Perched on a rooftop across the street from the New York History Museum, Demona watched the guards close the museum, locking and barring all the doors. As the guards went about their nightly routine, Demona leapt from the roof with a determined grin on her face.

Inside the museum, the Captain of the Night Watch was briefing a recent recruit on the proper procedure.

"Alright." the captain began. "The front doors are locked, the laser grid is on, and you go patrol inside."

The recruit walked into the museum as the captain shouted one final note at her.

"And don't get too close to the displays!"

In the darkened halls of the museum, the recruit passed by several historic exhibits including an ancient Incan statue, the Scrolls of Merlin (complete with English Translation), and finally, a large silver mirror. She stopped in front of the mirror, striking a dramatic pose just for the fun of it. As she did this, she heard commotion off in the distance and quickly went to investigate.

Demona tossed a male security guard across the museum, where he hit a bench and slumped. Demona then turned just in time to see the recruit leveling a gun at her.

"Police!" the recruit shouted. "Don't move!"

Demona's eyes turn red as she snarled, recognizing the recruit as none other than Elisa Maza.

"You, most useless member of a craven, puny race!" she howled. "You think you can stop me?"

"Probably not." Goliath called out from behind Elisa. "But I can."

Demona began backing away slowly, walking past the large mirror from before and up to the Incan statue. Thinking quickly, Demona scooped up the statue, hurling it at Elisa. Goliath quickly intercepted the large statue, placing it upright as Demona made a hasty retreat. The two followed closely behind her, only for Demona to attempt to topple another exhibit. Once again, Goliath caught it before it shattered, giving Demona the time she needed to grab a spear from the Native American exhibit and leap out the window.

Following her out the window and into the courtyard of the museum, Goliath and Elisa gave chase, leaving the museum unguarded. With all the guards out of the picture, two men in ski masks slipped through the skylight, sliding down in front of the large silver mirror.

"I'll say one thing for the lady." A thief commented. "She does her homework. Let's go."

The thieves worked fast, wrapping the mirror safely in a tarp before binding it into place. With a careful push and a lot of strength, the two thieves made off with the mirror.

Meanwhile, Demona continued to run, Goliath and Elisa hot on her tail. She made it to the museum's outdoor display of an Egyptian monolith before turning to face her pursuers, spear in hand. Goliath bared his fangs as Elisa readied her weapon.

With a cruel smile, Demona tossed the spear, aiming right at Elisa. Acting on pure instinct, Goliath shoved Elisa out of the way, catching the spear seconds before she was skewered. Demona used these scant seconds to climb to the top of the monolith, using it as her launchpad into the sky.

As Demona disappeared into the night, Goliath went to pursue her, but Elisa stopped him.

"Let her go for now." She suggested. "It's not like we can take her to jail without answering a lot of complicated questions."

Goliath let out a sigh of disappointment but relaxed his stance.

"At least Demona did not get the mirror." He sighed.

Across town, a red van pulled up to a large imposing gate with the words 'KEEP OUT' written across them. Rolling down the driver's side window, one of the thieves pressed a button on the gate's speaker. As a security camera focused in on his face, Demona's voice called through the speaker.

"Who is it?" she demanded.

"Oberon sent me." The thief replied.

There was a loud click as the gate opened, revealing a large house that seemed like it belonged in a horror movie rather than in New York. Working quickly, the two thieves pulled the van up to the front of the house, carrying the wrapped mirror up to the front porch and leaning it next to the front door.

"Who lives here anyway, Dracula's daughter?" the other thief asked.

A snarl from a gargoyle-shaped figurehead on the front door silenced him. Before his partner could do anything stupid, the first thief placed his hand on the guys shoulder.

"Relax." He told him. "It's okay. I've dealt with this client before."

An envelope slid from the figurehead's mouth and the first thief quickly took it, opening it to reveal the money they had been promised.

"Take your money and go." Demona ordered them through the figurehead. "While you still can."

The thieves took the envelope and left without another word, leaving Demona alone with the strange silver mirror.

Demona set the mirror down in what resembled a dungeon mixed with a wizard's chambers. Wrapping strong, iron chains around the mirror, Demona prepared for a magical ritual.

"So far my plans have been thwarted," she muttered to herself, "one after the other. But tonight, I take control."

She lifted a silver bell, ringing it four times using a golden ring before reciting a spell.

"Cum aescerat argentum

et aurum involare."

Demona then picked up a small white feather, which she blew towards the mirror. The second it touched the glass, the mirror rippled like water, absorbing the feather

"Postea Puck ad speculum

Titania penetrare!"

The Mirror begins to glow with bright green light, illuminating the entire room. Through the light, a swirling figure began to appear in the glass, growing bigger as if it was coming closer. Finally, the figure seemed to push through the glass of the mirror before the light died completely. Blinking away the dots of color in her vision, Demona looked down with a sadistic smirk.

"Hello Puck." She chuckled.

Kneeling on the ground in front of the mirror, arms bound in the very chains once wrapped around its silver frame, was a small elven figure with long, pointed ears. He was dressed in brightly colored clothing. It looked up at Demona through long, thick locks of white hair with an extremely displeased frown.

