FicWad

Disclaimer: Buffy the Vampire Slayer and Angel characters are the property of Joss Whedon, Mutant Enemy, and whoever else. I don’t own 'em, and I never will. I also do not own any recognizable characters from any television shows, movies, comics, videogames or literature that I might decide to use. This work is merely for both my enjoyment and yours. No profit is being made.


Spells/Actions/Emphasis: word
Electronic/Nonhuman/Demon: word
thoughts: ‘word’
speaking: “word”
P.O.V/time skip/scene change: **


"In every generation, there is a Chosen One. She alone will stand against the vampires, the demons, and the forces of darkness."

“But sometimes she has help.”



Ethan’s Costume Shop,
Sunnydale, CA 

Entering the newly opened costume shop the trio of teenagers split up to begin looking for the items they needed for tomorrow night. Xander was not a happy camper and not for the first time since the entire fiasco had begun, he shook his head in disgust. Earlier in the day, Snyder had cornered Buffy at school and made her sign up for Halloween escort duty. A duty consisting of dragging a bunch of kids around the neighborhoods for trick or treating and bringing them back to the school later safe and sound. Being her friends, and as far as Snyder was concerned accomplices, he and Willow had been strong-armed into participation too.

‘Goddamn troll just had to make costumes mandatory, didn’t he? I bet he did that so he could walk around without a mask on, the little jerk.’ Xander thought as he looked over to watch Willow and Buffy preening over a dress on the other side of the store. ‘No problem guessing who that‘s gonna be for.’

Angel.

A vampire that had been cursed with the return of his soul. For the last 100 years forced to remember the crimes and atrocities his body had committed once his soul had been replaced with a demon.

He was also Xander’s rival for Buffy’s affections, a fact by itself that meant he would never really get along with him. Although he had to admit, in his head and his head alone, Angel was handy to have around. Mostly when an apocalypse was going down or some super demon was rising.

Shaking his head of the troublesome thoughts, Xander returned to focusing on what he’d come to get in the first place. However, his little daydreaming had cost him, as he watched a 10 year old kid grab the last of the toy rifles in the discount items container. Looking inside he saw that the only thing left behind was a pirate sword and a set of pink nunchucks, something that so didn’t go with army fatigues.

‘Well looks like I’m gonna need to buy a Halloween costume. Which one though? Not a lot of money, but there is no way that I wanna look like a complete dork either…’

Xander was brought out of his musings when a man’s voice spoke out from behind him.

“Is there something I can help you with, young man?”

“GAH!!” Xander shrieked, in a manly way of course, as he turned around to look at the owner of the voice. He was an older man, somewhere around Giles’s age. In fact with the British accent of his, he was throwing off a Giles vibe of his own, maybe a little more chaotic than the original. “Would you cut that out!”

Extending his hand out to Xander he introduced himself, “My apologies, my friend. My name is Ethan Rayne and I’m the owner of this fine establishment. I noticed you and your friends when you came in, but I noticed that while they seem to have their eyes on that dress over there, you appear to be lacking something. So what can I do for you?”

Xander sighs loudly, “Alright it’s like this. My principal is forcing me and my friends to escort a group of kids for Halloween tomorrow and we have to dress up for it. Problem is I was gonna go as an army solider since I already have some fatigues at home, but there are no more rifles left. So now I’m trying to figure out what costume I can get with the 15 bucks I have.”

Ethan responded with a ‘hmm’ as he started to walk around Xander examining him. “I may have something for you, follow me.”

The two men walked towards the back of the shop where several cases stood in a row. In each case a basic mannequin was adorned in full costumes ranging from ninjas to pirates, ‘Goddamn Larry’, but as they started to finish rounding the shelves the costumes started to become more famous, more intricate, and adorned by fully fleshed out sculptures. There were five cases containing costumes from well known characters.

In the first was a mannequin dressed in a complete Darth Vader costume, complete with a red lightsaber. What made it even cooler was the pose it was in, as it stood there with its hand raised in a slightly clenched fist. Any geek would recognize that move. The second case contained a woman’s costume, although while it may have been a costume made for a girl, it was definitely designed for men. Lara Croft stood with both of her guns pointed in the air. The aqua green top was spread tightly over a very expansive pair of breasts, her cleavage like a lighthouse beacon for members of the opposite sex, and the brown shorts covering a very nicely rounded ass.

‘These things look so lifelike. Some of em look like they could just get up and start moving. Although I would not mind being around her if she came to life.', it was then that Xander's imagination began to become a little too vivid. 'Calm down, big guy. It’s not nice to point at things after all.’, Xander chided himself after he realized that he was starting to enjoy the Lara Croft figure a little too much.

“Yes, I’m quite proud of the work I had down for these models. After all presentation is everything.” Ethan told Xander with a knowing smile stretching across his face.

Xander looked away for a moment as his embarrassment passed over his face. The third costume they came across was one that Xander wasn’t familiar with. The suit was designed for a male and looked to be a black body suit underneath a steel gray colored armored that covered everything, save for the lower arms that were covered by the body suit. On the chest and shoulders were several nodules, one even looking like a communication device.

“Hey Mister, what’s the what with this get up.”

Ethan starred at Xander for a moment before trying to respond, “What’s what?!”

“Sorry. I meant what’s the story behind it. I’m a geek and I know my Sci-Fi, so I can recognize that the suit is something science fictiony, I just have no clue what show it’s from.”

“No, of course you wouldn’t. This is an actual prop costume from the movie set. I have several friends in the industry so in the past I‘ve asked them if they come across something interesting or unique to grab it for me. This costume is from a movie that won’t be released until sometime next year. It was Lost in something or other, can't quite remember the name at the moment.”

