An Alternate BtVS Season 3:"Mortal Friends; Mortal Foes"

Author: Sherman Barnes aka "Ironbear"

Disclaimer: Buffy the Vampire Slayer, Angel the Series, and all characters from those series belong to Mutant Enemy, Joss Whedon, 20th Century Fox Television, Kuzui Enterprises, UPN, Warner Brothers, and David Greenwalt Productions. I'm only borrowing them for the purposes of fanfiction, and only the plot and storyline, and those characters of my own creation belong to me. No profit is being made from this endeavor. Faith's back story draws loosely from that shown in "Go Ask Malice: A Slayer's Diary" by Robert Joseph Levy; Simon Spotlight Entertainment. Episode events and episode dialogue quotes, where used, are drawn from the transcripts and summaries at , Wikipedia, and the shooting scripts at (/buffyverse.asp)

Author's Note: What if Faith had arrived earlier in Sunnydale and Buffy had returned a month later? What if the Mayor had had a slightly different goal? What if Spike never made it out of town following the love spell disaster, but met a different fate? Just how far apart is the line between "good slayer' and "evil slayer"? Diverges drastically from canon in many places, especially following "Lover's Walk" and "Bad Girls".

Synopsis: Faith slowly - and often fitfully - integrates deeper into Sunnydale and the "Scooby Gang" as summer progresses into August. Elsewhere, Buffy Summers attempts to navigate living in LA and even no longer being the active "Chosen One" doesn't mean it's easy to return to having a real life. A demon mobster boss and vamp nests make it clear to Faith and the gang that summer is no longer the slow time on the Hellmouth. And, as if LA vampire gang fights weren't enough reminder of all she's trying to leave behind, an old face takes Buffy deeper into the past...

Word Count: 35,377 total. 34,367 sans Disclaimer, Previouslies, and Credits.

"Night Watchmen"

A Buffy the Vampire Slayer Alternate Season 3 Prequel

Previously on Buffy the Vampire Slayer:

Los Angeles: Buffy wanders into the disreputable looking diner after seeing the 'Help Wanted' sign, already dispirited from previous job refusals. Reminding herself that she and confidence are actually very mixy, she manages to stumble through asking the lady at the register for a job. To her surprise, she gets it, making it possible for her to hang on bit longer in LA...

New York: "A small token," the old man states. "It will change your fortunes for the better." After being reassured that it's not some trick or cursed jewelry, Faith nods decisively, and snatches the amulet before he can change his mind. "My fortunes could use some changing," she allows. She looks it over curiously before tucking it into a pocket of the tight jeans. It is rounded, flat, and of a slivery metal inscribed with wavy lines, and with some sort of curving design cut into it...

Sunnydale: "Humping dirtsucker," the dark haired girl slams the much worse for wear vamp against a tombstone with a circle kick and steps back. She throws Xander an exhilarated look and points, "Mind if I borrow that?" As Xander gawks, trying to make sense out of the situation, Cordelia blows a clump of hair out of her eyes and picks up the fallen stake, tossing it to the newcomer. The girl snags it out of mid-air with a wide grin, ducks under the vamp's wild swing as he comes up and off of the tombstone, and slams it through his chest with a flourish. "Gonna go out on a limb and say there's a new Slayer in town," Oz notes. "You got it, Ace," Faith replies...

Sunnydale: The creature shambles forward, picking up speed as it goes. Cordelia shoots it, and it slaps her to one side almost negligently as it goes by. She hits the alley wall and slid down it, moaning. Faith's vision goes red, briefly, seeing Cordelia injured. She snarls and leaps in to meet it headlong, bringing the long dagger in from up low in a gutting stroke, and her axe across at neck level. The knife strikes home, slicing, and a foul stench came out with it. The axe misses the neck and bites into the demon's shoulder at an angle. It brings an arm across and backhands Faith across the jaw and upper chest, sending her crashing to the concrete. A massive set of claws gouges sparks from the alley floor as Faith rolls sideways, coming up with the axe biting deep - but not deeply enough - into the creature's side. It spins toward the blow, claws reaching for her. She has a vague impression of seeing Xander hacking at it from behind with his smaller axe...

