We were not bright people Joyce, not bright at all. Oh not really stupid as such, more like the Xander gene spread to the rest of the group How else could some basic truths have slipped our notice. One, whoever was trying to attain ascension, was going to pull out all the stops to keep us from screwing with them. Two, we were stepping on some big toes and those toes were eventually going to start stepping back. And three, three was my bad Joyce, I kept forgetting, as Spider-man I was channeling some wicked old mojo. My exploits were front-page news. Spider-man was not a low profile kind of guy. Thus there was a long list of people who wanted to kill Spider-man and an even longer list of people willing to do it for them, sometimes for free. and if those pesky kids and that darn Slayer got killed in the crossfire…bonus.

"…We'll meet again Spider-man." His name was Shocker. He had robbed the museum, cutting past security and the dozens of guards by using a pair of high tech gloves that emitted some kind of vibrating force beam. Spider-man was, as usual, in the wrong place at the wrong time and thus was now chasing shock-boy across town. Shocker would fire blasts out of the armored van he and his crew had stolen.

"Sorry dipstick B-list losers with no fashion sense don't get sequels." Spider-man cried out as he pursued via web-line.

The armored car skidded out of control sending afternoon Sunnydalians racing for cover. Spider-man, hurtling down to street level, snagged the car with a web-line tying it off and bracing himself on a lamppost. The line went taunt and the back of the car ripped clean off sending sparks flying as the rest of the car ran into a wall.

From out of the wreckage two thieves stumbled, they had had enough and were ready to surrender unfortunately for them their leader had not.

He hopped out of the back of the destroyed car and raised his arms. Part of the street exploded upward and Spider-man dodged and landed on a wall. "Ok I don't want to go all Queer Eye for the Super Villain Guy on your ass but … You look like a cabbage patch doll wrapped in a quilt."

"This suit protects me when I do things like this." He fired an another blast, which Spider Man also avoided. "Bet you find that shocking Wall crawler."

"Ok I realize you are calling yourself Shocker and all, but do you have to work in the endless puns on your name." He dodged Shocker's next few blasts "It's like a bad SNL sketch…your causing me some real pain over here."

"You freaks don't stand a chance against cutting edge technology. " Shocker boasted and fired again.

Spider-man looked around and spotted a fire hydrant. Kicking out at it he snapped the valve and water spewed at high pressure slamming Shocker to the ground and dousing him completely. "You think a little water will stop Me?" he snarled and fired…or at least meant to, nothing came out and the gloves started sparking ominously.

Spider-man landed next to him and yanked off the gloves. Webbing them together, he tossed them into the air. They were a vague dot in the sky when the explosion shattered every window for three blocks.

"Cutting edge tech huh, here's an idea to meditate on …waterproofing, ya jerk." Spider-man punched Shocker sending him to senseless dreams.

Giles pulled up in his car even as police invaded the scene. "I got Xander's call , what was the rush."

"Right here g-m…Mr. Giles I think this is what they were stealing from the museum." Spider-man held up a tube. Its markings indicated its contents were both valuable and antique. "I don't know what it is but experience tells me that whatever it is it's safer in your hands then anyone else's." he indicated the police.

"Yes this does seem an interesting piece, I hope Xander was not too long snapping pictures of this brouhaha he has an appointment with…"

Spider-man cursed and apologized quickly before web-slinging away. Giles looked after him and shrugged his shoulders "guess he can sense danger elsewhere."

Crap, crap crap, letter of recommendations, decent SAT's so what do I do. I'm late to the admissions interview." Xander cursed as he hurtled over the buildings. He snagged his backpack from the place he had stashed it when he began chasing that moron in the costume down. "Shocker, a jerk off name for a jerk off. " he grumbled, unfortunately the latest in a series of pests who were starting to show up Sunnydale.

Demons, Xander could handle, even beat occasionally, but these goons with their high tech toys and wacky names. Just as fiends often appeared looking for Buffy, a whole new breed of wacko was appearing in town just to swat the now infamous web-head.

He caught sight of the bell tower over the campus and aimed for the inside of it. Concealed by the building, Xander switched back into his civilian guise and raced across the quad bursting through the door just as a tall thin man with wild hair came out of an office calling "Xander Harris, last call for "

"Xander Harris right here " he said breathlessly

"Well interesting tactic Harris most people would be trying to convince me they deserve the chance to be in my classes by being early for the admissions interview "

"Trying to separate myself from the crowd " Xander replied weakly

The man looked at him meaningfully "Be careful, it might work a bit too well "

Inside his office, Xander caught his breath while the man paged through the portfolio Willow had created for him.

He turned page after page tossing out crisp insults Finally he closed the book "You're in. Class schedule comes in the mail. Don't make me regret thinking Rose Octavius knows what she is talking about"

"You mean that's it?" Xander could not believe his ears.

"Harris I could waste both our times but I like teaching and I like teaching students who want to learn and who can be taught. You have talent and I'm going to pretend that all that huffing and puffing means you really wanted to get here. So, fine you're in "

"You, you mean I'm going to university?"

The teacher replied caustically "Yes Harris you have attained the dream of post secondary education now if you attain the equally ephemeral dream of funding for same everyone will be happy."

"Thank you sir,"

"Don't thank me until you pass, which judging by those pictures, is still a crap shoot. Buy a decent camera. If you give me another assignment shot with the garbage you shot the pictures in your portfolio with I'll dock you 15." The professor slammed the door. His interview was over

Xander walked out in a daze. In the hallway, he passed a girl who had been standing outside when he arrived. She smiled prettily at him "So Bender did it again?"

"Huh?"

"Put the fear of God in another first year, Relax he's like this with all the newbies…actually with everyone, Cassandra Webb, everyone calls me Cassie."

"Alexander Harris, everyone calls me Xander."

"Why ?"

"I've been known to ignore them if they don't."

She laughed. They walked across the quad with Cassie pointing out where classes would be next year. She pointed out Stevenson hall where she would be living. Xander mentioned that he had off-campus housing

"I live with a…..an artist, among other things " He found discribing Angel to be a challenge at the best of times.