“Cool.” was Xander’s reply as they continued perusing the costumes.

The fourth costume he recognized as quickly as he had the others. The design was of a regular Arabian belly dancer, the only thing that would make you realize that it wasn’t was the fact that it was pink. ‘Wow, I wonder if I could convince Buffy to get this instead of the Disney princess getup.’

While Xander had stopped to use his imagination, Ethan had continued walking to the last case and the particular costume that rested inside. All lust and excitement had passed from Xander when he gazed at the costume the mannequin was wearing.

“This is the one that I actually wanted to show you. A customer was interested in it the other day, but he was a little… round in the waist. When he tried to get out of it he ripped the costume over there” pointing to a large rip on the side. “I can not in good conscience sell this costume at anywhere near the actual price so I need to find a way to get rid of it. And since you appear to be around the same size and shape as the costume I figure you can use it.”

Xander wanted to respond, but all he could do was stare in awe at the costume behind the glass. The costume was entirely black save for the large white spider symbol on the chest, it’s legs flowing around the sides to connect to a similar symbol on the back. The mask, like the rest of the suit, was completely black except for the large white eyes that were staring back at him. This was Spider-Man’s black costume one of , if not the, most bad ass uniforms a superhero or heroine had ever worn before.

“Please tell me you’re not joking with me. That you didn’t just bring me back here to screw with my emotions, because if you are I may have to kill you” the teenager whispered.

“I’ll tell you what, if you give me whatever amount of money you have with you then we’ll just call it even. And tonight you can show your friends just what you’re made of.”

“DEAL!!”

“Alright then, let me take this down and go get it ready for you. You can head on back to the front and I’ll meet you there.” Ethan said as he undressed the mannequin and placed the costume in a small box before turning away.

A large grin was plastered all over Xander’s face as he turned around and… skipped… back to the front of the store to wait for the most awesome thing he’s seen in a long time.

****

‘Oh this is just too good to be true. There is no way I can let this opportunity to slip by without trying!’ Ethan said to himself in glee as he went into the back room.

He had known that Giles and his charges were in town long before he had decided to come to Sunnydale to play his little trick. All he wanted was to enjoy the chaos that would be caused when everyone started to change into the things they dressed up as. And so far everything was turning out even better than he could imagined. Most of his products had already been sold and if things continued at this pace then by the time he closed he’d be sold out. But this was the icing on a very delicious cake.

‘Lord Janus himself must have guided that boy’s choice of costumes!’ He wondered as he grabbed the box that contained the Spider-Man costume the boy had eyed. ‘Yes, I am definitely going to have to make sure that this particular youngster has a very interesting time.’ Ethan thought as he began to spray an emerald liquid across the costume before speaking the words to caste the trigger spell for the change. With a flash, a green flame covered the costume before dying down and leaving the fabric unmarked. Making sure that everything was in place, Ethan placed the costume back in the box and headed back to his eager costumer.

****

“Xander, where the heck have you been? I wanted to show you my costume, but you were gone.” Buffy called out as she and Willow made their way towards him. They moved through the crowd as they finally reached him, Buffy grinning happily at him as she lifted up the dress to show her other best friend.

“Look at what I found, Xander. It’s really nice isn’t it?”

“It’s really beautiful Buffy, but I never really saw you as a frills kind of woman. Are you trying to make an impression on a certain someone?” Xander asked a teasing tone. ‘Too bad I'm not the one she's trying to impress, but hey I think she'd look better without it anyway. Although now that I think about it, Buffy would probably look better without anything on really.’

Buffy beamed another megawatt smile at him “Of course not, Xander. I just feel like showing my inner princess that’s all. Y’know embrace the whole go as you aren’t dealy. So what are you gonna be for Halloween?”

“It’s a secret, but you guys have gotta promise me something first.” Xander grinned

“Ooookay, but what is it you want us to promise.”

“I want you two to promise me to wear a helmet.”

“A helmet?” The two girls parroted.

“Yeah, because when you see this I don‘t want to blow your minds”

Buffy smacked Xander in the arm for the corny joke, but she and Willow still cracked smiles at it

“Well young man you are now all set?” the shopkeeper said as he finally arrived to the register, a gleam still in his eyes. “Thanks to you this is one worry I won’t have to think about anymore. I hope that this Halloween is everything you’re wishing for!” Ethan finished as they completed the transaction and the Scoobies proceeded to leave.

Willow looked back at Ethan’s retreating form. “You know, that man is really nice. He gave Buffy a discount on her dress and he helped Xander find a nice costume.”

“I am so recommending more people come to this place.” Buffy said hugging her dress.

Willow saw a pack of ghost costumes sitting on a stand near the exit and smiled.

****

Spike’s Warehouse
Sunnydale, CA
Evening

In a warehouse on the other side of town Spike and several of his minions sit on a couch in front of a TV. The video showing a recording of several of Buffy’s fights over the last couple of days. Spike replays it over and over as he tries to study Buffy’s fighting style and habits. Taking note of her abilities and the times that her friends interfered that changed the odd to her favor.

“This ones seems like she's gonna be tricky. Baby likes to play.” Spike chuckles.

The scene where she stakes the vampire with the sign replays. “You see that? The way she stakes him with that thing? That's what's called resourceful. Rewind it again.”

Drusilla walks in from another room as she moves to stand in front of Spike “Miss Edith needs her tea.”

“C'mere, love.” Spike says as he holds his hand out for her.

