge and after a moment's thought she decided she couldn't let that happen. Picking up the pace of her steps and putting a little sway into her hips, she did what she could to direct more of the guys' attention to herself rather than Rosenberg.

More but not all, since she still wanted to enjoy her bit of blackmail.

When they got to their destination, she looked about to see if she if she could find Summers and Harris to see if they could increase her amusement any further. She saw the former first but almost missed it as the freak had dyed her hair but thankfully Buffy turned her head in just the right direction at just the right time. Looking at the catsuit outfit Summers was wearing, she had to wonder about what sort of look the girl from Los Angeles was going for. Superheroine, maybe? No mask and nothing flashy enough anywhere else but it was the only thing that made sense to her so she decided to settle for that label.

"Alright, you reprobates! Get over here!" came Snyder's oh so lovely bellow that filled the room.

Rolling her eyes at the troll, she did as she was ordered. She couldn't see him, of course, because of his height deficiency but her sense of hearing was just fine. It was as she did this that she spotted Xander and realized that the reasons she hadn't been able to spot him sooner was because he had a seriously weird helmet on that made it impossible to see his face good enough to I.D him unless you were looking from just the right angle. Giving the rest of his outfit a look, she was puzzled since it didn't look like anything she'd seen and the helmet was definitely a fashion faux pas. It was better than most of the things he wore because it was comprised of only two colors rather than those hideous Hawaiian shirts he frequently wore. A cape, clothes underneath that reminded her of the robes that she'd seen a few priests wear on TV when the station was broadcasting a story from near the Vatican with boots and gloves to top everything off.

Not a complete fashion disaster but with zero recognition factor, definitely a failure. She thought with half the amount of contempt she usually sent Xander's way.

"In a moment each of your delinquents will be given a group of four elementary school students. You will escort them around town so they can get the candy they'll no doubt puke up later tonight," Snyder said, showing his disdain for everyone not him. "You're to have them back by six PM and not a minute later. Anyone late will get a week's worth of detention. You are not to speak to them any more than necessary. This town doesn't need them picking up bad habits sooner than necessary. Now line UP!"

A rousing speech as always! She thought with a roll of her eyes.

At that point she as usual tuned out the noise of an adult that got on her nerves rather than listen and let her temper out to play. She did NOT want to get expelled for verbally chewing out the principal.

Anything but that!

November 1st, Sunnydale High School, Library, Morning, Giles' POV

I do hope that they weren't too badly affected by last night's chaos. He thought as he gathered a few books from the shelves. Lord knows that making my way through town to stop Ethan was no walk in the park.

Indeed there had been more than one instance in which he had avoided serious harm by the slimmest of margins so he could only imagine how his charges had favored. He had been all set for a quiet night in the library putting away some old volumes and correcting some errors made in the card catalogue when an explosion had rattled the windows severely. Concerned that a demon had not gotten the memo about Halloween being a quiet time for all, he had gone to the window to see what was the cause of the explosion had been. What he'd seen upon reaching the nearest window though had left him baffled because he was fairly certain that a giant mechanical monstrosity was beyond even the Hellmouth's capability to attract. It had only gotten stranger when four females clad in some sort of mechanical armor arrived to do battle with the artificial abomination. It had only been when one of the ladies had been struck hard enough to knock her helmet off that he gained his first clue as to what the bloody hell was going on.

The young girl was a student at the school and one of Ms. Chase's followers unless he was very much mistaken.

It did not take a moment further for him to realize that someone had cast a spell to transform those in costume into whatever or whomever they'd disguised themselves as. Sadly there were a few spells capable of this so deducing the culprit was not possible until he gathered more information. Fearing the worst, he'd gathered a few spell ingredients as well as three spell books that he'd hoped would aid him in ending the chaos outside.

Once he'd gotten outside, though, he'd found himself running from one calamitous encounter to another in an effort to stay alive. It was only when he encountered a group of students that had not been altered by the magic permeating the night that he gained a crucial clue in ascertaining the source of the arcane activity. Apparently all those that had been changed purchased their costumes at the same store on Main Street but none of the students were able to give him the name of the store. Mentally rolling his eyes at the dismal observational abilities of American youths, he'd then proceeded to the location mentioned, albeit with frequent risk to his own life along the way. It was only when he finally arrived at his location that he saw the sign over the door and the pieces began to fall into place one infuriating item at a time.

