"I'm sorry can you repeat that?" Fury turned to the team. He was vaguely aware that Mills was talking on his earpiece, probably doing exactly what he had told him to do. He'd heard the man fully the first time was just having trouble believing it. He turned to the command crew "Alright listen up! I want access to every satellite available, I don't care who it belongs to, that can takes images or readings of LA. If the International Space Station has a view I want to know about it."

Suddenly static broke out on his ear piece. "I've lost my connection to Agent Mills, somebody get it back." He turned to Hill "If Stark bothers to call before he puts that damn suit on and tries to fly into this I need you to talk him down."

"What about Rogers and the others?"

That made him pause. "Bring them in on what is happening, word is going to spread pretty quick. Romanoff and Barton are off on assignment but they might as well get it from us. " "And the..." Hill paused before looking at Fury in disbelief. "Do we really have to call them Scoobies sir? Seriously?"

"Are you kidding? It's one of the best cover names ever. Who would think that a real life supernatural unit would call themselves that? Get hold of Faith see if she knows anything of it. If it is quiet there she may have to go in."

Former Chase mansion

"Come on girls put some effort into it!" Faith moved amongst the sparring Potentials. What had been the remains of a probably once beautiful garden had been cleared to create a patchy green sparing ground. Considering many of the Watchers that had survived seemed adverse to sparring they were struggling to give the girls practice fighting anyone taller so the pool that was on the side of the house had, to the chagrin of many, been left empty. Xander had also suggest they use it for running up and down. The fact he suggested it in public made Faith suspect he had only done so because he wanted to stop of all the dreamy/hungry looks being thrown his way by the Potentials.

Sighing Faith snapped back to what she was doing. Stopping two of the girls, while trying desperately to remember their names, she modified the stance of one of them before nodding at them to continue.

"Yeah come on you maggots!"

Faith turned to Kennedy who was getting in the face of another pair of Potentials, abandoning her sparring partner. Frowning Faith moved her way over to the upstart, trying to figure out the best way of handling the situation. It wasn't the first time she'd noticed the girl try to exert some non existent superiority. And Kennedy wasn't the only one to do so either, though some seemed to have a legit bases behind their behaviour.

"Hey Ken I need to have a word with you for a sec."

"Okay fine."

Faith nodded then went to make her way back to the mansion, trying to figure out where would be the best place to have this conversation. She needed the girl to feel comfortable but she didn't want some REMF of a Watcher... She stopped realising she wasn't being followed. Puzzled she turned around to see that Kennedy still standing her ground, arms folded and with a large smirk on her face.

"What is wrong with right here? What, you going to shank me? That's what they call it in prison isn't it?"

Faith stilled, her secret had gotten out, she knew it would but god damn it she had started to make a good impression on some of the girls. "I wouldn't know I was too busy doing the redemption thing, trying to learn a bit of humility. Where did you get your drill sergeant impersonation from, reruns of Full Metal Jacket? I think you would look good with a buzz cut."

Kennedy's nostrils started to flair so badly Faith thought for a second the girl was about to charge her. Internally she kicked herself, so much for taking the high ground and showing she had matured. "What you going to tell on me. Run crying to Buffy?"

Stumped Faith looked at the snotty upstart, part of her wanted to stomp off, part of her wanted to bend the smug bitch over her knee. But then the little snit would probably run off and tattle to the Watchers. "You want to do this public fine. Not only don't you have the right to talk smack to these girls, but considering you may need one of them to have your back someday you're being silly doing so. Or if you want me to put it simpler get your stick out of your rear and get back in line. "

The giggles coming from the rest of the girls were silenced by the look Faith gave them. "As for the rest of you I don't care how much more training you have then the girl next to you, end of the day you're in the same boat. There's no middle ground in battle, either you float together or sink individually. You see someone has a chink in their armour have a friendly word with them in a break or better yet a quiet word with whoever is giving instructions. End of the day we're the ones responsible for getting all of you up to scratch and keeping you alive."