Drusilla takes his hand and sits in his lap, before looking into his eyes after a moment. “Do you love my insides, Spike? The parts you can't see?”

“Eyeballs to entrails, my sweet. That's why I've got to study this Slayer. Once I know her, get inside her head and figure out how she thinks, then I can kill her. And once she’s gone you can have your run of Sunnyhell. Get you all strong again.”

“Don't worry, Spike. Everything's switching. Outside to inside.” Dru lets a slow breathe caress his neck. “It’ll make the slayer all weak.”

“Really?! Did my pet have herself a vision?”

“Do you know what I miss the most? Leeches.” Drusilla said as she started going off tangent.

“Come on love, talk to Daddy. This thing that’s gonna make the Slayer weak? What is it? When’s it gonna happen?”

“Tomorrow.”

A confused look passes over Spike, “Tomorrow's Halloween. Nothing happens on Halloween.”

A smile pastes itself on Dru’s beautiful face, “Yes, but someone's come to change it all. Someone new.”

Spike turns his head away from her and back to the video a triumphant smile growing with each moment. Drusilla’s on the other hand leaves her as she begins singing a nursery rhyme.

“The itsy bitsy spider crawled up the water spout.”

****

Summers Residence
1630 Revello Drive
Sunnydale, CA

Ding Dong

Walking downstairs to speak with her mother, while waiting for Willow to finish changing into her costume, the doorbell suddenly rings drawing Buffy’s attention. Opening the door she was treated to a surprising figure.

“… Wow! Is that you, Xander?” Buffy’s jaw hung wide open as she just stared at the man standing on her porch, who nodded to her question. ‘I never knew that Xander could look so… oh my god Xander is hot!’

“And who else might you have been expecting on this fine Autumn eve?” Xander said with a lower pitched tone to his voice.

In truth, the change he made to his voice actually fit with the costume he was wearing, since it was hard for her to match up the voice to the face she knew was behind the mask. Taking a minute to study his form, the first thing that caught her attention was the large white symbol spread across his chest. When she took the time to start to inspect the rest of Xander’s costume was when things got of the unusual. The Spider-Man costume, even though one she had never seen before, was stretched across his body showing off all the muscles he possessed and all the dimensions of his body that were normally concealed underneath his baggy clothing.

“What’s… I mean…when did…huh?!”, a flustered Buffy rambled out.

“I believe it goes who, what, where, when, why, and how.” Xander quipped as he watched Buffy standing there speechless, and grinning behind his mask at what his choice in costume had done to her.

When he had gotten home he had used some needle and thread from his mother's sewing kit to repair the damage to the costume so he could try it on. When he was finished and standing in front of his mirror in full costume, made Xander take immediate note of several things both about the costume and himself. The first thing was the fact that the costume really had turned out to be a near perfect fit for him. The way it fit him felt both comfortable and allowed for plenty of maneuverability. The other thing he had noticed was the fact that since it was damn near skin tight, the boxers he enjoyed wearing were not gonna work, noticing the fact that they bunched up and around his waist and upper thighs and caused the costume to be puffed out around those areas. Realizing they had to go, Xander switched out boxers for briefs which led to another more visible, while unavoidable, problem. Finishing switching out this for that Xander finally admired the finished product and to be honest, surprised himself with how well he and the costume had finally come together.

Xander was never an out of shape kid, his body just never had much of a definition to it, but since meeting Buffy a year ago and finding out about the things that go bump in the night, things had changed for him.

With moderate exercise a person can gain a better figure, become stronger, and build up a greater stamina.

What Xander and the others did on a nearly nightly basis was far beyond what might be considered moderate.

Fighting against creatures both stronger and faster than he was had caused his body to undergo changes. Vampires are beings that are naturally 4 or 5 times stronger and faster than a regular person. Constant interaction between Xander and the demonic forces attracted to the Hellmouth, forced his body to try to adapt to the rigorous outside stimuli. Xander's strength grew as a natural response to his body trying to make him strong enough to fight back against whatever the situation was. The speed that he possessed slowly increased as he tried to keep pace with helping Buffy as she fought against the vampires and demons. As a result of all the rigorous activities with being involved with the slayage, Xander had an ever increasing level of stamina to use in his nightly battles.

While his activities would never give him a Slayer’s physical conditioning, the end result of his year long activities had left a 17 year old with an attractive body standing in front of one of his best friends in a skin tight suit.

“Buffy! Lady of Buffdom, Duchess of Buffonia, I am in awe! I completely renounce spandex!” Xander said to try and break Buffy out of her brain freeze.

Buffy raised an eyebrow at Xander before speaking with a regal tone “I fear, good sir, that our traveling companion for this evening is not yet dressed.” A noise behind her caused her to turn around and look up the stairs excitedly.

Following her gaze, he was curious as to what it was that was making Buffy get excited. Xander knew Willow like the back of his own hand, and knew every year she bought the same costume. Though from the way Buffy was acting, he thought she might have gotten Willow to go for something a little different this time around.

Ever since Buffy’s arrival to Sunnydale, Xander had noticed that Willow’s confidence in herself had been slowly growing. But whatever Buffy had planned for Willow tonight was probably rushing things and thus her return to the Casper look.

“On second thought I guess she is.” the disappointment she felt entering her tone

“Hey, Will! That's a mighty fine boo you got going there.” He said trying to rid Willow of any guilty feelings that she might have had over Buffy’s disappointed expression.

“Oh my god. Xander is that really you?!” Willow cried out as she came down the steps. “I mean how did you get all of those muscles to look so real?”

