"Buffy no" yelled Giles from the doorway of his bedroom.

The sound of Giles’ voice snapped me out of my daze and I pivoted my head to see him standing in the doorway, terror and fear written across his anxious face. It was only than that I really looked down at the vampire beneath me. What I saw made me shudder. Dropping my stake I slowly removed my weight from him not wanting to injure him any more than I already had. By throwing herself on him I must have hurt him internally because a stream of blood was oozing from his open mouth. Silent tears fell from the eyes of his bruised and battered face, while his quivering lips appeared to be trying to form words that were never made audible. When he was unable to communicate he painfully turned his head in shame and self-disgust.

I pressed my hands over my mouth to keep from screaming out loud. My body was shaking so bad I was surprised I was able to keep standing. Giles raced over to Spike to make sure he was ok. What was I thinking of course he wasn't ok. Someone or something had hurt him and I had just made it worse. I’m not sure how many times Giles called my name before I heard him. He told me to wait downstairs. I didn’t want to leave, but he insisted. On unsteady legs I made my way to the living room.

How many times I dreamed that I would get the chance to see him again. There were so many things I wanted to say and so many things I wanted to ask. However at this moment all that went through my addled brain was that he is hurt and what if he doesn’t make it. What if I never get to sit and talk with him again? What is taking Giles so long? Looking back I didn’t even cry. I may have been in shock, because I sat on the edge of the sofa rocking back and forth staring at an open book on the coffee table.

I could have waited for fifteen minutes or hours for Giles to return. I’m not sure. I only know that when he came down the stairs I hurried to him crying out "What happened to him? Is he going to be ok? Please tell me he is going to be fine?" I needed to hear it even if it was a lie.

Giles removed his glasses and nervously began to clean them and motioned for me to sit. Wordlessly I followed his instructions. It seemed like an eternity before he began to speak and when he did his words were not reassuring "He was badly injured, but I believe with time he will make a full physical recovery. That is the good news. The bad news is I’m not so sure about his emotional recovery."

"Who, Who did this to him?" I demanded vengeance racing through my vains.

"Buffy it is his story to tell and I don’t think he is ready for you to hear it. I’m not sure he told me everything. Nevertheless, there are some things you must know. First, that he was tortured and left for dead by a group of vampires. This torture lasted 22 days and they did a great deal of physical and emotional damage to him. I’ve had him under my care for 6 days. No one knows he’s here but you and I. He didn’t want you to know" Giles told me apologetically.

"How could this happen? He had the Gem of Amara. It was suppose to protect him" I begged for answers. "I need answers and I’m not letting this go until I get them" I looked at him sternly.

"Buffy if I tell you, you must promise not to say anything about it to him. Let him tell you in his own way when he’s ready" Giles urged me. I wordlessly shook my head and he continued. "When he used The Master to restore Drusilla he made enemies of a group of the Master's followers. The most dangerous one is a vampire named Darla. However, the threat she and her group posed was not as deadly as the one from within his own ranks. You see Drusilla decided that he must be punished for his betrayal."

Knowing immediately what betrayal she referred too I howled "Oh God, I was the betrayal wasn’t I? Tell me. Did this happened because of me." Now I really was crying.

Giles put his arm around me and when he thought I was ready he proceeded. "She tricked him by letting him believe everything was fine. She set him up with the help of Darla. While they were on what he thought was a simple boat ride they initiated their plan and turned it into his worst nightmare. First Drusilla pulled the ring from his finger and tossed it overboard leaving him defenseless against Darla and her minions. He thinks they would have continued the torture, but Drusilla had a vision that was more important than her revenge, so after weeks of torture they tied him up and left him in the desert to die. He would have died, but one of the minions slipped a small sharp piece of metal to him. He used it to cut himself free. It is hard to believe but he had enough determination to walk and sometimes crawl miles to an abandoned gas station. There was a pay phone and he called me for help." Giles seemed physically exhausted. I knew the whole ordeal had him disturbed.

"Giles can I see him?" I asked. I didn’t want to hear anymore. I only wanted to hold and comfort him.

"Buffy try not to get upset if he doesn’t want to see you. He has a great deal of pride and it has taken a terrible beating" Giles said giving me that I’m older and wiser than you look.

I headed up the stairs to try to comfort the man I loved. I know some people may think I’m a hypocrite, but part of me knows that there is some good in him, because I can feel in my soul.

TBC

I reached out to touch him and he jerked away from me. He kept his back to me, so I couldn’t see his face. My heart was breaking, but I didn’t want to push him, so I elected to move a chair close to the bed and sit near him. Pushing away the tears that threatened to come I thanked the powers for saving him and bringing him here. It must have been an hour before he acknowledged my presence. "Are you going to sit there all night?" he asked quietly.

"If I have to" I told him stubbornly.

He waited a few minutes than rolled over to look at me. "What did the watcher tell you?" he asked.

"Not much. I think I got the edited short version. Would you like to talk about it?" I asked sadness evident in my tone.

"No" he replied curtly.

I could tell he didn’t like me seeing him this way. The emotional pain was obvious in his azure eyes. Giles was right the physical damage would heal. It was the emotional pain that would take time. Please let me be able to help him is what went through my mind. This time when I reached out to touch his face he didn’t pull away, but let me run my fingers across his chiseled cheeks. Suddenly he grabbed my hand and brought my palm to his lips. He didn’t stop there and soon I was curled up with him in the bed. We silently held each other the rest of the night.

***

Within two days Spike was up and about, but still looked like hell. It was at this time Giles convinced him to let the rest of the Scoobies knew he was there. We would need their help if what Spike had been telling us was true. Giles thought that Spike was being paranoid, however it was better to be safe than sorry. Besides we were getting tired of lying about his presence. A meeting was set for the next evening. It would include Xander, Willow, Cordelia, and Ms Calendar if she was back. She had been gone all summer and I know Giles missed her.

***

To say that everyone was surprised to find the vampire living with Giles would be an under statement. Xander wanted to stake him on sight. I can’t repeat the language that was used by both Xander and Spike. Giles was the voice of reason and got them to stop fighting long enough to get the meeting underway.

"Spike seems to believe that Darla and Drusilla will be coming here to get revenge on Buffy" Giles told the group seated around the living room.

"Like that will happen she could take both of them without even breaking a sweat" Xander jumped in to tell the group.

"Soddin hell whelp, Darla and Drusilla are deadly and they’ll not be coming alone" Spike snapped. A knock at the door interrupted Xander’s reply.

Giles opened the door to find Jenny smiling at him. "Hi Rupert" she said a large smile on her face.

"Jenny I’m so glad you’re here. Come in. I wasn’t sure you were coming we started without you" he told her.

Her smile faded when she saw Spike. "Rupert, Spike is back?" she questioned the watcher.

"Yes, it’s a long story. He has information that might be of use" he replied.

Spike snorted at the watcher’s comment and retorted "Might be of use, stop being a git. I know them and when they get here it won’t be pretty. I’ve seen what that lot can do, especially that poofter Angelus."

"They are all vampires and we can fight vampires" Willow chimed in.

"Right and maybe this Angelus will refuse to help them. Giles said he hasn’t hunted humans for over a hundred years" Buffy added.

" I think you’re all missing the point. Dru said she knew how to get her daddy back. That means one thing, she knows how to get rid of his soul. You’re going to be dealing with Angelus the Scrounge of Europe" Spike said firmly.

"Again not seeing a big problem there. He’s just another vampire and we stake vampires" Xander said emphasizing the staking vampire part to Spike.

"Spike I’m sorry but, I have to agree with Xander and Buffy, we should be able to defeat them if we have a plan. We can start by……" but he was cut off by Jenny.