Folding her arm's Kennedy gave the Slayer what was probably supposed to be a condescending look. Faith though she looked like she was trying to keep in a fart. "Nooo that's a Watcher's job."

Snorting Faith looked around the gathering Potentials then back to Kennedy. "And can you tell me how what the average life span of a Slayer has been all these years with only a Watcher to train them? No? Or how about how to recon a cemetery? Or what about the second type of vampire then?"

That got the Potential riled up. "What are you high? There is only one type of vampire."

Faith turned again to the watching crowd. "Anyone else want to fill in the blanks for miss know it all here?" They all looked puzzled at Faith who looked back at them with dawning horror. None of them knew, it wasn't just a coincidence that her and Giles had the same hole in their knowledge. Shaking herself out of it she cleared her throat. "Alright everyone gather in and take a knee, have a seat or whatever." As they did so Faith took a breath, okay she could do this, they give pep talks in movies all time so it can't be that bad.

She was about to speak when her phone rang, not wanting to loose her focus without looking she hit the cancel button. "Okay so you all know about the demon kind, bumpy forehead, yellow eyes, have to get someone to drink their blood to turn them. Now the second type are a lot more subtle, only thing that happens is their fangs drop down. Holy water, crosses don't do squat, you got to use silver to the heart to taken them out or behead them. And they don't need to give someone their blood just have to bit them and not drain them dry."

This time it wasn't Kennedy who piped up but another little princess by the name of Brenda. "Ohh please if they existed then how come none of us have heard about them. What you discover them yourself?"

Faith shook her head, "honestly I thought it was bullshit at first as well till I ran into a whole bunch of them." He phone buzzed again. "God damn it." She made to turn it off again then looked down at the number. "Speak of the devil." She looked it at the girls then put it to her ear "Blade excellent timing I was about to talk about you. Look this might sound weird but…"

"You mean weirder then LA being under a fucking eclipse?"

Frowning Faith automatically looked south then up at the sun, sheltering her eyes "What what? How can LA be under a fucking eclipse? We'd be under it as welll, or part of it or something."

"You fucking tell me."

Faith looked to the sky again then down to her phone. At the top of the screen she could see a missed call and message waiting. With trepidation she opened the message and felt her mouth go dry. 'Sit. developing in LA, contact HQ. C'

"Umm hello Faith is everything okay." She looked around at the faces looking up at her, even Kennedy seemed to have clicked on that something was wrong.

Slowly she put her phone back to her ear. "I'll let you know when I have something. You still on the coast?"

"Vegas, taking care of some business. About to get on my bike to head to LA."

"Give me 20 before you do. Can't have you crashing when I call you back." She hung up before looking back at the girls, making a snap position. "Alright everyone back to training. Zoe, Jan you keep an eye on everyone."

"Hey that's not right I demand…" Kennedy stopped as Faith got right into her face. "I'm going to make this quick Kennedy as I don't have time for your shit right now. You may be right be thinking your one of the best trained ones here but until you learn some fucking humility I ain't trusting you with shit."

With that she headed towards the house, noticing one of Traver's turtle necked minions looking on. "Miss Lehane if you have to leave the girls surely… "

"Shut up and get inside I need that tweed brain of yours. The rest in their?"

"Well yes but …"

"Good tell Willow to start up her computer and start trying to figure out what the hell is going on in LA. And start looking up anything that can cause eclipse like effect"

"LA? Eclipse? What do you mean…" she gave him a look that could have melted steel. "I'll get right on it."

She sighed as he scampered off. Picking up her phone she called the missed number to be greeted by Fury's sardonic tone. "Faith so good of you to call back. I was hoping you may be able to tell me…"

"Why LA has gone dark. No clue I'm about to get the brain trust onto it. Take it your doing the same with your geeks?"