Xander arched an eyebrow, dropping out of character for a minute, “Wills? There’s nothing fake under here. What you see is 100% Xander Harris.”

She gave him a weak smile, “…Really! I mean… i-it looks nice, in that you look good… not that you don’t look good normally because you do and the costume makes you look even better, that’s all.” At this point, Willow was glad she had a sheet over her. Her face must have been as red as her hair by now.

Xander turned away to greet Joyce as she came over to them from out of her Kitchen, giving Willow and Buffy a long enough chance to ogle Xander’s basically naked body free and clear.

‘I’m starting to think that it’s a good idea this dress is so layered’, Buffy thought as she realized that staring at the very impressive bulge Xander possesed , was starting to make her aroused as she felt her nipples begin harden. ‘I wonder what he looks like without the… Argh, bad Buffy. VERY BAD! This is Xander you're looking at. A very Xander shaped friend. A friend in the non-lusting-after zone no matter how nice he feels out a costume. Keep your mind on the game plan. Look pretty for Angel, take the kids trick or treating, get em back safe, and then come home and spend some quality time with yourself… in the shower… with the massager setting.’ the mixture of emotions rapidly crossing her face with each thought or idea.

Unbeknownst to Buffy, Willow’s train of thoughts were traveling along the same line as hers, ‘Oh wow, Xander is really… blessed! If we didn't have to leave this would probably be the perfect chance to tell Xander how I feel. Heck if I played my cards right, I could probably get to show him!’ Willow began blushing even harder as years of fantasies starring herself, Xander, and lately Buffy started floating around her mind. ‘C’mon get a hold of yourself!’

Looking over at Willow, Buffy idly wondered if was going to do something about Xander here and now or just keep gawking at Xander’s very substantial package. Then again, Buffy couldn’t say much since she was enjoying the sight just as much as Willow was. In another time and place she might have just joined forces with Willow and tried to seduce Xander so they could have some fun with him. Hell if they kept going at the pace they were going, that option might just pop up before the night was over anyway.

Turning back around to his friends, “So, my beautiful and very smart companions are we ready to get the show on the road?”

“We’re ready, Xander.” Both girls said at the same time, before turning to give each other a speculative look.

“Well ladies your Friendly Neighborhood Spider-Man would be honored to escort you to your destination” said Xander as he offered each arm to Willow and Buffy.

Buffy turned to give her mother a kiss goodbye before the teens left for the school with Joyce’s cry of “Be safe and have fun” guiding them out the door.

****

Ethan’s Costume Shop
Evening

When the appropriate hour was close at hand, Ethan walked into the store’s back room to kneel before his statue of Janus and began the ritual. As it neared its completion he presses his hands together and winces in pain. When he pulls them apart there are wounds in his palms, his blood flowing freely. A swelling of the Chaos magics surrounded him as he begins to recite the trigger spell…

“Janus, I call upon your spirit. Heed my plea. Seize the night for your plan.”

Dabbing the blood from his left hand with his right middle finger, he smeared it over his right eyelid.

“Come, appear and show us that which is power infinite.”

Dabbing the blood from his right hand with his left middle finger, he smeared it over his left eyelid.

“The mask must be transformed into body and blood.”

Dabbing the blood from his left hand with his right middle finger again, he smeared a cross onto his forehead.

“By your sacred presence the heart grows greater. Janus! Take the night!”

There was a large influx of energy before it was expelled, a large grin spread over Ethan’s face, “Well then, show time.”

****

A thick wind swept through the entire city, as the spell takes hold and begins transforming everyone into the embodiment of whatever they were dressed as. Kids dressed as little witches, goblins, and demons were transformed into thus. Monsters of all types, both real and fictional, were brought forth into existence.

The chaos that was being brought forth this night would leave lasting impressions on several individuals before it was finally over. And repercussions that would be life altering for the entire population of earth.

****

“AAARGH!!” the man screamed as his body convulsed before collapsing to the ground in pain. Barely managing to stay conscious he stumbles as he climbs to his hands and knees, the pain still present but diminishing. Lifting his head to try and observe his surroundings, try to figure out what’s going on.

A few minutes ago Peter had been swinging through the city, on his way back home with dinner for him and MJ, when his Spider-Sense went off. A moment of dizziness was followed with every part of his body screaming out in pain as his Spider-Sense went off at a danger level he had never experienced before. It was screaming out at him that the danger was all around him, to do nothing but run.

His body had a different idea.

Regaining control of himself Peter stood up and looked around the area. From what he could tell he was in a residential neighborhood, not that different from Aunt May’s, and from the temperature probably somewhere down south or on the west coast. It was the residents of said neighborhood that was worrying him. In the chaos around him, he could see people screaming as they were being chased by monsters of all kinds. A little girl in a pixie costume being cornered by two pint sized demons snapped Peter into action.

As the demons grew closer two weblines snagged them in the back , before they were yanked across the street away from the girl. Peter watched as the creatures stood up and glared at him from opposite positions. Seeing the large man in black as a threat towards getting to their target/food, the not particularly bright demons let out twin roars as they charged at him in a tackle. In a display of acrobatic grace, Peter did a spinning back flip over the creatures heads causing them to miss him completely. With their momentum built up too high both creatures slammed into each others’ heads rendering both unconscious. Noticing more people that needed help, Peter was about to leap away, but before he could even position himself to jump a girl’s voice screamed out. For some reason he knew that she was trying to get to him.

“Xander!”

Spinning around Peter relaxes as he sees an attractive teenager running towards him.