Sunnydale: "Cordy." Faith's voice drops a register and ten degrees and Cordelia and Xander look at her sharply. "Nuh uh. You guys been telling me how this is a group deal since I got here. I ain't no damned leader." She scuffs a foot against the court surface. "I can't promise I'm a team player always, but this is like partners if we're gonna do it. I'm fucking up, or you got better ideas, you guys tell me." A grin quirks at the corner of her mouth, "Might even listen before I tell you to fuck off and die." Oz, Cordelia, and Xander all give her startled, and then thoughtful looks. At least Faith thinks Oz's is thoughtful - it's hard to tell with him. Cordelia gives her a long, intense scrutiny, and then nods abruptly and follows it with one of the thousand watt grins. "Partners," Cordelia says, as Xander nods and quirks a half-grin. "And I still think it sounds ok."

Prologue: Just how much sin are we talking, here?

Wednesday August 5, 1998; Sunnydale Beach past Oceanside Pier, night.

Faith pulled her forked stick marshmallow roaster out of the flames, checking to make sure the twin mallows were at just the right degree of toasted. Lifting an eyebrow, she grinned wickedly and extended the skewer past the fire to Willow and Oz, giving Willow an innocently inquiring look when the little red-head turned her head to see a roasted puffball six inches away from the end of her nose and squeaked in alarm.

"Room service?" Faith waggled her eyebrows. Willow waved her hands, shaking her head, then at an elbow nudge from Oz gave Faith an 'oh, what the heck' look and leaned forward to lip the treat off of the skewer.

She flushed happily, grinning, as Faith cocked her head and remarked, "Yay Red! Gonna get you on this living large train before you know it."

"Today marshmallow, tomorrow the world," Oz said.

Faith offered the other one to Oz, who blew on his, then reached out and took it from the stick, pulling it apart to eat. He nodded a 'thank you' and she drew the stick back. She stuck a couple more on to toast for herself, leaning back comfortably.

"Yes, Pinky. The planet will be a far different place when it's Willow-world," Faith nodded.

"But-but-but, where will we get four hundred gallons of tootie-fruity and a plasma globe at this time of night, Brain?" Willow asked, eyes wide.

"And PVC lederhosen in Giles' size," Oz nodded. Willow spluttered.

Laughing, Faith shook her head, saying, "You two are wicked strange. But in a good way."

"That's our Will: wicked strange and yet oddly callous at times," Xander called out from the smaller fire where he was grilling burgers with Cordelia's laughing supervision. "But, oddly endearing when computing the volume of vamp dust in your typical graveyard."

Willow's eyes took on a distant look and Oz nudged her again. She focused, blinking, and said, "Oh, right - joke." She winked and nudged Oz back to show she was kidding.

"Burger?" Cordelia passed a plate in front of Faith on her way to her's and Xander's blanket. Faith took one, and Cordy extended the plate to Oz and Willow before carefully sitting down cross-legged to take one of her own.

"Don't mind if I do," Faith nodded, biting in. She raised her eyebrows and looked at Oz, "Dos me?" Oz snagged a Dos Equis out of the cooler near him and tossed it to her.

"Dos Yechies?" Cordelia sniffed, smiling. "Clara?" she requested, holding her hand out.

"Uno Pacifica," Oz said, handing her a bottle.

"Hey, not a St. Pauli or Pacifica, but those and Sammy's are for enjoying on their own, not washing down cow-on-a-bun," Faith said. She opened the bottle with her teeth and spit the cap away.

"Ow!" Xander gave her an alarmed look as he pulled up a chunk of blanket next to Cordelia. "That does it - you are now off of my official favorite fantasy list, Missy." Faith grinned and made a snapping motion with her teeth at him and Xander crossed his legs protectively.

"She'd better be, Doofoid," Cordelia swatted him with one hand and handed him a burger with the other. She winked at Faith, smirking, stretching her long legs out in front of her.

"Yes dear. Thank you dear," Xander smirked and inhaled a mouthful of burger. He gave Cordelia's mini-skirt, bikini top, and thong bottom ensemble an appreciative look, sighing contentedly.

"Damn, boy - chew!" Faith's eyes went wide.

"Nuffuh. Gefsinthewayofeafing," Xander grabbed another burger. He swallowed, "At my house, you learn to wolf down the food before Dad falls asleep in it."