"I've even got Richards looking into it, wouldn't surprise if Stark is doing the same. At the moment we're somewhat at a loss, we are struggling to even connect to Agent Mills. "

Running a hand through her hair she made her way down the corridor. "Okay, look you guys are probably going to have more luck getting through with your gizmos then us. Forget about Agent Mills your first contact has to be in Angel Investigations, or I guess even better get hold of Mills first and tell him to load for bear and head over to the Hphyerion Hotel. That's were Angel and co are based out of. Their a…" Okay how was she was going to explain a re-souled vampire to Fury, hell should be explaining any of it to Fury? It was bad enough she had just put him on SHIELDS radar if they did not know about him already. "I guess you would call them a friendly third party. Kind of like Blade and Whistler just minus the guns. I actually just got of the horn with Blade and he is going to be making his way to LA as well so I guess it is going to be a bit of a reunion."

That caused her to pause as she tried to figure out Fury's response to the situation. "Oh god you're not sending in Steve are you? I don't care how many Nazis he pin balled his shield off of there is no way he is ready for this shit storm. Everything with fangs and claws must be going ape shit there at the moment."

"For now Steve is on standby where he is going to stay. I'm going to send you the Quinjet we have hidden away up by Simi Valley in case of emergencies, they'll wait for you at Fort Sunnydale. The base commander has been given your details. With any luck they should be able to drop you off close to this hotel once your ready to go in. Even of anyone sees you with all this confusion I doubt anyone will believe them. Agent Garrett and his team will get ready to move out on the Bus as reinforcements but I'm not sending them in till I have an idea what is happening.

Sighing with relief she opened the door to the study which had basically become Watcher HQ. To her surprise they seemed to be focusing on a map of Sunnydale and drinking tea. And there seemed to be a certain red head missing. "Okay what the fuck?"

"I'm sorry?"

She cringed as she looked back down at her phone. "What? On no sorry I didn't mean you. Look I'll call you back once I have something."

Putting down the phone she looked around the room, to see Travers making his way over to her, putting his cup down on a side table. "Ahh yes Miss Lehane please come in Mr Wilhelm was just bringing us up to date."

"Really cause from the looks of things you're all staring around doing nothing. And where is Red? I thought she would be making with the computer stuff by no cause you guys were too cheap to fork out for a tv so we can see it on the news.."

Giles frowned and took off his glasses. "I take it something rather major has happened, something that Mr Wilhelm here …" he looked up at the Watcher who justifiable squirmed … "was supposed to tell us about?"

"Just an eclipse over LA, started a less than 30 minutes ago. If turtle neck over there had done what I told him you'd already know that by now. I've just got word from a couple of contacts about it asking if we had any ideas. "

The head of the Watcher's Council, or what was left of it, clasped his hands together. "By other contacts I take it you mean your masters at SHIELD. Rest assured we will look into it but we cannot let other know of what resources we have on hand or what are findings are. If this is a supernatural matter that is worthy of our time appropriate actions will be taken."

"You of all people don't have the right to accuse others of trying to play master and servant, and those goes for the rest of you as well. As far as I can see the only one who knows what he is doing is Giles. " She stepped right into Travers' face, trying her best to keep some resemblance of civility in her words "Let me make it clear to you, innocent people are dying and some good people are about to go in to try and help out. Now either step up or shut up and let those who give a shit get on with it." She looked around the room, "now can any of you tell me where to find Red or B?"

Strangely for a second Giles almost looked like he was, well, proud of her. "I believe there upstairs in the room their sharing, first door on the right."

Blinking Faith nodded and made her way out of the room. She was already half way up the stairs when it occurred to her she probably should have said or done something more before she left the room. Shaking it off she found herself in front of the right door. "Willow, Buffy I need to speak to you both for a sec, something bad has come up."