"Oh is he all dark, brooding, and angst filled "

"Oh yes all that and more "

"Tormented soul " she laughed "I love those please tell me that I'll get to meet him at some point."

"I hope so "

Cassandra snatched the portfolio away from him " Did he help you do these " she looked through them "This is Spider-man, What he like what's he really like. "

"He's …he.s a guy, you know. just a guy who wants to help."

"And you help him right you two split the take , you take the pictures he gets the credit." She grinned and winked knowingly

"Actually I just get lucky…Spidey does what he does because he likes helping people."

"Well then he's at lest kind of a danger jockey right. An adrenaline fiend."

Xander struck a pose and sang slightly off key "Wealth and fame, he's ignored---action is his reward ---to him life is a great big bang up---wherever there's a hang up you'll find the Spider-man. "

Cassie laughed "that's funny "

"I thought so too. The street musician singing it had lots of money so the people must like it."

"The people they trust him , to be there for them "

"I think people just like a hero. Someone they can look up to."

"Alright that's it I'm sitting next to you for philosophy." They laughed some more before Xander remembered that Giles and the others were expecting him back at the library. Running late as usual, he would need to web-sling to make it.

"It was nice meeting you Cassie, I'll see you next year I hope. thanks a lot "

"Hey thank you , I was thinking this California town was boring."

"Trust me Sunnydale is many things but it is not boring "

Xander came running into the library Giles and Buffy looked up in greeting. Sitting on the table, the tube he had rescued this morning---excuse me, Spider-man had rescued. Little slips like that and almost calling Giles, G-Man this afternoon, were going to expose him…assuming you don't come clean with your friends. He thought to himself.

"Yo G-man what's in the tube?"

"Xander how many times have i….oh never mind the tube is a container for blueprints that are several centuries old. Or at least a very good reproduction."

Giles explained that the blueprints, hand-drawn by a monk in the 1500's, showed a marvelous machine he had seen in a fever dream. Although the church denied it, legend stated that over the centuries, several people had tried to build the object. All had vanished under mysterious circumstances or had been declared bewitched or mad or both. but each one hinted that the clock when it was finished would allow access to riches beyond price and pleasure beyond tolerance.

"So how do you build this really cool gizmo?" Xander asked looking at the arcane writing on the page.

"No idea, there are notes on everything except the materials needed to construct it. Except for something from the monk himself, ---let he who would follow me, invest himself as I have, to know the wonders I have seen."

"What's it mean?"

Willow gestured to the notes she was taking "That's what we are trying to figure out." she stretched and yawned. "I have time so I'm working on it "

"What I thought you and Oz were supposed to be hanging out big time before summer comes and Dingos Ate my Baby goes on tour."

"Xander its that time of the month, no Oz and Willow fun."

Xander froze at her words then did a mental check. Full moon. It was full moon. Somehow, he had managed to forget...again. Oz needed to isolate himself completely during this week.

He noticed Buffy gazing adoringly at a newspaper. On the page was picture of a platinum blonde with in form fitting outfit. The camera was obviously in love with her. "Who's that?"

"Are you kidding I would think you would know above us all." she tossed him the paper "That is Felicia Hardy, super duper model."

"And why would I know?" a puzzled Xander asked

"Felicia is in town for a charity Fashion gala. She has gotten some corporate partners to promise a one million dollar donation if Spider-man does a design for her.

"Spider-man, Spidey isn't a fashion guy."

Willow piped up, her fangirl-ish devotion to Spider-man made her a bit of an expert on Spider-trivia. "According to tests done on the stuff he ties up crooks with, his webbing could assume complex shapes and patterns, in theory.

Buffy nodded "She says if she walks the gala runway by nine thirty tonight in a web gown, a million dollars goes to a Sunnydale Children's charity."

Xander had heard nothing about this and panicked slightly. "That's crazed how does she know he will show "

Buffy smiled evilly "She doesn't but since he has this whole big need to be A, infamous and B, a do-gooder I figure he'll take one for the team."

Willow snorted "Oh sure like you'd you do a Slayer Meet and greet "

"In a second if it was for charity, besides I already do my part for the common man. I let them continue to believe in a sane world that makes sense by killing all the weird stuff before it causes trouble."

Willow smiled, "I'm sure he'll show." it was a tribute to their friendship that Buffy hid her long-standing annoyance at Willow's Spider-love.

"Yeah " Xander muttered to himself on his way out the door. "if he can figure out how to make a dress out of an organic substance the self bonds to anything it touches."

Angel set up a dressing dummy in the middle of the floor.

Xander looked very doubtful "How the hell is this supposed to help."

"If you want to pull this trick off you have to practice." Angel reminded him

"Angel, I can wrap people up in the stuff and shoot lines and anchors. It's organic silly string I can not make dresses out of it "

"Yes you can "

"How do you know "

Angel stepped out of the way. "Now the stuff is organic that means it comes from you that means you make as much or as little as you want. Just concentrate on wrapping the midsection of the dummy."

Xander concentrated. Firing web-lines was like tensing a muscle. He tensed and a stream of web came shooting out. It hit the dummy and began wrapping the dummy up the stuff seemed almost alive wrapping and re-wrapping around the dummy until it was completely mummified.

"OK, maybe a bit much there." Angel said cautiously

Xander was more excited "Are you kidding that was cool "

"Actually it was, how did you do that?"

"I'm not sure." Xander was as mystified as his undead roomie.

They alternated between practicing with this new ability and working on shape making. By eight o'clock, he was feeling tired for which Angel assured him food would be the cure. He also had a new name for the inadvertent power he had found …Impact Webbing.

He found it knocked down targets and then essentially mummified them.

At last, he had to start getting ready and Angel declared him ready for his first web-designing gig.

"Don't know what I'm going to make for her though."

"I'm sure something will come to you now finish getting ready and eat something. You have to replace all that protein. "

Xander jogged down the block. He was working n his fifth sausage dog. He was passing a dress shop selling prom gowns when he caught sight of Cordelia inside. He popped inside. He waited just out of sight and heard the sales lady speaking harshly to Cordy. Could he really be seeing Queen C take crap from a wage slave.

He stepped out so that he could sbe saw him. Cordy lost what little colour still lived in her cheeks becoming as pale as death.