Faith leaned back, comfortable and sighing. "Hey - you had food. At my house, we had to chip our own food out of flint."

"And you were lucky to have flint?" Willow said.

"Yup," Xander offered. "I hear some kids in Boston had to make their own flint with mud and pressure first." The plate of burgers went around again and they dug in for a time.

Faith eyed Xander in his t-shirt, for once sans his usual baggy over shirt, and gave Cordelia an approving nod. "Damn. The boytoy there has a bod under those baggy clothes, girl."

"Well, of course," Cordelia nodded seriously. "You don't think I lowered myself for his fashion sense, do you? Please!" She patted his stomach, then wrapped her hands around Xander's bicep. He gave her a half insulted, half complimented look.

"It's all that truck unloading and construction in the summers," Willow supplied, then she blushed. "Oh! You should have seen him in his speedo last year!"

Xander glared at her and Willow made an oops face and mouthed 'shutting up now'. Xander shook his head. "No! There will be no speedo remembrances here!"

"Speedo?" Faith's eyebrows lifted. Willow nodded energetically, blushing.

"Oh, yes. You should have seen it," Cordelia stated. "Most of the female Sunnydale High population were lining up with their tongues dragging. Janitor didn't have to mop for a week."

"Day-um," Faith leaned over, trying to peer past the waistband of Xander's baggy shorts. He threw a beer cap at her and she snickered. "Got pictures?"

"No! No pictures!" Xander said, laughing. "There will be no rehashing of the Great Speedo Incident of '98!"

"Well," Cordelia tapped her lips with a fingernail, "Maybe a few... "

"Ack! No pictures," Xander looked across at a giggling Willow. "Is no one listening?" Willow and Oz shook their heads.

"Oh, hush, Fishboy," Cordelia swatted him. "You should appreciate the female attention."

"Fishboy?" Faith asked. Xander rolled his eyes and groaned.

"Uh huh." Willow nodded, "The swim coach was dosing the team with like, Creature From the Black Lagoon steroids and Xander had to go undercover to help investigate and, oh! the team turned into fish monsters and escaped into the ocean and - "

"Hence the speedo," Oz said.

"And almost more female droolage than during the Love Spell," Cordelia said, smiling brightly. Xander groaned again.

"We're about to do the parade of Xander's Most Embarrassing Moments, huh?" Xander made a face, hanging his head. "I am so doomed."

Cordelia patted him on the arm and said, "There there. It's only because you deserve it." She coughed, "I mean, because we love you so." She smiled wickedly.

Faith snickered, "Love spell? Gotta dish, now, girl." Xander flopped back, moaning.

Willow shook her head, and then a gleam came into her eyes, "Well... Xander got Amy to cast this love spell on Cordelia, and... "

"Hey! Only because she broke up with me on Valentine's day!" He sat up and glared at Cordelia.

"And it worked on everyone but me," Cordelia added.

"Ooh! And then every woman in Sunnydale was chasing him across town trying for Xander smoochies, even me and Mrs. Summers and the insane vampiress, Drusilla." Willow finished. Xander closed his eyes, shaking his head. "And Cordelia had to save him and Oz decked him," Willow said, looking proudly at Oz.

"Go Oz. Damn." Faith stared at them. "You guys know how to party." She looked at Cordelia, "But you took him back?"

"Hey - she even wore the locket I gave her," Xander said, finally submitting to the inevitability of his humiliation.

"Once! And only because it went with that outfit," Cordelia rested her arm on Xander's knee and grinned at him. She looked at Faith, "Had to. The speedo won me over. And the huge puppy-dog eyes. And the begging... "

"So... what do you think of our little chunk of the Pacific Ocean here, Faith?" Xander changed the subject, accepting a St. Pauli Girl from Oz and leaned back with his arm around Cordelia.

"Hrrm," Faith drew her knees up and wrapped her arms around them, looking out over the surf. "Never saw the Pacific before. Not bad - it'll do." She tilted her head and after a moment said, "Lots different than the Atlantic."

"Oh? How so?" Willow asked, curious.

"Ah... " Faith shook her head. "Rockier coasts in New England, so the surf is wilder. Not as... " she made a wavy motion with one hand, "Smooth as here. And we get wicked bad storms in winter. Been some massive ship wrecks off of New England - all sorts of reefs and barrier islands."