"Come in." Willow was lying on the bed with her feet up with a book underneath her, Buffy was curled up on a chair with a cup in her hands. It all would have looked quite innocent if it weren't for the sheathed sword in the corner. There was a map of Sunnydale lying in the floor between them but unlike the one down stairs it was covered in writing and circles. Also unlikethose downstairs both girls also had bags forming under their eyes. "Hi Faith whats the sitch? I imagine it must be pretty bad if your using our full names."

Huh she hadn't even realised she had done so. She repeated word for word what she knew and she had told the Watchers downstairs. "I tried to be civil but Travers kind of makes it impossible."

"Yeah I figured as such." Buffy rubbed her forehead before reaching for her cellphone in her bag. Dialling what turned out to be the number for Angel, Faith listened to her leave a message as Willow typed grabbed the laptop beside her and opened it up. Hanging up the older Slayer looked up at Faith, "Do you know what that Shaft wantabe is going to do or has he already made a move."

"He's got a Quinjet heading to the army military base they're if end up needing a lift end." Nervously she took in a breath of air. "I told them about Angel, like you I figured if anyone had an idea what was happening it would be him. And considering how much about everything already I figured he probably already knew about Angel. Ohh and another guy I know that goes by Blade is on his way there as well from Vegas, he's well … complicated. I guess you can call him a free lance vampire slayer but he usually specialises in VVs, the other type of vamps that Fury told us about."

"VVs?"

"Virus Vamps, you know the other type of vamps. Fury said that he told you about them? from the way it was explained to me it is more like some really fucked up mutating virus rather then something demonic."

Faith watched as the blond Slayer started pacing. "Catchy, does he know about Angel as well?"

Thinking back over her limited conversations with the guy she shook her head. "No and as much as I would love to be a fly on the wall when the two of them meet I don't think the middle of a crisis like this is the best time. The guy is definitely more of a loan panther type, and not in a Bagheera kind of way." The other two looked to her in confusion, which surprised her slightly as even she had managed to see the animated movie on tv.

"I think the animal your looking for is a wolf but that is neither here or there." Buffy looked over to Willow who had gone back to her screen. "You find anything there Willow?"

"It is still under an eclipse which definitely hinky, there is are also a couple of reports about sudden there being allot of falling burning ash, like from a major fire or something. Just no mention of the fire itself. But I don't get it. I mean if it was the First wouldn't it hit here first? Could it be some kind of distraction?"

"Does it matter? Vamps must be having a field day. And what if there are more girls trying to get to us?"

"Faith is right." They both turned to look at Buffy. "Even if it is not being done by the First it can't be natural. And with no way of knowing if Angel and his team are ... are out of play we can't just leave it be."

Buff's words stirred something in Faith, something that she was starting to recognise as different to her old party hard, get some get gone approach. Purpose. Resolve. "I'll go, I owe the guy, besides SHIELD are getting ready to sending a team in to link up with their people on the ground. No doubt there amongst the best against humans but there not ready for this shit storm." Shuffling her feet Faith tried to keep her emotions down."Besides someone let slip about my time behind bars, might not be a bad if I slip out for a little bit to let things settle." She eyeballed her fellow Slayer, trying to convey how serious she was taking this without sounding melodramatic. "If there still standing I'll find them, if not I'll find whoever is responsible and make it wish that they were." Well without sounding too melodramatic.

"You should take Willow with you."

"Wait what?" Looking across at Red Faith couldn't help but think this was probably the first time they'd been in agreement on anything.

Smiling slightly Buffy looked across between the two. "If whatever is causing this is magical then it stands to reason it may take magic to undo it rather then just making with the slayage and breakage."

Thinking it over Faith shrugged. "Sounds reasonable to me. It couldn't hurt to have some magical backup. But I don't know how there going to take the idea, I mean Fury may know about Slayers and demons and stuff but straight out magic may still be a bit of a stretch. I'm not even hundred percent he buys the 'in every generation line' about Slayers, definitely haven't heard him how use the m word." Scratching her chin she thought about how SHIELD preferred to operate with outside individuals. "Could just say your a consultant like Stark but, like, in the occult."

