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italics= thoughts


Rise of the Ultimates Volume 1: Origins

Volume 1, Issue 2

"Chaos Reigns"


Sunnydale Streets

Chaos was everywhere. Half of the trick or treaters had suddenly collapsed, only to get back up as little monsters. Whatever costume they had been wearing they had been transformed into courtesy of the Janus priest's spell.

In the midst of this chaos three young adults lay unconscious on the ground, momentarily ignored by the creatures around them.

After several long moments a groan echoed out from the red and gold metal man who lay sprawled on his back.

"Ugh, did you catch the number of that bus JARVIS?"

Inside the suit Tony Stark tried to sit up as he fought off the headache caused by being rendered unconscious. Unfortunately his suit had no power so he just lay there pinned in the dark.

Something felt off but he couldn't put his finger on it.

"JARVIS?"

Silence and darkness reigned within the suit for an interminable moment before Tony felt the arc reactor in the suit come back online. He waited and a few moments later the external video feed and internal heads up display both came up. The display showed the suit going through a startup system check and he let out a sigh of relief as all systems came back green.

So why did something not feel right?

"JARVIS?"

There was another long moment before Tony finally got a response.

"Sir, I must regretfully report that my memory systems may have been damaged. I have no record of how we got here or even where we are for that matter."

Tony clicked his tongue as he got to his feet, scanning around him for any threats of familiar land marks.

"Begin scans of airwaves. Hack into the internet if you can find an access point. I want to know what's going on here."

"Certainly sir."

Tony continued to look around, noticing two unconscious girls on the ground near him. One was wearing a sheet; the other was dressed like a 17th or 18th century noblewoman.

Why did he keep feeling like he was missing something?

He was about to move over to check on the two girls when a third girl appeared to stand up from the sheet covered form of the first girl. A quick glance revealed that the slightly see-through girl standing appeared to be wearing the same outfit as the girl was wearing under the sheet.

"Sir, I'm detecting etheric energy readings from the life form before you. It is likely that she can phase through solid matter."

"Thank you JARVIS, I'll keep that under advisement." Tony replied inside the suit as he assessed the clearly panicking and insubstantial teenage girl.

A few moments later she turned around and saw him. Her eyes widened in relief.

"Oh my god Xander what's going on? Am I dead? Is that my body on the ground there? Why is Buffy on the ground? Is she dead too? Please tell me I'm not dead Xander." The girl babbled out almost too fast to comprehend.

Tony blinked as he tried to parse the stream of teenage girl babble before finally understanding what the ghostly redhead was saying.

"I'm sorry Miss but you have me mistaken for someone else. My name is Ironman, not Xander."

The girl blinked before launching into another stream of babble.

"Quit joking around Xander. You can stop pretending to be Tony Stark now. Something very bad is going on and we've got to fix it."

"Sir, initial scans of the area are complete. I've detected an energy field permeating the surrounding area with an 89% match to something from my records. I've also determined that it seems to be not affecting the normal humans being chased by the monsters, while being concentrated on the monsters, the two girls before us…and us Sir.

Tony didn't take his eyes off the ghostly girl in front of him as he processed what JARVIS had said.

"What does this energy field match exactly?"

"It is an 89% match to the chaos magic utilized by Scarlet Witch. To be precise, it is most similar to the energy produced when she transforms one object into another."

"Are you saying that Wanda did this?" He asked worriedly. His teammate had never been the most stable member of the Avengers.

"No Sir. The energy is lacking her unique signature. However the nature would indicate that all those affected have undergone a transformation of some kind. There is also another anomaly Sir."

Before Tony could ask JARVIS to elaborate the blond in the fancy dress sat up, opened her eyes, and screamed.

Stark spun around and opened his palms. As soon as he registered the tall, hairy growling beast barreling down on them he released a low level Repulsor blast, throwing the creature back at least ten feet. A moment later the beast scrambled to its feet and turned tail, whining as it ran away.

With a satisfied smile Tony shut down his palm repulsors and turned back to the two girls.

"Oh brave sir knight; you surely saved us from that horrid beast. Pray, please remove your helmet so that I may reward your valor." The blond simpered as she sidled up to him.

Behind the golden mask of Ironman Tony Stark blinked.

"Sir, I should inform you that she is infused with the same energy as we are…and that scans indicate she is underage."

