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Thank you to everyone who has favorited, followed or reviewed this fic so far.

And thank you to Brainstorm Sorcerer for his help again.

Chapter 5- Devil vs. Slayer

Strange was back in the Sanctum now, assessing where Apocalypse or any of his Horsemen could be via the Orb, shaken up from all that he had seen and found out about.

Empowered by these Old Ones? Sure they were not the most powerful beings in the Universe, but they were powerful enough, and now a former Sorcerer Supreme who had turned into one of the most evil and powerful threats awakened and empowered by them….the current Sorcerer Supreme shuddered at the thought.

At the Avengers Tower, some of the other heroes were gathered, taking a small break as the disasters had stopped for a little bit, probably Apocalypse deciding to move onto something more dangerous.

Unseen to them, the "locust" was flying through the compound. Not even Matt could sense it due to how well it was hidden by Ethan Rayne's skilled magic use, not to mention the great power he now had by being the Horseman of Pestilence for Apocalypse.

Ethan was on his end, seeing the whole thing through his locust, pleased by what he felt as he informed his master of the fear amongst all of them. "It is delicious."

He sounded creepy when he said it, his new appearance with the bees and locusts hovering around him or coming out of his mouth making the entire sight unsettling for anyone who witnessed it.

Other than his master or any of the other three Horsemen that is.

Plus his head opened up to show his brain as well.

"Feast on them, my Horseman. Turn them on each other." Apocalypse then turned away to focus on other matters.

Ethan Rayne did serve Apocalypse now, but he was not one to let go of his own grudges either.

"I know the perfect one."

Some of the heroes were in the training room now, arming or warming themselves up.

The locust was flying around, hidden, as Buffy and Faith sparred a little, with Buffy blocking a blow from Faith, only for Faith to spin and elbow Buffy while freeing her fist, and then she flipped Buffy to the ground, managing to win this time.

"My man is a great teacher", Faith looked at Matt lovingly, as he smiled back at her.

"Perfect opportunity", Ethan smirked from where he was, knowing what he had to do now.

As Buffy stood up, the locust flew into her ear. There was a glow in her eyes for a fraction of a second and her neutral expression turned into a frown as she felt enraged that this bitch who had tried to take over her life now had it all going right for her.

She didn't deserve it!

"Well, you'll just ruin his life", Buffy spoke with a scoff as all turned to her in stunned shock. "Just like you ruin everyone else's life, like usual."

Faith was too stunned to talk back, so were the rest, then Spike started. "Buffy-"

"The normal life you had, it should have been mine!" Buffy snapped, pointing at Faith angrily. "You should have just rotted in prison!"

"You're out of line, Buffy", Steve told her but she seemed to be blind to everything else but her own feelings.

"No, out of line is her presence!" Buffy snapped.

"Buffy, stop, this is not right", Dawn tried to step in.

"Great, support her because she seems cooler, what a sister", Buffy rolled her eyes as Peter glared at her now.

"What is up with you? I know you have your airheaded and angry moments but this is beating them all", Peter said angrily.

"You know, I was the strongest hero at the place until you showed up", Buffy snapped back at him with an equal glare.

"And?" Willow asked. "Does it matter?"

"You're one to talk, you too usurped my position", Buffy pointed between Willow, Faith and Peter. "All three of you."

Ethan's power was so strong even Tara couldn't sense the change in aura as she said. "Look, calm down Buffy and-"

"I'm not calm!" Buffy snapped, looking at everyone in the room like they were enemies.

"Everybody goes on about how great you are", Lilah scoffed harder than Buffy had when she'd started insulting Faith while taking a seat as she twirled her own sword a little. "But really, you're just a self-righteous, arrogant bitch who gives credibility to the blonde stereotype."

"Right, coming from the bitch who was pure evil until now", Buffy sneered at her, though Lilah just rolled her eyes at Buffy's pathetic attempt.

She raised 2 thumbs. "Nice job. Next time, try to make it insulting."

Buffy was enraged now as Wesley held up his hands. "Look, we can sit do-"

"No, we're not doing that, that time is past now", Buffy snarled.

"Think we're gonna need to bring some iced tea", Tony quipped and was about to order FRIDAY. "FRIDAY-"

"Yeah, go ahead, have your AIs coddle you and do the work like usual", Buffy shrugged.

"Buffy, stop this childish behavior right now and act like an adult!" Giles snapped at her, having only listened so far and hoping she could behave herself.

"Right, you made far worse messes than me at this age so you don't have a foot to stand on", Buffy scoffed at him angrily as he backed off with a shocked glare.

Angel and Cordelia had just come in, shocked, the latter wondering. "What is wrong with her?"

"I have no idea", Angel muttered as Buffy continued exchanging barbs with Tony now while Steve and Spike walked to those two.

"She is not behaving like herself", Steve told them. "I think something's wrong."