“Xander, are you okay. I’ve been trying to find you ever since things went wonky.”

“Sorry pretty lady, but I don't think I’ve ever met you before in my life. Trust me I would know if I met anymore attractive red heads.

Willow blushes for a moment at his compliment “It's me, Willow! Xander, please quit messing around. This is no time for jokes and I’m starting to get really freaked out..

“Lady I’m trying to tell you that I don’t know you. I have no idea what the hell's going on here? One minute I was swinging through the city and the next thing I know I’m laying on the ground in some neighborhood, which from the temperature, is a long way from New York.”

A look of sadness crosses over Willow, “You mean you really don't know who I am?”

Peter lets out a soft sigh “Look, Willow was it, I suggest you find cover fast.”

Willow jumps in front of him to try and stop him “No, wait!”

Peter walks right through her. They're both surprised by the experience.

“Oh!” Willow cries out softly.

Peter turns around to stare at her again, trying to figure out what she really is. Willow turns around to face him.

“Okay what are you?”

“Xander, listen to me. I'm on your side, I swear! Something crazy is going on. I was dressed up as a ghost for Halloween, a-and now I am a ghost. And you were supposed to be Spider-Man, and now I, I-I guess you really are Spider-Man.”

Peter tilts his head to the side for a moment just staring at her, “You know what makes that statement messed up? The fact that it’s plausible enough for me to believe you.”

“You really believe me?!” Willow says a surprised look on her face.

“Yeah, I mean if you know who I really am, me and mystic juju are kinda like this” he says with crossed fingers. “It would also explain why I am where I am and what’s really going on with all the things that go bump in the night… bumping in the night.”

A monster suddenly appears from behind a car across the street, growling at Spider-Man and Willow. Peter shoots a webline at a nearby trashcan lid and yanks it to him. Taking aim he Frisbee throws it towards the creature and catches it in the legs as it charges them, causing it face vault the ground. It stands back up before turning around and running away. Willow jumps in front of Peter to keep him from attacking further.

“No! Don’t hurt it! That's still a little kid inside the costume! Whatever you do to the costume, your doing to the wearer.”

“Gotcha, we get to play rodeo cowboy.” says Peter as he winks behind the mask.

A grin on her face “That’s right mister. Now all we got to do is find…”, she trails off before eyeing her target, “…Buffy!”

She runs across the street over towards a woman wearing an old style pink dress.

“Oh my god, Buffy! Are you okay?”

The monster that attacked him and Willow earlier returns along with several of it’s friends. The group of creatures let out a roar as they charge at them. Peter takes a stance between the monsters, Willow, and Buffy.

“This could be a problem.”

Turning back towards Buffy, Willow gives the girl a slight shake “Buffy, what do we do?”

The girls only response to the question is to faint and fall to the ground.

Peter fires several weblines at the approaching monsters causing a couple of the creatures to be wrapped up and fall over. Seeing the continued resistance from their prey, the creatures turn and run away once again. Relaxing again Peter turns around and sees Willow kneeling next to a slowly reviving Buffy.

“Hi sweetie, are you alright?”

“…What?” she responds groggily.

“Are you hurt? Can you move? Are all systems go?” says Peter from her left

“Buffy, are you hurt somewhere?”

“Buffy?” she asks puzzled as she finishes sitting up.

“Peter I don’t think she's Buffy anymore.”

“Who was Buffy in the first place?”, Peter asked

sigh ‘Oh, this is gonna be fun.’ Willow thinks before she turns to Buffy. “What year is this?”

Peter takes Buffy's hand and helps her get back to her feet.

“Why it’s 1775… I think.” Buffy starts to look around confused and begins hyperventilating. “I-I don't understand any of this. What is going on? Who are you people?

“Calm down we're your friends.

“F-friends of whom? Y-your dress… Everything here is so strange! How did I come to be here?”

A loud roar is heard very close by before a large animal appears from around the corner. The animal stands on it’s hinds legs and lets out another roar, fangs bared and claws raised to attack. Peter going by instinct jumps over the girls and delivers a powerful kick to the animal’s belly and a powerful left hook across the creature’s muzzle, knocking it down and out.

“Call me crazy, but was that bear just wearing overalls… you know what never mind. I think we better find somewhere that's safe for us to go to before we come across something worse than Smokey here.

“I know just the place we can go and the best part is it’s close by.”

****

Summer’s Residence

Peter opens the door to the kitchen and walks inside before standing still in the room for a moment as he uses his Spider-Sense to scan the house for any hidden danger.

“Hey guys you can come in now. Everything’s all clear!” he yells to the girls waiting outside.

Walking in the group take in the house and take the chance to relax from all the chaos. Willow is thankful that Mrs. Summers appears to be gone for the evening. The group settles into the living room to gather themselves when suddenly a loud banging is heard at the front door. Peter moves to investigate whatever the source is and Willow and Buffy follow.

As he reaches for the handle Willow screams out to stop him “Don't open the door!”

“There could be someone out there that needs help.”

“Or it could be a mini demon.” Willow retorts

Buffy notices a picture on a table near the stairs and goes over to look at it. When she picks it up, and sees notices that it's a picture of her wearing a red spaghetti strap top, a large smile on her face. She turns around when Willow walks over to her.

“I-Is this... could this be me.”

“Buffy, it is you. Can't you remember anything at all?”

“No! I, I don't understand any of this! Um… this is a photograph of some other girl! I would never wear something like this, such low apparel. I don't like this place and I don't like you. Please… I just wanna go home!

Buffy is practically in tears as Willow wraps her arms around her, trying to offer at least some comfort. Willow turns back to face Peter.

