Joe's Note: And now, since I took over the Joe's Note of Chapter 1 to talk about what was going on with the reboot, a bit about this story. I was doing one of my regular 'purge the Challenge section with fire' crusades and ran into OldManAlexi's 'A Mutating Halloween' challenge. I liked it and so I decided to do something with it. Given that cheerleaders are a clique that are fairly well tethered to pop culture, the events of Buffy the Vampire Slayer have been pushed forward from 1997 to 2013. After all, it's a lot easier to find cultural information from two years ago than close to twenty years ago. The same applies to the original X-Men movie for the exact same reason. The rest of the universe is synthesized from a variation of Sony's now-defunct Amazing Spider-Man universe combined with the Marvel Cinematic Universe, which I know will cause problems if I try to carry this story onward into the events of 2017 and beyond in the MCU, but oh well. I can't really leave out the entire Spider-Clan for the next two years, especially given Cordelia's costume. Knowledge of the comics is helpful but unnecessary. Having seen the movies, on the other hand? Significantly more important when it comes to understanding what's going on.
Dedications & Thanks: To Nicholas, Howard, Jade, Alexander, Tibor, Alonsis2, Daniel, Clark, Adrien, erlking, ridillin, Haematite, Charles, Jacky, Edward, Andrew, Roofcrawler, Wil, PbookR, Samuel, Mikey, Beverly, Daniel, Charles, Crygon20, Subtle, Christopher, Stephen, Fablesrogue, Morgan, Joseph, Jason, RileyWestfall, bloodylord, Marc, Ziryo, Chris, George, Koby, William, Devin, JJbelle, David, Gavin, TheTenthAncestor, Lookshy, Mauday, John, Roman, Warren, and Jess for sponsoring me on , and making it easier for me to spend more of my time writing.


November 1, 2013
Chase Household - Cordelia's Room
Sunnydale, California


Staring at her reflection in the mirror, Cordelia Chase scowled and poked at her chest. Well, this was just great. For most girls, realizing that their bras were too small to do their job properly any longer and trading up for the next biggest size would be a cause for celebration. As long as the change was to the cup size, Cordelia amended; your band size going up just meant you were getting chunky and that you needed both new bras and a gym membership. But in her case, her bras were now insufficient because she'd gone up several cup sizes. Overnight. If not for the fact that her hair and eyes had both somehow turned bright green just as suddenly, she knew what everyone would be staring at when she inevitably left the house.

Oh, who was she kidding? Her breasts had gone from attractively large to figure-dominating flesh bags. Her new hair could have been all the colors of the rainbow or her eyes a demonic red, and people still probably wouldn't have even noticed she had a head. Pressing them together between her arms, Cordelia shook her head at the mile and a half of cleavage her actions created. Jesus. They were huge. Easily three cup sizes bigger than the bras that currently filled her dresser, if not four. She'd just come into a full D cup over the summer, prompting her to replace both her bras and a few tops that looked a bit too Harmony-esque with that much chest showing. While the latter had been a bit irritating - she'd liked one of those shirts a lot - the former had left her worrying about her future. A 36D had been close to the upper limit of what the local Victoria's Secret carried in some styles. She still had a good four or five years of potential growth left ahead of her; if she'd kept going at her previous pace, it wouldn't have been long before she'd grown into a size where bras went from cute or sexy to mundane yet functional.

Well, she was firmly into that territory now. Cordelia out a slightly hysterical chuckle; worrying about the unattractiveness of bras sized DD and beyond seemed so stupid now. At least stores carried some DDs, even if the selection wasn't the best, and occasionally one more size beyond that. Now? She'd be lucky if she could find somewhere that stocked bras she could fit these monsters into. C had been nice, D had been tolerable even if it meant guys tended to lose track of where her face was, but these… these were just shy of freaky porn star territory.

Ugh. This was what she got for deliberately letting weirdness into her life. Cordelia had originally been planning to go as a sexy cat girl for Halloween before worrying that it was a bit childish and mundane for someone of her standing. Then she'd seen an artist's depiction of one of Spider-Man's partners while channel surfing and had an epiphany: switching from her original idea of a leotard, tail, and cat ears to the Black Cat was the perfect way to sex up her original idea and remind everyone who the hottest girl at Sunnydale High was, all without needing to go to her friends and tell them she was changing her mind. After all, the Black Cat was 'a cat girl', right? But finding a place that would sell a fitted black PVC catsuit - that wasn't absolute shit, Spirit Halloween quality work - to someone who was still a minor had turned out to be damn near impossible, leading Cordelia to resort to throwing an obscene pile of money at a seamstress her mother knew to come out to the house and do the entire costume from scratch.