His old 'FRIEND' Ethan bloody Rayne had been behind the night's chaos and with that in mind he'd entered the store intent on ending the spell in the most painful way possible.

That is to say painful for Ethan.

It'd been rather cathartic for him to vent his displeasure on his 'old friend' but in the end he'd managed to terminate the spell. Nevertheless, he knew that there'd be consequences to last night, even if they were only mental in nature. The forcible implantation of a foreign mind and possibly inhuman abilities onto a person's mind would leave scars. He shuddered to think of what sort of therapy the very young would require if they'd been changed into some sort of demon or psychotic villain. While the memories themselves would likely vanish within a few weeks, the psychological damage would remain long past that point. The books he was gathering at the moment would hopefully be able to shed some light on the spell Ethan had used because, as was the norm for the insufferable prat, the man hadn't left anything useful for him to work with at the store.

Hearing the doors to the library open, he turned to see who it was and was shocked to see a disheveled and decidedly ill-looking Xander Harris walk in.

"Dear lord, my boy! Are you alright?!" he asked as he quickly set the books he'd been holding down on the library table before rushing to the young man's side.

"Depends. Does barfing everything you had in your stomach and waking up screaming every two hours since you went to bed count as alright?" Xander asked, his humor a pale shade of its former self.

It did not take a genius to deduce the source of the man's physical duress since he himself had experienced similar reactions after a few particularly traumatic moments in his past. He also knew that the most helpful thing to do when dealing with a person who has been through such a traumatic experience was to distract them with something else and then ease them into talking about the cause.

"Xander, please have a seat. It will make this easier for you." He guided the young man to a vacant chair by the table, "Do you need something to drink?"

"What would be the point?" Xander asked almost sarcastically. "I'd probably just throw up ten minutes later."

It was only by the slimmest of margins that he managed to keep the fury he was feeling towards Ethan Rayne from showing up on his face. At the moment he wanted nothing more than to be able to hunt the bastard down and introduce him to levels of pain not seen since the days of the Spanish Inquisition. However that was not what Xander needed right now and so he pushed back his own desires so he could ease the trauma the young man was going through if only by a little.

"I take it you were caught up in the chaos of last night?" he asked at a volume barely above a whisper.

"Yeah. Not exactly the quiet night you said it'd be." Xander snapped back with a bit of anger and perhaps betrayal.

"Unfortunately not. To be fair nothing in the reports I had received from the Council at the beginning of the week indicated that anything would be different this year," he said, troubled by how he had failed to prevent last night's mess. "There was certainly nothing to indicate that a spell of this size was going to be cast. Then, again the chaos mage behind all of this always did have skill at sneaking things past other people."

"You know who did this!?" Xander asked, looking decidedly murderous as he spoke.

"Indeed. When I was made aware of what was going on outside, I left to put an end to the spell," he replied unsure of just how much of the truth he should reveal. "I turns out that the person in charge of the costume store where you acquired your costumes was the culprit. He is a chaos mage that I have had some run ins with before. Apparently he cast a spell that would turn all those who bought something from him into whomever or whatever they had dressed up as."

"Well then he must've gotten something wrong because I sure as hell didn't turn into a superhero like I'd planned!" Xander stated like he'd put the chaos mage on some sort of internal list.

"Yes, well, perhaps if you explained your costume a little and then whom you wound up being transformed into I might be able to ascertain why such a deviation occurred."

For a few moments the young man said nothing and merely stared off into the air with a haunted look that had no place on the face of a teenager. He almost did not wish to know what trauma Xander had undergone to gain such an expression but he believed that providing an outlet for what was bothering him was more important.

"I'd wanted to go as a superhero because I'd spotted a poster in the hallways today showing that Superman was going to be appearing at a convention in Los Angeles. I didn't want to go as a hero everybody knew about so I just grabbed some stuff that I thought would look good together." Xander explained in an almost monotone fashion, "When the spell hit… it was like I was shoved into the back seat of my own body. I could see and hear everything that was going on, feel my body moving, but no matter what I did I couldn't take control."

