A/N – I own nothing in regards to the BTVS and Duke Nukem Characters. This fan fiction is only for a purpose of fun and all the BTVS and Duke Nukem fans out there.

A/N 2 – Warning – anyone even remotely offended by the adult content and themes of the Duke Nukem video games, please STOP reading this fan fiction now! Thank you!

A/N 3 – Warning 2 – there will be high level language and High level violence in this fiction. Once again if you are easily offended, please STOP reading this fan fiction! Cheers.

A/N 4 – Yes I know, I still have the YAHF bug, but with the release of Duke Nukem Forever, I just had to have Xander dress as Duke. HAIL TO THE KING BABY!

BTVS : YET ANOTHER HALLOWEEN FAN FIC

XANDER NUKEM

CHAPTER ONE – SUNNYDALE MELTDOWN – PART I

"Damn those Alien bastards are going to pay for shooting up my ride!" Duke grumbled and complained mostly to himself as he surveyed his immediate surroundings. His last thoughts were of being shot down by the alien scum over the city of L.A, where he managed to bail out in time and land on top of one of the city skyscrapers, before everything went black.

"What the hell is going on here?" Duke asked himself as he was starting to get pissed off, as he realized he was no longer in L.A. He was for all intents and purposes in a small Californian town; probably south of L.A was Duke's best guess. Duke quickly checked his inventory. He was currently only armed with his golden Desert Eagle along with 3 spare clips complete with Armour piercing explosive rounds, two Cuban cigars, a cigarette lighter and a small portable medical first aid kit.

What bloody stunt are the alien scum up to now? I swear they're like cockroaches. I get of a whole bunch of them, and even more scum pop up to replace the ones I've already killed. Perhaps they've transported me with their infernal technology somewhere else so I can't interfere with their plans? Whatever it is, IT'S ASS KICKING TIME! Duke mentally thought to himself as he began to get himself ready to get to the bottom of this mess, and find out what those aliens were up to this time.

"Damn, I've got a bad feeling about this!" he grumbled as a small, demon like creature quickly ambushed him for a nearby bush along side the nearby footpath.

The creature growled as it attacked, but Duke just sized up his tiny attacker and laughed at the pitiful life form that dared to challenge the king.

"COME GET SOME!" Duke challenged as he kicked out at the tiny demon with his massive size 18 boot. The said boot made contact squarely with the tiny demon straight in the chest, the impact sending the demon flying back 5 meters with a thud.

The demon growled in pain, before deciding to run off to seek much easier prey.

"Damn, I'm Good!" Duke taunted out loud at the retreating demon, even as he took a Cuban cigar out of his pocket and began to light it.

It was then he noticed a hot looking red head approach him, wearing a leather mini skirt, leather boots and a small green mini shirt which barely concealed her 'assets'.

Hmmm. Very nice. It seems things are starting to look up! Hail to the King Baby! Heh, heh, heh, heh! Man and I thought the girls at the Red Light district in downtown L.A were hot!

Duke thought as he took in the girl's appearance, even while he started to look with a lecherous grin, all the while taking in a puff from his Cuban cigar.

"Hey baby, what's up?" Duke asked as the girl in question started to question him.

"Xander! What's going on? Why are you acting like that? And where did you get that cigar?" The girl babbled, even as she tried to take the cigar off her best friend.

Duke however, was having none of that and took a few steps back to avoid the girl and he continued to smoke his cigar.

"Xander? I'm sorry Babe but I don't know who or what this Xander is. The name is Nukem. Duke Nukem."

"Xander! Stop fooling around, this is no time for jokes!" The girl replied even as she started to realize that her friend wasn't acting like his old self.

"I'm not joking miss. And may I ask the name of this incredibly hot red head that is currently standing before me?" Duke asked in replied with a grin that made Willow blush.

"I'm Willow. Willow Rosenberg. You know that already Xander!" Willow managed to reply while blushing a deep shade of red.

"Oh I think I would remember someone like you baby. I believe this is the first time we have met!" Duke answered even as he took in Willow's appearance. Willow noticed that her friend was checking her out and her blush deepened even more.

"Xander! Knock that off!" Willow protested.

"Is there something wrong with appreciating, female beauty?" Duke asked with an even bigger grin than he had before. Willow just sighed as she realized that the man in front of her wasn't her Xander at the moment. Something was up, but Willow wasn't sure yet of what that exactly was.

"Listen to me Xand….ahem Duke. Something funny is going on around here tonight. We have to find Buffy!" Willow explained as she tried to reach and grab "Duke Nukem's" hand only to find that she went straight through the body Duke Nukem completely. This small fact surprised Duke greatly, but he just assumed to it was just part of whatever the hell was going on here tonight.

"What the hell? Are you some kind of hologram?" An interested Duke asked Willow.

"Umm…not exactly. It's kinda complicated."

"Complicated? You care to explain that?" Duke asked, curious as to what the answer and explanation to the madness going on would be.