“She couldn't have dressed up like Xena?”

‘Ass kicking in tight leather’, Peter thinks with a smile behind his mask.

Peter resumes scanning the outside through one of the windows in the front door when his Spider-Sense goes off. Pulling his face away from the window, a monster suddenly punches its arm through the glass and tries to reach for him. With no luck with the first attack, the creature pulls its hand back through the hole to try and look through the window for its prey. Doing so however, only nets creature a face full of web that makes it blind.

“That doesn’t look like someone needing help to me!

“That’s a negatory Jessica Rabbit!” Peter reaches his arm through the broken window and simply flicks his finger against the creatures forehead. Flick or not, the power behind it sends the creature flying off the porch to land in an unconscious heap at the bottom of the steps.

“Hey! What did we just say?!”

“Don’t worry that had to be at least a teenager, being that big. The only thing he’s gonna feel is headache later on.” Peter said to placate the red heard

A loud scream interrupts them as Peter looks out to see a brunette being chased down the street by a Sasquatch. Snatching the door open Peter rushes to try and help her before she gets hurt.

****

This entire ordeal had been more than enough for her. First when she had gone to pick up her costume rental at Party Town she had seen another girl trying to pick up the same one. Not letting such a slight against her go, Cordelia had properly shamed the girl into getting something else. When she had finally made it to the school for escort duty she had made the embarrassing mistake of hitting on a masked Xander Harris when he had arrived with his friends. Not that she could be really blamed seeing as how in the Spidey costume Xander looked exactly like a numey little treat. She would later get satisfaction as both Aura and Harmony would do the same thing when they saw him. Harmony after finding out his identity, did her usual put downs and dismissal of him and Aura just giving him an appreciative smile. Both girls would continue to give him discreet glances the rest of the time they were together at the school. Whether it was out of disgust, approval, maybe something more, she would never know because she didn’t even care enough about it to ask them.

The thing that had surprised her the most about the encounter, was the fact that Xander hadn’t tried to use her little mistake to try and make fun of her. The only thing Xander had done was tell her thank you for her compliment and tell her that she looked very attractive in her own costume. While she was with the kids later on she would try to analyze what had went on, but at that moment particular moment in time Cordelia was still trying to figure out whether someone in Xander's family tree had been part horse or not.

And now here she was a few hours later running for her life from what she suspected was Bigfoot.

“Please somebody help me!” She screams as she turns around to see the monster still chasing her and screams. She looks up as a shadowy figure flies over her and lands on the shoulders of the creature driving it onto its back. When she turns back around again she watches as, who she now realizes is Xander, use his webbing to tie the Sasquatch up.

“Oh thank you god! Xander, you’ve got to help me! It’s like everyone in town has lost their damn minds.”

“I already know, everyone has been turned into whatever costume they were wearing. Come on we got to get back inside before more trouble shows up!”

Taking her by her hand, he leads her back to Buffy’s house. Inside Willow watched as Xander leapt through the air and saved Cordelia. She sees them returning and opens the door for them to get inside.

“Oh my god, Cordelia!”

“Wait a... What's going on?” she looks around puzzled

Willow grabs onto Cordy and looks into her eyes “Okay, your name is Cordelia, you're not a cat, you're in high school, and we're your friends… well, sort of.”

“That's nice, Willow. And you went mental when?” Cordy responds with a roll of her eyes

“You know us?”

“A duh. Lucky me. What's with the name game anyway?”

“A lot's going on right now.”

“No kidding. I almost got eaten by Jo-Jo, the Dog-Faced Boy. And just look at my costume!” pointing towards her torn sleeve. “Do you really think that Party Town's gonna give me my deposit back? Not in this lifetime.”

Peter noticed a shawl sitting on the edge of the couch so he grabbed it and put it around Cordelia’s shoulders, “Here you go. It’ll help keep you a little warmer.”

Cordelia gave Peter a smile as she replied a ‘Thanks’.

“Okay we need to figure out how to fix this. You guys stay here while I go get some help. If something tries to get in, well you’re just gonna have to fight it off.

“But it is not a lady’s place to fight. Surely some men will come to protect us.” Lady Buffy said as she threw in her own opinion

Cordelia could only stare “Alright what the hells her riff?”

“It's kinda like amnesia, okay? They don't know who they are. Just sit tight.” as Willow starts to go

“Who died and made you the boss?”

Willow shakes her head for a second before she walks through the wall behind Cordelia. Buffy stares in wide-eyed amazement.

****

Several groups of monsters are still chasing people down the street. Walking through the chaos Spike continues to look around taking in the mess that whoever it was has caused. Spike stops to light a cigarette and take a drag.

“Well! This is just... Neat!” an even larger smile growing

****

Peter looks over to Cordelia as he takes a chair to brace against the door “Hey could you go check upstairs for me. Make sure all the windows are locked up.”

She nods her head before she heads upstairs. He uses another blast of webbing to help the chair keep the door sealed, similar to what he had done with the table against the large front window.

Once again Peter’s Spider-Sense triggers as moments later a sound is heard from behind them and Angel walks in from the kitchen. Peter moves in front of Buffy to guard her against the potential attacker.

“Good you guys are still safe. I don’t know what happened, but it’s total chaos out there.”

They both look at him.

“Who are you?” they both echo.

“What do you mean ‘who am I’. Somebody wanna fill me in on what’s going on right now? I just got chased down the street by a guy dressed up like Frankenstein and the bolts in his neck didn’t looking like they were part of a costume. And why is Buffy hiding behind you?”