Inside his suit Tony let out a sigh of relief at being given an excuse. For some reason the thought of kissing the blond, no matter how cute, had disturbed something deep down inside of him.

"I am sorry Miss, but I cannot remove my helmet while I am on duty. It is part of the vow I took when I put on the suit."

The blond flushed and fanned herself with her fan.

"Oh my, how gallant you are, so dedicated to your duty."

Tony resisted the urge to groan.

"Great, first Xander and now Buffy. Is everyone in Sunnydale going crazy?"

The redhead's voice brought Tony back to the matter at hand.

"I don't believe so Miss. I've detected an energy field that appears to be affecting only those who have been transformed by it. Yes-" He added, forestalling the redhead's obvious questions. "Indicators are that we have been transformed by this energy field as well. We can investigate further, but it would be advisable to seek a defensible position first. Is there anywhere nearby that we can use?"

The redhead thought for a moment before replying.

"Buffy's house is nearby. We should be safe there."

"Very well then." Tony replied as he bent down and lifted the unconscious body of the redhead into his arms. "Lead the way. My lady,"

He turned his gaze to the blond noblewoman.

"Please remain close. It is dangerous out and I would not see you harmed."

Tony tried his best to ignore the flirty looks the blond was sending his way as he followed the redhead off down the street.


Sunnydale Sewers

Spike grinned as the green wave washed over the city and the chaos began. Dru had been right; the sky did look kind of green now.

"Come on you wankers." He cried. "Let's go bag us a Slayer."

As he led his minions out into the night his grin never left his face. The sounds of screams were just an appetizer to the main course he intended to serve up tonight.


Summers' Residence

Tony was silent as he set the redhead-

Willow, her name is Willow. What kind of new-agers were her parents to name her Willow anyway?

-down on a couch in the living room. He was thinking on what JARVIS had informed him of on the walk over to this house.

There is no shrapnel in my chest. No arc reactor. No electromagnet keeping me alive. No synthetic nervous system. This body is not my own.

Tony shook his head to clear it.

I've experienced stranger.

He turned to face the ghostly form of the redhead.

"Ok, now listen up. Here is what JARVIS - that's my suit's AI by the way - has determined. There is an energy field sitting over this town currently. It appears to touch only those people who have apparently been transformed. Due to its similarity to another form of energy that we have analyzed in the past, one keyed specifically for transforming objects or beings into something else, it is a safe bet to say that this energy field is the cause of these transformations and our current situation. JARVIS has compared intensity scans of the energy field with a map of the city and determined that the energy field is centered on a shop belonging to a man named Ethan Rayne. This means that the source of what is very obviously a magic spell is almost certainly within that shop. Now, magic is NOT my strong suit, so do either of you know anyone who can help?"

The redhead nodded despite the shock plain on her face. The blond just looked confused, and a bit pouty that Tony hadn't been responding to her advances.

"Yeah, Giles should be able to help. He's, um, he's our librarian, but he knows a thing or two about magic as well."

"Alright" Tony replied. "As you are the only one of us who is untouchable and knows where he is I'll leave it to you to go find him and get him to stop the spell!"

Tony spun around with a yell and raised his palms towards the kitchen, repulsors glowing and ready to fire. The pale, dark haired man in his line of fire immediately stopped moving and raised his hands in surrender.

"Whoa Harris, easy there. Willow, Buffy, what's going on? The whole town has gone crazy."

Tony looked towards Willow.

"This is Angel. He's a friend."

"My scans indicate he is a reanimated corpse, most likely some form of vampire." Tony replied coldly.

Willow shrugged sheepishly.

"He has a soul? Please Xa-Tony, trust me. He's a good guy."

Tony thought for a moment before deactivating his weapons.

"Very well. Angel, is it? Are you a male stripper or something? No, don't answer that." He said as he walked over to where Joyce's laptop sat on a table and attached a small device to it. "Willow here is going to go get help to end the spell affecting the town. You and I are going to remain here and guard the lady."

Tony's voice was commanding and brooked no argument.

"Harris. I don't know what's gotten into you bu-"

"Stop right there Deadboy. My name is Tony Stark, not Harris. As near as I can tell a spell has transformed part of the populace of this town into their costumes. Better get going red."