In the Clock Tower, Willow was laying on one of the rugs in the living room, a copy of Midsummer Night's Dream in her hand. Brooklyn, Broadway and Lexington were all playing cards while Hudson and Bronx were watching TV. When Elisa and Goliath arrived, everyone dropped what they were doing and went to greet them.

"How did it go?" Willow asked.

"Not good." Elisa muttered. "Demona led us on a wild goose chase while two hired thugs came and stole the mirror."

"I should have expected such deviousness from her." Goliath snarled.

"So how bad is this?" Elisa asked. "What can she do with an antique mirror?"

"It's not just a mirror." Willow interjected. "It's Titania's Mirror. Titania, Queen of the Fair Folk."

"We know them as the Third Race." Brooklyn added.

"Third race?" Elisa asked.

"You know, Humans, Gargoyles, and Oberon's children." Broadway explained.

"When I told Brooklyn about Midsummer Night's Dream and the fairies in it, he told me that they were real." Willow interjected. "He told me they were creatures of pure magic, making them extremely powerful, and their possessions equally so."

Elisa chuckled slightly.

"Are any of our myths and legend not true?" she asked. "First gargoyles, and now fairies."

"It's a large world Elisa." Goliath told her. "There are many things that we do not know, and perhaps will never know."

"But I know this." Hudson spoke up. "If Demona has Titania's Mirror, then we are all in grave danger."

Puck struggled against the thick iron chains keeping his upper arms pinned to his sides. Though he was still free to move his hands and forearms, he was effectively bound, meaning that Demona essentially owned him. Sighing in anger, Puck ceased struggling and crossed his arms as best he could.

"Is this how you treat all your guests?" he asked in an annoyed tone.

"Any who may betray me." Demona replied. "And you are no guest. You serve the human, and now you can serve me."

Puck smirked, waving a hand dismissively.

"Serving humans is fun. They have a sense of humor." His smirk went away as he crossed his arms again. "You have none."

"Perhaps not." Demona replied, grabbing Puck by his chains and lifting the fairy into the air. "But I have you."

"Hey Goliath." Willow suddenly asked. "In some of the old stories, the fair folk are described as shape shifters, able to change their appearance to become anyone or anything they want."

"That is what the legends say." Goliath replied.

Brooklyn leaned against the wall and smiled.

"Wouldn't it be great to be a shape shifter?" Brooklyn wondered aloud. "You and I could go on an actual date, Willow. A real restaurant, and maybe even go to a movie without hiding out in the rafters."

Willow playfully punched the red gargoyle in the arm, smiling.

"I happen to like the view from the rafters at movies." She told him. "Besides, if anything, I would like to turn into a gargoyle. That way, I could fight alongside you guys rather than just being a useless human."

Now it was Brooklyn's turn to playfully punch Willow.

"You are anything but useless." He told her. "I've lost count of how many times you've saved our bacon."

"About the same amount of times you've saved mine." She retorted.

As Brooklyn and Willow continued their playful banter, Elisa found herself wondering the same thing. If she could become a gargoyle, or if Goliath could become a human…

She stopped those thoughts before they could start. If there was one thing she had learned during her time with the gargoyles is that nothing ever turns out the way you expect.

Puck zipped around Demona like a bee, darting in and out of her field of vision.

"Alright." He sighed dramatically. "Let's get this over with, shall we? How can I be of service?"

Demona thought for a moment, causing the mischievous fae to dart up to her until their noses almost touched.

"Come on now, we haven't got all night." He insisted.

"We've got all millennium if I choose." Demona snarled, swiping a claw at the fae before returning to her thoughts. "I'm too vulnerable during the day. I don't want to turn to stone anymore."

"Of course, you want to stroll down Fifth Avenue in the sunshine," Puck smirks while pretending to walk in mid-air. "I'm sure you'll fit right in."

"I could if there were no blasted humans!" Demona shouted, swiping at Puck again.

That's when an idea came to Demona, one that made her smile evilly.

"Yes, Puck!" she cackled. "I want you to get rid of the humans-all of them."

"Does this look like Aladdin's Lamp?" Puck asked, gesturing to the mirror. "I have limits, after all."

With a clever little smile, Puck tilted his head as if examining Demona.

"What is it you really want?" he asked rhetorically.

He tapped the mirror and its surface filled with an image of Goliath. The imp let out a gleeful chuckle at the sight

"How quaint." He mused. "After all these centuries you're still carrying a torch. Well, if that's what you want, I can make him love you again. Piece of cake, given your charming personality."

Puck rested his head against the mirror as Elisa strolled into the mirror's scene. She leaned on the reflection of Goliath with a loving expression. The sight enraged Demona, her eyes beginning to glow bright red.

"That's it!" Demona snarled. "That's what I want! If you cannot get rid of all the humans, then at least rid me of that human! Elisa Maza!"

Puck gave Demona a mischievous grin as he mentally replayed her request in his head

"Did you say, 'that human' or 'that human'?" he questioned, putting emphasis on the alternate words before giving a shrug. "Oh, never mind, I'll figure it out. This just might be fun after all."

Puck went over to the mirror, which was now dominated by an image of Elisa alone. Closing his eyes, his body began to ripple with green electricity that made his hair stand on end. His eyes opened, having taken on a green glow.