“Alright to catch you up, everyone has been turned into their costumes. Whatever you were wearing is who or what you are right now. Apparently Buffy dressed up as a princess and is now…”

“Lady Elisabeth” with a slight curtsey following

“… yeah. And Xander dressed up as me. Which just gives me all sorts of warm squishy feelings inside. Of course that might just be from some bad mexican he ate earlier.”

“Only on the Hellmouth.” Angel whispers quietly

“Yeah, it's kinda this whole big thing. How are you?” Cordelia says as she dazzles him with one of her smiles coming down the steps

Before Angel can answer the question, the lights inside the house go out. Buffy grabs on to Cordelia’s arm in fright as they began looking around the room.

‘Oh boy. Spider-Sense is tingling!’

****

Sunnydale High

Giles walks to the cage and looks around before grabbing several stacks of old papers. He blows the dust off of them and examines them for a minute before walking back out over to Willow, looking at a book.

“Giles, I don't even know what I'm looking for. And plus I can't even turn the pages.”

“Well, all we need to do is review the facts that we do know. Um, so everybody became, whatever they were masquerading as.”

“That’s right. Xander was dressed up as a Spider-Man and Buffy was dressed up as an 18th-century girl.”

“My word, Xander is actually Spider-Man right now?” A nod from Willow was his only answer, as he paused for a moment confused. “And… your costume?”

“I'm a ghost!” she said emphatically.

“Yes. But um... the ghost of… what, exactly?”

Willow covers her bare stomach embarrassment “Well, this is nothing. You should see what Cordelia was wearing. A-a, a unitard with little cat thingies, like ears and stuff.

“Good heavens. Cordelia, became an actual feline?”

“No! She was the same old Cordelia. Just in a cat costume.” she explained after a slight pause

“So she didn't change.”

“No. She kept going on and on about how she was never gonna be able to return her costume to Party…” A look of surprise passed over Willow, when she had an epiphany about their problem. “Wait a minute... Party Town. When we rescued her Cordelia told us she got her costume from Party Town.

“And everyone who has been changed, where did they acquire their costumes from?” he says as he takes off his glasses and begins to clean them.

“Everyone else probably got theirs at a new place downtown. Ethan's.”

Giles pauses when Willow mentions the name of the place. He looks at her for only a moment, a grim look on his face as he realizes the kind of danger the kids and everyone else are really in. He resigns himself to the fact that he is about to enjoy everything he’s going to do to Ethan when he finds him.

****

Peter’s Spider-Sense had given enough of a warning for the gang to be prepared for the assault. In the front several creatures of varying size battered the front door until it finally collapsed and rushed in. Peter had told Angel to get the girls to safety, while he handled the attackers, so Angel led them to the kitchen so they could exit through the back. When they got there though the back door had already been open and as they passed the basement a hidden vampire jumped out to attack them. Angel was able to hold the creature off and dust it, but during the fight his face had vamped out and when the possessed Buffy had seen it she ran off without them. After having dealt with the last of their enemies, Peter came to the others only to find out that Buffy was gone. They all decided that finding Buffy was the priority, but that it would be better for them to split up. Angel and Cordelia started heading for the warehouse district and Peter leapt away towards the business district.

It was as he started his search that his Spider-Sense pointed his attention towards the figure standing on a rooftop a couple of buildings over. At another time he might have stopped to say hi to him, but at the moment the problem of finding Buffy before she got hurt was the more pressing matter.

It wouldn’t have mattered much anyway as Daredevil jumped down from the rooftop to land in the middle of a trio of pirates that had been trying to accost an older woman. From what he could see they looked like they had already been roughed up by someone, the ass whopping they got from Daredevil just added to that fact. For some reason when he saw Matt deliver a backhanded strike from his club to one of the pirates made him happy. The front kick that sent him flying into a pile a garbage even more so.

It was in mid leap that his Spider-Sense once again activated. Stumbling slightly as he landed Peter looked around before he began to head in the direction his Spider-Sense had pointed. A few moments later he noticed that he was headed back towards the warehouse district when he noticed a large group of monsters being led by a blonde man in a long leather jacket. Angel and Cordelia were still out looking for Buffy, so he decided to follow them and try to keep anyone they might come across safe.

It wasn’t long before he realized that the way he was being lead was both a positive and a negative. Thankfully he saw that Angel, Cordelia, and Willow had found Buffy safe and sound. The thing that was worrying him was the fact that that the creatures were headed right for them. Using a powerful leap Peter lands in between the monsters and the others and quickly fires several webs to slow the oncoming attackers.

“Run, go find an open door, I’ll hold em off for a minute” before he continued to fire more webs. He admires the web work for a moment before the claws of the creatures start to rip it apart and breech the barrier.

He runs down the alley as he quickly catches up to Cordelia and Willow, Angel with Buffy held in his arms in front of the group.

Spike and the rest of the monsters, finally destroying the obstruction in their path, see them headed down the alley and give chase.

Angel finds an open door to one of the smaller warehouses and waits for them to reach him, but sees that the monsters are quickly gaining ground on them.

“C’mon guys you’ve got hurry. They’re almost on you.!”

Glancing over his shoulder Peter notices that the mini demons are almost right on top of them so he grabs Cordelia and leaps the remaining 100 or so feet to safety. Willow easily running through the door as Peter and Angel quickly push the large door shut, as he uses his webbing to once again try and by them a little extra time.

“We got to find another way out. Even with my webbing there are too many of them for that door to hold them back for long. You guys check out here, I’m gonna go see if there’s something in the back we can use to get out of here.”