This last comment he addressed to Willow. With a blush the redheaded ghost turned and ran out through the front door, off to find Giles and tell him what's going on.
Tony turned his gaze back to Angel.

"Therefore we are going to sit tight until Red can get the spell stopped, and not put the life of this innocent lady at risk."

Tony noticed the way the blond was drooling over the walking corpse.

Just how stupid is this girl?

"Fine Harris, but I'm not taking orders from you."

Tony snorted and returned to fiddling with the device attached to Joyce's computer.

"Whatever Deadboy, just keep a lookout for any-"

The kitchen door slammed open with a bang.

"Never mind. Keep her safe Deadboy, I'll deal with this."

Tony stepped into the kitchen and stared down the first of the invading demons.

"Sir, I am detecting no trace of the energy field on these creatures."

Tony smirked and raised his hands, bringing his weapon systems on line.

"Good. I could use the target practice."


Outside the Summers' Residence, Spike's POV

The shit had hit the proverbial fan and Spike was panicking.

Everything had been going according to plan, his scouts had tracked the Slayer back to her house, she did indeed appear to have become weak and helpless, and the only people in the house with her were that bloody Harris boy wearing some sort of costume and his Sire, Angelus.

Spike had snorted and spread his forces out, sending several of the demons to attack the front door while most of the vampires remained waiting in the back with him. The plan was for the demons, who needed no invitation to enter a human dwelling, to drive the Slayer out through the back of the house and into the waiting arms of Spike and his brood. But then one of the Vorlocks had to get impatient and break down the kitchen door in the rear.

For a few moments Spike thought that everything was still going to work. He could hear the windows at the front of the house shatter as the demons on that side entered sans door; he could hear the high pitched scream of a voice that could only be the Slayer's. And then the night lit up and everything went to hell, and not the fun kind with torturing innocent teenagers and where kittens were currency in poker games. The bad kind of hell where vampires get turned into vacuum fodder.

Spike had stood stunned for all of three seconds before he realized that the red beams being fired by the metal man walking out of the house were dusting his minions left and right. He had turned and fled into the dark knight, followed by four of the smartest of his brood and the one surviving demon. He was about to consider the entire night a bust when he heard the Slayer scream again and saw her streak ahead of him across the mouth of the alley. Apparently his plan had managed to flush out his prey after all. With an evil grin he began to pursue her, not even considering that he had nearly met the fate Drusilla had warned about and that pursuing the Slayer would mean tempting that fate once more.


Summers' Residence

Stark smiled as he lowered his hands, deactivating his weapons. The back yard before him was now filled with piles of dust and dissolving demon corpses.

"Vampire flambé. Not very appetizing, but probably makes good fertilizer."

Stark turned and walked back into the house. His mood soured as soon as he stepped into the living room. Willow was still unconscious on the couch, and there was a demon turning to goop in the corner of the room. Angel was crawling out from a crater in the wall where the demon had obviously thrown him before Angel managed to drive a stake through the creature's eye socket. But of Buffy there was no sign, and the front door was wide open.

"Ok Deadboy, which part of stay here and protect the lady didn't you understand?"

Angel looked up at him with a glare as he dusted plaster off his black jacket.

"I was trying to do just that, but when I vamped out to deal with that demon she freaked and ran screaming out into the street."

"Sir." JARVIS interrupted. "Scans of the police frequencies are reporting an incident that I think you should be aware of. Officers on scene have just reported to dispatch that a man with metal blades coming out of his hands has been causing some serious damage near a club called the Bronze. The description of the man matches that of Wolverine."

"Great." Stark replied internally. "Another Avenger, and likely to kill somebody if I don't stop him."

"Ok Deadboy, here is what we are going to do. You are going to go after her and keep that stupid blond from getting herself killed, while I am going to head to the Bronze and stop my pal from killing someone innocent."

Stark removed an orb from a socket in his armor and tossed it to Angel.

"If you get in trouble push the button and toss this into the air. Then duck and cover. It'd be a shame for you to get dusted along with the rest of these bloodsuckers."

With that said Tony stepped out the front door, activated his repulsors and shot into the air, JARVIS providing navigation directions to the Bronze.

"Hold on Logan, old buddy, I'm coming."


Sunnydale High School Library

"Giles!" Willow yelled as she ran into the library through the outside wall. "Giles we need your help!"