"That'll work, uhh I don't suppose there's any chance I'll get like some sweet consultancy bulah is there? It's just that cash is a bit tight right now for, well, everything. For an ancient organisation the Council seems to be guarding their purse strings like there the Crown Jewels."

It took a second for Faith to realise that there was no real objections coming from the girl she once had tied to a chair. "Yeah I'll a ... I'll see what I can do. Start putting your gear together I'll find out how long till our ride will get here."

Willow sat up on the bed, running a hand through her hair. "I keep an emergency bag ready to go, guess I can see what else I can fit in. But aren't we forgetting something? Or shouldn't I say someone?"

Lifting an eyebrow Buffy asked "You mean Johnny?"

Faith cleared her throat, trying to hide how nervous the guy still made her watchers may have been sceptical about his claim about being the Devil's, or at least a demon's, personal hunting dog but the bit about sensing evil had terrified her. Even though he hadn't reacted to her she still let out a sigh of relief when he said he'd stay at the motel in case any Potentials turned up there. It was a good thing he had having already saved one girl from being butchered in her room.

Thankfully Buffy saved her from needing to answer. "He probably already knows. He has no allegiance to us so if he goes he goes. Though it would be good to still have another major hitter in town then just Spike. I'm just glad the two never meet. I don't think that chip of his exactly gives him a I''m-not-evil pass."

Letting out a short laugh that even sounded brittle to her ears Faith pulled out her phone. "I'll let SHIELd know we're going to need a lift. We'll swing by my place on the way ... I've got a couple of toys I need to pick up."

One hour later.

Willow's mouth dropped open as the Quinjet landed. "Wow that is a seriously a cool toy. Have you been on one before? What about the flying aircraft carrier?

"Answer to the first question is yes, the second is no." Turning to Willow her mind played back the conversation they had at the Summers' house the night of the fire. "I wouldn't let on that you know about that either. These guys take the cloak and dagger stuff seriously." There was something else that Willow had said that night, something about doors that was bugging Faith but before she could ask the ramp lowered and they climbed on board. Putting her bag down she went to check on the pilots to get the lay of the land. Turns out the eclipse, or whatever it was, hadn't quite reached there base but it definitely didn't seem to going anywhere. In case there ability to link to GPS turned out to be wonky she gave them the longitude and latitude of the hotel that Willow had been able to work out. Sitting back down opposite the witch Faith tried to avoid awkward the silence by gearing up. After the tunnel fight they'd made modifications to her shoulder holster so she could have her sword sheath attach and put it all on in one move. Next went on her belt with her bayonet & wooden knife, both flanked by spare ammo for her M27. "Your not carrying the knife that the Mayor gave you." Pausing for a second Faith looked up at the redhead, as she put on her belt. Sheepishly she reached back in to her bag and pulled out the knife in question, already sheathed in her thigh holster. Willow's face got pale but then start to regain its colour as she quite visibly tried to regain control of her emotions, even been able to go as far lifting an eyebrow, "You know (she said in a voice that was still raspier then normal) if you were a guy I'd say you were trying to over compensate for something." Snorting Faith looked down at herself, she had to admit the amount of heat she was packing was probably a bit much. Maybe she could get some silver inlaid into her wooden knife and drop the bayonet? She couldn't bring herself to leave the knife Wilkins had given her for reasons even she found contradictory. On one hand it was a reminder of how far she had fallen. On the other finding out how rare the metal it was, that it was the same as Steve's shield, had thrown her for more of a spin then she cared to admit. Did Wilkin's know what it was worth when he gave it to her? Did he really care for her? "Guess you could say I like to be prepared. I can keep it in the bag if you prefer." "As long you don't start stabbing innocent people with it we should be good."

Instinctively Faith's head shot to the open door to the cockpit, relieved that she could see that both pilots had their headsets on.