Oz pulled an old acoustic into his lap from behind himself, and picked out a minute or so of 'Wreck of the Edmund Fitzgerald.'

"Pretty close, but that was Eerie, I think." Faith grinned. "You got the idea, though."

"Wow." Willow said.

"Tide pools are neat, though. And summer clamming is fun," Faith nodded.

"You miss Boston?" Cordelia asked, laying her head against Xander's shoulder.

"Huh?" Faith's eyebrows shot up, "Oh, hell no. Parts of upper New England, maybe - there's neat places out there, but if I never see Southie or Boston again, it'll be too soon." She tipped her beer to Cordelia, "Rather live in Hell and rent out Southie."

"You are living in Hell," Xander laughed.

"See?" Faith smirked, "Now, where's my rent checks?"

"In the mail?" Willow said, brightly. Faith laughed. Willow frowned, and glanced around the fire. "I feel kinda bad, cause we're all coupley and you're not."

"Don't sweat it, Red," Faith leaned back against the piece of driftwood behind her, and ran her hand down her body, clad in short cutoffs and a red halter. "Think I'd be by myself if I didn't want? I'm cool."

"Good," Willow nodded decisively. "No fun being fifth wheelish. Umm, not that you are, 'cause you're not, but if - I'mshuttingupnow."

"Breathe, Willow," Cordelia said.

Faith shook her head, smiling. "So, you guys get out of Sunnydale much?"

There were a pair of head shakes from Xander and Willow, and nods from the other two. "California, Mexico, Oregon, Washington," Oz supplied. "Concerts. Occasional gigs."

"We're planning to work him up slowly to complete sentences one day," Cordelia said tartly. Oz smiled indulgently, and Faith looked an inquiry at Cordy. Cordelia shrugged, "With the parental units all the time: Mexico, Manhattan, Florida, Bimini, Rio, Morocco, Europe."

"Damn, I'd like to do a couple of those," Faith stated.

"Europe?" Xander asked.

"Naw, Mexico," Faith said. "Europe has too many Europeans."

Cordelia lifted an eyebrow, "And in one sentence you've summed up the problem with Europe."

"She has a knack," Oz supplied. He began noodling around on his guitar strings absently, easing into 'Turn the page'. "Good travelogue background," he remarked.

Xander snickered and Faith grinned, continuing, "Now, the Orient - yeah. Tokyo, Thailand, Philippines... Or Rio: I could do Carnivale." Faith shimmied in place, and then looked curiously at the cheerleader. "You gave up Mexico for the summer for here?" she asked, curious.

"Oh, please," Cordelia said, smiling. "Las Palmas? They have cockroaches big enough to own property there. Some of them are big enough to be property. My parents can have it." She paused, "Now, if it'd been Cabo San Lucas or Cozumel... "

"Xander's going to do the 'see America' thing next summer," Willow ventured.

"He mentioned that," Faith nodded. She gave him a curious look. Xander nodded.

"Yeah, Geek Warrior has this whole Jack Kerouac thing he's been planning," Cordelia said, nudging Xander affectionately. "All he needs is a car and a dog."

"I was kind of planning on taking my Cordy," Xander smirked, getting a startled look from Cordelia, followed by a narrowing of her eyes.

Faith guffawed. "Oh, man. I'd rethink that calling your girlfriend a dog thing, Xan. She looks ready to bite you."

"Oh, he wishes," Cordelia said, clicking her teeth at Xander's arm. "And just when were you planning on asking me, Doofus?"

"Umm... I was working my way up to it?" Xander said, weakly. He looked at Willow and mouthed 'help?' Willow snuggled deeper into Oz and gave Xander her 'you're on your own, Buster' face.

"When? When the Hellmouth froze over?" Cordelia shook her head. "Jeeze, men."

"You mean you'd like to go, maybe?" Xander looked at her, surprised.

"Hrmm." Cordelia studied his profile for a long moment, giving him a speculative look. "It might actually be kind of fun," she said, casually.

"Really?!" Xander squeaked. Faith snickered and he lowered his voice to a baritone, "I mean: really?" Faith laughed harder and he shot her a dark look.