Giles stepped back from Jenny Calendar sputtering at the interruption. Jenny in turned blushed as Willow stopped dead staring at them, blushing herself.

"Uh, Willow, what do you mean you need help? Halloween is supposed to be a quiet night for demonic activity." He said, nervously cleaning his glasses.

"Someone cast a spell and it turned everyone into their costumes, only it only seems to be affecting some of the people. Ton- I mean, the person Xander turned into said there is an energy field that seems to be the cause and its radiating out from that new costume shop. He said it's owned by somebody called Ethan Rayne."

"Ethan Rayne?" Giles interrupted Willow. "Did you just say that this shop is owned by Ethan Rayne?"

Giles felt a knot in the pit of his stomach as he realized why the Mark of Eyghon had been itching all day.

Willow nodded rapidly.

"That's what he said."

Giles turned and took a breath. When he opened his eyes it was Ripper, not Rupert Giles, looking out and evaluating the weapons stored in the book cage.

"Willow, I want you to stay with Jenny, help keep her safe if you can. I'm going to go deal with this Ethan and set things right."

Giles let a surprised Willow behind as he slipped several stakes, a crossbow, and half a dozen knives into his coat and marched out of the library.

Ripper had a score to settle.


Inside the Bronze, Wolverine's POV

Wolverine awoke with a massive headache to a crowded, chaotic, screaming club of some kind. As he pulled himself to his feet he began to take stock of his situation. He was sitting on a stage with a guitar on the floor beside him. A quick glance revealed that about half the club's occupants were screaming teenagers wearing costumes, and the other half appeared to be monsters of some sort. As he took stock of the situation his rage began to build.

Where the fuck am I?

He did not recognize the location. It was nowhere he had ever been before, although based on the accents of the screaming teenagers it was likely somewhere in Southern California. That is, assuming this all wasn't just a virtual reality simulation or some telepath's trick.

Taking stock of his body he realized that he could feel the itching associated with healing a scar. In fact, he could feel a number of scars and three once-broken bones healing.

That meant that wherever he was he had been held unconscious for a significant amount of time with his mutant abilities suppressed.
Wolverine blinked as the Wookie Chewbacca from a movie he had watched with the kids at the Institute last week threw what appeared to be Darth Vader across the room and over the bar.

Just what in the hell is going on here?

Suddenly he spotted a familiar helmet and magenta cape exiting the building ahead of the rush of scared teenagers.

It's him!

With a snarl Wolverine leapt off the stage over the crowd and pursued who he was certain must be behind this situation, pushing his way through the scared teenagers and knocking a few of the strange creatures unconscious along the way.

Rushing outside he extended his senses and looked around. He saw that he was on a fairly typical American street. He saw two cop cars stopped on the street, four officers desperately trying to calm the panicking populace. He saw monsters and ghouls in miniature chasing around screaming adults, along with the fleeing teenagers from inside the club. A quick glance behind him revealed the location he had awoken in to be called "The Bronze." Wolverine filed this away for the future and then refocused on scanning the skies and crowd. He saw no sign of the Master of Magnetism rising above the crowd anywhere, which he found to be odd.

Then he caught sight of his prey.

"Magneto!" He yelled as he dashed forward and leapt over a group of panicked teenagers, claws extended from his right hand.

As he landed he grabbed the master of magnetism by the shoulder, spinning him around and holding him in place as he brought the tips of his claws to his target's throat and froze.

Whoever this kid was wearing the outfit of Magneto, he certainly wasn't the Master of Magnetism. Wolverine was staring into the pimple ridden face of a black teenager who promptly passed out at the sight of his extended claws.

Wolverine snarled and dropped the kid to the ground.

What the hell was going on here?

"Freeze! Put your hands in the air!"

Wolverine turned and snarled. Two of the cops were now facing him with guns drawn and aimed right at them. He snarled at them.

"You're making a mistake, bub. Lower the guns and tell me what's going on here."

One of the cops grit his teeth before replying.

"I SAID FREEZE! NOW DROP THE KNIVES!"

Wolverine was about to reply that he couldn't do so when a large green object dropped out of the sky.

"Hulk SMASH!"

The two unfortunate cops were crushed into the ground under the feet of a figure very familiar to Wolverine. One of their name badges skittered across the ground to land at Wolverine's feet but he didn't dare take his eyes off of the figure before him.