"Can I help you sir" The Saleslady said breathlessly, she had obviously been working off a head of steam and having to go from tyrant to sales person was a stress.

"Yes I just wanted to thank you and this lovely lady. Rumor has it that a version of this very outfit is the one Spider-man will make for Felicia Hardy at the gala fashion show this evening. "

He explained (read, lied) that Spider-man had seen Cordy wearing the dress and was thus inspired. He noticed the dollar signs mounting in the saleslady's head.

"In fact I should really take another picture of the thing. When word gets out this is the place to buy them the store will be flooded with orders." He pulled out his camera and took a few shots of the dress

"You think Ms. Chase could model it again for me."

"Of course she can. " the sales lady said shoving Cordy toward the back area. Minutes later he was snapping pictures of Cordy in the elegant Prom outfit. After that, the Saleslady practically demanded that Cordy leave with the outfit.

"When the lady was in the back Cordy grabbed him and spun him around "what's the big idea?"

"I'm trying to apologize. I was out of line with the way I treated you and I'm making up for it "

She blinked and seemed on the verge of tears. "I don't need…"

Xander cut off the inevitable Cordelia-ism. "I know, I know you don't need the help of a sidekick. And a Zeppo of a sidekick at that…"

She looked like she really wanted to say something but the flaring of his spider-sense distracted him. He made quick excuses to Cordelia and dashed out the door. He completely missed the indomitable Queen C chewing her lip looking after him as if it was the last time she might see him.

He heard police sirens. There was trouble and he had to go help. After figuring out where the fire trucks were going. He cut though several back alleys shedding his clothes as he ran.

Taking to the rooftops he landed on a building and saw that a four-floor walk-up was burning. The intense heat from the flames and the decaying floors were making life difficult for the firemen. Anchoring a web-line he slid down, bursting though a window.

" Ok, a fire rescue I've done this a few times. Nothing to it." he whispered to himself.

Finding a sink in the middle of the blaze he soaked his mask in water and then replaced it. Protected now from the dark smoke choking the hallways, he started calling for someone, anyone. He heard crying from a somewhere close. He tried navigating blindly through the thick smoke. The heat licked at him from all sides and his spider-sense was going insane.

Then it went from a buzz saw like massage in the back of his skull to a screaming wailing torrent and he tossed himself up to the ceiling. He looked and saw a bladed weapon lodged in the wall.

"Impressive" a voice hissed at him, "you have melded awareness and action completely. None have ever come as far as you have so quickly."

Spidey looked down the hall. A female in black and Red stood there tightly coiled like a spring. she held a bladed weapon like the one in the wall and looked like she had every intent to use it on him.

"Look I don't know who you are but the middle of a fiery blaze is not the place for a heart to heart."

"You have power Spider-man let's see if you use it as well as those who came before you."

"Please tell me you didn't set this blaze just to trap me cause that would be just insane."

She lashed out her arm and the blade flew at him he moved before even thinking which is what she wanted. As he landed, her hand came up and a short sword slashed outward at him. He felt the edge of the blade pass close to him.

Spidey shut out the fire and the woman and everything else. Pushing his spider-sense hard he finally sensed right on the edges …a child hiding in a room close by.

"There's a kid, in here, we really have to do this some other time." He cried out

She ignored him slashing at him in a quick dancing pattern. He dodged and kicked out at her. She moved almost too fast for him

She slid down the hall. "I have stopped your predecessors and I will stop you. Avatar." She threw another blade that slashed at a light that crashed to the floor. Spider-man barely dodged it .

"What the hell are you …never mind let's try a new trick."

He back flipped to a wall and crouching gathered his strength. Exploding off the wall in full force he concentrated and fired webbing like he had practiced. a gray mass struck the female and the strands of webbing began wrapping around her tying and entangling her. The impact webbing actually worked.

Grabbing her, he tossed her over the railing attaching a web-line to her as she fell so that she was swinging helplessly. "Relax lady, I'll be right back to get you in a sec."

He busted down a door and dashed into an apartment in flames yelling as loud as he could he son found the child hiding in a closet.

"Spider-man, you came for me?" said the little girl

"Of course I did kid, aren't you my number one fan?"

"I am now, I used to think you were kind of creepy."

"Funny that's what a lot of girls think, now have you ever played cops and robbers "

"Sure "

"Well you know what Spidey does with robbers. He wraps them up in his special webbing so we are going to pretend I caught you and I'm going to web you up you'll be totally safe ok."

"Ok "

Spidey tied the little girl up in a bundle, after that he ran to a window and lowered her to the firemen below who grabbed the child and whisked her to safety.

"OK lady" Spidey called as he headed out to the hall "time to leave."

Her webbed prison was empty and she was gone. "Ok important safety tip Impact webbing, bit easier to get out of then the regular stuff." He muttered

The flaring of his spider-sense came almost too late. His dodge got him out of the way of her first strike but not the follow up kick that sent him sprawling to the floor.

"Do I even want to know how you got loose" The wall crawler snarled as he got back to his feet. He stood his ground as the building continued to burn around them.

Like the Black Widow I can always escape the petty traps laid by your kind and now like my sister in spirit … I take your head " she lashed out at him.

Spider-man dodged around her blows. "Aren't we supposed to have mated, at least let's try dating first, I'm only half as annoying when you get to know me." He searched for an opening but she would not leave him one.

"This is serious danm you I will not allow your chaos to run free." she swiped at Spider-man but his dodges were keeping her at bay and his insults and patter were throwing her off her game. Her next leap carried her to the stairs that collapsed under her weight. Spider-man leapt out into space and caught her with a web-line swinging her higher so she could catch the banister.

"You saved me after I tied to kill you "

"Well aren't you just riding the short bus today" he replied sarcastically "now fallow me and I'll get us out of here "

"You're helping me escape, this is strange. " the woman paused "… and you diverted from the battle to rescue the child. Alright Avatar I will stay my hand for now, but you had better know that I'm watching, Arachnis may hold no sway in you now, but if that changes I will strike you down without mercy."

She leapt to the side to avoid falling debris Spider-man raced up his web-line to grab her but she was gone and he eventually fled the building as well.