"Thy sight Demona doth offend,
so Puck will hasten to amend.
Begone Elisa, human born,
and be no more as you were formed!
"

Bright green light shot out of Puck's eyes and mouth, hitting the mirror where it was seemingly absorbed, sending the spell's energy after its target.

"Mirror or no mirror," Elisa commented, "Demona's no match for the eight of us together. We just have to wait until she makes her move."

Suddenly, Elisa was engulfed in bright green light. Everyone instinctively backed away as Elisa was lifted off the ground and pulled into the center of the Clock Tower. Then, in an explosion of light, Elisa fell to the ground once more. However, she wasn't Elisa exactly.

Her skin had a more orange tinge to it. Her eyebrows were gone, replaced by slight horns. She was taller, with legs like a gargoyle, and most noticeably, she had a large pair of gargoyle wings.

Elisa had become a gargoyle.

Everyone stared in utter fascination as Goliath slowly approached her.

"Elisa…?" He said softly.

Elisa's eyes opened, momentarily glowing white, before she met Goliath eyes with a wide smile. She surprised everyone by hugging Goliath in utter glee.

"Goliath, this is wonderful." She said happily. "You've been turned into a gargoyle."

Now more confused than ever, Goliath gently pulled Elisa off him.

"What?" he questioned.

Back in Demona's manor, Puck hovered about an inch above the ground, panting slightly. Demona approached the mirror, surprised to see the image of Elisa to have vanished.

"Did it work?" she demanded.

"The human Elisa Maza is no more." Puck replied, covering his mouth to hide a small chuckle.

"Then let's do the same to every human in the city!" Demona declared.

Puck sighed, having hoped that Demona would have been happy with getting rid of Elisa.

"You don't know what you're asking." Puck warned her. "Believe me."

Demona grabbed the front of Puck's chains again, forcing him to meet her eye.

"Is it possible?" she demanded, shaking the elf in frantic, almost maniacal motions. "Tell me, can it be done?!"

Gulping slightly, Puck decided it would be best just do as Demona told him to.

"Yes…" he answered finally. "But not from here."

Back at the Clock Tower, Goliath was trying to explain to Elisa exactly what happened.

"We've always been gargoyles." He told her, gesturing to the clan who were still staring wide eyed with jaws on the floor. "It is you who has been changed. Probably by Demona and the Mirror."

Elisa smirked, revealing gargoyle fangs.

"I've always been a gargoyle." She replied. "I think I'd know if I wasn't."

That's when Willow stepped forward.

"Then how do you explain me?" she asked.

Elisa looked at Willow and gasped.

"What happened?" she asked. "How did you get turned into a human?"

Willow shook her head.

"Try to remember, Elisa." She insisted. "You and I are both humans. We've always been humans."

"No, I'm a gargoyle." Elisa replied. "Goliath, tell her."

Seeing the futility of this approach, Goliath had a better idea. He took Elisa's hand, leading her out onto the balcony.

"How did we first meet?" he asked her.

"I fell off the roof of the Eyrie building, and you glided down and caught me." She answered.

"Now think, Elisa." He begged. "If you've always had wings, why did you need me to catch you?"

Elisa looked confused, flapping her new wings slightly.

"I can't glide with these." She muttered. "Can I?"

Goliath smiled.

"Yes, you can." He told her.

On an impulse, he put his arm around Elisa's waist and the two jumped off the balcony, both spreading their wings as if it was instinct. Everyone ran to the balcony to watch, still awe struck by what had occurred.

Willow found herself even more entranced than the others, as well as more than a bit jealous of Elisa. She was literally living Willow's dream while all she could do was watch, bitterness rising in her heart. Still, she couldn't help but feel happy for Elisa. There had always been a connection between her and Goliath, and this sudden turn of events may provide an opportunity to for it to flourish. That, and if Demona truly was behind Elisa's sudden transformation, then odds are what happened to her would happen again.

"We should probably follow them." Willow said after a moment.

The other gargoyles quickly nodded in agreement, still a bit star struck about what had happened. Brooklyn scooped up Willow and they took off after Elisa and Goliath.

The top floor of the Empire State Building went off like a beacon as green lightning crackled above it. In a flash of light, Titania's mirror appeared on the open balcony on the top floor. The glass rippled as Puck glided through it, Demona following behind him holding the end of his chain like a leash.

"Ah…" Puck sighed happily as he gazed out into the starry night. "What a lovely view."

Demona yanked hard on the chain, violently pulling Puck away from the balcony and back towards the mirror.

"We are not here for you to enjoy the sights." She told him.

Puck was getting more and more annoyed but pushed his feelings to the side for the moment.

"Very well." he replied. "I just need to muster my forces, so to speak. This may take a while."

Flying over the city, Goliath couldn't keep himself from staring at Elisa. He enjoyed seeing the smile on her face, the twinkle in her eye, and he even noticed her dimples for the first time since he'd met her.

"I never realized, when you were human, how beautiful you are." Goliath commented.

"You mean, you thought I was ugly?" Elisa asked with a playful smile.

Goliath blushed for a minute, his tongue tripping over the words.

"Well- Uhm- Careful! Updraft!"

As the two gargoyles recovered from the sudden change in the wind, Elisa couldn't help but laugh, still holding onto Goliath's arm.