"Hulk!" He yelled.

The green rage monster looked at him and grinned.

"Hulk is strongest there is. Hulk save puny man. Puny man owe Hulk a favor."

Wolverine let out a sigh of relief that the Hulk was not apparently looking for a fight with him. Suddenly bullets began to ping off of the Hulk's hardened skin. The Hulk immediately got enraged and turned to roar down the street. Wolverine followed his gaze and saw six cops armed in riot gear firing desperately at the Hulk.

Those idiots. He groaned.

"HULK IS STRONGEST THERE IS!" The Hulk roared in defiance before leaping through the air, landing on top of the police truck beside the cops and crushing it nearly flat.

As Wolverine watched the Hulk start to tear through the police he glanced down at the badge at his feet.

"Stein" the badge read.

He glanced over to the two craters in the pavement where the two bodies of the dead cops lay broken and bloody. Normal humans were not meant to go up against the likes of the Hulk. He stared at the bodies for several minutes before shaking himself back to the moment at hand. With a sigh he turned and prepared to walk the opposite way when he heard the familiar sound of Repulsor thrusters in the air. A moment later a familiar friend and ally landed before him.

"Hello Logan. Hell of a place to wake up isn't it?" Iron Man asked, Stark's sarcastic wit evident in his voice. "Guess the last thing you expected to see when you went to sleep was the green face of ugly over there."

Wolverine growled.

"What the hell is going on here Stark?" He yelled out at the man. His answer however did not come from the metal-suited Avenger before him.

"We appear to have been summoned by some sort of spell and overlaid upon innocent teenagers." A cold, cultured female voice echoed out into the night. Both Wolverine and Stark turned, surprised at the presence of the speaker.

"Frost." Wolverine bit out coldly as he faced her.

Out of the shadows of the side alley to the Bronze stepped a blond woman, her outfit pure white and leaving little to the imagination. Wolverine could tell immediately that something was wrong, because while the outfit was right, the body wearing it was clearly not Emma Frost.

"The one and only…so to speak."


Mayor's Office

Mayor Richard Wilkins the Third sat in his leather desk chair and watched the chaos through the window, a smile on his face as he sipped a lovely pinot noir from the Napa Valley.

"You see Finch; this is how useful an ally that witch boy can be. Thanks to him we get to have all this fun without any worry that the capes will detect it and come to investigate. I am too close to completing my plans to risk their interference. One more year, Finch, one more year and we can begin the final preparations for my Ascension."

The Mayor stood up and turned around, a smile on his face.

"So, who's up for pizza?"

Finch stood silently against the wall as the two ugly creatures burped. There was no trace of the three convicts left in the room, and no sign of blood in the carpets or on the furniture. These things always disturbed Finch. Not because they ate bodies, but because they always seemed to be so CLEAN afterwards.


Snyder's Office

Inside the Principal's office Snyder hid himself under his desk and desperately drank the bottle of twenty year old highland scotch he kept hidden in his desk. He knew what this town was, he operated under orders from the Mayor, but even he knew to be afraid when chaos truly reigned on this town.

And if he truly admitted it to himself, he was worried that one of the creatures out there might be one of his students, and that they might remember enough of their dislike or hatred for him to come after him before the night was up.

Snyder never even realized how much he resembled a troll hiding under that desk.


Inside the Bronze, Emma's POV

Emma sat up from the ground, rubbing her head as she fought off a headache. There was a cacophony surrounding her, but within moments she had managed to reign in her psychic abilities, thus leaving only the audible sound to distract her. Looking around her she saw that she was sitting in the middle of a club of some kind, one that had apparently gone crazy. A quick scan with her powers revealed from surface thoughts that apparently have the club's occupants had just collapsed about a minute ago before waking back up as whatever creature or being they had been dressed as. Or that was what she managed to glean from the cacophony of panicked thoughts she gathered from the hormone addled teenage minds surrounding her.

I wonder…

With a brief scan to be sure nothing had her in its sights she focused her powers inward. Immediately she discovered that her mind currently existed overlaid upon the psyche of a young teenage girl. The more she explored the more she discovered a surprisingly fragile young woman, one who had built up an iron strength but who's home life had left her brittle and alone. No matter how many followers she surrounded herself with, she'd never found true friends or acceptance, forced to hide away who she was deep inside. Emma was flattered when she discovered within the young girl's mind the reason why she had dressed as the White Queen this evening.