"He’s right. You will be facing Angelus. If he has a moment of happiness he loses his soul" Jenny told the stunned scoobies.

I walked up to her "And you know this how?"

"The curse was put on Angelus by my people. I don’t know all the specifics, but I was told that if he finds a moment of happiness he loses his soul. If Drusilla knows how to remove his soul then you’re all in danger. My clan has been watching Angel for over a hundred years. However, we lost track of him about a year ago. That’s why I was sent to Sunnydale. It was a long shot, but Darla had been his consort, so the elders thought someone should watch her. I tracked Drusilla and her to Chicago. I’m pretty sure they found Angelus. I lost them about a week ago. When I got your message I hurried back" she explained to the stupefied group.

The first thing that went through my head was ‘Wow she’s been tracking them’ then it hit me. I steadied myself to confront her. "How long have you been tracking them?"

She didn’t answer right away, but at least had the dignity to look embarrassed, because she knew where my question was leading. "Since they left Sunnydale" she told me with only a hint of remorse.

I’m not sure how long it took everyone else to understand what that meant. I knew when Willow got it because of her sudden "Oh."

Sometimes I wonder about Xander, because the next thing out of his mouth was "That’s a good thing. Right!" After Xander’s comment Spike slipped out the back door.

Willow scolded him "No Xander it’s not. What it means is she knew what was happening to Spike and didn’t let Buffy know."

"Buffy, I didn’t think……. He’s a vampire. I’m sorry if I didn’t think that he was worth it" Jenny asserted.

"It wasn’t your decision to make Jenny. It was Buffy’s. Also, you should have told us why you were here in Sunnydale" Giles informed her.

"I’m here to help now" she pleaded with them.

"Are you, or are you here because Angelus is probably on his way here to kill me and my friends? After all, finding and watching him is your soul purpose in life, isn’t it?" I retorted angrily.

Before more angry words could be exchanged Giles asked Jenny to leave. I was hurt when he told her he would call her later. After she left I went to find Spike amiss the objections of both Xander and Cordelia.

He wasn’t hard to find. His blond hair stood out against the night as he leaned against a tree in the back yard. I moved to join him in the cool darkness of the night. "What Xander said, don’t take it too hard. He doesn’t know what Darla and Drusilla did to you," I said softly.

"And I suppose you do?" he replied.

"No, not everything. I do know that they hurt you and left you to die" was my response.

"I keep forgetting how young you are. Here’s a lesson Luv, there are worse things then being tortured and dying. I wanted to stay out in the desert and greet the sun. You know why I didn’t?" he asked me. I shook my head and he proceeded to explain "Because I knew it was only a matter of time before they came after you. If they hadn’t threatened you I would be a big pile of dust. The little teacher in there was right. I wasn’t worth it. One hundred years with Dru and she doesn’t care enough to keep torturing me or make sure I’m dust before she runs off to find her daddy."

"You’re telling me you are upset because she didn’t keep torturing you?" I asked completely mystified.

When he began to run his fingers through my hair, I stared up into his beautiful face. Even in the moonlight I could see his sad smile. "I’m saying it hurt because she didn’t care. If she loved me she would have tortured me until I was back in her good graces or she would have dusted me. That is how Dru thinks. Instead she tossed me away as if I was nothing to her. As much as that hurt, the part that really scared me was what Dru and Darla would do to you. Their mistake was telling me what they had planned for you than leaving me alive" he responded mournfully.

TBC

I can’t believe that Nazi principal Snyder roped me into taking kids trick or treating. Spike and I were going to spend a quiet evening together. Halloween is the one night of the year that is guaranteed to be quiet. Spike refuses to go with me. He says the rules state that demons take the night off. I guess I shouldn’t complain he has given up quite a bit for me. The no killing or feeding off humans is the big one. I still know what he is and what he’s capable of doing, but he told me that giving up human blood makes it easier. After feeding from human blood the demon is harder to control, so he mostly drinks pig’s blood.

We’ve been researching Angelus and Spike has been a big help. However, thus far there has been no sign of him, Drusilla or Darla. Also, Spike and Giles refuse to tell me everything about Angelus. I’m the slayer I have to know what to expect, so while I distracted Giles Willow borrowed a book that contained information about Angel. Can I say gross, Angel is one sick puppy. The sooner I stake him the better off the world will be.

***

If Giles ever tries to tell me again that demons take a day off I think I’ll have a weenie roast over his favorite collection of dusty old books. As it turned out principal Snyder was the least of my problems on Halloween. With the help of my friends I’ve pieced together what happened that night. There are a few holes, for I have a feeling that my friends may go to their graves never divulging everything that happened that night.

Things started out fine. I picked up my black leather biker outfit at Ethan’s. Tight black leather was something I thought Spike would like. I could spend the evening with him after I dropped off the children at the school, so the night wouldn’t be a total waste. While I was in the shop I spotted an outfit that I had to get for Spike. Even though he wasn’t up for trick or treating didn’t mean he wasn’t up for an intimate Halloween party for two. Taking my purchases I headed for Spike’s apartment.

"Have you bloody lost it? I am not wearing this outfit" Spike protested as he stared at me. "Now if you had gotten me a Harley jacket like yours I might have considered it" he told me while making faces at the costume I had selected.

"Spike you’re acting like I’m asking you to put on a pink tutu and dance around the neighborhood" I said glaring at him.

"This is almost as bad. Buffy NO, NO, NO, it’s a uniform and if anyone sees me in this my reputation as a big bad would we seriously compromised. Besides bad ass vampires do no where khaki" he stressed.

"And exactly who is going to see you? I thought that we could have a little party for two. But I guess if you don’t want to, I can take my black leather clad body to one of the many Halloween parties I’ve been invited to" I told him as I shoved my outfit back into the shopping bag.

Spike approached me and wrapped his arms around my waist bringing his chest in contact with my back. His fingers caressed my abdomen and slowly inched up toward my breast. As his thumb made tiny circle over my nipple I couldn’t help but moan. "You’re coming back here tonight aren’t you Luv? I want the pleasure of seeing you in that outfit and than seeing you out of it" he whispered in my ear seductively.

"Are you wearing your costume for me?" I asked. He was now nibbling on my neck and if I didn’t get out of here soon I wasn’t getting out at all. It is amazing how his cold touch sets my body on fire. Sometimes it scares me when I think about the control he has over my body. I needed to be strong and tell him no unless he wears his costume. I decided to use my secret weapon, so I turned in his arms and gave him my pouty lip and sullen look "Please Spike. I want to be the bad girl that corrupts the sexy good boy with her wicked ways."

"Oi luv, not the lip" he said as his mouth crushed mine. My arms were soon wrapped around his neck as I pressed my body to his. His erection rubbed against my stomach causing a fluttering sensation in my core. I had to get control, so I pushed him away "Spike we don’t have time. I’m meeting the gang at my house in 30 minutes" I said breathlessly.

"So my girl wants to play," he said running his fingers up and down my arms. He was giving me that sexy smile that turns my resolve to Jell-O. "I’ll wear the bleedin’ uniform, but don’t you forget who the real big bad is" he uttered as he pulled me in for another kiss.

*~*~*~*

I was just finishing putting on my biker outfit when Willow and Xander showed up. Willow looked adorable in her 1960’s flower child outfit. Her jeans were patched well-worn bell-bottoms and her tee shirt had a huge airbrushed pot leave on it. Finishing up the out fit was a fringed dark brown suede jacket and a matching floppy hat.

"Will I love the outfit. You didn’t get that from the costume shop did you?" I asked my friend

"Only the belt and the tee shirt. The rest is curtsey of the attic" she told me.