"I take it whomever you became did some… terrible things?" he asked hoping that his gentle prodding would keep the lad from withdrawing.

"Heh, that's the only thing that didn't happen last night," Xander replied as if laughing at a joke only he knew. "The guy's name was Magneto and for pretty much the entire night he actually worked with some others to keep things from going too far out of control."

"Then why-?" he asked unable to understand how a hero could have such an effect on the young man.

"He wasn't always a hero. In fact sometimes he was worse than any of the super villains you see on the news. In his world there are people with powers called mutants, sort of like some of the superheroes here, but they're treated like freaks and monsters by just about everyone. People wanted them either confined to reservations, enslaved or killed outright." Xander explained with a bit of anger entering his voice. "Magneto… Erik had a past that'd seen things like that happen before and he wasn't about to let it happen again no matter what he had to do to stop it."

"What past are you referring to?" he asked, a dread-filled hunch about the answer he would receive.

"Auschwitz," Xander said as though it was all he needed to say.

"My god…" he gasped when his academic knowledge became a curse, allowing him to recall the atrocities that occurred in that place. "You mean…?"

"He was Sonderkommando. When he survived and escaped from… that, he made a promise to himself that pretty much defined his life. Never again," Xander said with a cold resolve that made it clear this went quite deep for him. "When mutants became common enough that everyone knew about them, he didn't like what he heard about what should be done about them. More and more he saw things heading down the same road for mutants as what had been done for the gypsies and Jews. He chose to take the fight to normal humans first before they could become fully united against mutantkind and develop the tools needed for enslavement or extermination. The lengths he was willing to go… the things he was willing to do… the ends justifying the means pretty much sums it up. It got so bad that he was only a hop, skip and a jump away from being just like the Nazi's he hated so much."

Mentally shuddering at the tale that was being laid out before him, he found himself wondering just how the boy had managed to make it to the school in his present state. It was one thing to overcome the trauma of being a hostage at a bank robbery or in Sunnydale's case encountering a demon wanting to kill you. It was quite another to dump all the horrors of Hitler's concentration camps on a teenage boy who, prior to last night, only knew of such things from history books and movies. No text book in existence, whether it was at high school level or university level, contained the true depth of horror Auschwitz and places like it served as a stage for. The more graphic records of what took place during World War two required someone to actually go looking for them and in some cases requisition them. Considering Xander's general lack of academic enthusiasm, it was unlikely the young man had done anything of the sort.

"He tried a few times to go good and fight with the heroes but something always came up to remind him of his past and the promise he'd made to himself," Xander explained continuing with a haunted look on his face. "The last memories I can remember clearly show him on the side of the angels but who knows how long that'll last."

"The memories should have vanished with the spell. I am not completely certain but most spells of this nature fade quickly once they have been terminated," he said, trying to get a more complete picture of things.

"Well they didn't and I've spent the last couple of hours either throwing up, experiencing the nightmares from hell or waking up screaming thanks to this spell." Xander said, sounding like sleep was something he feared significantly.

"I promise you, Xander, that I will do whatever I can to reverse the effects of the spell," he said with the utmost sincerity in his voice. "I will use every free moment I have to find a counter spell."

"Bettah make that two counter spells, English," came a voice from the doors as they parted to reveal a sight that was both familiar and unfamiliar.

At first glance it looked to be one Cordelia Chase but with his mind already primed to look for differences he could tell that he had yet another person suffering from side effects of last night. With a streak of white running through her brown hair and a decided change in how she usually moved, he dreaded the possibility that he had yet another person with horrific memories in their mind.

"More like four but then I don't suppose you are capable of counting that high," came a cultured voice from behind the book stacks.

Almost deciding it'd be better not to turn around he did so anyway, since ignorance was generally a quick way to wind up dead. Therefore with moderate reluctance he turned and what he saw instantly made him glad that he kept a bottle of strong liquor hidden behind some books in his office. Stepping out from behind the book stacks clad in a white outfit that instantly made him focus on her face, if only to make sure that he would be able to carry on a stable conversation with the young woman. Nevertheless, his observational skills automatically catalogued significant physical changes that it all likelihood would require some alterations to the woman's wardrobe.