As Emma got to her feet she began to consider the viability of leaving behind a psychic echo to aid this child in achieving her potential. She reminded her of her own daughters, the Cuckoos, and Emma would be damned if she would abandon this child, even if her presence in her life was confined to a single night. Only magic could have achieved this kind of effect and that meant that it would surely be undone at some point.

Glancing around she caught sight of what looked like a Wookie from the movie Star Wars throw an apparent Darth Vader into a wall. She also caught sight of several panicking teens all dressed like members of the X-Men, and one angry, snarling Wolverine leaping over the crowd of panicked teenagers and pushing his way out the front door.

Wolverine!

Even though she knew that they had just been overlaid upon these innocents, she knew that Wolverine in this situation would be a bad thing. Sighing she turned and quickly escaped the chaos, pushing her way out through a side door that she discovered exited into a side alley. Once there she paused to catch her breath and began to build the psychic structure that would ensure she could leave her knowledge and skills, if not her mutant abilities, behind to her current host whenever the spell holding her here should end. A minute later she heard a loud roar of "Hulk Smash!" echo down the alley from the street. With a sigh she walked to the edge of the alley, remaining hidden in the shadows and watched the growing confrontation between the cops and the Hulk for a few minutes, watching as Wolverine stares at the bodies of the first two dead cops in introspection. She was about to turn and walk away when Iron Man dropped out of the sky, landing in front of Wolverine.

"Hello Logan. Hell of a place to wake up isn't it?" Iron Man asked, Stark's sarcastic wit evident in his voice. "Guess the last thing you expected to see when you went to sleep was the green face of ugly over there."

Emma watched as Wolverine growled and tensed up.

"What the hell is going on here Stark?" Wolverine yelled.

Emma decided it was time to add her two cents to this discussion.

"We appear to have been summoned by some sort of spell and overlaid upon innocent teenagers." She said firmly as she began to step forward. Both Wolverine and Stark turned, surprised at the sight of her.

"Frost." Wolverine bit out coldly as he faced her.

She smiled coldly as she stepped out of the shadows.

"The one and only…so to speak."

Turning to face Stark directly she continued speaking.

"I've been reading the minds of those around here since I woke up, Tony. It appears that some sort of spell has transferred our minds and apparently our abilities into the bodies of teenagers here. I'm not entirely sure how, but magic like this tends to be unstable, and lasts only for a limited time."

Iron Man nodded in response.

"I've already determined something similar. I've already tasked some locals who apparently know about magic with stopping the spell."

Wolverine growled.

"What the hell are you two talking about?"

Emma returned her gaze to Logan.

"Basically, Logan, go look in a mirror."

Wolverine growled and stalked over to a van parked at the entrance to the alley, looking in the side view mirror. He stepped back in shock as he realized that while familiar looking, it was not his face staring back at him.

"Understand now, Logan?" Emma asked with a faint smirk in her voice.

Logan growled and clenched his fists as he turned back to face her but he nodded his head.

"Ok, so we inhabit bodies that aren't our own. And bub here has set things in motion to get us back home. So what does that mean for us now?"

It was Stark who spoke up before Emma could reply to Wolverine's question.

"Now, we get the both of you somewhere secure and we wait for the spell to end."

Behind his mask Tony smirked.

"And while we do that, we try to build a device to help us leave a little something behind to help these kids once we are gone. I've had JARVIS scanning the internet and broadcast frequencies since we got here. This world has heroes and villains of its own, super powered beings of great potential. Any edge we leave these kids could mean the matter of life or death for them in the future."

Emma was about to reply when a female voice she didn't recognize, attached to a psyche that seemed hazy and almost as if it was out of phase, interrupted.

"Tony! I told Giles! He and Jenny are on their way to stop the spell as we speak!"

Iron Man turned back to his two mutant allies.

"Well, we don't have any time to waste now do we?"

"And how are we supposed to get to this secure location, bub?" Wolverine asked as he stalked forward. Behind him there was a faint jingling on the ground. Emma smirked.

"Maybe we use those keys that just dropped out of your pocket and take the van here that they go to?"

Wolverine growled and picked the keys up off the alley floor, turning towards the van to see if she was right about them going to the van.