"Well, yeah," Cordelia snuggled in closer, giving Faith a wicked look that Xander couldn't see from his angle. "We could do Disneyland, then see all the fun spots in Hollywood. Then swing back up through the Sierras and over to Reno for some gambling and shows... "

Xander's eyes grew distant, and he said, musing, "You know, that could really be cool... "

"And then down to Vegas, hitting one of those quickie marriage chapel things after we check into the Venetian."

Xander nodded, saying, "I'm liking the sound of- whoa! whoa! wait!" His eyes grew round, "Marriage?" He squeaked again.

Willow spluttered, then started giggling uncontrollably at Xander's trapped and bug-eyed expression. She caught the wicked smile Cordelia threw her and buried her face in Oz's shoulder.

"Of course! You don't think I'm going to travel across the US in motels living in sin without a certificate," Cordelia arched her eyebrows and sniffed, "What kind of a girl do you think I am?"

"I'm going to take the fif- " Xander broke off, his eyes getting wider. "Sin?!"

Faith gave up and fell on her side laughing, holding her ribs. She heard Xander squeak out, "Just how much sin are we talking here?" and bit down on her forearm to hold in the laughter. Willow started shrieking into Oz's shoulder, spluttering helplessly. Oz began chuckling.

"Well, yeah," Cordelia nodded, eyes wide and innocent. She stretched, arching her back. "Then a long, slow, hot, tour through the Grand Canyon," Xander's eyes went down to her cleavage and he lost the powers of speech again. "And then we'll head leisurely up to Niagara for the honeymoon."

"Damn, girl," Faith struggled back up, gasping. "This sounds like a blast. Doing the Elvis wedding chapel of Lurve?" She snickered and made huge puppy-dog eyes at Cordelia, "Can I come too?"

"I was thinking one of those quickie Drive-in-and-Out places," Cordelia said, licking her lips at the 'in and out'. Xander choked, glaring at Faith, but Cordelia gave Faith an earnest look and cut over him before he could say anything. "But, sure! But only up to Niagara. I mean, menage a trois are tres chic experimental before the honeymoon, but so declasse during, you know?"

"I'm down with that," Faith nodded enthusiastically, giving Xander a sloe eyed look and licking her lips slowly. Xander's eyes glazed over and his mouth dropped to his chest as he looked at Cordelia.

Willow looked up, briefly, saw Xander's face, then said "oh god!" and fell forward over her knees, gasping for breath. "Please!"

"Experimental?" Xander said in a high pitched tone. "You? Faith? Me? You?"

"What?" Cordelias voice dropped into the low and sultry registers. She blinked slowly and sleepily, "You don't know how often I've wondered about a Faith and me sandwich with Xander filling?"

Xander's eyes rolled upwards, then he jumped up, clenched his fists, yelled, "Auuugggghhh!!" and ran across the beach into the surf.

"oh gods, stop please stop," Willow said, hiccuping.

Faith looked over and shook her head, "Damn. I think you broke the Willow."

"Maximum Willow breakage," Oz nodded agreeably.

"That was just just just... " Willow aimed a shaky finger at Cordelia and Faith, "MEAN!"

"Well, yeah," Faith said. "But it was funny."

Another 'auuuggghhh!' came from the water, and Willow glared at her and then started spluttering. "It was, too!" She buried her face in her hands, "God. I'm a horrible Willow-person."

"There, there," Cordelia said, soothingly. "Just think of calculus and you'll be ok." Willow looked at her, then spluttered and buried her face in Oz's shoulder again.

"I thought I had the moves, but damn! I bow to the new champion," Faith said, bending at the waist. "Hail to the Queen!"

"Do not try this at home, kids," Oz intoned. "The Cordy is a professional." He and Faith saluted Cordelia with their near empty beers.

Cordelia inclined her head graciously, then broke out laughing for the first time since she'd started, "Teach him not to ask me first before blurting out something like that!"

"Oh, you guys are bad!" Willow said, giggling.

"Well, yeah," Faith accepted another beer from Oz. "So, think any of the swim team's still out there?"

"Probably," Cordelia said. She didn't look too concerned. After a few minutes she sighed, "But I guess we should go rescue him."

"Yeah," Faith stood, nodding, as Cordelia uncurled from her blanket to her feet. "Before anything bites off Little Xander - it'd ruin the road trip."