"So your mom was a hippie?" I inquired.

"She prefers the term bohemian or flower child, but yeah," Willow said giving me a smile. "But enough about me, look at you Buffy. You’re all sexy and a bad girl in black. Has Spike seen you yet? I think he is going to love you in that outfit. Not that he doesn’t already love you…..You know what I mean."

Chuckling at her, I replied "I understand. And to answer your question Will, he has seen the outfit, but not on me. I’m saving that for later tonight."

"Can’t you two have a conversation that doesn’t involve the bleached wonder" Xander grumbled.

I ignored his comment like I always do and I redirected the conversation to his costume. "And Xander who are you suppose to be?" I asked him while giving his khaki shorts and shirt the once over.

"Come on Buff, you should know. Here’s a hint, Ah isn’t she a beauty " he said while holding up a two foot long fake crocodile. "I’m Steve the crocodile hunter. I only had to rent the crocodile. The shorts and shirt are mine."

"Nice Xander. Are we ready to go face the demons, I mean children and principal Snyder?" I asked my friends. With agreement from all we headed off to complete our mission of securing the most candy with the least amount of effort.

*~*~*~*

Meanwhile, Cordelia Chase was giving directions to the trick or treaters under her care. "Team how do we secure additional candy?" she barked to the four children in front of her.

In unison the children replied "We compliment them on their choice of treats, than we tell them how nice they look tonight."

"That’s the team spirit I want to see. Now lets go get them" she told them.

"What if they are ugly. Do we still have to tell them they look nice?" a little boy in a frog outfit asked.

"Listen frog boy. I’m the queen of getting what I want. You listen to me and you’ll have more candy then you can eat in a month" she told him. A big smile spread across his green face as he shook his head yes. With everything under control Cordelia in her skin tight poodle outfit followed by four excited children headed for the first house on the block.

Cordelia and her group were just starting down the second block when all hell broke loose. The children turned into whatever costume they were wearing. There were monsters and demons everywhere. She ended up running for her life with a big hairy creature from the black lagoon chasing her. It was right behind her and she thought she was a goner when a van came to a screeching halt ten feet from her. The door flow open and Oz yelled "Cordelia get in." Cordelia drove for the door, but the monster was able to grab her foot. With the door still open and Cordelia sprawled across the front seat Oz took off. With the van moving and Cordelia kicking at it for all she was worth the hairy creature lost his grip and tumbled to the pavement.

*~*~*~*

Across town in an old factory Jonathan huddled on the cold dirty floor crying and shaking. He knew his life was about to end. They had already killed and eaten several others and he was next. The scene before him was like something out of a horror movie.

The big male vampire had his teeth sunk into the neck of a young man in a teenage mutant ninja turtle outfit. Once the vampire had drained the young man he started to examine the man’s costume. What do we have here? He pulled the purple cloth mask off the dead teen and put it on then he started to twirl around the Bo-staff that was part of the costume. He called to the two female vampires "Dru, Darla would you ladies like to play a game?"

The female vampires were in the process of enjoying dinner and reluctantly removed their fangs from the throat of the dead girl who was dressed like a nun. Darla’s blood smeared lips formed a devilish grin and she called to her lover "You know I love games Angel as long as there is as much pleasure as pain."

His laughter echoed through the building. "What about you Dru? You’re the queen of pain and pleasure," he said fiendishly as he lovingly caressed the tools from the tool belt he had just put on.

Drusilla’s reaction was not what he expected. She started to shake and cry out "No, no, no something’s wrong my Angel."

"Dru, Dru, Dru you spent way to many years in the company of that love sick puppy William. You forgot how to have a good time. Darla remembers don’t you baby?" Angel said sadistically.

Jonathan was horrified as Darla started to remove her clothes and then put the dead girls habit on. She sashayed over to Angel and whimpered "Angel what kind of games do you have in mind?"

"Wrong, wrong, wrong, it’s all going wrong. The songs are all off key. The bad man craves the chaos created by this discord!" Drusilla cried as she frantically paced through the room.

Angel had had enough of his child’s ranting and grabbed Dru by the hair. "Enough! We are the evil, the bad, the ones that crave chaos, so let it come. I’ll welcome it. I’ll bath in it" he proclaimed than shoved the whimpering Dru away from him.

"It’s here!" Drusilla screamed.

*~*~*~*

Spike grumbled as he picked up the uniform. What was she thinking when she picked out a motorcycle cop costume. He played with the fake handcuffs for a moment and thought, if she wants to play I have the real thing. He proceeded to strip off his clothes and put the uniform on. If Buffy wanted to play a little role reversal game he wasn’t going to complain. Dizziness overcame him just as he finished putting on the uniform. When his head cleared he looked around and couldn’t figure out how he got here.

He appeared to be in someone’s apartment. Was he here on police business? He doubted it. Traffic cops don’t usually make house calls. A shrill scream pierced the night. His first instinct was to protect. He exited the apartment letting years of police training take over. A three-foot high green demon with a horn protruding from his forehead was accosting a young woman in a red cape.

"Police, get away from the girl" the officer shouted at the demon while pointing a gun at its head. The demon slowly backed up than turned to run. The policeman would have followed but the girl decided to take that moment to faint. His first duty was to protect the girl, so he bent down to see if she was ok.

The girl turned out to be fine. He wanted to help her home, however all she could tell him was that her name was red riding hood and that she lived in the forest. He needed to get her to the police station, but his motorcycle was nowhere to be found. When he called for backup they informed him that things were crazy and he would have to get her to the station on his own. As it turned out they were able to get a ride with a couple that were happy to pick up a cop. The couple franticly told him about mummies and monsters taking over their neighborhood.

Once he safely dropped the girl off at the station he went to the motor pool to secure another motorcycle. The sergeant agreed that he could go check out the residential area that was overrun by dangerous bad guys. Every available policeman was already out patrolling Sunnydale. The sergeant told him he had never seen anything like it. At first they had thought it was some trick or treaters playing pranks, but the reports he was getting made him believe that hell had finally come to Sunnydale.

*~*~*~*

Oz turned to Cordelia "I like the outfit. Not many people could pull it off."

"Thanks Oz, but look what that overgrown lagoon beast did to my 250 dollars boots?" an angry Cordelia ranted.

"It could be worse. It could be your blood on the boots instead of his" Oz said trying to make her look on the bright side. "Boots aside Cordelia have you noticed anything strange? I mean not normal Sunnydale strange, but definitely wrong even for here. I saw kids turn into dogs, monsters, and in one case president Clinton. Care to speculate?" he asked in a calm reassuring voice.

"Except for the fact that this town is a bigger hellhole than usual not a clue. Wait a minute if something insane is going on that means Buffy will be right there in the middle of it" Cordelia proclaimed. "We need to find Buffy. We can try her house first" she declared.

"Who is Buffy?" Oz asked

"Long bizarre story. I’ll tell you some other time for now let me give you directions to her house. Take the next left on Maple Street. Once you get to ……..Stop the van!" Cordelia screamed. Oz brought the van to a jarring halt. Cordelia jumped out of the van and raced to a group of individuals. Oz was right on her heels. Cordelia yelled at the redhead in a brown floppy hat, "Willow, Willow is that you? What is going on? Willow what is wrong with your eyes? Where did you get those hideous clothes, Beggars Are Us? Is that Buffy’s sister those dwarfs are carrying?"

Willow addressed the overexcited Cordelia "Yeah man. You wouldn’t happen to have a doobie?"

"Oz that is Buffy’s little sister. Don’t let those Munchkins run off with her" Cordelia demanded.