"I'm too old for this shit." He muttered to himself as the keys unlocked the driver's side door to the van.

Slipping in behind the wheel he yelled out.

"Everybody get in. We don't have time to waste."

Emma smirked and confidently strode around to the passenger side before sliding in beside Logan. Stark meanwhile opened the back and climbed inside, immediately beginning to take off part of his suit.

"Emma, take the directions out of my head. Logan, drive. I'm going to stark constructing the device."

With a growl Wolverine started the engine and drove out of the alley, leaving a bewildered and ghostly Willow behind to wonder just what they were going to do.


Abandoned Warehouse

Things are not looking good. Angel thought as two of Spike's surviving minions held his arms behind him. He watched with anger as Spike stalked around the panicking figure of Buffy Summers.

"Well Angelus, isn't this just great. You took my love from me, all those years ago. So now I'm going to take yours. I'm going to drink her blood, turn her into a vampire and twist her just like you twisted Dru. How does that sound to you, Hair Gel?" He asked with a smirk as he prepared to grab Buffy and bite into her neck.

Angel's rage and desperation gave him strength and he broke free from his captors. He pressed a button on a small orb and tossed it into the air before with a surprising burst of speed he dashed forward and pushed Buffy to the ground, wrapping them both under his black leather coat.

"Go to hell Spike!" He yelled just as the orb lit off.

The red and gold orb suddenly fired off a series of red Repulsor lasers, each one accurately beheading one of Spike's minions. The lasers fired for only a second before ending, leaving the room silent and leaving all the demons and vampires as goo or dust save for Spike who stood staring in shock at where his Sire's sire lay unharmed under his coat, protecting that damned Slayer.

"Well this sucks." Spike said, just before his head fell off his body and he turned to dust.


Spike's Crypt

The dark silence of Spike's crypt was ended by the pained screaming of his lover Drusilla. She screamed so loud she tore her vocal chords to shred, tears of blood streaming down her face. In a moment of lucidity she screamed out a promise.

"I swear, even if it takes the complete dissolution of my immortal soul, I will find a way to destroy you completely Slayer! YOU WILL PAY FOR THE DEATH OF MY WILLIAM!"


Summers' Residence

Wolverine let out a sigh as he turned off the engine of the van. They were now parked in the garage of a two-story suburban home that Tony had directed them to and said would be safe.

"Ok bub, what now?" He asked as he leant back in his seat, wishing he had a cigar or some whiskey to drink right then.

Tony grunted as he opened the rear of the van. His suit was half disassembled in the back of the van and during the short ride to this house he had somehow gathered several of the components together into some sort of semi-pyramidal structure with the suit's arc reactor at its core.

"Now we get this into position, Emma goes inside and grabs the laptop from the living room, and we finish this device. And we pray that the spell doesn't end before we finish it." Stark said as he hopped out of van and pulled the device to the edge. "Logan, mind giving me a hand with this?"

Logan grunted and got out of the van, stalking to the back and taking hold of one side of the device. As he pulled it out and helped Tony carry it to the center of the garage he smiled. Emma had returned from inside the house carrying a laptop with what was obviously a piece of Stark's hardware attached to it and a bottle of scotch with three glasses.

Emma smirked at him.

"Figured we could all use a drink." She said as she joined them in the middle of the garage.

Logan grunted his approval and gladly took a glass from Emma as she poured. Tony sat down and opened the laptop, connecting it to the device he built and typing away rapidly.

"JARVIS, interface the readings we took with the device and adjust the frequency modulator in the Repulsor units." He said, absentmindedly taking a glass of scotch from Emma and downing it in one shot. "Inform me once the settings are synced."

"As you wish Sir." JARVIS replied as Stark continued to tap away at the keys on the laptop.

Emma sat beside him and sipped her own scotch languidly, using it as a focus as she extended her abilities to touch the minds of her two companions.

Go ahead Emma. Tony's directed thoughts surprised her. She hadn't expected him to sense her touching his mind. I trust you Emma. After all, this is what we are trying to do, and a backup in case my plan fails is always welcome.

Emma looked across at him, meeting Stark's eyes for a long moment when he looked up to meet her gaze before returning to his typing.

With a slight nod she reached into his head and began to gather his memories, his experiences and skills, the raw unrestrained genius and talent that made him who he was, and began to shape it into a psychic bundle to be left behind and downloaded into the brain of the young man he was hosted by.

