Here it is. The culmination of all the characters in a multi-chapter story that addresses the events of season 7 with BTVS. However, Buffy in a different place and the inclusion of the Marvel characters will make this one epic tale. I will probably bring in X-Men to a degree—Faith's brother at least. I think this will be the final story as I'm working on other stories in the BTVS/Avenger world I'd like to post, but I don't want there to be confusion. That means I need to finish this one first!

This story takes place just a few weeks after "The Calm Before the Storm," putting it in the middle of the fall semester of the school year. As Buffy always premiered toward end of October, it's close to the time line of the show. In the Avengers world, the events of Captain America 2 have taken place, and I've pushed up the Avengers 2 timeline. The events of Age of Ultron will unfold in this story somewhat.

Disclaimer: I do not own BTVS or any of the Marvel characters. None of these characters are mine, only the story is mine.

Chapter 1: Ghostly Warnings

*****Cleveland*****

Loki, adopted son of Odin and Frigga, was now in disguise and attending a public university—or at least pretending to. He was enrolled in one class, a world history class. He decided to learn something about Midgard as his opinion of the planet had undergone a dramatic change since meeting Tara. He had, of course, created the appropriate paper trail that would show him registered as a graduate student. In case anyone checked up on Luke Olson, he would appear to be what he claimed. The class he was taking would give him a real reason to be on campus and possibly spotted coming out of class.

Tara, of course, saw through his disguise when she came into the Magic Box during her weekend in Ohio, visiting her friends. It had taken much fast talking, but he had convinced her to keep his secret.

"Why aren't you in New York on my campus?" Tara had asked.

"Because I knew that your other half would eventually penetrate me disguise," he admitted.

Loki had made a point of not running into Willow while she was visiting the others, and he had promised to call Tara regularly. Tara knew he had a point, and she promised not to share his identity when he convinced her that he was there to help only.

He had procured a very nice house a few blocks away from the Magic Box.

It had taken him about a week to finally run into the lovely Cordelia.

"Wes," Cordelia called out as she came into the Magic Box.

Loki came from the back. "May I help you?" he asked.

Cordelia eyed the handsome stranger. "Who the hell are you?" he asked.

"Cordelia, is that any way to speak to my new employee?" Wesley said, appearing from behind a shelf.

"That's the new guy?" Cordelia asked in surprise. The man was taller and hotter than Wesley—clearly younger, too. He didn't look like a book nerd of any kind. He had dark hair and green eyes. Why did he seem familiar to her?

"This is Luke Olson, a graduate student at your school," Wesley introduced. "Luke, this is Cordelia Chase, one of the girls Xander has known since high school."

"That guy is surrounded by beautiful women," Luke said, smiling at Cordelia. "He's very lucky."

Cordelia flashed the new guy a smile. Of course, she didn't know him. He just had one of those faces—a very attractive face. "Glad to meet you, Luke. So is Vader your father or what?" she asked.

Loki blinked. "Excuse me?" he asked. Did she know who he was?

"Luke isn't American, Cordelia, and he probably isn't familiar with Star Wars," Wesley said.

Cordelia laughed. "That's okay. I've known enough geeks, so you're forgiven," she said.

Loki smiled at her, happy that she seemed comfortable with him. Maybe this would work after all.

After a few weeks, he became comfortable with his new role and was able to interact with the group with ease.

The problem came when he woke up, sensing eyes on him. Abruptly, he sat up, scanning the room for the threat that he knew was there.

"Who's there?" he demanded. He reached for the lamp next to his bed and turned it on.

Buffy Summers, a girl he knew personally since being in Ohio, was in his bedroom staring down at him with an expression on her face that unsettled him.

"Buffy? What is wrong? Why are you here?" he asked. She had never shown any romantic interest in him as her eyes were solely focused on the broken soldier boy.

"I'm here, Loki Oldenson, to offer you an entire planet to rule," she said, shocking Loki.

He stood, not caring that he was clothed in only black silk sleeping pants and shirtless. "How do you know who I am?" he asked. "Did Tara tell you?"

The woman laughed. "I'm disappointed in you, the supposed god of mischief and master of disguise," she said.

Loki's eyes narrowed as he realized that it wasn't Buffy Summers but someone or something wearing her face. "Who are you?" he asked.

"I am the First, and if you want to join my team, I can make you the last and only ruler of this planet," she offered.

*****Sunnydale*****

Faith dropped the coffee she was drinking as her old watcher Diana appeared in front of her.

"What the hell?" she exclaimed.

"From beneath you it devours," her dead Watcher said.

"What? Am I dreaming? Is this a slayer dream?" she asked.

She heard a commotion across the hall, and a crash. Her attention was diverted for a minute. Then Diana was gone.

"Okay, something is freakier than normal," she said. Then she walked to her apartment door. Steve was across her hall, but he was out of town, working. He'd been gone for the past month. She knew from the news reports that things had been bad for him. Even the United States government seemed to be confused about his hero status, which pissed Faith off. How dare anyone question that guy's integrity? Luckily, it all came out. SHIELD had been infiltrated with spies or some shit. Faith didn't follow it much, but he did manage to get his old friend Bucky back. Faith had been glad for him.

Canada opened her door. "What is happening? My dead grandmother just appeared to me!" she exclaimed.

"Yea, I had a ghostly encounter, too," Faith said. "Call the team to the Magic Box. We need to compare notes. Something is about to go down in Sunnyhell." Faith could feel it. Her cell phone rang, drawing her back into her apartment. She'd been out of jail almost a year now. Working with Steve and Natasha had given her a new passion for the job because they believed in her and inspired her. Faith had been determined to not let them down, to not let Buffy down. So far, she hadn't, and she wasn't about to let that change now.