"Yes. Chaos magic, mutation and my own aptitude for magic have made for quite the beneficial mix." Willow said, looking decidedly happy with the transformation her body had undergone. "As for your hidden bottle of malt liquor, I think we'll all need a shot of before we leave."

"That's putting it mildly, mahya padroogah," spoke Buffy, who remained mostly the same physically but her hair had gone from its usual shade of blonde to a dark strawberry blonde.




Exiting the School, Two Hours Later, Xander's POV

"So… Master of Magnetism, super spy, rogue and telepathic aristocrat," he said, sounding as off balance as the rest of them probably felt. "Anyone else feeling like they just got dumped on by destiny?"

"Not me. I feel like I've won the lottery with this," Willow replied, still sounding like a mix of her old self and the memories he had of Emma Frost. "The best body money can buy without paying a cent and telepathic powers Emma's memories have already helped me get a handle on. What's not to like?"

"Well, I don't know about you but remembering firsthand how the Nazis treat prisoners is NOT of the good no matter how you look at it," he said, forcefully shoving those very memories down before they became clear enough to traumatize him further.

"Don't you have anything else in there? Emma's memories say the guy was way smart and master strategist." Willow said, trying to get him to see the silver lining.

Or wondering why he wasn't using it already.

The answer to that was basically that the knowledge she had pointed out was interconnected with everything else. If he wanted the tech know-how and strategies, he'd have to accept all the traumatic baggage that came with it like what the machines Magneto had invented had been used for and whom his strategies had been used against. His nightmares and the few memories that had popped up before he buried the whole lot had shown him horrible scenes of people torn apart by the man's magnetic abilities as well as acts more in keeping with what a villain would do. He might remember enough to know the guy had a good side but to him there was just too much darkness to Erik Lensherr to risk letting the part of the guy he now had out of its titanium reinforced mental box.

"More like plywood box. I'm thinking you used a bit of Magneto's psi-training when you isolated the rest of him from your mind," Willow said, looking at him as though she could see into his mind.

Which she could telepathically but it looked like she'd adopted Frost's code of conduct when it came to telepathy.

"You might want to watch yourself, Wills. You're being a little too loose and free with the mind mojo."

"I'm not looking in your mind Xander!" Willow said, sounding upset that he thought she'd snoop without permission. "You're broadcasting your thoughts and I'm just hearing them."

"Sorry, it's just that Emma was always so free and loose with her powers. She treated right and wrong like they were stock options to be bought and sold whenever it benefited her the most. I just don't want you to become like that."

"Don't worry! I have Emma's powers and her memories but I'm not her," Willow said, smiling the way he'd seen her do a million times before. "I'm still Willow in all the places that matter. Just with a few upgrades."

Stepping back and striking a pose, he couldn't help but appreciate how different she looked but then he realized this was Willow aka his sister-in-all-but-blood, so he averted his eyes from the more revealing areas.

Deciding to distract himself, he turned to Buffy and Cordy to see how they were coping with the curveball that the Hellmouth had sent them last night. The former's face was unreadable for the most part, an expressionless mask obscuring what was going on inside, but he could see metaphorical cracks that led him to believe she was doing her best to repress what she'd inherited. The latter looked to be pretty much her usual self but looked… guarded, distant, around the edges but he didn't think that she realized she was doing it. Considering the powers of the woman she'd become, it meant she was just as altered as the rest of them but, as had been proven through careful testing, she hadn't taken on Rogue's absorbing powers. So the changes she was exhibiting were more mental than physical.

"Well, I don't know about you guys but I'm going to use every spare second I got repressing Halloween so hard that not even Charles, Jean and Emma combined could find it," he said with his usual lopsided smile with only a little effort needed to produce it. "Plus I need to get more sleep. Hopefully I'll be able to get a few more hours before…"

He couldn't bring himself to finish the sentence as the memories of the gas chambers and mass graves crawled out between the cracks of the box he'd shoved them into. Bringing what willpower he had to bear, he pushed the past back into confinement where he planned to keep it until Giles figured out a way to get rid of all of it. It took a minute or two to get everything sealed away but at least it was easier than the first time he'd had to do it.