"What your new besties not know what you are? What you did?"

It took all of her self control for Faith to stay in her seat. "You forget that they got me out of prison, one that I could break out of anytime. So yeah some of them know the full story, others have probably guessed but lets just say I'm not the only one in SHIELD who has red in their ledger that their trying balance out."

Surprisingly Willow got a contemplative look in her face "I don't think it is supposed to work like that Faith. I wish it did, even if it balances off the red in someone else's."

"The red in someone elses? I don't think I follow... did someone do something? Are you talking about revenge?" Suddenly she thought back to when she had swapped bodies with Buffy, The new girl, the one she hadn't seen since she got back, - loose blond hair, greenish top, nervous looking. Oh gods what had been her name? "That girl that was with you in the Bronze, Tara." The downcast eyes was the only response she needed. "Ohh hell Red I'm sorry. What happened?"

A look flickered across Willow's face that sent sent a shiver down her spine. The easily flustered girl she remembered when she first arrived in Sunnydale was not capable of such a look. "Wrong place, wrong time. She was shot by this guy Warren who was obsessed with Buffy, on top of being a misogynistic sociopath. "

Sighing Faith leaned back in her set, resting her M27 across her lap. "Buffy does seem to attract them. Willow..." The potentially murdering witch looked at up at her. "I wasn't just saying sorry to be nice. I'm not trying to say I know what you've gone through, hell I've never even had a proper ..." Faith looked down, biting her lip. Get some, get gone had always been her approach to sex. Hell it was her only experience with it, including what happened her first time. Bastard had already start bragging about it to his friends as she made her own way home.

"Faith." She looked up to see Willow looking at her something suspiciously close to sympathy showing on her face. "Thank you."

Just nodding her head Faith rose from her seat and straightened her jacket. "I'll go see how long we'll be."

"We're only going to LA Faith. If it makes you feel any better I could go back to hating you."

Smirking Faith held up her hands in surrender and sat back down till she was called forward. A lack of GPS did not seem to hurt the pilot's ability to find the hotel. The route had been plotted in and with their speed they knew how long it would take to get there. The biggest problem was where to land, the sky might have been dark but the ground was not. Looking out the cockpit Faith could clearly see a couple of fires and there was still cars on the street. Gnawing on her bottom lip slightly she weighted her options. With a slight smile on her face she looked over to Willow who was standing beside her taking it all in.

The witch was obviously slightly nervous but not as much as Faith was expecting. She had always known the other girl had a bit of backbone to her but thought going into the unknown like this would make her a bit more apprehensive. She wasn't even clutching her bag hard from the looks of her knuckles. "Please tell me your packing at least a stake in that thing?" Willow gave her an 'ohh please' look and opened up her bag to show two of them nestled at the top. "That a girl. if we're not able to land may have to jump with you bridal style, hope that is okay."

Now that seemed to startle Willow slightly, it also seemed to lead to a blush appearing on her cheeks. "Um I guess if there is no other option."

Turns out it wasn't needed. Agent Mills and his team had blocked off the street, there was so much confusion going on that there was no one to stop them. Thankfully they'd managed to get in touch with the Quinjet before it landed otherwise things could have gotten interesting. Faith had no idea how she would explain things, let alone be able to live with herself if she had accidentally mowed them down. From the way they they look at the Quinjet she half expected them to ask to be airlifted out, she wasn't sure she could blame them. The Irish accent did take her surprise though, enough that it took a second for her to catch on to what he is saying. "...was about to go in and see if anyone was home."

She blinked. "Yeah best get off the street. Ohh and this Willow Rosenberg, Willow Agent Mills." As the two gave each other a nod she eyed up the door, some how they seemed a lot bigger then last time. With a sigh she went up the stairs and pushed the doors open.

AN: I couldn't help but put in a Jungle Book reference. Johnny Blaze will pop up again properly, I'm just trying to get the plot moving.