"I can't believe I've never done this before!" she cheered happily.

"You couldn't." Goliath told her. "You were human. Just like Willow. Just like all of them."

Elisa looked down to see the many citizens of New York walking through the streets. She gasped in absolute shock, pointing down at them.

"Oh no!" she cried out. "Look at them all! It wasn't just Willow!"

Goliath placed his free hand on Elisa' shoulder to comfort her.

"Perhaps we should land so we can talk." He suggested.

They landed on a nearby rooftop and were quickly joined by the remaining gargoyles and Willow. Elisa began pacing frantically, wrapping her wings around her body.

"This is terrible…" She moaned. "They've all been turned into humans!"

Goliath facepalmed himself, shaking his head in defeat. That's when Willow suddenly pointed off in the distance.

"Look!" she shouted.

Everyone turned to see the Empire State Building crackling with green electricity, which seemed to be focusing on a single point on the top floor.

"You guys thinking what I'm thinking?" Brooklyn asked.

"Demona." Goliath snarled.

Over on the Empire State Building balcony, Puck was spinning like a top, his form practically buzzing with energy. He slowly came to a stop, his hair raised high in the air and his eyes glowing brighter than ever. When he spoke, his voice was thready, like a person who had a few too many cups of espresso.

"All humans on this concrete isle,
Demona finds your presence vile.
So do you now as I command,
and be not woman, child, nor man!
"

Releasing the power once more, it shot into the mirror, then used the spire of the building as a focal point, sending out hundreds upon hundreds of green streaks of lightning down on the city. Once came straight for the rooftop where the gargoyles were roosting, striking Willow straight in the chest.

"WILLOW!" Brooklyn screamed over the noise.

Then, just as suddenly as it came, the lightning faded. The sudden absence of light leaft everyone rubbing their eyes. Once their vision cleared, everyone looked down at Willow.

"Jalapeña…" Brooklyn whispered as he knelt next to her.

Willow blinked a few times, then looked around.

"What's wrong?" she asked. "What are you staring at? What did that lightning do?"

Hudson took a step forward, drawing his sword and handing it to her. As Willow went to reach for it, she noticed something quite shocking. One, she had four fingers rather than five. Two, her fingers were pointed, like claws. And three, they were a light blue tinge.

"No way…" she gasped.

Taking the blade, she held it up to her face. Her reflection revealed that she now had small horns instead on eyebrows, slight fangs poking out from under her lip, and large blue wings on her back. The blade clattered from her hand as she stumbled back

"I'm-" she let out. "I'm a-"

Her face suddenly lit up like a Christmas tree.

"I'M A GARGOYLE!" she cheered.

As Willow jumped for joy at this change, the other gargoyles were not so jovial.

"If all of that lightning had the power to turn humans to gargoyles…" Hudson commented.

"Then perhaps Demona has made her second move." Goliath surmised.

"From the amount of lightning," Lexington added, "I'd say that it's a safe bet the entire city got changed."

"Just one question." Broadway interjected. "How come Willow didn't get her memory scrambled like Elisa."

This drew Willow's attention.

"Yeah." she replied, knocking on the side of her head. "I remember being human, unlike Elisa."

"Perhaps it's one of Demona's tricks?" Brooklyn suggested.

"Let's go find out." Goliath replied.

Goliath took Elisa's hand and the two leapt from the roof. Without any hesitation, Brooklyn offered Willow his.

"I don't know how long you being a gargoyle is gonna last." He told her. "So, I'm gonna make the most out of it."

Smiling widely, Willow took his hand and they too leapt from the roof, following Goliath with the rest of the clan behind them.

Demona stood on the railing of the Empire State Building's balcony, gloating over her supposedly empty city and wanting to explore like she had never done before. However, as she turned towards her fae companion, she saw Puck passed out on the ground. Prodding him with his tail to try and rouse him, she did not see Hudson until he was literally tackling her to the ground. Despite being caught off guard, Demona quickly recovered, throwing Hudson off her and getting into an offensive stance.

"You're too late this time, old soldier!" Demona taunted.

Hudson stood up just as the rest of the clan landed around him.

"You can't fight all of us lass." He told her.

Demona snarled at them all, her eyes glowing bright red. However, when she laid eyes on the gargoyle Elisa and Willow, the glow faded away.

"No…" she gasped in utter disbelief, pointing straight at Elisa. "This isn't possible! He said he got rid of you!"

She then pointed at Willow.

"And you!" she howled. "You should have disappeared with the rest of the humans in this accursed city!"

Both Elisa and Willow took a step forward, wings spread, and claws bared.

"Looks like your plan backfired." Willow sneered.

Demona stumbled back, nearly tripping over the fallen Puck. She grabbed him, throwing him under her arm as she grabbed the mirror with the other.

"Curse you, Puck!" she howled, tossing the mirror from the balcony before taking off into the air.

Hudson leapt into action, gliding down after the mirror, snatching it up mere seconds before it hit the ground. The rest of the gargoyles, including Elisa and Willow, quickly gave chase. As Demona flew through the sky, she snarled angrily at what she saw.

Every man woman and child walking the streets of Manhattan was a gargoyle, coming in all different shapes and sizes, completely oblivious that anything had changed. Demona's rage began to boil, until she saw a potential benefit of the new gargoyle populated city.