"Hey, It might be a good idea to let me have the kid. My friend over there knows her and if I were you I wouldn’t piss her off. She put the B in bitch. So if you don’t mind I’ll take the kid" Oz told the four dwarfs. They ignored him and continued to carry the sleeping Dawn.

Oh boy here it comes Oz thought. After all he had warned them. They were about to feel the wrath of hurricane Cordelia. She stepped directly in front of the lead dwarf and placed her palm on his forehead. "And where do you think you are going short stuff? I’ll tell you where. Out of here, but your leaving the girl with us. Don’t even think you can out stare me little man. That is the kid sister of an almost friend of mine that just happens to be the second biggest bad ass around. Do you want to lay odds on who is the biggest bad ass in this town?"

While Oz was watching Cordelia take charge of the Munchkins, Willow frolicked over to him and asked, "Where’s the party? I think your friend could use one. She is giving off negative vibes. It’s bringing me down. She needs to chill."

Oz eyed the hippie chick and told her "That is Cordy’s thing. She has the negative vibe thing down to an art. Don’t let her freak you. It’s all good."

Cordelia managed to get the dwarfs to put Dawn in the back of Oz’s van without any bloodshed. Once Dawn, Willow, Cordelia and Oz were in the van they proceeded to Buffy’s house.

"What is the plan?" Oz asked Cordelia once they were on the road again.

"Willow isn’t going to be any help with her drug addled brain. So the plan stays the same, find Buffy" she informed him.

"What about sleeping beauty, should we find a prince to kiss her and wake her up? I could kiss her, but I don’t think I could pass for a prince" Oz joked.

"Have you ever met Dawn? Believe me we are better off with her sleeping. That means no one comes within twenty feet of her with lips." Cordelia replied.

"Hey, what’s happenin’? Are we still going to that party?" Willow smiled and asked her companions.

Cordelia rolled her eyes as if to say why me lord. However Oz replied to the redhead’s question. "There is some crazy shit happening, so we need to find a friend and hopefully we can get things straightened out."

"You’re cool Oz. I can dig where you’re coming from. I bet you hear that a lot?" Willow asked.

"Yeah, I hear it frequently," his reply earning a smile from Willow.

*~*~*~*

Meanwhile, in the old factory across town things had just taken a strange turn. Drusilla watched in horror as the two vampires and the human in the room with her morphed into different beings. Her bellowing echoed off the walls of the near empty factory "My Angel is gone-gone-gone. I have to get him back. I have to get him back. I have to get him back. Ahhh my poor Angel-Angel-Angel."

The Vulcan found himself restrained by ropes and sitting on the floor of what appeared to be some sort of warehouse. Luckily he still had his communicator, tricorder, and phaser. Due to the confusion in the room, he was able to use his phaser to cut the ropes without the others noticing.

Once free he stood and pointed his phaser at the three humanoids in the room. The female with the dark hair made a run for it. The phaser blast seemed to stun her momentarily, but she continued out the exit. The Vulcan considered chasing her, but thought a better course of action would be to question the other two. "My name is Spock. I am the science officer on the starship USS Enterprise. Could you tell me how I came to be here?" Neither answered. Spock pulled out his tricorder to find out if anything could be done for the two blood stained people on the floor. Both were dead and had bite marks on their necks. Almost every drop of blood had been drained from their bodies.

"What killed these people?" Spock asked the woman and the green turtle creature in front of him. The female only sank to the ground and started chanting a prayer.

The green turtle creature finally spoke "I believe it was the vampire that just left. You say you’re a science officer. That is my gig too. I’m part of a crime fighting team, the teenage mutant ninja turtles. My name is Donatello. And like you I have know idea how I got here."

Using his tricorder Spock found out that the female was human and that the male was indeed a mutated human – turtle hybrid. Spoke was unable to contact the ship, but he did make contact with Captain Kirk and Dr. McCoy. The Captain and doctor were on the other side of what the Captain referred to as a mid sized US city from the Twilight Zone. He informed them he would stay in contact. Spock needed to find the vampire and get some answers. Donatello offered to assist him in the search and with some reluctance they decided it was not safe to leave the helpless female here alone, so they took her with them.

*~*~*~*

How do I get myself into these messes the petite blond said to herself. She couldn’t remember how she got to this damn town in the first place. If this was a joke one of her friends had pulled they were in for a world of hurt when she got back to LA. She was wearing her leathers which was good, but she had no ID and no money. Like she would ever be caught dead on a bus anyway. She needed to steal some transportation and get the hell out of here. Maybe this town would be okay if she had some weapons and the rest of her gang. And people say LA attracts all the weird ones, ha, it has nothing on this place.

She had almost snatched a van a little while ago. The couple in the van stopped to pick up a hippie chick and her passed out friend. I actually felt sorry for the owner of the van. His girlfriend was one major bitch.

Her mood brightened considerably when she spotted a bike just asking to be taken. It wasn’t a Harley, but it would have to do. She could hear fighting around the corner of the building. Oh well, to bad you lose I win. The bike came to life, however the next thing she heard was the firm sound of a man’s voice, "Police, put your hands in the air and step away from the motorcycle." She complied and he ran his hands up and down her body looking for weapons, but she didn’t have any on her. All she could think about was I’m on probation this means the big house for me. There has to be a way to get him to let me go.

"Can I turn around?" she asked but started to turn before he had a chance to answer. Oh yeah, he was hot for a cop she thought as she examined him from his piercing blue eyes to his boot covered toes. I’ve got to get him to let me go. He looked like the type that likes his women all helpless, so he can play hero. "Hey I wasn’t fu…..Stealing it. I was scared and needed to get away from the monsters. Have you seen some of the creatures walking the streets?" she said trying to sweet talk the cop.

Her lame attempt to sweet talk him was cut short when the two were attacked by a group of flesh eating zombies. The officer head butted one and elbowed another in the jaw. The girl was not fairing as well with her two zombies. They were restraining her by the arms and were getting ready to munch on her tender flesh when several shots rang out. The zombies fell to the ground, but were soon getting up to continue the fight. The officer yelled to the girl "Come on, get on." She jumped on the bike and wrapped her arms around his waist. The bike sped off, however when the duo had gone about 50 yards it died. He tried to restart it, but it wouldn’t turn over.

"Come on they are following us" She screamed at him. A quick inspection of the motorcycle showed that one of his bullets must have gone through the zombie and hit the bike. It wasn’t going anywhere.

"Come on, the bike is shot. We need to make a run for it!" he shouted as he grabbed her hand and made a dash for the nearest house. They tried three or four houses before they found a garage they could hide in.

"Look for a hammer and some nails!" he ordered her. While she was doing that he secured the garage door with some rope.

"I got some. Here they are," she yelled.

"Help me get these boards over to the side door. We are going to barricade ourselves in" he informed her as he started to hammer the first board across the doorway.

The zombies had found them and were trying to get into the garage. The duo franticly hammered more boards into place in hopes of keeping them out.

*~*~*~*

"My readings would confirm that the vampire is indeed headed for the downtown area of the city" Spock informed his companions.

"Oh lord it is judgement day. I must pray for the righteous!" the nun said to no one in particular and continued to chant prayers.

"You know Mr. Vulcan" Donatello said but was cut off by Spock.

"It is Mr. Spock" he clarified.

"Sorry pal, Mr. Spock you are lucky that it was me that was there instead of one of my fellow turtles. I’m the brains behind the outfit. If there is something that needs fixed, invented or figured out I’m your guy or turtle for the job" he boasted.

"Then I am fortunate to have you to assist me in this endeavor" Spock told Donatello.