Later that night he arrived at the gala taking pictures of everything. He looked for Cordelia but there was no sign of her. not that she would have made herself easy to find he had just ditched her …again …while apologizing for ditching her.

The nine-thirty deadline was creeping up on him. At last, he shed his civilian ID, suited up, and left a note with the goon guarding the backstage area telling Hardy's people to have their charge on the runway in five minutes.

He figured she would refuse but he was shocked when the statuesque woman walked out on the runway in a camisole and posed for the cameras.

"Well folks according to my people the Spider says he is going to show and if he gets here by nine thirty we will have some very happy kids to the tune of 1 million dollars."

The crowd cheered, Xander groaned. This was humiliating.. he ignored the slight buzzing in the back of his head. There was no danger to be seen.

He flipped thorough an open skylight and dropped to the stage area on a web-line

"I hear someone's looking for a Spider-man original."

Felicia smiled widely and some strategically placed kids were clapping and cheering. "Glad you could take time out from world saving to help out the kids."

A man in a suit hopped up on stage with one of those big over-size novelty checks "As promised, one million dollars if you can create a gown out of your…. Whatever you call it."

"I'd call it humiliating but like the lady said anything for the kids."

He concentrated on the dress Cordelia had been wearing. He was hardly going to rate attending prom with her but if that was what she was wearing then …WOW..

She was going ot look like a million bucks

He tensed, and felt the webbing flow. The crowd began to ohh and ahh and when he opened his eyes Felicia was clad in an exact duplicate of the gown.

Felicia Hardy smiled. "It a bit close in the hips, I guess some lucky mans going to help me dance a few pound off tonight."

The crowd went wild and the guy with the novelty check handed it over. People were rushing the stage.

As Spider-man began climbing to the ceiling, he called to the Model. "Hey Cinderella I'd having something ready to go in an hour that's how long that webbing lasts "

Felicia nodded and smiled for the cameras again. "I thank you Spider-man and the children thank you. "

"Well if you need a purse to go with that now you know where to find me."

"Indeed I do Spider-,indeed I do."

Giles picked up the telephone on the third ring. For a refined man with manners and couth let fly with a surprising collection of curses at being interrupted. He was on Oz-patrol and was the person who had the hardest time of it. Save for Xander, Were-Oz really seemed grumpy when Xander was around thus, Xander usually did his turns when the Werewolf was starting to clam down.

"Giles, stupid question, are there any other slayers other then Buffy And Faith "

"What do you mean?"

"Warriors who hunt and kill demons and stuff, are there any others."

"Xander of course there are, you will recall Sid "

"Oh yeah, Chucky the demon Slayer, I forgot "

"Is that .. hold on….No OZ … Bad Daniel , you will not…oh blast that was my favorite jacket too."

"Sound like he having fun " Xander said jokingly

"He has been especially agitated all night something has him upset anyway why are you asking."

"You know what, its nothing Ill just pop in the morning and do some study. I can fill you then. What about those blueprints."

"Still no ideas I'm looking up everything I can find to see if there's something about the printing maybe something not obvious at first."

All at once, there was a crash and Giles yelled. There was tearing noises and yelps of pain yelps like a dog.

Xander panicked "Oz, Oz what's going on over there. Giles answer me Giles."

The telephone clicked and went dead One hastily scribbled note later, Spider-man was swinging through the moonlit sky toward the school.

Willow was in the library when he arrived at the skylight. Outside Spider-man examined the broken window by moonlight. Something big had gone through.

Oz's cage, ripped, bent and twisted, would not be holding anything, let alone Oz, anytime soon. Oz had not freed himself he had been freed by something that had come upon Giles like a ghost.

Willow was wringing her hands in worry until she saw Spidey. "Spider-man what are you doing here "

"Regular patrol, I saw the broken window and thought I would check it out."

"Oz is missing and Giles is hurt he can't say what's happened and Mr. Wesley is saying we have to hunt Oz, that he is out of control."

Spidey touched his friend's shoulder reassuringly. "Relax Ms. Rosenberg, I'll catch up with Oz before he does anything he'll regret. He fired a web-line that pulled him up to the ceiling.

Scanning the school ground, he found what looked like a trail, taking to he air he followed it. and hour later he was still following it. Soon he was thinking he might ask for Faith's help but that was just not a good idea.

Wesley was running her ragged and besides, the secret Identity thing was still bothering her. Let her search on her own.

He landed in a corpse of trees. "Come on Oz where are you?" he heard a growling "There you are, come on out Oz old pal it's me you know you can trust me. I won't hurt you."

"That's good to know" A voice hissed just before his Spider-sense screamed a warning.

The beast came out of the trees fast and landed on top of him slashing angrily he was almost too busy trying to keep It off him to notice it was growling not like a wolf, but like a cat.

He shifted his weight and threw the beast several yards away. It spun in the air and landed gracefully then darted toward him. He sailed into the air, webbing the beast as it passed underneath him. He landed and swung it around but his patented move went wrong this time. The beast grabbed on to a passing tree and using it for balance, yanked him off his feet and swung him around to crash into the ground with a crunch.

The were-beast launched itself at him. Spider-man curled up his legs and feet and as it landed on him, kicked out with explosive force. The Were-cat, thrown several feet away, landed and crouched, growling savagely. He climbed to his feet and swung up to the top of a lamppost.

"You're not Oz, who are you."

"You and the Slayer have caged our kind long enough. The cub will live free."

"You let Oz out, why?"

"Our kind deserves better then to be caged like common beasts."

"News flash dude but under the full moon you are beasts, you'd kill your closest friend and never know. "

The were-beast snarled, to Spidey, it looked like some kind of Cat, like a tiger. Dark, coarse fur, gleaming white fangs and teeth and a thatch of white mane-like fur springing from its head and running along its back. "Is that why you killed my brother. Did you strike him down in fear like all weak little mewling humans."

"I don't know what your talking about but I'm getting tired of people trying to kill me tonight" Spider man launched a series of punches and kicks that drove the were-cat backwards. He was about to deliver another blow. Then, he sensed people.