I could help you you know, came Willow's voice in his mind.

Wincing at the intrusion, he turned to her with a slightly reprimanding look on his face.

"Thanks, Wills, but I'll manage. Depending how long it takes Giles to find the counter spell, I'll probably need to do it myself most of the time."

"Suit yourself."

With that the group went their separate ways but they'd see each other again on Monday, though he suspected Willow might have to call in sick for a little while considering the changes to her… appearance. No way would Sunnydale Denial Syndrome be enough to make people brush aside those changes and that would lead to questions no one had decent answers for. Hopefully the answers would come quick from the Watcher so that everything would go back to normal, or at least as normal as the Hellmouth ever got.

It took him about twenty minutes of casual walking to get back to his place and, after checking to make sure his parents were still out cold from last night's drinking binge, he moved to slip into his room. Looking at his home as he proceeded up the stairs and down the hallway, he couldn't help but be disgusted by what he saw. He'd always wished for a better abode but, without any ideas for how to make it so, he'd learned to tolerate it but look forward to the day he could move out. Now… now he found himself unwilling to wait for the day he came of age and could leave. He wanted to go downstairs and get those two pieces of drunken filth to clean up their acts so that they could act like parents should. However he knew this was likely more of Magneto seeping through but there was nothing more he could do to keep the Erik and him separate inside his head. His concentration, his focus, was already at its limit of his current multi-tasking capabilities and to push it any further risked slipping up someplace else. While he'd long since given up on his parents becoming like Mrs. S and Giles, he couldn't quite bring himself to hate them like Erik probably would.

Bottom line, they were his parents and he was their son. They might be willing to beat the crap out of him for no other reason than they were pissed but he'd only act in defense and only as much as he needed to.

Entering his room, he looked at his bed and wondered just how many hours of sleep he could really get before the nightmares caused him to wake up. He'd been lucky that his parents had been so out of it from their drinking last night that they hadn't heard him all the times that he'd woken up screaming or if it had been loud enough for them to hear their intoxication kept them from waking up. Now… now he debated whether or not he wanted to risk sleeping given that sooner or later his folks would sober up and definitely be woken up if a nightmare kicked him out of dreamland.

It was as he considered this that an idea came to him that would work out nicely. Going over to his dresser he picked out the cleanest socks he could find, tied the bottoms together then used them as a makeshift gag. It wouldn't eliminate his wake up screams but it'd muffle them enough that the door as well as the walls could handle what was left over. It'd leave a bad taste in his mouth but that'd be better than giving Tony a reason to come up and using him as a punching bag. With luck he'd be able to get enough sleep over the weekend that he wouldn't look like hell warmed over when he went to school Monday. He just hoped that the nightmares went away soon or else there was no way he was going to be able to keep up with the day-to-day demands of his life. Just staying awake through the day would be a struggle and that's if he limited himself to just going to classes before calling it a day. Patrolling would not be an option if sleep continued to be scarce and, if he remembered that episode of Star Trek right, dreaming was also essential or just thinking straight was going to be difficult.

All in all, the only thing he could do was try to hold it together until Giles came up with the counter spell and pray it didn't take too long.

He… he didn't think anyone would like it if it got to the point where he couldn't keep Erik Magnus Lensherr boxed up in the furthest corner of his mind any longer.

Considering how many things in this town that'd probably offend him, it wouldn't end well for anyone including himself.

The Rosenberg Home, The Next Morning, Willow's POV

"There's no way that Xander's going to be able to ignore me now!" she said as she looked at herself in the full length mirror. "Not unless he's dead or gay but I think it's safe to say he's not either of those."

After all, she'd seen him out in the daytime, he didn't show any signs of decomposing and there's no way he'd be such a typical 'guy' around Buffy and Cordy if he batted for the other team. Turning around so she could see how she looked from the back, she once again praised the spot of good luck that she'd had Halloween night. Despite the humiliating beginnings the night had turned out to be a true blessing for her in more ways than one. She had a body that just about every girl at Sunnydale High School would kill to have and it didn't cost one red cent in order to gain. She now had Alpha level telepathic powers that she was getting better at using at every hour she worked at them and, when combined that with the knowledge that came with being an electronic technician, you had a pretty good package.