Wrapping her wings around Puck's sleeping form, she dove for a subway tunnel. The Manhattan clan attempted to pursue, but the narrow tunnels quickly tripped them up as their wings scraped along the walls. Elisa and Willow, both having used the subways before, landed in front of the tunnels before wrapping their wings around themselves. They gave chase while the rest of the clan picked themselves up.

Demona landed on the opposite side of the subway tracks just as a train emptied out. Using the crowd to her advantage, she slipped aboard the subway, watching as Willow and Elisa reached the station. Unfortunately for the two of them, they ended up getting caught in the crowd.

"Jalapeña…" Willow muttered as she looked around frantically.

"Like trying to find a needle in a haystack." Elisa added.

The rest of the gargoyles caught up to the two girls, all of them staring at the transformed citizens. A couple female "gargoyles" walked back the group, shooting a wink at Brooklyn. Willow instinctively put her hand on Brooklyn's shoulder in a very possessive manner.

"This is too weird…" Lexington commented. "Kinda cool, but weird."

"With Demona involved, it's more than weird." Goliath told them. "It's dangerous."

Hidden in a back alley in downtown Manhattan, Demona angrily tossed Puck to the ground, which roused the fae.

"I told you to destroy the humans!" she shouted, her eyes bright red with rage. "Not give them the gift of being a gargoyle! Change the gargoyles to humans!"

Puck sat up, leaning against an old dumpster.

"I must… regain… my strength…" he panted.

Demona wasn't taking his excuses. Grabbing him by his chains, she pulled him to his feet.

"Even though you're apparently not too tired to make yourself invisible to the crowd." She snarled.

Puck rolled his eyes as he steadied himself.

"Alright, fine." He grumbled. "I was just catching my breath."

Looking over to the side of the dumpster where a cracked hand mirror was laying, Puck smiled slightly.

"Don't worry." He promised. "I'll do exactly as you ask."

The gargoyles made their way back to the Empire State building, where Hudson was waiting for them.

"The mirror is safe." Hudson told them. "And with it in our possession, there's no doubt in my mind that Demona will come for it."

"She doesn't need it." Goliath replied. "The man with Demona was a Child of Oberon."

"She called him Puck." Elisa remembered. "The trickster from Midsummer Night's Dream."

"He looked more like a prisoner than a willing participant." Willow noted. "And from the way Demona acted when she saw me and Elisa, the two of us becoming gargoyles isn't what she wanted."

"Oberon's children are known for manipulation and trickery." Goliath explained. "But knowing Demona, she will soon force Puck to do exactly what she wants."

Elisa and Willow exchanged worried glances, knowing the fate that awaited them should that happen.

"Then what are we waiting for?" Brooklyn asked. "We need to find her now!"

Brooklyn and Goliath launched off the roof, Elisa and Willow moving to follow. However, Elisa stopped on the edge, gasping in fright.

"Elisa?" Willow let out, approaching her.

"I'll never get the hang of jumping off rooftops." Elisa told her.

Willow took her hand and nodded.

"Took me awhile, and even then, I was usually in Brooklyn's arms." She told her. "Jumping without a gargoyle is new to me too."

Goliath hovered a few feet away from the roof, Brooklyn beside him.

"Don't worry." Goliath told her. "I'll always catch you."

"Same for me, Willow." Brooklyn agreed.

The two girls smiled and prepared to jump. However, a green light coming from the mirror drew their attention. Turning, they saw the mirror crackling with green lightning.

"Uh-oh…" Broadway muttered.

Five streaks of lightning suddenly shot from the glass, hitting each of the gargoyles in the chest. When the light disappeared, the gargoyles were all gone, replaced by human versions of themselves. Elisa and Willow turned back to the edge of the building just as a now human Goliath and Brooklyn began plummeting from the sky.

"GOLIATH!" Elisa screamed.

"BROOKLYN!" Willow shrieked at the same time.

Without a moment's hesitation, the two girls leapt from the balcony, diving after their friends. Swooping down just in time, Elisa grabbed Goliath as Willow grabbed Brooklyn. Catching a quick updraft, they made their way back up the building, strong claws digging into the stone wall to stop their descent. The other three humanized gargoyles quickly ran to their aid, pulling the four of them to safety.

With no one in danger of falling to their doom, Willow took the opportunity to take stock of the changes. Hudson hadn't changed much. He had simply lost his obvious gargoyle features and now had pale skin. Broadway was even paler with a tuft of blonde hair on his head. Lexington looked like a scrawny teenager with close cropped brown hair. Brooklyn's beak was gone, replaced with a sharp nose and a pair of thin lips, though his long white hair had remained. Goliath was still quite muscular, with skin that was almost chestnut colored.

"Okay…" Elisa said as she walked over to a nearby clothes line. "I'm done with that thing and its transformation magic."

Taking a sheet from the line, Elisa tossed it over the mirror, effectively covering the glass. As she did, Goliath and Brooklyn began to regain their senses.

"What happened to us?" Brooklyn asked.

"There was a light…" Goliath recalled. "Then, we fell…"

"Funny..." Brooklyn let out. "We've never fallen before."

They then looked up at Elisa and Willow, and when they saw them, they both seemed to be relieved.