A nasty demon jumped out and attacked the nun. Her scream alerted Donatello and Spike to its presence. Before you could say jackrabbit, Donatello sprung into action. His Bo-stick flying through the air one end making contact with the demons jaw then the other end knocking his feet out from under him. The demon lay unceremoniously out cold on the ground.

"Did I mention that I am an expert in the art of Ninjistu fighting" Donatello stated proudly.

"No, but I am doubly fortunate to have your assistance" the Vulcan informed him.

*~*~*~*

Oz and Cordelia found no one home at Buffy’s. "Come on I think she keeps weapons in her room" Cordelia told Oz. The two had little trouble finding her stash of weapons and carried as many as they could in one trip to the van.

"Cordelia, I was wondering, isn’t it a bit strange to have a stash of weapons in your bedroom?" Oz asked her. She gave him that look and he said "Okay, it’s a long bizarre story and you’ll tell me some other time. I’m going to hold you to it. By the way, where to now?"

"The only other person I can think of is Giles" she told him.

"Giles the school librarian" Oz asked skeptically.

"The one and only. But before you ask, don’t ask. It’s a long story" she informed him.

"I’m getting it" he told her.

"This is boring" Willow complained as she followed the two out of the house.

"Willow what are you doing in the house? You were suppose to keep an eye on sleeping beauty I mean Dawn" Cordelia chided Willow.

" I got bored and wanted to have some fun. This gig is turning into a real bummer" Willow complained.

"We got a problem guys. Dawn is gone" Oz told the girls.

TBC

"I think they're gone " the biker chick told the officer with a sigh of relief.

"There was no answer at the station. I don't like this. We are on our own. As much as I don't want to go back out there if the zombies are gone I think we need to" he told her.

"I'm not going out there!" she yelled at him. She looked around the garage for the first time. It was a typical two-stall garage containing some tools, a lawnmower, and an old 1963 Thunderbird. "Unless you plan to hot-wire that T-bird and you and I hightail it out of this hellhole of a town I'm staying put" she informed him.

"This is my town and it is my job to protect its citizens" he countered.

"Well it's not my job or my town. I don't even know how I got here. So if you want to be a good little civil servant you can go out there, but I'm taking that car and I'm getting the hell out of this town!" she proclaimed as she went over to see if she could get it running.

"No, you are not. We stay together. You said it yourself; you don't know how you got here. How are you going to find your way out of town?" he told her as he moved to intercept her.

Either she wanted to get out of this town now or she wanted to stay put until sunrise. He wanted to go off and be a hero. Where the heck did that leave her? She was lost in this town and she was alone and weaponless. He was blocking her way. Well if he didn't want to get out of town maybe she could convince him to stay here in the garage. "Maybe we could wait a little bit before we leave," she said while moving close to him. She placed her right hand on his chest and gaze up into his eyes. "Those zombies might be out there waiting for us to make a run for it."

"They undoubtedly found some other tidbit that looked tastier then we did. I believe it is safe to go" he informed her as he brought his hands up to her shoulder to gently push her away.

"You look pretty tasty from where I'm standing right now" she purred as her arms snaked up around his neck.

"Miss this is not the time or………" he was cut off as her lips found his. He resisted for only a moment before pulling her tight against his body. His tongue invaded her mouth and she was lost in the sensation. She felt him move her back until she made contact with the workbench. He removed her arms from around his neck and caressed them lovingly all the while plundering her mouth. She was so lost in ecstasy that she was caught off guard when he suddenly pulled away. She tried to move towards him, but was restricted by a pull on her right arm. That was when she realized he had handcuffed her right wrist to the workbench.

*~*~*~*

"She can't be far" Cordelia told them.

"I think she went this way," Oz said pointing to an area between the two houses directly across the street.

"How do you know that?" she asked.

"Smell, it is a long story. Remind me to tell you some day" he said while grabbing an ax and running off in that direction.

Cordelia settled on a can of pepper stray and a sword. She ran after him with Willow following on her heels crying out "Give peace a chance! Violence is not the answer! Make love not war!"

It didn't take long for Oz to find Dawn and her abductors. Four flesh eating zombies were walking off with a sleeping Dawn. He brought the ax down in the middle of the back of the one carrying Dawn. It stumbled and dropped the girl to the ground. Within seconds all four zombies had their sights set on Oz.

Oz fighting off four zombies and Dawn on the ground at his feet is what Cordelia found when she got to the scene. "Oz don't kill them they are probably our classmates" she screamed as she started to atomize the zombies with the pepper stray. It caused them to stop fighting long enough for Oz, and Cordelia to seize Dawn by her feet and drag her back to the van.

Once Dawn was safely in the van Cordelia went to open the passenger door only to be grabbed from behind. "Well mate, aren't you a beauty" the crocodile hunter gleefully exclaimed. "These little bitches are smart and make good pets. You're a good girl." Cordelia kicked him in the shin and he cried "Oh, oh, oh! She's a naughty girl."

"Xander you idiot let go of me!" she screamed at him.

"Yeah mate, she is a feisty one. I think she is going to bite me," he said tightening his hold on her.

"Xander I'm going to do more than bite you if you don't let me go right this instant! I'm not a dog you moron!" she yelled. His hold on her disappeared as she heard him cry out in pain. Catching her breath she turned around to see Willow standing over him with a rock in her hand.

Cordelia and Oz checked to make sure he was still breathing. "Is this another one of your friends Cordy?" Oz asked her. She shrugged her shoulders and gave Oz a small smile.

"He wasn't playing nice" Willow interrupted.

"We need to get him into the van and get going the zombies are coming back" Oz told them.

"Willow help us get him into the van. After all you're the one who knocked him out" Cordelia ordered Willow.

Once they were all in the van and speeding down the street Oz asked "Should we take him to a hospital or are we going to Mr. Giles's?"

"We have to pass near Giles's place anyway, so why don't you drop me off there and you can take croc boy to the hospital" Cordelia told him.

*~*~*~*

"Why did you handcuff me, you son of a bitch? Am I under arrest?" the biker chick asked.

"No, of course not. Like I said this is not the time or the place. I need to think and with you wrapped around me that is not going to happen" he informed her.

She sneered at him and responded "I didn't want you anyway. Only having a little fun. Thought if I played nice you would too."

"If I remember correctly you were the one that started the kissing. Nevertheless, that is not our problem. We need to figure out what caused those monsters to come to life" he told her. He could see how upset she was. "Maybe we can start over. My name is Officer Crawford. Who are you?" he asked trying to smile.

"It is just my luck to get stuck with a police officer that wants to handcuff me and than play nice" the girl said giving him a deadly stare. "So Officer Crawford you want to be friends then you can go find my missing bike, so I can get out of this nightmare" she ranted.

He ignored her request and went on rambling "Whatever happened made us loose the memory of the event. It messed with our minds. I found myself in a strange apartment."

"Now I know you are crazy. There is nothing wrong with my mind" she insisted.

"If that is true than how did you get to Sunnydale?" he questioned her.

"Okay so I don't know how I got here, but I know who I am. I'm Liz and I live in LA" she mumbled.

"Fine Liz from LA you just don't wake up and find yourself in a strange place?" he asked impatiently.

"Maybe you don't, but there have been a few times when I……. " and she snapped her mouth shut as she realized what she was about to say to a police officer. "It is clear that magic is involved. It must have affected the whole town unless this is a normal day in your town" she asked sarcastically.

"No this is not a normal day, however I can't believe that it is magic. Magic that could affect a whole town is pretty scary. There must be some other explanation. I know that there are groups of witches in Sunnydale and we have some strange occurrences, but nothing like this" he replied definitively.

"While you are trying to figure this out can you at least uncuff me. I promise not to jump your bones again. I know when I'm not wanted" she told him.