Coming down the path was a couple out for a late night stroll. The man let out a scream and the were-cat used Spider-man's brief distraction to grab his raised fist and throw him off. Holding on to his hand, the creature throw him bodily back and forth whacking him like a rag doll against trees and pavement before pitching him to the side.

Spider-man grunted and pulled himself to his feet. The werecat was fleeing, he chased it groaning in pain from his beating. He felt painful fire in his shoulder; it was dislocated.

Still pelting down the path, he ignored the pain. "Gotta stop it, gotta catch it, can't let it hurt anyone." He repeated the mantra to himself until the words were meaningless. The werecat took to the rooftops and Spider-Man followed as best he could. Finally on roof several blocks away the werecat skidded to a stop and faced him. Hissing and growling she crouched low and twitching ready to pounce on him again.

"You're weak and soft what makes you think you can stand against me "

Instead of answering Xander weakly tried to distract her. "Could we move this along, These supervillain showdowns get any more frequent and you lame-brains are going to have to take numbers."

"You killed my pack brother, Spider-man there is no forgiving that debt and no escaping me."

"And no need lycan " came a smooth voice out of the dark a crossbow shaft appeared in the were-cats shoulder followed by two more. It screamed in pain and frustration darting off and hurling itself into the night. Spider-man collapsed in pain. Not caring who had attacked the thing only hoping that his punishment for the night was over.

"You are lucky Spider-man , most in your state are easy pray for a Lycan and yet even weakened you went after it." said the Black Widow

You really do ride the short bus don't you. That thing is dangerous, he could have hurt someone."

"He is a she and she is on a blood hunt you have affronted her grievously and honor demands that she take no meat until your throat lies open in front of her."

"That's neat, Excuse me while I make an unmanly sound." He struggled up to a pole on the rooftop and after bracing himself, slammed his shoulder into the pole. The grotesque pop told him his shoulder was back in place.

"Does this mean you aren't going to kill me?"

"No it means that I'm still following you and continue to decide your fate on a minute by minute basis."

"Not to be all unworldly about stuff but what's your issue with me."

"You are an avatar of Arachnis he is the source of your powers. Many men have wanted that power. In a thousand years only a few actually obtained it. Most died, sacrificed by The Spider-Demon's always hungry childer."

"What about the ones who made it."

"Almost all of them went mad and had to be killed. Their minds and souls torn apart by the darkness within."

"Which I suppose is where you come in."

"I have killed nearly every avatar before they were allowed to harm any innocents."

"You do realize that you are in essence telling me you are almost a thousand years old right."

"You live near the mouth of Hell, surely I can't have been the first person of extremely advanced age you have encountered. My sources indicate you congress regularly with the Slayer."

"If by congress you mean we launch insults at each other when we aren't saving each others lives then yes that's true."

"You should seek council with her Watcher he will confirm all that I have told you."

"That's going to be a fun conversation I'm being hunted by a thousand year old mystic assassin and a were-tiger."

"Panther " she corrected

"Were-panther "

"Honestly there are times when you speak that you sound nothing like a mature warrior."

"Yeah well think of me as being very in touch with my inner teenager."

"Well Your foe is going to get very "in touch" with the real you." Widow said darkly "Have you not been paying attention, she is on a blood hunt. Her focus revolves entirely around your death. From the look of her, I would say she was one of the old ones of the Lycan clans. That means she will be able to track you even in her human guise and since masks do not change your scent, she will find you. "

Xander appeared in the library later that evening. Wearing the change of clothes he kept in his school locker.

Buffy was tending to Giles who was sporting a gash. They looked up to see Xander who right away regretted coming back to the school since they started with the twenty questions about why he looked like hell

"Was looking for Oz ran into something big, black and fast. I didn't come out on the good side of it. If Spider-man hadn't found me it would have been goodbye Xan-man."

Giles nodded "It seems we have two were-beasts out there. Willow says Spider-man was looking for it."

"Well Maybe he'll find a way of passing a message."

"He'd better" Buffy grumbled "Police report a dozen people saw him in a running battle with the thing that attacked Giles. I wouldn't be surprised if he had trouble with it imagine another werewolf."

"Were-panther" Giles and Xander chorused

"So why was it here, and why attack Oz." Willow was worried

"I think it was trying to free him. Something that it mentioned while it was fighting Spider-man. Also it seemed to get really personal about nailing the Spider."

Xander paced over to one of Giles books and began leafing through it.

"What are you looking for " Giles asked tiredly

"Remember I was asking about demon hunters, other sects and stuff."

Giles nodded and pointed vaguely. "The one over there. "

"What's up Xan-man you looking to lease out your pizza fetching services."

Buffy joked

"Or attract some more slayers to the Hellmouth. The last two were totally smoking why not go for the gold again." Xander grinned wolfishly

Xander ignored the tongue Buffy stuck out at him. He paged through the book. In the middle, he saw a design like an hourglass. Black Widow had been wearing one on her belt as well. "Giles who wears hourglass insignia, it looks kind of cool."

"Ah that would be a sect of female mystic assassins. Only one or two are ever operating in the world. They mostly target the heads of demonic sects, priests, avatars and so forth. "

"Oh more Hellmouth help, can we get one? "

"Well Buffy they operate in extreme almost paranoid secrecy so the answer to that would be no. "

"Sounds like a joy, why doesn't the council employ them."

"The sect is matriarchal, I doubt any of its operatives would tolerate supervision by Watchers, especially the kind they're turning out these days."

The Scoobies marveled, this comment was the sum total of Giles reaction to Wesley being there. Otherwise he had been icily formal to the stuffy brit and had made no comment about Faith and her obvious and growing frustration with his autocratic manner.

Molly was running she had been doing that a lot, first from the Wild Dog that was running around. Then from the thugs with the weird faces who had found her when she got lost running from the fog and finally from the thing in black that had dropped amit the weird thugs and killed them mercilessly. A thing that looked and moved like Spider-man. She was resting a moment when a form dropped out of the dark to land on her forcing her to the ground. it growled and hissed reaching a clawed hand toward her face.

"Please don't hurt me. " Molly begged

"Hurt you, we would never dream of hurting you, we need you."