"Elisa…" Goliath called, pulling her into a hug. "You've returned to normal."

"You too…" Brooklyn said as he hugged Willow.

"No, we haven't." Elisa explained, pulling free of the hug. "You've changed."

"You fell because you no longer had wings." Willow added.

Brooklyn cocked his head in confusion.

"Um, Willow?" He questioned. "We've always been human."

Willow quickly started fishing into her pants pocket, pulling out her wallet.

"Then how do you explain this?" she countered.

She pulled out a photo of the entire Manhattan Clan, all of them as gargoyles and with Willow as a human.

"See?" She asked, pointing at the photo. "That's you. That's Goliath. There's Broadway, Hudson, Lexington, and there's me."

With the photo as concrete evidence, the former gargoyles couldn't deny the truth.

"They're right." Goliath said. "We are supposed to be gargoyles, but we're not. The rest of the city is supposed to be human, but thanks to Demona and Puck, they're not."

"Is it done?!" Demona demanded.

Puck sighed, this time in exhaustion rather than annoyance.

"Yes…" he let out.

Leading Puck by his chain leash once more, she emerged from the alleyway, only to be horrified by the sight of the gargoyle populous.

"I told you to turn the gargoyles to humans!" she snarled.

Hovering in the air with his legs crossed, Puck gave a small, tired smile.

"You mean these gargoyles. I thought you meant Goliath and his clan." He quipped. "My mistake."

Practically seething in rage, Demona grabbed Puck, slamming him hard against the alley wall.

"Your last mistake." she hissed, raising her claw to attack him.

Puck, now wide awake once more, spoke quickly.

"Wait a minute!" he cried out. "I thought you'd be pleased."

Demona paused to hear the fae out and Puck seized the chance.

"Goliath is a puny human now." he told her. "And at your mercy."

The red faded from Demona's eyes at the prospect and Puck breathed a sigh of relief. He was safe for now, but the same could not be said for the Manhattan Clan.

With only two fliers in their group, the clan had no choice but to walk. Following Bronx, who for some reason had not been transformed by the last spell, they walked through the streets of Manhattan. They had the covered mirror in their hands, careful to keep the glass fully concealed. As they walked, the gargoyle citizens ran in fear from them, screaming in terror about humans and calling them monsters.

"Are you sure this is a good idea?" Hudson asked.

"Without our wings, we have no choice." Goliath replied. "If we are to stand a chance against Demona and Puck, we must keep the fight here on the ground, where her wings will be of no use."

The clan soon found a deserted park that was perfectly suited for a battle. Willow and Elisa vanished, as per the plan as Hudson set up the mirror. With a nod from Goliath, Hudson pulled the sheet free and out from the mirror sprung Demona, now toting a large laser rifle. Following close behind was a still bound Puck.

Demona let off a shot, which struck the window of a medieval display, complete with actual weaponry that the clan quickly picked up. Goliath grabbed a longsword, snagging a rolling shield before it passed. As he got into a defensive stance, Demona leveled her weapon again.

"I would recognize you no matter what your form, Goliath." She said as she fired.

The shot rebounded off Goliath's shield, causing him to stumble back, but not fall. Determined to beat Goliath, Demona turned to Puck.

"Take care of them, Puck." She ordered.

The fae smiled as he jumped into the air, narrowly avoiding a three-way attack from Brooklyn, Broadway, and Lexington.

"Humans love a battle hearty.
So does Puck; come on, let's party!
"

Lightning shot from Puck's eyes, striking the weapons the Manhattan clan had picked up. They all started glowing, then beginning to morph and change. Broadway's spear became a large sunflower that tried to eat him. Brooklyn's mace suddenly took off like a rocket, entangling him in a large umbrella off to the side. Lexington's axe started chopping at him, then began spinning like a fan. Hudson ran to help the boys, but found his feet stuck in a large puddle of tar. Puck laughed hard at the four struggling fighters, kicking his legs in hysterics.

"Oh, what fun!" he cackled. "These four are a riot!"

"Then you'll love me!" Willow called.

Puck looked up just in time to see Willow shooting out of the sky, attempting to tackle him to the ground. Bronx quickly came to her aid, his teeth locking onto the dangling chain that had served as Puck's leash. Puck managed to dodge Willow's attack but was yanked back as Bronx began pulling hard on the chain.

"Let's improve your looks, shall we?" Puck said, aiming right at Bronx.

A blast of magic struck Bronx, transforming him into a large Doberman, much to Puck's dismay.

"Should have gone for the Chihuahua." He remarked.

Bronx the Doberman shook the end of the chain wildly, sending the unfortunate fae flying like a paddle ball. He ended up knocking over Broadway's man-eating sunflower right into Lexington's spinning axe. The axe got stuck in the thick stem of the flower, allowing for Lexington to ditch it and pull Broadway free. Together, they disentangled Brooklyn from the umbrella and ran to help Goliath, leaving the unfortunate Hudson still stuck in the tar.

Goliath was not fairing very well as a human. Demona had him by the throat, prepared to strike the final blow.

"Enough of this farce." She snarled.

Before she could go through, she was tackled by the trio, forcing her to drop Goliath. As the trio did their best to pin Demona down, a couple "gargoyles" spotted them.