"You think I don't want you" he replied whiling dragging her into his arms. He pressed his erection against her stomach and his hands traveled from her waist to her ass and drew her further into his embrace. "Does this feel like a man that is not interested?" he questioned as his lips found hers. Their mouths dueled for dominance. When he finally broke the kiss he whispered "I want you so much I can't think straight, but our lives and the lives of others may rely on me thinking straight. If we get out of this mess I'll prove to you how interested I am. I'll take you on a real date with dinner and a movie and more of this for dessert." He gave her one last hard kiss before he unlocked the handcuffs.

"This has been one crazy Halloween. It is like every scary costume that has ever been created has come to life and we are stuck in the middle of this nightmare" she muttered as she rubbed her wrist.

"Oh, that is it! Why didn't I think of it? The Halloween costumes have a spell on them! " He shouted.

"Okay lets say that they do, what are you going to do about it?" she asked.

"We start by checking the Magic Box than we go check all the costume shops in town" he decreed.

"Hey, what is this we stuff? There is no we. I want to get the heck out of this town and back to the insanity that is LA" she said decisively. .

"Let us compromise and I'll take you someplace safe while I check out the leads. Maybe I could take you to the police station. Once everything is safe I'll drive you to LA" he said than gave her an amiable smile.

She thought about it for a minute than came to the conclusion she wasn't ready to let him leave her just yet. Approaching the T-bird she said, "If we can get this car running it shouldn't take us long to check out those places. Besides my idea of a safe place isn't the police station, so I'll just tag along with you." The car was not locked, but she couldn't find a set of keys. "Looks like we are going to have to hot-wire this baby." He made no protest and she had it running in less than a minute.

"I should drive" he told her.

"Be my guest it's your show baby. I'm only along for the ride" she replied while getting into the passenger seat.

"I'm not going to ask where you learned to do that," he said as he pulled the car out into the alley.

She replied, "Good because I wouldn't have told you."

*~*~*~*

Spock, Donatello and the nun were nearing the downtown area when James T. Kirk's voice was heard over Spock's communicator. "Spock, I will be joining you in a few minutes."

Spock tuned to his companions "Once the Captain has joined us we can continue our search for this vampire."

"Spock old pal, you wouldn't happen to have another one of those phasers. I would love to see how that thing works. I'm an inventor and all around superhero that protects the world from the forces of evil. My team can use a handy weapon like that to fight the dark forces that corrupt the good citizens of Earth" Donatello stated.

"That will not be possible. The Federation's Prime Directive prohibits interfering with another civilization's natural progression" the Vulcan informed him.

"The Prime what? Is that some kind of freaky rule that you space aliens use to keep from lending a helping hand? Doesn't seem that friendly to me. Us superheroes need to stick together" Donatello muttered.

"I assure you that the Prime Directive was enacted to protect the integrity of developing civilizations" the Vulcan replied.

As Spock continued to reiterate the importance of the Prime Directive James T. Kirk and Dr. Leonard McCoy joined them. "Captain I believe the vampire we are searching for is near. Maybe she will be able to give us the information we need to find out how we got here. It appears we are on Earth in the late twentieth century. To be more precise we are in a California town named Sunnydale. Have you been able to contact the ship?" Spock asked.

"No. Are your sure this is Earth? The creatures we have encountered would say otherwise" the captain questioned his first officer.

"Yes, this is Earth. The star patterns along with the readings I've taken of the area indicate that we are on Earth. Did your readings indicate something different?" he asked.

"We didn't take any readings. Between Bones and I we only had one communicator and no phaser or tricorder. It is nice to see you have all three. If we are going to get to the bottom of this we better find this vampire of yours" the captain said while directing Spock to lead the way.

"Maybe the captain wasn't getting tired of using his fist to fend off the demons on this planet, but I sure was" the doctor muttered as he followed the group.

"Dr. McCoy you appear to have survived the ordeal unscathed" Spock said without turning to look at the doctor.

"Easy for you to say. You were not out there fighting all kinds of hobgoblins with only your wits and your fists" the doctor replied.

"Are you a real space doctor?" Donatello interrupted as he got in step with Dr. McCoy.

"I don't know what you mean, but if you are asking if I'm a real doctor the answer is yes. And if I may ask what are you?" the doctor requested. After hearing Donatello ramble on for a five minutes he wished he hadn't asked.

*~*~*~*~*

Oz's van pulled up in front of Giles' apartment. Cordelia jumped from the van telling Oz to wait a minute she needed to make sure Giles was there. Cordelia didn't even bother to knock as she raced into his apartment.

Oz patiently waited behind the wheel of his van, but when screams suddenly erupted from the apartment he immediately sprinted into action, ax in hand. After entering the apartment and taking in the sight Oz smiled with a sigh of relief. Cordelia stood speechless pointing at Giles, while Giles was equally speechless trying to cover himself. "Nice costume Mr. Giles" Oz said breaking the silence. Giles was dressed in a shocking pink and black corset with garters and black fishnet stockings. He was carrying a pink feather boa and his outfit was completed with black spike heeled boots.

"It is not what you think" Giles was telling the pair.

"It's cool man. Cordy he is Doctor Frank-N-Furter from the Rocky Horror Picture Show" Oz told a stunned Cordelia.

"Quite right young man. I didn't mean to scream like a teenage girl but Cordelia startled me," Giles said trying to keep some dignity.

"Name is Oz I'm a student at Sunnydale High. I didn't realize that Rocky Horror was playing anywhere or is the costume for a Halloween party?" Oz asked the embarrassed librarian.

"I was meeting a friend and we were heading to San Diego for a midnight showing" He replied.

"Well Giles this is no time to be going to a show. The whole town has been taken over by monsters or at least the costumes have taken over the town. By the way you are not having ideas about having an orgy with Oz and me are you? I don't think I could take that" Cordelia spouted.

"Good lord no!" Giles practically screamed with a look of disgust on his face.

"Just checking to see if you were still you" she replied.

Before he could reply Willow came prancing into the apartment. "I thought I should tell you some guy with a eye patch is taking Sleeping Beauty" Willow informed the group. They rushed out the door Giles skimpy attire forgotten at the moment.

Sure enough a pirate was making off with Dawn. Oz was the first to get to him. The pirate placed Dawn on the ground and took a swing at Oz. Oz retaliated by landing a few swift punches to the pirate's midsection. However, Oz jumped back as the pirate pulled out a dagger. "Enough of this" Cordelia muttered as she cold cocked the pirate in the head with a small club she had taken from the back of the van. Trying his best to balance on his high heels, Giles picked up Dawn and carried her back to the van.

"Oz this is Larry do you think we should take him with us too?" Cordelia asked.

"This gets stranger by the minute. I don't think we can leave him here. I have some rope in the van. I guess we could tie him up and take him to the hospital with Xander" Oz replied as he started to drag the bigger man to the van.

Giles was waiting for them. "What happened to Xander?" he asked.

"Willow knocked him out when he attacked Cordelia" Oz said as he was looking for the rope to tie up Larry.

"What is going on?" Giles demanded.

"People are turning into whatever they are wearing for Halloween" Cordelia blurted out.

"If that was the case than why are you not a dog and why I am not a …… Well you know?" Giles said quietly.

"We haven't been able to figure that one out Mr. Giles" Oz answered.

As Oz and Cordelia tied up Larry Giles thought about why only some costumes were affected. "Cordelia where did you get your costume?" he asked

"Costume World" she answered.

"Xander does not appear to be in costume yet he was affected" Giles went on thinking out loud.

"He is in costume. He is a crocodile hunter" Oz responded.