The greatest change, the greatest blessing, though had been how much just observing Emma's actions Halloween night had changed how she saw the world as well as herself. Prior to Halloween she had seen herself as an academically gifted but otherwise unremarkable young woman who quivered at the very idea of doing something to stand out from the crowd. The reason for the fear and the less than flattering opinion of herself was from a combination what the various bullies put her through at school and, to a certain degree, her parents. For as long as she could remember she'd been an outcast amongst her peers, with only Xander and Jesse to keep her from being completely alone. None of the popular kids wanted anything to do with such an ordinary looking girl, with the exception of getting her to do their homework for them. Even the other nerds like her didn't really want to connect with her and, given their… habits, she couldn't say that she would like to become their friends outside of academic interests. All the things that Cordy and those like her had said to her and about her over the years had done terrible things to her self-image. Her parents, on the other hand, hadn't done anything directly but, through their absence, she was forced to admit that they had planted a seed of doubt about her own worth as well.

After all, what sort of parents spent months at a time away from home and only called once every few weeks while sending birthday and holiday gifts by courier?

With all of that hanging over her, it would've been a long time and a great deal of help from her friends to overcome such damage. Being in the back seat of her own body Halloween night, experiencing everything Emma had to show her, made her believe that she would overcome this damage in as little as a year. It was unlike anything she'd ever experienced before; the sheer confidence and the sophistication that seemed to personify what she was. This was a woman who knew who she was, what she could do, and wasn't afraid to let everyone know how proud she was of herself. Throughout the night she'd seen the woman use her powers and her intelligence like a scalpel cutting through whatever blocked her path while making it look easy.

True, vampires seemed to have a greater level of resistance to telepathy than humans but all that meant was that the White Queen needed to turn up the juice on her blasts to levels that would literally shatter minds.

Unsurprisingly the woman had been quick to piece the facts together once she'd looked in a mirror and that had led to a meeting of the minds as it were. From her Emma had learned the crucial details of how the whole thing had happened so that she could stop it and from Emma she'd gained knowledge of telepathy in terms of how it worked as well various techniques. It wasn't everything Ms. Frost knew but then that would've taken too much time and the woman had other obligations that needed seeing to.

She didn't mind because what she had received was more than enough and she knew that the more the practiced her telepathy the better she'd get at it. Like everything that could be learned, she devoured it and this would be no different. She would learn her lessons well in this field, just like she did in class, and by the time she was done she would truly have taken her first step in becoming just as much of a success as Emma Frost had made herself into.

Personal power and beauty were the things she had. What she'd need to gain from here on out would be skill and wealth.

Time would take care of the skill part and, thanks to the incompetent Sunnydale PD, she had no shortage of people to use as test subjects. When Emma had been in her body, one of the things she'd done was telepathically find out why the local police department hadn't been out to restore order that night. She remembered both of them being furious at what they had found and who could blame them when the minds of the police officers revealed a mass of corruption, incompetence and cowardice. Not one of the people in the police department could be called a true officer of law enforcement and all of them put their own well-being before the lives of the citizens of Sunnydale. Emma had tried to peer deeper into their minds in order to find out who the mastermind behind it all was but encountered a mental barrier around the location that housed that information. It had been unlike anything the experienced telepath had encountered before and, while the woman had been confident she could break through, that would have taken more direct contact as well as time, which they neither wanted nor had.

Nevertheless it did provide her with some people to try her telepathic techniques on and, if one of them wound up drool all over themselves for the rest of their lives… well, she'd consider it poetic justice.

As for wealth, she already had quite a few options in that area. Emma had been the head of Frost International and, as such, had either invented several of her company's products or had read the reports of their inventors that had been detailed enough that she'd have little trouble replicating them. She'd have to start small given her limited income but, with a few patents established under an alias, Sophie Snow perhaps, it'd be easy to acquire the capital needed to formally establish her own company. If her patents proved too slow in providing her with the money, she could always see what her telepathic powers could help her obtain. Lightening the wallets of a few of Sunnydale's wealthier families would make up for any lacking funds she required. She would, as a show of gratitude towards Cordelia, steer clear of the Chase family's bank accounts and focus more on say the Kendall family's accounts and perhaps a few others belonging to the Cordette's families.