"Need me for what, "

"Why we need to send a message to Father, now please hold still. Writing is hard enough without you squirming."

The next morning Willow and Oz appeared in the library. Oz claimed no memory either of how he had gotten free or of what had happened afterward.

Several people reported seeing a hulking creature roaming the city but it was unclear if this was Oz or the were-panther. Xander found that worried him increasingly.

Even the normally unflappable Oz was agitated and worried. Xander could see the stress in the boys eyes but how to approach him without revealing his own secrets. All of them were jumping at shadows. Giles took a sick day. Moreover, Wesley ordered Faith to patrol relentlessly that night searching for the mysterious were-creature.

That afternoon an invitation came for Oz's band to play at the closing ceremonies for the charity gala. A theme party that was Come-As-You-Aren't. Everyone decided to come out in support of the Dingoes biggest gig to date. Oz RSVP'd telling the messenger that Dingoes Eat My Babies would play if Willow and her friends were allowed to come.

That night they gathered at the concert hall. Their collective past with customs lead them to dress cautiously. Willow came in a lab coat wearing a phony Nobel prize medal, Xander went for a James Bond outfit and Buffy, after enduring a year and a half of jokes about pampered princess Buffy, the Slayer dressed as Annie Oakley. Angel dressed as Buffalo Bill Cody claiming to have seen the man during one of his famous trips to Europe.

As the music flowed around them, Angel sniffed the air and grimaced. "What is it?" Buffy asked

"Were-beast, very powerful, somewhere in the guest hall. Everywhere around us the guest hall must be packed with them."

"Am I the only one who finds that a bit on the convenient side. We have a strange were-beast hanging around town and now one is on the guest list. Someone is sending us a message."

"Dinner is served " Xander muttered archly.

The guest noise swelled and everyone rose to see the guest of Honor. Felicia Hardy coming into the room as if she owned it dressed in a skirt and tunic with a faux fur wrap. But the real change was her appearance.

"That is some awesome make-up job." Xander cried out

She was sporting a look like a creature of the night including fangs and yellow cat eyes

Angel and Xander both stood looking at the model longer then was healthy considering their company.

"What is it about girls in cat customs that reduce grown men to drooling dolts." Buffy sneered, elbowing Angel harder and harder as he stared at the woman longer and longer.

"I gon't know about Angel but Xander watches way too much Japanese Anime." Willow sneered

Xander blinked, the spell broken for a second. "Willow Rosenberg you bite your tongue. It's impossible to watch too much anime. Besides do you see me chasing young nubile schoolgirls in cute outfits. "

Willow snickered. Xander was saved from the blistering sarcasm on her lips by a high pitched squeal followed by whirlwind in crimson throwing itself at Xander.

"Xander Harris as I live and breath you look dashing." Cassie smiled at him and disengaged from him to shake hands with his friends. Xander made introductions and Willow was delighted to know another soul who would be on campus next fall.

"My mom does business with some of the upper-class twits in the room so I had to make the appearances." She whined before gushing over how great everyone looked. She had elected to go with a noblewoman's dress

Buffy elbowed Angel, Are you sure you found girls dressed in dresses like hers boring

They usually didn't look as good as she does in hers." Angel smiled quietly. "Of course Annie Oakley didn't look quite as pretty as you do." they stared at each other an uncomfortably long time and Xander and Willow spirited Cassie off to meet Oz.

Oz according to his band mates was taking a break. "Better grab him fast I saw that Felicia chick heading out on the balcony after him." The lead singer Darren said snidely

Willow moaned and headed out the door. There on the terrace, Oz and Felicia were indeed talking but catching sight of Willow and company Oz quickly excused him self and headed toward them. "I'm glad to see you guys." he smiled

"Should I be worried you're hanging out with a famous super model and all" Willow nervously joked.

"Why go after a model when I have a Nobel winner on my arm." Oz smiled

Felicia walked up to the group and Oz introduced them. She shook hands with all of them stopping a moment when she shook hands with Xander.

"I thought I recognized you, you were at the show last night, and you take the Spider-man pictures. The shots of my web gown were exquisite."

"Yeah awesome I didn't even know Spidey could do something like that."

"Yes, Perhaps Spider-man will grace us with an appearance tonight."

"No I'm sure he's off saving lives or catching up on his reading."

"He should study Russian authors. I find Crime and Punishment to be very inspiring."

. Cassandra smiled thinly. "A well read Super model, will this town never cease to amaze me" The women were introduced and as they spoke, Xander could not help but notice a disturbing level of tension in their speech. "You have such depths Ms Hardy."

"We all have depths Ms. Webb, scratch the surface of any man and the you never know what you might find."

"Oh but such discoveries are far from random, if a man seems a beast it is because of the beast lurking within."

"There are all manner of predators, entering their territory one must always take care."

"But even the deadliest of predators can be brought low by arrogance in the hunt."

Hours later, Xander was still trying to figure out why Cassie and Felicia seemed put off by each other. Neither would speak about it and both acted perfectly polite when in company but there was a kind of tangible thing in the air.

Finally the master of ceremonies called the room to order and introduced Felicia once more. She stood at the head of the hallway and smiled glowingly. "I want to thank all our many partners and friends who made this gala event possible. Sunnydale is a wonderful town filled with opportunities, Opportunities for growth and family."

Wait staff circulated, handing out wineglasses to everyone. Felicia continued "I want you all to raise your glasses. Join me in a toast to the glorious future that your generosity has made possible."

Angel sniffed at the wine and went paler then normal. "Don't drink it." he hissed.

"To the future." The rest of the room chorused and drank deeply. A shiver seemed to pass through the room as low growling started that slowly rose to a crescendo.

"What the hell?" Cassie said looking around

Angel explained as he shed his jacket. "It was were-blood, very old, very potent. In humans It can cause temporary madness and delirium."

"And in were-beasts?" Buffy said looking around the room as some men and woman began swelling and tearing at their gown and suits.

"They change regardless of what phase the moon is in."

The hall dissolved into chaos. Buffy and Angel fought their way to the stage where Felicia was standing looking down amazed at the sight in front of her.