"What the heck is a crocodile hunter and why was he attacking Cordelia? A blind man could see she wasn't a crocodile" Giles replied with a shake of his head.

"Don't worry I won't let him forget it for a long time. Pay backs are a bitch," she said as she made her way to the passenger side of the vehicle.

"Oh dear, I almost feel sorry for the boy" Giles whispered to Oz.

"I can hear you. I wouldn't want to be in his shoes when this is over" Oz agreed with the older man.

Giles started to examine the costumes on Dawn. Xander, and Larry. "Are we going to the hospital or not?" Cordelia called to Giles and Oz. Giles ignored the brunette and continued to examine what the young people had on. " Willow let me see your costume?" Giles called out to the young girl. Sure enough he found what he was looking for on the back of her airbrushed tee shirt. "I got you" he said grimly.

"What is it? What did you find?" Oz asked.

"I think we need to make another stop before we head to the hospital. Xander and Larry's injuries are the least of their problems. If we don't get to the person that cast the spell we may never get Xander, Dawn, or Larry back at all. Oz head downtown and make it fast" Giles said impatiently.

*~*~*~*~*

Liz and Officer Crawford found nothing amiss at the Magic Box. The store was locked up tight and there appeared to be no activity inside. Liz pulled a small kit from her jacket and started to pick the lock to the Magic Box door. "What do you think you are doing?" a shocked Officer Crawford asked.

"What does it look like? I'm getting us in there" she responded.

"That is highly illegal. We have no right to go into this establishment" he said visibly upset.

"To late I'm in" she retorted as she opened the door and entered the dark shop. He reluctantly followed her into the shop. Ten minutes later the pair exited the shop when they were unable to find any clues.

"Now we can add breaking and entering to the list of crimes you have talked me into committing" he sighed.

"Lighten up, you’re the one that wanted me to come with you" she argued.

"What is that you have there?" he inquired while trying to get her show him what she was hiding under her jacket. "You stole that from the shop, didn't you?" he demanded.

"I only borrowed it" she replied. He pulled out of her hands a 16 inch high carved wooden statue. "I needed some kind of weapon. I need to protect myself."

"That is what I am for. This goes back right now" he groaned as he returned to the Magic Box to take back the statue. She gave him a dirty look and mumbled something under her breath as he reentered the shop.

"You want me to get killed don't you?" she demanded when he returned.

"Don't be silly. Are you ready to go check out the costume shop?" he asked while walking past her and moving across the street.

She followed the officer, but all she really wanted to do was get out of Dodge.

It was a short walk to the costume shop. They didn't see or hear anyone on their way there. "Everyone must be in the residential areas raising all kinds of hell. It's completely dead downtown" he commented.

"I think I saw something go into that shop just ahead" she whispered to him. "I'm getting a real creepy feeling. If it is alright with you, I will take you up on that offer to visit the police station after all" she said while keeping behind him as he moved toward the costume shop.

"Whatever it was it entered Ethan's Costume Shop. You stay out here. I'm going to go inside and see what I can find out" he told her.

"You don't get to leave me out here you crazy cop. I'm sticking to you like glue. You said you were going to protect me. Start protecting." she grumbled in a low voice so only he could hear.

"That is what I'm trying to do. Hide here in the shadows by the door. I'm going to sneak in and find out if there is anything strange going on in the shop" he responded softly as he looked down into her beautiful frightened eyes. His hand reached up and caressed her cheek and he smiled down at her and said, "Everything is going to be ok."

She was never good at waiting and about two minutes after he entered the shop she was right on his heels. She crept along the floor. She could hear voices coming from a room in the back of the shop. As she got closer she could make out what was being said. "You have taken my daddy from me. I want him back. Your magic is dark and sensual, but the pixies told me it was wrong. Naughty little man, I want no more of your lies" the woman's crazy voice gave Liz the wiggins. She wondered where the officer was. At least it didn't sound like the people in the back room had discovered him.

Damn you Liz he thought, as he heard her enter the shop. Why can't she listen? Now he had to worry about her too. He had already heard enough to know that the man in the shop had cast some kind of spell on the costumes. However, there was another problem. A beautiful vampire was threatening the man. Her threats sent chills down Officer Crawford's spine, because she was obviously as loony as they come. If she killed him the spell may never be reversed. He needed to make his move soon.

*~*~*~*~*

"Captain the tricorder indicates that the vampire is inside this establishment along with three humans" Spock informed the group.

"Got to get me one of those things" Donatello told the doctor.

"Spock and I will check it out. I want the rest of you to stay put" the captain ordered the group.

"Now wait just a minute Mr. Captain. Who is the superhero of this bunch? You may have the fancy equipment, but I have super strength of both mind and body" Donatello blurted out.

"Super strength of the mouth too" McCoy muttered to himself. "Captain do me a favor and take him with you" McCoy begged.

The nun ran up to Kirk and placed her hand on his arm. "My prayers are with you my son." Kirk smiled down at the beautiful sister in front of him and said "thank you."

"Ok bones, the green guy is with us. Come on we have no time to waste" he said leading both Spock and Donatello into the shop. "Spock that sister is quite a looker. Too bad she is spoken for" he whispered. "Indeed" was all Spock said with a lift of his eyebrow.

Captain Kirk, Spock, and Donatello moved into the shop. The Captain was leading the way with Spock's phaser in hand.

Officer Crawford couldn't believe it. He was getting ready to confront the vampire and the spell caster when more people entered the shop. He moved back into his hiding place and waited.

Liz's heart was beating like a drum. More people had entered the shop. The first two men moved past her in the dark. One of them was holding a weapon, maybe a gun. However, it was the sight of the third one that startled her. Even in the dark she could make out his huge size and odd shape. Fear gripped her and she prayed that he could not hear her heart racing. When he turned in the dark and moved toward her she let out an ear-piercing scream and jumped from her hiding place.

Her scream set everything into motion. Poor Donatello was startled and jumped back tripping over a small chest on the floor. When the captain heard the scream he turned back toward Donatello only to be sent flying as the big turtle helplessly banged into him. The phaser went off shattering the front window and hitting Oz's van as he pulled up in front of the building. Also, during the collision with Donatello the phaser flew from the captain's hand and was lost in the dark.

~*~*~*~*~

"My God they are shooting at us. Get down!" Giles screamed. Doctor McCoy and the nun ran behind the van for cover. Giles, Oz, Cordelia, and Willow joined them.

"I've got to get inside. However, if they are using guns I don’t think a sword or a club is going to be much protection" Giles informed the group.

Willow picked up her head to peak over the edge of the van and look at the building. Oz reached up and pulled her down saying " I think it is safer if you stay down here with us." Willow smiled and gave him a peace sign.

McCoy interrupted to ask, "Are you the leader? I want you to know that the Captain and Spock are in there. They are trying to capture a vampire that may have information about what is going on. That shot was not a gun but a phaser."

"Who are you?" Giles asked the man.

"Doctor Leonard McCoy, chief medical officer on the USS Enterprise" McCoy answered.

"A doctor good. We have some injured people in the back of the van. Do you think you could take a look at them?" Giles asked. McCoy moved around to the back of the van and entered it through the back door.

"I need to get inside and see what is happenings. If only….." he was interrupted by Oz tapping him on his bare shoulder. "Oz what is it?"

"You do realize who Dr. McCoy is?" Oz asked a perplexed Giles. "You know, Star Trek, Captain Kirk, Mr. Spock, Dr. McCoy they are TV characters." It took a moment for Giles to get the drift of what Oz was trying to tell him. When he did he let out a loud "Oh Good Lord."