"I bloody well know something's wrong", Spike said firmly, then turned to them. "Go tell Stick, ask him to call the Doctor right now!"

"On it", Angel replied.

"Yeah, come on", Cordelia said as both walked off.

"You know, B", Faith now finally said as Buffy turned to look at her. "You may be right about us all to some extent, but you are an arrogant bitch who makes bad decisions and doesn't even learn from those. At least Red, Lilah, Spike, Angel and I learnt from our mistakes, you never do, you always double down, and you have the gall to criticize me over my fuck-up?!"

That was it for Buffy. Her fist flew and Faith was down on the ground, holding her split lip, gasping as Buffy vindictively looked down at her.

But the response was not what she expected. Or rather, it wasn't from who she expected.

Matt leapt in with a kick, sending Buffy away as he stood protectively in front of Faith, having put his glasses away.

"Don't. Touch. My. Wife!"

Buffy glared angrily as Matt stood, ready to fight, knowing he had to be careful as Buffy would be just as hard of an opponent as Angel was, if not harder.

Peter tried to go interfere but Steve put a hand in his way. "Think he's got this until Strange comes."

And yes, Matt was trying to hold Buffy back till Stick brought Strange. Faith stood behind Matt, wanting to see how it would go.

Buffy charged with a kick but Matt dodged before blocking two punches and ducking to avoid a punch. Then he blocked a knee before spinning to avoid a punch from Buffy, getting behind her, and as she turned, he spin kicked her right on the face.

Spike tried to go interfere but Steve held him back too. "Matt's got this. He's just trying to hold her back."

Matt had been careful so far, but Buffy was stronger and faster, so he needed to play it right to really keep himself on his feet while knocking her off hers.

Buffy tried to thrown a spin kick but Matt ducked under it and got on her other side as both faced each other again.

Buffy threw a knee which was blocked and he blocked 2 punches too before trying to kick but Buffy blocked, and she blocked his next two punches too, as well as a leaping kick Matt tried. And then Matt tried to spin kick in the air but Buffy ducked to avoid that too and punched Matt's chest, managing to send him back too as he gasped in pain.

Matt then punched Buffy and got a punch in return, turning his head the other way. As she tried to charge though, he moved out of the way and grasping her waist, used her own momentum to flip her to the ground to the side, then backed off.

Buffy definitely was stronger and faster, and was skilled enough, but his superior knowledge in how to fight was his only edge here, along with his senses, both of which he was using to their fullest to hold Buffy back.

Buffy tried to spin kick in the air which Matt ducked to avoid but then she spin kicked his chest, sending him back again as he gasped and coughed a little.

Buffy then threw 3 kicks that Matt blocked but got a punch to the face that made him spit out blood and stagger back once more. He recovered in time to block a kick from Buffy and then avoid a spin kick by backing off and spinning himself.

Matt then tried to kick but Buffy blocked, and then she blocked a punch too before ducking to avoid, then punched Matt on the chest before punching his face, making him cough out some more blood as Faith was concerned and moved to help alongside Spike, Peter and Steve, though Matt held up a hand.

Buffy tried to smack Matt in a spin motion but he managed to block this time and punched her armpit before using her momentum to spin her and then kicked her face.

Buffy then lifted her arm which Matt was holding, lifting Matt with it, and tossed him to the ground, and as she walked to him, he grasped her arm quickly and flipped her down while getting up himself.

Buffy got back up and tried to hit which Matt dodged while punching her chest and face, then leaping, kicked her neck with both feet, and that sent her to the ground, though the impact made him fall down too.

He flipped back up with a pained groan as Buffy got back up with a kick that he barely avoided, as she tried to punch him while spinning but he dodged again. Then she punched his face, making him spit more blood and grabbing his face, tried to knee twice that he blocked.

She tried to punch which he blocked with his elbow but the impact still sent him staggering back by a few feet.

As Matt tried to attack, Buffy flipped in the air and kicked his face with both feet, drawing more blood as Matt hit the wall.

Steve, Faith, Peter, Spike, Willow and Tara were about to step in again but he again held up his hand while cracking his neck and shaking his head to come to normal.

Buffy during that time grabbed him and punched his face before kneeing his chest, dazing him, then she punched his face again.

As she tried to punch again, Matt timed it right and grasped her wrist before punching her chest and trying to flip her to the ground as he got behind but she pushed her foot backwards and the kick sent Matt staggering away again.

Buffy charged with 2 kicks that Matt backed to avoid and then he kicked her foot before punching her face twice, then flipping in the air, kicked her face as well, turning her head the other way, and before she could recover, he swept her feet from under her, making her fall down.

Buffy slid towards him as Matt flipped onto the other side and both faced each other once more. Buffy tried to spin kick that Matt avoided and then threw a flurry of punches at her abdomen and chest, striking the right points due to his fighting knowledge.