Alexander…the Defender of Man…an apt name for one who is about to be given such a gift. Use it wisely young man, use it well and make us proud. Emma thought as she shaped the memory bubble.

When she finished with Tony she turned her focus to Logan and began to repeat the process.


Backroom of "Ethan's"

Ethan Rayne laughed maniacally as the man called Ripper continued to pummeling him. In between blows Ripper shouted at Ethan to tell him how to break the spell, but Ethan was having too much fun. He had never imagined just how much chaos would be unleashed by his spell.

Finally Ripper's blows lessened and Ethan spat out a tooth, grinning at him.

"I'll never tell you, Giles. The chaos will run its course, and your precious town will be destroyed."

Ripper stepped back, his glare murderous.

Jenny didn't even give either a chance to say anything further. She stepped forward and stomped on Ethan's right hand, hard, breaking most of the bones in his hand as she ground it into the ground.

"Tell us now Ethan, or I promise, you won't be given a quick death. I'll torture you into oblivion before dissolving you into a vat of acid. Vengeance is an art for my people."

With that said she withdrew a small symbol on a chain from around her neck. Ethan paled immediately upon seeing the symbol and began to scream that the key to breaking the spell was to destroy the bust of Janus.

Jenny left the sobbing chaos priest on the ground and grabbed the bust. With one last look of anger at the man she slammed the bust into the altar, breaking it. Immediately a wave of green energy was released, pulsing out over the town.


Summers' Residence Garage

"Well," Tony said closing the laptop and setting it aside. "That's that. The device is primed and ready, now we just have to wait for the spell to end and pray it works."

Logan snorted and downed the last of his fourth glass of scotch, setting the glass aside.

"Hope this works bub, or I promise I'll track you down in hell."

Stark snorted.

"I'd love to see you try Logan. I can see it now, a death match between the two of us in the middle of Satan's throne room, the dread lord himself lying eviscerated on the floor. The two of us in hell would be a disaster. We'd probably be returned to life just to stop us from destroying hell."

Logan didn't have a chance to respond as a wave of green energy washed over them. The instant it hit the device sitting between them the energy began to warp and distort, concentrating around the trio rather than being drawn away from them as the wave passed them buy. In the midst of this a soft white glow suffused the three of them before exploding outward in a flash of light. When the light cleared none of the green energy remained and the trio lay unconscious on the floor.

All was silent for several heartbeats.

"Sir, it would appear that the device was at least partially successful. I appear to still be here and mostly intact."

JARVIS's voice echoed through the garage. After several long moments with no response the body of Alexander Harris snored loudly.

"…Leave it to you to sleep on the job, Sir. This is the last time I let you drink on the job."


Unknown Time, Unknown Place

"And upon a breath of heavenly grace, with beauty, brawn and brains, the Gift is given."

"Let us hope that this time it will be enough to tip the balance towards salvation."

"It will, dear brother. Have faith."


The Watchtower

The Flash sat in the monitoring room keeping an eye on the screens monitoring the Earth and near-Earth space for threats or dangers.

Or rather, he would have been, if he hadn't been too busy trying to best his personal record for solving a Rubik's cube. He had over three hundred of the plastic logic puzzles stacked to one side of the monitor, all completed. On the opposite side of the monitor sat a pile of at least five hundred more unsolved ones.

Suddenly the monitors beeped, reporting the detection of a strong energy spike in Southern California. However, by the time the Flash managed to turn his attention to the monitor the spike had disappeared. Staring at the screen for a few moments he shrugged his shoulders and went back to trying to best his record.

"Must have been a glitch."


AN: Here it is issue two, and part two of the three part arc that begins this entire universe that we are seeking to build. I hope you enjoyed it, and I hope that you enjoy our interpretation of these characters and their motivations. I had a few things about the first issue pointed out to me so rewrote a few sequences, as well as fixed where I realized that the site formatting had erased my italics. It's not neccessary to reread Issue one if you read it before I posted this chapter, but it will clarify the attitude Xander has towards Buffy and Willow.
To quote a great man, to whom we owe so much. "Excelsior."
A Message from ElvenkingC: Hey all. I hope you enjoy and as the gods say "Cry havoc and let slip the hounds of war!"