"Hey!" one of the onlookers shouted. "Those monsters are attacking that lady!"

"We gotta help her!" Another agreed.

A group of about five gargoyles came charging into the park, forcing the Trio to release Demona so they could defend themselves. Leaving them to their fate, Demona recovered her laser gun, aiming it directly at Goliath.

"You're no match for me as a pitiful human." Demona taunted

"My strength has never depended on brute force, Demona," Goliath explained.

Elisa took that moment to swoop down, driving Demona into the pavement with a flying kick.

"But on true friends." Goliath finished with a smile.

Back with the trio, the "gargoyles" were closing in fast, forcing the three of them to slowly back away.

"There's no way we can take them all." Lexington whispered.

"Wait a minute…" Brooklyn suddenly realized. "We're the monsters, remember?"

Catching on, the three of them began growling, clawing at the air like children pretending to be evil monsters. Luckily, it was enough, and the "gargoyles" stopped their advance and began running away as fast as they could.

Demona recovered quickly from Elisa's blow, snarling in utter disgust.

"I should have destroyed you long ago!" she howled, launching at Elisa.

The two she-gargoyles wrestle as Elisa called out to Goliath.

"Run!" she told him as she decorated Demona's face with a right hook. "I'll handle Demona."

"We'll handle her together." Goliath replied, preparing to leap into the fray

Demona dove for the laser gun, letting off a shot. The two quickly dodged as Elisa kicked the gun from Demona's grasp. Goliath grabbed her from behind, holding onto her as tight as he could, but struggling against her superior strength. Within seconds, Demona successfully sent Goliath flying across the park and into a stone wall.

Goliath did his best to stand but found himself unable to as Demona flew over to him. Intending to finish him, she picked him up, slamming him against the same wall.

"It's over Goliath…" she snarled.

A single laser shot rang out, taking out an overhang right above Demona. It fell, crushing her senseless and sending Goliath rolling safely from her grasp. He looked up as Elisa blew a line of smoke away from the barrel of the laser gun.

"Party's over." She announced.

Up in the sky, Willow and Puck were flying in circles around each other, Puck trying to shoot her with his magic while she avoided the attacks with ease. He watched her glide like a natural, a smile on his face.

"For a girl who's only been a gargoyle for a couple hours, you fly like you've been doing it your whole life." Puck commented, hovering in front of her with a quizzical look. "Are you sure this isn't your true form?"

"The real question is are you sure you're on the right side?" Willow retorted. "You're Puck! You're the one who made Queen Titania fall in love with a man with a donkey head! And yet, here you are doing Demona's bidding!"

Puck chuckled at the memory of Bottom and Titania, then faced Willow, meeting her eye.

"Believe me, if I had the choice, I'd take away that she-devils wings and have her take a long walk off a tall cliff." He informed her, wiggling his arms as best he could. "But thanks to this iron jewelry, I'm her helpless thrall."

"So, if someone traps you in iron, you have to obey them?" Willow questioned.

"Unfortunately." Puck said with a nod. "It's one of King Oberon's laws."

Suddenly curious, Puck raised an eyebrow.

"Why do you ask?" he wondered.

"Because I was seriously hoping this plan would work." Willow answered. "And I needed to distract you long enough, so Hudson could do this."

Puck was suddenly yanked hard to the ground by his chain tether by Bronx the Doberman, landing on the ground right in front on Hudson. He had finally managed to pull free of the magical tar, and he quickly slammed a large, empty iron trash can over the fae. Willow came and sat on top of the can, effectively trapping the fae inside.

"Sorry for the smell." She told him.

"I've been locked in worse." Puck replied through the metal.

Looking around at the damaged park, the fallen overhang, and the remains of the magical hijinks, the Manhattan Clan all let out a relieved sigh.

"We did it." Broadway said happily.

"It's not over yet." Goliath told him.

The group got back to the Empire State Building, Demona effectively chained and Puck willingly being led by Willow. Goliath erected the mirror once more as Willow turned to Puck.

"Alright Puck." She said, "Here's the deal. You return everyone to their natural forms, and we'll let you go."

With perhaps his first genuine smile since the evening began, he elegantly bowed.

"It would be my pleasure." He told her, then yawned widely. "But when this is over, I'm going to need a really long nap."

He turned to face the mirror, his form crackling with magic once more.

"First the humans I'll attend."

Power shot from his mouth and eyes once more, striking the mirror, then spreading through the building in a repeat of earlier. The power shot from the building's spire, striking every human in the city, returning them to their natural form. Puck then turned to Elisa and Willow, his eyes still ablaze with power. He smiled at them, then power struck them as well, reverting them to their human form. Goliath and Brooklyn went to their aid, helping the two newly restored human girls to their feet.

"Then the gargoyles will I mend."

Power enveloped the Manhattan clan, pulling Brooklyn and Goliath from Elisa's and Willow's grip, restoring them to their fearsome, gargoyle selves. Willow smiled at the change, hugging Brooklyn tightly. Puck then floated in front of them, an almost desperate look in his eyes.

"If his efforts you commend,
Free Puck; let him homeward wend.
"

Goliath took the chains in his hands, snapping them like twigs. Puck smiled widely, stretching his arms and spinning in the air.