Even with her superhuman durability, being hit at those points was a bit damaging as Buffy staggered back and Matt flipped, kicking her chest with both feet in quick succession as now Buffy hit the wall.

As she tried to attack, Matt ducked and decked her chest, then her face, before punching again, and kneed her chest twice before leaping and using the knee to hit her lower jaw, now actually making her spit out some blood as she fell down.

Matt backed off as Steve walked to Buffy to try to help her up but she pushed him away, ready to fight again. She was angry now that a normal guy whose only powers were enhanced senses (counting out the Devil thing that he wasn't using anyway) was giving her this much trouble and had even drawn blood.

And in her anger, combined with the locust messing her up, she was now losing focus and getting sloppy.

She walked to Matt to punch but he blocked and kicked her knee, abdomen and chest in quick succession before punching her lower jaw again, sending her down for a bit.

Buffy started getting back up, spitting some more blood as Matt snarled. "Stand down."

Buffy got up with a spin kick that Matt ducked to avoid. She was even angrier now. As she tried to punch again, Matt grasped her wrist, then punched her lower jaw and chest before punching her abdomen many times, and then her face got a left and right hook in quick succession.

Buffy punched Matt's face hard, throwing him to the wall as he spat out blood one more time. She then charged with a punch but Matt roared and managed to punch her first really hard using his technique, turning Buffy's head the other way, and this time the locust fell out of her ear, now turning tangible as all saw it coming out and were shocked.

The locust fell to the ground and died as Buffy staggered down, panting, slowly coming back to normal while Matt heard her heartbeat, which was erratic.

"What just happened?" Buffy asked, looking at everyone in the room, and hearing her heartbeat, Matt knew it was a genuine question.

Stick then walked in with Strange, Angel and Cordelia.

"One of his Horsemen tried to control you clearly", Strange said as he looked at Buffy, then raised his hands, glowing with Eldritch magic and twisted them as the spell covered all of them before fading. "Now all of you are safe from any mind meddling, gonna do it for the rest of them. Come on Stick."

"Coming Doc", Stick walked off but flashed a thumbs up to Matt for having taken on a Slayer, the best one too.

The others were quite stunned by how well Matt had held his own against Buffy too simply due to his fighting skills and knowledge as well as senses, managing to use those to make it even in spite of Buffy being a lot stronger, faster and durable.

Buffy was stunned herself, but for different reasons. All that she had just said and done started coming back to her, and her eyes were wide in horror as she looked at the rest for half a second then turned away, unable to look any of them in the eye, ashamed of herself.

She then walked off, a hand on her face as she tried to control her tears. A moment later, Spike walked after her as the rest just stood, thinking about what had just happened.

Ethan was horrified, not having expected such a beating from a human to the point his locust would die.

"You failed", Apocalypse noted, then added in a calm but dangerous tone. "Not to worry, they will all be destroyed soon either way."

And done.

Hope the Matt vs. Buffy fight was enjoyed, and once more, Matt used his skills to come out on top over a physically superior opponent, this time it being Buffy, while last time it was Angel.

Buffy with the locust inside her was basically like Smallville Clark on Red K, she doesn't mean to say any of it, but it does come from some place inside of her, since Buffy has some unsaid issues with some characters in canon too, but since the last 2 Seasons chose cheap shock value bullshit over decent storytelling (outside of some stuff like early Season 6 up to 'Tabula Rasa', and Season 7 up to 'Conversations With Dead People', also Spike's great redemption arc and Season 7 Spuffy, plus Faith's return, Dawn's and Xander's character growth and the series finale), we didn't get to see these issues really worked out properly or in a very mature way.

Here we will, and Buffy will actually grow as a character from it too, since I like Buffy but don't fawn over her awesomeness either (Only 100% fawn-worthy characters are Cordelia and Tara) like many other fics, which have the 'Buffy is perfect and can do no wrong' mentality, which I personally find annoying as Buffy is plenty flawed but the narrative doesn't call her on it as much as it calls out various other characters, including Angel in his show.

Point is, I do like Buffy as a character, but I don't think the show gave her as much development as she deserved, especially in the last 2 Seasons, which is sad because she is the main character who started the franchise. I always was more invested in characters like Willow, Spike, Tara, Faith and Dawn.

And 'Angel', outside of Season 4, I consider the superior show, plus in that one all characters were mostly well-written and got great development, including Angel himself, Cordelia, Wesley, Lorne, Darla, as well as Spike and Faith when they were in it. Of course that show has its sore apples too like Connor in Season 4 or Kate but compared to 'Buffy', I think the main cast was at least better written and utilized (except Season 4), while in 'Buffy' I only have that opinion on the 5 characters I mentioned above

And Ethan targeted Buffy specifically to get back at Giles, which we all know he is very capable of doing.

Thank you to Brainstorm Sorcerer for his help again.

Hope all enjoyed and see you all next time with another chapter people.