She'd almost certainly encounter some legal and people obstructions but she was confident that, with a little telepathic persuasion, Emma's lingering business sense and the woman's experience with less than legal activities there wouldn't be anything she couldn't overcome.

There was, however, another goal she had in mind that did not really have anything to do with becoming Emma Frost's spiritual heir: Xander.

Thanks to the positive effects of being in Emma's company for the evening, as well as the woman's memories, she no longer lacked the courage to pursue the man she loved. However she knew that, as luck would have it, her best friend had unfortunately placed the label 'sister' on her, so getting rid of that would be her first step. A change in wardrobe would definitely be required, something bolder as well as daring but, at the same time, and she would have to subject him to some distinctly un-sisterly behavior for a time but it should get the job done. He'd be resistant, of course, overcoming a decade-long label wasn't something done overnight, but she was confident she'd be able to wear him down before too long.

After all he was a teenage male and a virgin, so if she couldn't make him see the light with words, she'd appeal to his hormones.

That, of course, brought forth the issue of whom he'd become Halloween and what lingering traces there might be from his Halloween personae. She'd received both the memories and powers of Emma Frost, along with her considerable body upgrade with everything being accessible from the start, but that did not seem to be the case with Xander. From what she'd been able to find out with her telepathic skills, he had retained the memories as well as a fair bit of Magneto's personality but had isolated it from the rest of his mind. It wouldn't hold, of course, and sooner or later he would have to either integrate it with the rest of his mind or have it removed but there was no immediate reason for concern.

What interested her though was the possibility that the young man might have also inherited Magneto's incredible mutant powers. The fact that she possessed Emma's meant that there was indeed a chance of both Xander and Cordy would manifest their abilities in the future. The only question was when and whether or not she'd be there to keep matters from becoming more complicated than they needed to be. Emma's memories showed that, under normal circumstances, the manifestation of a mutant's powers tended to be rather dramatic as well as potentially harmful both to the mutant as well as bystanders. Xander's powers would be the more public but the one with the long lasting effects would be Cordelia's, given how Rogue's absorbing abilities tended to leave ghostly psychic echoes of the people she'd touched in her mind.

Still, if she winds up losing her mind, that means one less obstacle between me and Xander. she thought, not particularly caring what happened to the teenager who'd tormented her for so long.

With that thought she moved over to the dresser to choose which panties and bra she'd be wearing for the day. As satisfying as it was seeing her new body in all its glory, there were laws about going out in public naked.

Restfield Cemetery, November 2nd, Night, Buffy's POV

I guess I'm more like the kind of Slayer Giles wants me to be, she thought as she walked through the cemetery cataloguing and classifying everything her senses were telling her.

Before Halloween she'd have done the same but it'd be more subconsciously done than anything she knowingly did, but that wasn't the case anymore. Ever since her body had been taken over Halloween night, her way of doing things had taken a decidedly more professional flavor but then, given the extra baggage she'd gained, that was no surprise.

Having the memories and skills of a former KGB and S.H.I.E.L.D agent, as well as an Avenger, floating around your mind had a way of changing your habits when you weren't looking.

Much like the others she'd been changed but unlike the others, Natalia Alianovna Romanova was no mutant terrorist or superhero, but that didn't mean a whole lot. The training she 'remembered' and the missions Natalia had gone on meant that she had just as many things that she'd like to be rid of as soon as possible. Giles had said it'd probably take him a week or two to figure out what spell the costume shop owner had used and then put together a counter spell. Too bad that might be a week too long in her opinion because it wasn't easy keeping from speaking with a Russian accent or from acting older than she actually was and it was only getting harder. The one time she'd slipped up since Halloween, her mother had only caught her muttering something in Russian but fortunately she'd been able to excuse it away by saying Giles had been trying to teach her a new language.