By the time they were done, Cordelia found herself wishing she'd turned to Beth from the beginning. The woman had started by looking through the pictures Cordelia had scraped together through hours of raiding the woman's social media account mixed with thoroughly dredging the Internet for every even halfway decent picture, creating a composite that contained all the common elements from across every picture, sketch, and story. They'd quickly determined that there were some differences between Cordelia's 'busty for a high school girl' measurements and the figure that the Black Cat was purported to have according to the bulk of reports, but Beth had asked a single question: did Cordelia want to look like the Black Cat, or like Cordelia Chase dressing up as a sixteen-year-old Black Cat? Then she'd gotten to work.

Beth's 'small words' description of her final solution had been both amusing and amazing in its simplicity: padding. According to the seamstress, Hollywood often employed a gel-based padding for their own versions of what Victoria's Secret sold as the 'Bombshell' bra, a comparison that Cordelia was familiar enough with. She'd bought a handful of the 'two cups bigger' bras as a 36C and picked up another during her 36D shopping spree for those outfits that she wanted to add a little extra 'oomph' too. Beth had just taken it a few steps further: the hips, butt, and chest of her costume had all been padded out with the material, leaving Cordelia with wider hips and a rounder ass to go with her expanded bust line and incredible cleavage so realistic that even she had problems remembering it was fake sometimes. An accurate enough for her taste domino mask and a suspiciously good quality white lacefront wig from that new store Ethan's, and she'd been ready for a night of fun at the Bronze with her friends.

Two dances into what was supposed to have been an awesome night of costumed fun, there'd been dizziness followed by a whole bunch of blackness. She'd woken up on her own back lawn several hours later with sore muscles in the strangest places, and not even 'those' strange places, so it wasn't like she'd been date raped or something. But it was only after sneaking back into the house and up to her room, when she was stripping down before sliding into a nice hot bath, that she discovered something even more unsettling. That expensive catsuit of hers, with its extensive and carefully customized padding? It was suddenly a lot less padded. And the body inside it was a lot more padded.

Then she'd tugged her white wig off to reveal bright green hair in place of the brown locks she'd been expecting to see; a few seconds later, she'd found the same shade of green hiding beneath her blue contacts as well.

Strangely enough, the below the neck makeover actually bothered her more.

Ugh. Why had her family moved to Sunnydale again? Oh right, the cheap real estate. Except they were rich. Had it really been necessary to save a few thousand by buying a big house in a craphole town instead of a big house somewhere cooler? Had her dad been paying off a sexual harassment settlement or something? Did the money saved thanks to Sunnydale's lower property taxes go towards child support for some half-sibling by way of a former servant that Cordelia had never met? Well, whatever his excuse… good for him. He'd saved a bit of money on their house. Was it enough to pay for the breast reduction she was going to need, and maybe a few years of therapy to boot?

Taking a deep breath, Cordelia drew herself up to her full height as she stared at her reflection, doing her best to compensate for the increased weight on her chest. As irritated as she was with her father, her hometown, and life in general at the moment, standing here glaring at her new self all morning wasn't going to accomplish anything. But at the same time, she knew that there was no way in hell she could go to school looking like this. While she was fairly certain she could use her social standing to browbeat anyone who got too curious about her physical changes into submission, there was nothing currently in her wardrobe that would fit her new figure and if there was one thing she didn't… wouldn't… do, it was ill-fitting clothes. She was Queen C. She was better than that. "Maria!"

"Yes, Miss Cordelia?"

"If my mom hasn't dragged herself out of bed yet, I need you to scare up one of the servants with a light accent. Someone needs to call the school and pretend to be her; tell them I'll be missing at least first and second periods because… go with 'doctor's visit' or something. I want to try and make my afternoon classes, so nothing that makes me sound like I'm dying." Looking back over her shoulder at the doorway, Cordelia met Maria's eyes and then raised an eyebrow at the woman's complete lack of reaction to her new appearance. Well… good. She had no desire to be stuck dealing with hysterical minions, especially since she'd probably have to do so when she caught up with the Cordettes. "And then you need to take me to the mall. Actually, we need to find a store that sells stupidly big bras and then the mall."

"Yes, Miss Cordelia."


November 1, 2013
Sunnydale City Limits
Sunnydale, California


Despite the fact that Sunnydale was bisected by US Route 101, which should have created a steady flow of traffic by way of its connections to Los Angeles to the south and San Francisco to the north, remarkably few cars could be found crossing the town's border at eight o'clock on a weekday morning. That in turn meant there were very few witnesses when a beam of swirling rainbow light stabbed downward from the heavens, and none at all who were inclined to investigate either it or the tremor and cloud of dust created by its impact with the ground.