*~*~*~*~*~*

When Officer Crawford heard Liz scream then the sound of exploding glass his heart skipped a beat. He raced from his hiding place needing to know that she was ok. He was barely out in the open when Liz threw herself into his arms.

Spock had already helped Captain Kirk to his feet and was in the process of helping Donatello to his when a wail came from the direction of the backroom. Drusilla stood in the doorway screaming and pointing at Liz and Officer Crawford. "You nasty little slayer get your hands off my William." She turned quickly to face Ethan Rayne. Slowly moving into the backroom with her long thin arm extended and her finger pointing accusingly at Ethan she lamented, "You did this. You took away my daddy and my grandmama. I want them back and I want my Spike back too. If I don't get them I will feed your eyeballs to the crows and that black soul of yours will never again have a refuge."

Liz quietly whispered to Officer Crawford, "She's crazy."

Captain Kirk, Spock, and Donatello intent on capturing the vampire followed her into the backroom. Officer Crawford pushed Liz behind him and proceeded to follow the other men. Liz clutched the back of his shirt and peaked over his shoulder to scared to let him get more than a few inches from her.

"We only want to talk to you. We have no intention of hurting her," Captain Kirk informed Drusilla. She turned hissed and lunged at him. Within seconds she was battling Spock, Captain Kirk, and Donatello. Ethan seeing this as his opportunity to escape inched his way to the back exit only to come up short as Officer Crawford accosted him. "You weren't planning on going anywhere were you?" he inquired. Ethan's shoulders slumped in defeat.

*~*~*~*~*

Giles and Oz were in the process of formulating a plan when Cordelia screamed "Stop him!"

Giles looked up in time to see Xander get away from the Doctor and run into the costume shop. "Oh good lord! Why can't I get a break?" Giles griped.

"I think we better go after him" Oz told Giles.

"Oh course we need to go after him. That boy is going to get himself killed and the rest of us long with him" Giles snapped. "Willow stay with Dawn and Larry. Everyone else grab a weapon and follow me."

Giles, Dr. McCoy, Oz, Cordelia, and the nun moved to enter the costume shop.

*~*~*~*~*

Inside the costume shop the battle continued. Dru was holding her own against the men. Donatello had lost his bo staff at the beginning of the battle. He spotted it on the floor and decided that the Captain and Spock could hold her off long enough for him to get it. Once he had his weapon the fight would be over in minutes. As he bent down and picked it up the Crocodile Hunter jumped on his back. "Look at this one. Isn't he a big boy? They have strong jaws and if you get your fingers too close, snap you can loose it and that would hurt" Xander rambled on while Donatello spun around trying to dislodge him from his back.

"Get off of me you idiot. I am a superhero. It is my job to fight the forces of evil," Donatello yelled.

McCoy shock his head and said to Giles, "The big turtle is helping the good guys as hard as that is to believe."

Giles looked on in horror at the sight before him. Drusilla was fighting two men. Spike had Ethan Rayne cornered and Buffy was hiding behind him like a scared rabbit. Xander was on the back of a large turtle like creature that was spinning around trying to throw him off.

*~*~*~*~*

Willow entered the Magic Box because some strange woman was saying "We are the Borg and we are going to assimilate you" and then she had taken off with Dawn. Willow figured she better tell Giles and Cordelia. She could hear the commotion from the back of the shop, so she hunched down low. That is when she spotted the silver thing sticking out from under the counter. She picked up the device and studied it.

Willow made her way to the back room where all the action was taking place. She was barely in the room when a crazed Drusilla tossed Captain Kirk her direction. Willow decided that she could wait to inform Giles about Dawn and she proceeded to exit the shop as fast as her little legs would carry her.

Once outside she let out a little sigh of relieve. She still had the silver device in her hand. As she examined it she pushed the fire button. A loud buzz and flash of light came from the device and the mailbox fifteen feet away disappeared in a flash. Willow dropped the device and started to cry, " I killed a mailbox."

*~*~*~*~*

"Oz we need to get Xander off that turtle's back. On the count of three I'll go left and you go right and we will pull him off," Giles frantically told Oz.

Oz and Giles never got a chance to put their plan into action. As they moved in Donatello's bo staff hit a statue that was on the table. Ethan cried out "Noooo." The statue tittered on the edge of the table before it lost its battle with gravity and landed on the floor breaking into a thousand pieces.

As the stunned group tried to reorient themselves, Dru squealed in joy. Donatello reverted to Angelus and easily tossed Xander against the wall, knocking him out cold. The nun raced to Angelus's side. Officer Crawford let go of Ethan and moved toward his old rival Angelus. Captain Kirk, Spike, and Dr. McCoy reverted to Warren, Jonathan, and Andrew and they slowly backed out the room trying to keep from drawing any attention to themselves.

"Well, well, well if it isn't my wayward grandchild. I heard you had gone soft, but nothing I was told prepared me for just how pathetic you had become" Angelus spouted to Spike.

"Nice to see you haven't changed. Once a great big poofter always a nancy-boy. By the way I like the turtle shell. Green is definitely your color" Spike said.

Angelus grabbed the turtle shell and whipped it at Spike. Spike dodged the shell without much difficulty and replied "Going to have to do better than that poofter."

"Don't worry he will" Darla purred.

"You forget that Spike is not here alone Darla" Buffy added as she moved up to stand beside Spike. Her arms folded across her chest just daring them to make a move. Darla and Dru started to back up a little and Angelus followed.

It was at that moment Willow came racing into the room screaming that someone had taken Dawn. Buffy and Spike scanned between Willow and Angelus's group of vampires. However, the need to save Dawn was what was important. The Scoobies backed out of the room and followed Willow out into the street. Spike took one last look at his grandsire and said "Got a girl to save, but don't worry I'll get back to you."

They were barely on the street when Dawn came running up to them. She was followed by Harmony wearing a 7 of 9 outfit. "Well it is about time I found you guys. I am not a baby sitter. Cordelia what are you doing with this group of losers?" Harmony asked.

"Good question. The night is still young, wasn't Dave having a party?" Cordy asked.

"It looks like everyone is fine. Should we go after Darla and rest of the vampires?" Giles asked the group. Spike eyed Giles up and down and gave the man a wink. Giles became all flustered and mumbled "Good grief."

Willow interrupted Giles and Spike's interaction and inquired "Buffy where is Xander?"

"Oh no, we left him in there with the vamps" Buffy called out as she ran back into the costume shop with Willow and Spike in tow.

"Harmony lets walk to the nearest pay phone and call a cab. If we wait for these losers we'll never get to that party" Cordy told Harmony. Both girls started down the street with Cordelia moaning about her 300 dollar boots being ruined.

"I thought they cost 250 dollars," Harmony asked.

~*~*~*~*~

" You are both morons. Captain Kirk is the best captain. The others are second rate at best," Warren yelled at his companions.

"Captain Kirk, pleaseee…… the man was an idiot, going off on every away mission. A captain's place is on his ship," Jonathan replied loudly.

"Goes to show what you know. Kirk was brave and adventurous" Warren countered.

"Brave my rear. He just wanted some of that alien lovin'. Now Janeway she was the brave adventurous one. Just her and her ship and crew against a galaxy" Andrew said.

"You must be joking. Captain Picard could run rings around those two. He has more class and dignity in his little pinky than those two have in their entire bodies" Jonathan harangued.

Warren, Andrew, and Jonathan started to push each other as they continued to argue. Suddenly Warren stopped as Cordelia and Harmony came into view. "You girls can keep up the foreplay I have better things to do," he said as he made a bee line for the girls. Andrew and Jonathan were not far behind. After all Harmony did look great in that 7 of 9 outfit and Cordelia always looked great.

~*~*~*~*~