The sound of the monsters arriving and banging at the door accompanies them as they begin to search. Peter takes one of the large heavy boxes from the corner and sets in front of the door, pushing it against some barrels Angel had already moved into place.

Before he can turn around to look for more things to help bar the door several large arms burst through the barricade. Peter finds a metal grate and sets it on top of the large crate, as the monsters snatch the door open. They pound against the makeshift barrier as Peter tries to hold it in place.

“Okay everyone out now!”

They all start running again, and Peter follows after them when the barrier can no longer take the strain of being forced between two powerful forces. The crate and the metal grate are scattered across the floor as the monsters burst their way through. Spike follows behind them as he looks around the warehouse before he leads the monsters off after the fleeing group. The gang make it to the back of the warehouse, but finds that there are no exits. As Peter prepares to start ripping the walls open to make an exit, the group of monsters arrive. Left with no other choice Peter and Angel prepare to fight as the girls move towards the back of the room.

“Well isn’t this a party. The pink princess is mine, everyone else you can eat.” the blonde vampire smiled.

Without any other words being spoken the group of creatures surge forward to attack. Several of the mini demons rush toward Angel who responds with several quick strikes knocking them back. Unfortunately for the larger psuedo-demons they choose to attack Spider-Man, remembering him as the bigger threat, and are dealt a multitude of powerful blows. Some sent flying across the room , others rendered unconscious from the attacks. The remaining demons enter the fray as they join the others in attacking Spider-Man, their numbers allowing them to stand up against his raw power.

With the two male protectors occupied with his minions, Spike approaches Willow, Cordelia, and Buffy to end the fight once and for all. Brandishing a metal pipe Cordy swings it towards Spike’s head, with only his supernatural abilities allowing him to dodge it in time. She continues trying to attack, but eventually he grabs the pipe in his hand before backhanding her and knocking her away from him. With the last of her bodyguards finally out of the way he once again closes in on the frightened Buffy. The glee he feels inside almost too much for him to contain.

As he tries to reach for the girl a large body flies through the air as it hits him in the back causing the both of them to crash to the ground. Seeing her attacker momentarily stunned she reaches for the fallen pipe to try and use as a defense. As she prepares herself she begins to feel dizzy.

The unconscious devil toss gives Peter the chance he needs to try and get to Buffy as he knock his attackers away from him and he leaps over them to try and land in front of Buffy. As he is flying though the air a sudden intense wave of dizziness passes over Peter causing him to miss his step and tumble on to the concrete floor. The dizziness continues as his sight begins to grow black, ‘What can happen now?’

Pushing the creature off of him Spike starts to climb to his knees when he notices a foot tapping against the ground impatiently. As looks up to see the person belonging to said foot he can only utter the single thought crossing his mind.

“Oh hell…”

****

Noticing the waning resistance of the demons, Angel begins to press his attack when he suddenly starts to hear the crying of several little children. All around him kids, teens, and the couple of adults start taking off their respective masks. The sight of Spike’s body slamming into the side of a large machine and denting it brings his attention back to Buffy.

Walking towards Spike, the now returned Slayer reaches up and removes the fake wig with disgust. Their eyes locked on with each other as both combatants waited for the other to make the first move. Deciding to end this once and for all, Spike charges forward with a fist ready to strike. Dodging the attack to her left side, Buffy does a quick spin and belts Spike across the temple with a roundhouse kick. Ducking from another blow, she slams a powerful fist into his stomach causing him to double over. She follows through with a knee to his face stunning the master vampire as another kick smashes into his temple, lifting him off of his feet and smashing into the other wall of the warehouse.

With the Slayer back to full strength and with Angel freed from his distraction Spike decides that the old saying really is true as he turns tail and flees back through the entrance.

With the immediate threat over Buffy and the others begin to make sure that everyone is alright. A groan from the other side of some crates reminds her of Xander, as she rushes over to his side.

“Are you okay, Xander?”

“… I’m fine. A little dizzy maybe.”

“Well just sit still for a minute and it’ll go away. I’m gonna make sure the kids are okay, then I’ll be right back. ”

Waving his hand to shoo her away “Go, I’m fine I promise. Nothing’s gonna happen to me just sitting here. If something happens then I promise to yell for help… in a manly way of course.”

She smiles at him as she leans down to give him a kiss on his forehead before going back to check on the kids. Being left to his own devices gives Xander a chance to try and reign in all the chaotic thoughts floating around in his mind. A sense of confusion coursing through him as he tries to figure out what’s going on and also a sense of astonishment as he can remember the other life he lived as Peter Parker. Before long a headache starts to build as the conflicting memories fight for dominance in his head. Focusing on what’s going on in the here and now gives him some release as the pain begins to grow less and the remaining dizziness passes. Standing up he finds that everyone else is already leaving the warehouse as he walks over to his friends who are already waiting for him.

“Well that was a swell evening. I think I might want to do it again next year.” a hint of sarcasm in Xander’s tone

“Yeah well your on your own there bucko. I don’t think I’m ever gonna be able to look at dresses the same again.”

Cordelia looks at the both of them confused “Wait a minute. You guys remember everything that happened?”

“Yeah, it was like I was there, but I couldn’t get out. I guess the best way to explain it is like riding in a car with somebody else driving. Although I got to admit it was kinda fun being Spider-Man. I mean there are a lot worse things I could have ended up as.”

Angel and Buffy start to walk off arm in arm, Cordelia shrugging her shoulders follow. Xander starts to do the same before a thought crosses his mind.

“…Um guys! Where’s Willow? ”