Speaking of Buffy, she was on the phone. "Hey, B. What's up? Everything five by five?" She asked.

"You tell me," Buffy said grimly. "My dead mother was just here."

"Joyce? No shit? I just got my dead Watcher," Faith said. "I guess she was more important than my dead mother."

"Did she say 'From beneath you it devours'?" Buffy asked.

"Yes. Canada got a grandmother visit, so something is going on," Faith said.

"I wonder if I need to come to Sunnydale?" Buffy asked.

"Not yet. I'll let you know if things start going south," Faith said. She knew a time would come when she'd need Buffy's help. However, Buffy was flourishing in Ohio. She even started back to school at the beginning of the year. Besides, Faith didn't want big sis to come save her unless things were bad.

Buffy hung up feeling more than a little disturbed. She pulled out her phone to call Clint.

"Did I wake you?" she asked as he answered the phone on the fourth ring.

"Well, it's the middle of the night, so what do you think?" he asked.

"Sorry," she said. "I was just freaked out and wanted to talk to you."

Clint sat up in his bed, concerned and wide awake. "What happened?" he demanded.

Buffy filled him in on her visit and what else she knew.

"From beneath you it devours," he murmured. "That sounds ominous. What do you think it means?"

"Something bad is coming," Buffy said. "I just don't think it's here."

"You think something big is going to go down in Sunnydale?" Clint asked.

"Yes," she said. "I haven't had a slayer dream, but Faith and Canada were also visited. I'm going to poll everyone and see if they had the same experience here. If I'm the only one, it will definitely indicate that this baby hellmouth is in the clear."

"Well, it's been a while since someone's tried to open the hellmouth in Sunnydale," Clint acknowledged.

"True," Buffy said. "I think you better contact Tony and have Steve sent back to Sunnydale if he's free."

"I can do that," Clint said. "You be careful."

"Always," she said. "I love you."

"Love you," he said, hanging up.

Laura roused enough to open her eyes. "She okay?" she asked.

Clint nodded. "Yes. Just something on the horizon rattled her," he said. It took a lot to rattle his sister, so he knew it was going to be a challenge whatever was coming.

*****A few days later*****

Buffy and Buck were researching with Luke, the new guy at the Magic Box.

Luke produced a book. "I think I found something," he said. He showed her a passage in a book.

Buffy read the page. "The evil came from below after it came from above. It claimed the Earth for its own. It planted the seeds of evil into the hearts of men. Brother killed brother and its power grew. The evil was more ancient than humanity, so humanity could not prevail against it. They called it the First as it was the first evil birth on the Earth," she read. Then she looked up at Bucky. "This could be it. We need to send this page to Faith."

"I agree," Bucky said.

"Good find, Luke," she said.

"Thanks," he said. It was easy for his magic to pull the documents he needed. He didn't even have to fake it.

When Faith got the information, she sighed.

"Okay, that sounds like our guy," Faith said. "Can you fax a copy of that to Giles?"

"Will do. Let me know if things heat up and you need me," Buffy told her.

"I will," Faith said, hanging up. Then she called Steve.

"Steve, I might need you to come back to Sunnydale," she told him.

"What's wrong?" he asked.

She filled him in.

"I'll speak to Fury, and Nat and I will head your way as soon as I can," he said.

"Thanks," Faith said. She knew she could handle things without him, but she felt better knowing he and Natasha would be there. She had a feeling that things were about to get very complicated on the hellmouth.

*****Ohio*****

Loki was alone in his apartment after sharing information with his new friends. He sipped a glass of wine as he considered his next move. How powerful was this being really?

She appeared once again. "Things are about to get so fun," she said.

"It's important that you love what you do," he said amicably.

"You gave them the information to aid in finding out who I am?" she asked.

"Of course," he said. "If you are as strong as you say you are, it shouldn't make a difference."

"It won't," she said. "Even now my chosen disciples are purging this world of any who could help. Time tables are being reset as we speak."

"That will make things much more interesting," he said easily.

The First wearing Buffy's face smiled in satisfaction. "You have no idea," it said.

*****New York*****

Willow lost the argument with Tony, and he decided his new Ultron program was ready to go. She'd help him work out all the kinks, afraid that something that massive would be open to evil possession like her horrible experience in high school. However, Tony and Bruce built extra safeguards, so they wanted to run a test.

They had no idea of the snake in their midst. They had no idea that as soon as they turned it on a malevolent spirit corrupted it, breaking through the extra safeguards.

A few floors below, Warren's grandfather, who had died when he was eight years old, look on proudly as Warren put the finishing touches on his newest creation.

The robot was a flawless replica of Pepper Potts.

"This is brilliant, my dear boy. Tony will never be able to destroy the face of his beloved Pepper," he said.

"Eventually, he will," Warren said. "This is just meant as both a compliment to the very formidable Ms. Potts and a stab at Tony."

"Are you willing to risk everything for this?" his grandfather asked.

"Tony needs to see exactly what I can do," Warren said. "She is my finest creation, and with Tony and Willow's new project, Ultron will find a very good home."

Grandfather laughed. "I do love the eloquence of this. They've created the weapon that will destroy everything they've built," he said. "The slayers won't be getting the help they expect."

A few stories up, Tony was hosting a small gathering of his friends. Steve got a call from Faith and moved to speak to Nat when it happened.

The Ultron program awoke and began to consume JARVIS.

Moments later, Warren's new robot opened her eyes.

"It's time," Warren said. "She's ready for the download."

The First smiled in satisfaction. Destroying slayers was going to be fun but destroying the Avengers initiative before it really flourished was going to be a real treat.

The fun was just beginning.

*****Chapter End*****

I'm not sure how long this one will be, but it will be longer than the first story that started it all.

Thanks for reading. Taking a minute to share your thoughts.