"A deals a deal." Goliath told him.

Puck flew towards the mirror, grabbing Demona by her chains and tossing her through the glass. He was about to go after her, but then stopped.

"You're right Goliath." He suddenly said. "A deal is a deal. And the deal was that I return everyone to their natural form."

He then flew over to Willow, tapping the girl on the head.

"But after seeing this one flying about, I'm not sure what her natural form is." He announced. "Naturally she was born human, but she's got the heart and soul of a gargoyle."

Willow raised an eyebrow as Puck began to spark with magic again.

"So, how's about I keep my end of the bargain, eh?" he grinned.

Puck's eyes began to glow once more as he flew around Willow.

"Little girl named of a tree
More than human she yearns to be.
So now, with but a simple thought
She'll choose whether to be human, or not.
"

He tapped Willow in the center of her forehead, her entire body shimmering with power for a moment. As the glow faded, Puck darted over to the mirror, waving as he did.

"Enjoy!" he called back.

He then dove through the glass as the mirror erupted into bright green light. Shielding their eyes, the group watched as the mirror seemed to implode, before disappearing with a barely audible pop. The group stood there for a minute, everybody staring at Willow, wondering what Puck had done. Willow looked herself up and down, mulling over Pucks word.

"With but a simple thought…." She repeated.

Going out on a limb, Willow thought back to how she had felt when he had become a gargoyle. She imagined the way she had looked, and how amazing it had felt. As she did this, a green light enveloped her until only a silhouette could be seen. Said silhouette began to morph, sprouting large wings as the legs began more gargoyle-like. The light faded and there stood Willow.

Gargoyle Willow.

"Willow?" Brooklyn asked, approaching her.

Looking herself up and down, Willow grinned widely, jumping into the air happily.

"YES!" She screamed. "YES! I'M A GARGOYLE! I CAN TURN INTO A GARGOYLE!"

Brooklyn began laughing, picking Willow up and spinning her around. Lexington and Broadway all came over and hugged her as well as Hudson came over and clapped her on the shoulder good naturedly. Even Bronx was jumping around her happily.

"I'M A GARGOYLE!" Willow shouted again, unable to contain her excitement.

Goliath smiled at Willow, sharing in her happiness. Even Elisa was happy for her, but the detective felt a twinge of something else. For perhaps the first time in her life, Elisa was jealous. Still, she refused to let her personal feelings get in the way of Willow's excitement.

"Congratulations." She said with a smile.

Willow laughed and smiled like a kid during Christmas.

"I LOVE THAT PUCK!"

Puck and Demona reappeared in Demona's home, the she-gargoyle having been freed from her bindings in transit. She now sat in a gothic throne, brooding over her defeat. Puck, however, was zipping around the room happily.

"Oh, that was a romp indeed!" he cheered.

Demona was despondent and turned away from Puck, leaning back in the chair in an exhausted manner.

"Spare me your gloating…" she asked with a sigh. "Just go…"

Puck then appeared beside her, an expression of mock shock on his face.

"Without giving you something in return for all this merriment?" he asked. "Puck is many things, but never a poor guest."

Turning away from him again, Demona began making shooing motions with her claw.

"Please…" She practically begged. "Leave."

Puck was offended by her sudden dismissive behavior and scowled at the she-gargoyle before disappearing. However, he was far from gone. Suddenly, his voice seemed to be coming from all corners of the room.

"You wanted to be your gargoyle self by night, and not turn to stone by day, then so be it."

Puck then reappeared, hovering above Demona with a vengeful, almost malicious grin on his face.

"Fearsome creature who would stay
Unchanged by the light of day,
Remain you thus throughout the night,
and be thou flesh by dawn's fair light.
"

With that, Puck disappeared once more in a shower of green sparks, leaving Demona truly alone.

Dawn was fast approaching as the gargoyles prepared for their stone sleep. Willow had yet to return to human form, still relishing in her newfound gift.

"I can't believe this is actually real." She said in an elated tone.

"Oh, it's real." Brooklyn told her as he hopped onto his ledge. "And come tonight, you and I are going out flying, and we're not coming down til the sun comes up."

Willow smiled, hugging Brooklyn as Goliath and Elisa watched.

"Well, at least something good came of this misadventure." Elisa commented.

Goliath turned to her, trying to find the right words to say.

"Elisa, I-" Goliath began.

"Yeah, I know," Elisa interrupted. "You're as relieved as I am that things are back to normal."

Goliath shook his head.

"That's not what I was going to say-"

Elisa shushed him just as the sun rose, turning Goliath and the rest of the clan to stone.

"I know..." Elisa muttered, "but that's the way it is."

Almost reluctantly, Elisa turned, walking back inside.

Back in Demona's manor, she stood in front of one of the large windows, feeling the sunlight pouring through for the first time in her entire life.

"I don't believe it…" she gasped in utter shock. "He actually did it. And the sun is so warm. I never dreamed it would feel this good."

Stretching and enjoying the sun, Demona turned to see her reflection in Titania's Mirror and her enjoyment turns to utter horror.

Her large wings were gone, as well as her gargoyle legs and blue skin, replaced with pale skin and human features. Puck had turned her into a human. Screaming in rage and shame, Demona smashed the mirror to pieces.

"NO!"