That excuse wasn't going to work forever.

Sooner or later she was going to say or do something that couldn't be explained away and then she'd either have to avoid her mother or explain everything. Neither were options she particularly liked but there weren't any possible options that ended well as far as she could tell. Avoiding her mother would only draw more attention to herself, backing her into a corner where she'd have no choice but to tell the truth. Explaining everything about the hellmouthy side of her life would obliterate the last bastion of normalness she had in her life and might very well send her back to the insane asylum her father had tossed her in.

The only hope she had was the counter spell.

Hearing a noise coming from her left, she quickly cased the immediate area before ducking behind a mausoleum, pressing her back flat against the cold stone. It wasn't until she peeked around the side in the direction of the noise that she realized what she'd done and cursed herself for not being as good as Xander when it came to the whole repression thing. From what she'd seen when they'd all been filled in on what happened Halloween, he was managing to hold it together fairly well and the Black Widow's experience with Magneto meant she would've been able to tell if anything significant was leaking out.

As she spotted the vamp emerging from behind a grouping of trees and bushes, she pulled out stake and decided on how best to take it out. Normally this would be the point at which she'd step out, make some quips and then take him down in style but, for some reason, she felt like being ninja girl this time and so began to slink wide around the corpse to take him from behind. Doing her best not to step on anything loud, she crept up behind the overgrown mosquito, preparing to shove the sharp piece of wood she held into its rotting heart.

It went real smoothly right up until the point her cell phone started ringing.

Chyort voz'mi! she thought as the blood drinker turned to face her. Damn it! I knew I should've set the thing to vibrate!

Predictably the vamp took a swing at her but it couldn't have been too old because it definitely wasn't strong or fast enough to give her any trouble. Blocking and evading its blows, she waited for the perfect kill shot opening and struck home with the wooden implement, burying it into the undead man's chest as far as it would go. The vamp had enough time to curse his bad fortune before going poof and having his ashes blown away in the wind. It wasn't until she put her stake back into her pocket that she realized that she hadn't played a little bit with the vampire, nor had she made with a single quip before dusting him.

Both things were decidedly un-Buffy.

Maybe I should talk to Willow tomorrow, she thought as she continued along her usual patrol route. See if she kept enough of Frost's know how to put a couple of psi-blocks in place.

A wave of reluctance hit her as she thought that but that only made her desire to speak with Willow grow since she knew that that wave had come from the Black Widow rather than her. The woman was a super spy with a license to kill and years of experience under her hourglass belt buckle with both letting her know that telepaths were to be avoided unless you absolutely trusted them. Problem with that was that, in Natalia's line of work, there were precious few people she absolutely trusted and even with them she kept a metaphorical hand near her metaphorical gun just in case. The reason for that was because, in the Widow's reality, there were so many reasons and so many ways for people to switch sides you usually didn't figure out which was which until your best friend put a gun in your face.

I trust Willow!

However, as her mind chose to remind her, part of her friend was, for the time being, Emma Frost and that woman had a habit of treating the minds of others like the morning newspaper. If something interesting could be found inside, the woman didn't hesitate to take a peek no matter how wrong it was to go where she hadn't been invited. According to the Widow's memories it took a warning equal to the interesting info she wanted a peek at to get her to back down and on some occasions it took even more. Depending on how much of Frost had filtered into Willow, her best friend might not be able to resist taking a peek elsewhere in her mind while setting up the psi-blocks. Indeed her formerly redheaded friend had always had a thirst for knowledge but until today the nice young girl had been limited to books, computers and listening to people tell her about what she wanted to know. Now, with the telepathy, her friend could take the knowledge from a person's mind at the speed of thought and unless the person had some sort of mental shields in place they'd be helpless.

NO! Willow's better than that! she thought, pushing away the untrusting line of thought. Besides, Giles will have the counter spell ready before the month is out!

Holding this sentiment close to her heart, she continued along the path she usually used and kept an eye open for anything of the non-human variety. At the same time, though, she began to get a list of quips and plenty of play moves ready for the next demon or vampire she came across.

There was no way she was going to let one man's prank ruin her reputation as the smartest and most stylish Slayer ever!