"Well, tonight I dressed up as a ghost. And now I'm really a ghost. You are really my best friend Xander and he dressed up as Duke Nukem from a video game called Duke Nukem 3D. And now I guess you really are Duke Nukem." Willow explained nervously, without having to take a breath in between her words of babble.

"And you just expect me to believe that? Damn. You may be a hottie, babe, but I find that very hard to believe. Sure, aliens taking over the world is believable, but me turning to into someone else? You must be kidding!" An incredulous Duke replied.

"Aliens! Aliens aren't real mister!" Willow replied in a huff.

"Well sure they are! I've kicked their ass no less than a baker's dozen times!"

"Hmmmp! Aliens, indeed! Well mister, if you don't believe me check out your reflection in that mirror of that parked car further down the street!" A frustrated Willow replied as she pointed out the parked vehicle to Duke.

"Sure thing babe. But don't think that I'm believing this bull shit." Duke replied even as he went to check out his reflection in the mirror of the said parked vehicle. And what Duke saw in the mirror shocked the hell out of him.

What the fuck? Damn, it looks like the babe could be right. Those Alien bastards are going to pay for this. Someone is going to be ripped a new one when I catch the bastard responsible for this damned madness. For now, the babe seems to know this area better than I do, so I guess I will follow her for a while and see if I can do some alien ass kicking while I'm at it! Heh, heh, heh, heh! Duke mentally laughed as he imagined all the various ways he would lay the smack down and bring the pain on those alien bastards and whoever was responsible for him being here in this small town.

"So who is this Buffy anyways?" Duke asked the redhead after he had a chance to compose himself from the shock he had just received from looking at his reflection.

"Buffy is our friend and the Slayer. She should be able to help us and find out what is going on." Willow explained.

"A Slayer? What the fuck is a Slayer?" Duke asked even as he frowned at the explanation while Willow swatted Duke on the arm for the use of the swear word. But Duke being Duke, didn't even notice until the red headed hottie protested.

"Hey! Watch your language mister!"

"Heh, heh, heh! We're stuck in the middle of this chaos, and you're worried about me or this Xander of yours swearing?" Duke asked even as he struggled to keep himself from laughing at the red headed babe.

"Hey! It's not funny mister! And we really need to find Buffy!" Willow explained with some urgency.

"May I ask what's so important about this Buffy and what the hell is a Slayer?"

"Well Buffy is the Slayer….she's a mystical warrior who has nifty powers to hunt the darkness and evil and stuff." Willow explained with a sigh.

"Hmm powers you say? So she's some kind of super soldier or warrior or something?" Duke asked with his interest piqued at the mention of possible powers.

"Something like that. Come on please, we have to go!" Willow pleaded.

"*Sigh* Very well. I supposed you know where to find this Buffy then?" Duke asked with some patience.

"No not really, but she could be anywhere. We need to start searching!"

"Fine. It's not like I've got any thing better to do at the moment. Lead the way babe."

"Please don't call me that." Willow whined.

Meanwhile, elsewhere outside in the town of Sunnydale, the Master Vampire known as Spike had decided to take a stroll along the streets despite a rather cryptic warning from his insane sire and seer Drusilla to beware of and avoid the so-called Duke.

The Duke? Who or what is the Duke? We're in bloody California in the USA, not bloody England, for devil's sake! Was he some sort of noble hero or something? Bah! There were no nobles in America, only stick in the mud Senators and Congressmen who were either corrupt or just plain boring! And the only hero here in Sunnydale is the Slayer, and by the time this night is out, she's going to be pretty DEAD if I have anything to do about it. Spike thought to himself as he continued to stalk the streets.

As he walked, he had noticed all the chaos going around him, all the small kinds of demons and other creatures that were causing trouble and mayhem tonight in the town. It looked like that for tonight, the town of Sunnydale was going into meltdown.

"Well, this is just…..neat." An amused Spike said to himself as he observed the chaos even as a couple of smaller demons ran past Spike and started trashing the windows of nearby parked cars on the side of the road as well as seeing the little 'demons' throwing objects such as garbage bins through the windows of nearby shops, causing the alarms to be triggered. But no policeman would be foolish enough to answer such calls in Sunnydale, especially AFTER night had fallen.

Well looks like things are going to get bloody interesting around good old Sunnydale tonight! Hmmm I wonder where the Slayer and here goodie two shoe friends are at the moment? Surely they would be trying to stop this fun? Hmmm…what to do, what to do… Spike thought to himself, before he came up with the idea of recruiting of some of the smaller demons as minions he could use to help with causing more destruction and possibly helping to kill the Slayer if at all possible.

HA! Now that is a plan! I can get all these 'demons' to help attack the Slayer. Even if they don't succeed, they will surely wear the Slayer out, and that's when I will strike! Yes, ha, ha, ha! That is a plan for sure! Spike had an evil grin on his face as he thought his plan through a bit more before deciding on his cause of action.

END OF CHAPTER ONE.