"OK team we know the drill." Buffy said commandingly. "Willow Xander get Ms Hardy and Cassie to safety. Willow contact Wesley see if we can get Faith down here right now."

"I saw a secure office with a door lock we can call from there." Cassie said

"I'll stick with you both, I'd feel safer " Felicia said fearfully

Buffy snickered cruelly. "That's a good move, Angel you got my back?"

Angel nodded and began briefing the rest on what they would need to know. "Its were-beasts, fast, strong and savage. Don't hold back because they wont hold back on you, the humans we can knock out but you are gonna have to go postal on the beasties."

Buffy nodded grimly. "Alright people lets move it. " They separated with Cassie leading the way to the office. They arrived and Cassie showed them the telephone. Felicia was still agitated and she suddenly darted away Xander cursed and offered to go after her. Willow nodded. He was of course hoping for an opportunity to change into Spider-man.

"OK we'll barricade the door and make the call to Faith. You find the beauty Queen and try to being anyone else in their right minds back here." Willow said calmly

Xander nodded and they separated he moved through the surging crowd letting his spider-sense steered him clear of danger. Soon he saw Felicia headed toward an elevator and sprinted toward her. Catching up to her, He pushed her ahead of him into the glass walled elevator. The doors sealed shutting out all but the sound of pounding and howling as mad men and were-beasts tore at each other. Xander pushed the button for the top floor hoping that a solution.

Felicia looked at him oddly "Why the top floor." She asked

"Because the beasts are heading downward, this way we run into less of them. I'm going to get you back to the office area then see if I can get help for Buffy and Angel."

"I have not been this scared since my Brother was killed" she said

Xander answered in a distracted voice. "Your brother died, that's sad."

"Yes it was he was my life, everything to me, when I found he was gone I went a bit insane."

Xander smiled "Well that happens "

"I swore that if I found the person responsible for his death I would make them pay." She hissed

"Well vengeance blackens the soul ma'am, you'll end up being consumed by your hate long before you ever meet the person that killed your brother."

"I might have agreed with you except a young cub of his pack was very helpful, he told me how Spider-man and a dark haired Slayer stormed the nest they called home. That Spider-man and my brother were fighting. That Spider-man came back alone claiming that some zombie like demon killed him."

Xander's blood ran cold.

"Is that fear I smell, Spider-man fear of my vengeance You know You are very good at the deception you don't walk like him or talk like him but the smell, Spider-man, the nose never lies, never."

Xander backed against the wall as Felicia began changing. Her costume was no costume she had somehow frozen her transformation midway. She freed that change now and her beast-form took over.

"I knew I couldn't get close to you if you know I was coming. But, you crave the attention of the pathetic herd. If you thought you were doing a public service, that would draw you to me. Once I had your scent, I could track you anywhere."

They circled each other, Xander wishing that the danm elevator would move faster. Suddenly the Were-cat lashed out grabbing at him and slamming him against the glass wall. It cracked with the force of Xander's body.

"Did you make him beg for it Spider-man I know he made you bleed, did you play with him. Did you offer him any mercy at all before the end." She screamed and lashed out Xander caught her fist but the blow forced him though the glass anyway.

Grabbing on the housing of the glass elevator he flipped to the top and crawled up the wall faster then the lift could move. Reaching the top he shed the tux and donned the rest of his uniform. If he was going to fight for his life tonight, he was going to be dressed right.

A tearing of metal and cries of bestial anger announced that Felicia had grown tired of waiting for the elevator to reach him. The were-cat pounced on the rooftop

"Let's finish this, I grow tired of the games Spider-man." Felicia snarled

"Oh come on how about one more, Follow the leader. " He fled across the rooftops leading the Lycan away from his friends and leaving them in relative safety.

"You can't escape me murderer, I can track you where ever you flee."

"What was with the blood in the wine trick "

"A taste of the power and freedom of the beast nature; a gift for the mortals and chance for my brothers and sisters to revel in their true nature. I knew the chaos would being you running you yearn for the cheers of the sheep, wallow in their adulation."

"Plus you were hoping that Oz would come over to the dark side with you. I saw you two at the party. You revealed yourself to him but he rejected you. He wants his humanity his real life."

"The beast is his life to tell himself anything else is to deceive himself."

They reached a roof several blocks from the building and Spidey decided to make his stand here. He landed on the roof and reacted instantly to the scream from his spider-sense as he caught the Were-cat in mid air and hurled her to away from him.

"You killed my brother, in cold blood."

"Lady your brother attacked me, and was about as reasonable as you've been."

A scream cut the night. Spider-man wiped his head around and saw a young couple scrambling out of the way. "Why is everyone in this city grabbing a quickie where I'm having a fight to the death."

An access door exploded open and Black Widow came sailing through. She grabbed the scared couple and pushed them through the door.

"SO you two are working in concert Assassin " Felicia snapped

The Widow smiled cruelly "No, a fight this good shouldn't be watched by anyone who won't appreciate it." She said coldly.

They traded blows across the roof. This fight was different. More serious, he sunk himself completely into a zone created by his spider-sense bathing himself in its prompting. Every step she took was read, every punch telegraphed, every breath anticipated. When she scored hit it was by sheer chance. Felicia screamed and charged Spider-man who leapt over her, grabbing her fur as she passed. Landing he snapped his weight forward and slammed the were-beast to the concrete rooftop. His impact webbing entangled her until she was helpless.

"Now that you have a chance to cool off who told you that I killed your brother I didn't even know him "

"Yes you do," Black Widow said casually "He was alpha to a pack of were-beasts that arrived here weeks ago."

I thought so, listen sweetie, you can believe this or not but Your brother was killed by The Punisher. If he hadn't been trying to beat the tar out of me at the time I might have been able to save him."

"Lair, Donnie confessed that you were with him when he died "

"Did Donnie also mention that he was being attacked by a vampire Slayer at the time, Faith."

"Why would the slayer allow the were-beast to live."

"I stopped her, she wanted revenge for the death of her Watcher. She never said anything outright but I'm thinking your brother was doing a favour for Kokistos, that name mean anything to you

"It does to me " The Widow nodded gravely " if your pack brother made a deal with that That pig Kokistos his life and the lives of all who supported such folly would be forfeit."

"Never he wouldn't dishonor himself like that "

"I don't know the truth but Faith was running scared of Kokistos when Donnie contacted her. it's a little too co-incidental that he tried to take Faith on the same night that Kokistos killed Faith's watcher."

"This Donnie was alive to speak of what he knew only because of Spider-man. If he truly murdered your brother as you claim then why allow Donnie to live and potentially carry the tale of his crime to ears that would seek vengeance think rationally if you are able beast."

The female were-cat began to weep. "My brother, my brother, what did you do, what shame did you bring on our clan by your dark actions."

"Kokistos is dead killed by Faith and Buffy. Your brother was killed by The Punisher, I'm not sure if it's right but from listening to you guys talk I'm guessing it's the closest your going to get to real justice."

"Except for the shame I bare for my actions, my life is yours Spider-man."

"You're joking right."

"She is not and if you won't take her life then I surely will." Black Widow stepped forward leveling her blade.

"No way BW, I don't do wet work, and its doesn't get done in front of me "

"Then turn your face if you lack the stomach. She knows who you are she can track you or anyone close to you she could well decide to renew her vengeance against them."

Spider-man bent down so that he could look at Felicia. "She is right about that you know who I really am, so you should know that one of those I'm close to is a Slayer in fact both of them , and besides them is the most sadistic vampire ever to walk the earth. If this really isn't over you can bet that there's no limit to how fast they will come down on you if you bring this fight back to Sunnydale. "

"Your letting her go after she tried to kill you twice " The Black Widow sounded mystified

"She has the truth now. What she does with it is her problem. Living with my choices is mine."

"I don't have that problem "

"But you will have a big problem if you don't stand down, I promise you I will fight twice as hard to keep her alive as I did to stop her."

"You're serious, fine then, Lycan your life has been spared tonight take that as your proof if his honor and go."

"I'd also appreciate if you left Oz alone he has enough to deal with."

"The beast is inside of him, deny it all he wants. One day that beast will rage and those who rely too much on his humanity will be its first victims."

"He would never hurt those he care for and we would never let him "

Felicia laughed sadly "How little you understand the beast, it can destroy without killing Spider-man. Remember the credo, Beasts we are, lest beasts we become."

She would say no more and eventually Spider-man and the Widow fled the rooftop. Him swinging though the night her bouncing from rooftop to rooftop.

Finally, he arrived back at the concert hall. Police and firetrucks betrayed that the crisis was over.

"You know you should have killed her." Widow said darkly

"Not the first mistake I've made since putting on the webs and it won't be the last but it will be one I can live with."

"Today at least."

"Oh you mean you think I might regret it later."

"I assumed that went without saying, I was referring to the my choice to let you live for now, for some reason your powers don't seem to be overwhelming you if anything they enhance your selfless and heroic tendencies."

"So I passed another test."

"Allowing me to kill her would have certainly told me much, about who you are. What you are becoming. I leave you Spider-man, continue to impress me and I'll continue to suffer your existence, but I have my oaths, oaths as serious as the Black Cat. "

"You could have the wrong idea about me, like she did "

"We will see perhaps the coming Ascension will allow you to prove me wrong "

"Ascension what do you know about that?"

"I know that it is coming, I know who plans for it."

"And "

"AND one of the Spider-men I executed was seduced to the dark side by one who wanted assistance with his Ascension. You'll forgive me if I await the outcome of this one before I declare you worthy to bare the burden you've been given."

With that she vanished into the night Spider-man found his clothes and Xander descended the steps to meet his friends.

"Xander where the hell were you."

"The roof, Felicia was The Black Cat, she attacked me but Spider-man showed up and they went racing off."

Buffy was pensive "You know I got a funny feeling from her from the start."

Willow smiled proudly "Spider-man saves the day again, did you get pictures."

"Now Willis, You know my only thought was your safety."

Willow snorted "Well you can help us now, your friend Cassandra went missing. I hope she's all right."

They gang searched the crowd and eventually found Cassie who had gotten herself trapped in an elevator while looking for Xander. In light of what she had seen they gang decided to trust her with the truth about Felicia, which she found shocking.

"So what are you guys , like the famous five or something."

"Actually its called the Scooby Gang and yeah we do seem to run into more then our share of the weirdness that infests this town." Xander told her

Cassandra laughed "You know, I sensed something about Xander when I saw him the other day. " she said to the girls.

Buffy smiled at the girl "Really, cause my first impressions was that was nice but clumsy, He tripped and fell when he first saw me."

The girls shared a laugh as they headed to the ground. They ran into Giles and Wesley arguing fiercely. Faith looked miserable.

"What's with you guys we came out on top. " Xander asked

Wes sneered, turning to Xander he prodded him with a finger. "Mr. Harris I insist you tell me where this Spider-man of yours can be found."

"Sorry old man, trade secret, I don't find Spider-man I just get lucky, a lot."

"I told you, He isn't going to give him up without knowing what going on." Faith said looking at him pointedly.

"What's going on is attacks."

"Yeah by the Black Cat."

"Oh no not these, the witnesses report that they were harassed by Spider-man." Wesley said pointedly.

"By Spider-man or something that looks like him." Giles said tiredly

"Can I see?" Xander asked

Wesley produced a sketch. "This is what the victims claimed to have seen."

They all took turns looking at the picture. Angel and Faith both seemed upset casting veiled glances at Xander. Willow looked doubtful but it was obvious that she was relieved the pressure was off Oz. Buffy growled that she would make this top priority. When he finally got the sketch, he saw why people thought it was Spider-man.

Save for the demonic appearance of the face it looked exactly like the Web-Slinger. Xander cursed his stupid choice to avoid telling his friends his secret identity. Could this really be him? Had he blacked out and unleashed some terrible demon ...surely it couldn't be him ...but if it was then he was in danger for if Black Widow did not kill him then Buffy surely would

I know what you are thinking Joyce, this is getting way too complicated. Well I agree. When the answer presented itself it was so simple everyone felt stupid for jumping to conclusions. Unfortunately by the time that happened, the Scooby Gang was coming apart, right when Sunnydale needed us the most.