With the thick cloud of debris kicked up by her arrival protecting her for the moment, Mæja Mæjannujardóttir remained in her landing crouch as the Bifröst's energies dissipated. When that turbulence was gone, she reached out with her arcane senses to map the world around her. Not only did all forms of life resonate in particular ways, but the dead creations of Midgard created predictable gaps if one knew what to look for. The long strip of deadness running parallel to her position was a road, for instance, and a more important one than the strip of deadness that arced off it at some point behind her and curled off to her right. Trees occupied the majority of the gap between the two roads, although there was something distinctly dead a few yards ahead of her… a road sign, perhaps? If given the choice, she would have preferred a landing spot with a bit more privacy than the side of a highway… but given Amora's fondness for appearing in the middle of some of the mortals' biggest cities, she'd dealt with worse.

Actually, if not for that exact habit of Amora's, the young valkyrie doubted she would have been assigned her current mission. Despite the princess's best efforts over the past few months, perilous few of the valkyries had acclimatized themselves to modern Midgard to the point that they could be trusted to wander the realm without Lady Thrúd's direct supervision. Only four, as a matter of fact, including Mæja herself. Out of them, Brynhildr Buðladóttir and Kára Hálfdanardóttir both lacked the magical prowess necessary for the mission at hand, which essentially reduced Odin's options to sending Mæja or Göndul Vagndóttir. And while Göndul was a bit better with delicate magics…

Her magic brushed up against a sense of oily 'wrongness', more potent than - and completely separate to - the suffocating cloud that hung over Sunnydale as a whole. "Opna!" Thrusting her hand into her cleavage, Mæja curled her fingers around the handle of her blasting rod and jerked it upward, pulling it from the pocket dimension she used to store the majority of her material possessions. Swinging it in a wide arc, she released an unstructured burst of magic that dissipated the last of the cloud created by her landing, allowing her to spot what had disturbed her senses: an unfamiliar but hostile looking being. If the way it grated against her senses wasn't enough to put her on edge, its jagged teeth and long, sharp claws were. It took a step forward out of the tree line, growled at her, and then lunged. Mæja reacted on instinct, gathering her power as she thrust her blasting rod forward. "Sprengja!"

…not everything in Sunnydale required a delicate touch.

As the creature's mangled corpse collapsed to the ground, Mæja turned her attention back to the road sign that stood before her, green and white metal advertising what lay further down the highway. 'Exit 94B - Hermosillo Road: 1/2 mile. Downtown Sunnydale: 3 miles'. While the latter was easily within her ability to cover in a tolerable amount of time, a Midgardian vehicle could get her there faster… and the sooner she reached her destination, the sooner she could investigate the two peculiar bursts of magic that Heimdallr had detected emanating from the town the previous night, and the sooner she could return to Asgard.

Mind made up, Mæja returned her blasting rod to storage before walking out to stand at the side of the highway. Her keen eyes allowed her to evaluate each car as it rolled toward her: already full, driver eyeing her oddly, so battered that she doubted it could support her weight, Thrúd had warned them to avoid white panel vans but hadn't explained why… finally, she spotted a larger vehicle that looked similar to the ones used by SHIELD. Thrusting her right arm out away from her side, she extended her thumb and waited. The SUV slowed fractionally and wobbled a bit, as if the driver was uncertain about their course of action, before making a decision and rolling to a stop next to her. Leaning over, the young blonde driver opened the door for Mæja. "Wow. That's an awesome outfit! Are you going to a ren faire or something like that?"

The corner of Mæja's mouth quirked upward as she climbed into the vehicle. "Something like that."


November 1, 2013
Sunnydale High School - Library
Sunnydale, California


"G-Man! I have a bit of a problem here!"

Sighing, Giles reached up to pinch the bridge of his nose. Some days, he really regretted allowing the Council to assign him to watch over the Hellmouth and its Slayer. Today was apparently shaping up to be one of them. Because as useful as Buffy's friends could be under certain circumstances, most of the time they were just plain exasperating. "Xander, how many times have I told you not to…" Rising from his chair, he opened his office door and froze as he took in the person standing before him. "…call me that?"

A person who looked very much like Willow but presumably wasn't gave Giles a lopsided smile that was pure Xander and moved to sit on the edge of one of the library tables, kicking her legs slowly as she stared at the librarian. "One time too few for it to actually sink in?" Sobering up, 'Willow' gestured to her body. "Like I said. I have a bit of a problem on my hands here."

"Xander? I assume that's you in there and that you haven't convinced Willow to play a horribly obnoxious prank on me?" 'Willow' nodded and Giles groaned, pulling off his glasses and polishing them furiously. A praying mantis woman, an Incan mummy girl, having his body occupied by a hyena spirit, and now this. With all of the mystical misfortune the boy seemed to attract, how was he not dead by now? "Do you know how you came to be in possession of Willow's body? Anything that might help us return the two of you to your rightful… she is in your body, right? This is a simple exchange of spirits?"

The person he now knew to be Xander shook his… her head. "As far as I know, she should still be Willow-shaped too at the moment and is probably sitting in class wondering where I am. No, see, this is where it gets weird and kinda disturbing. Somehow I got turned into a shapeshifter. A blue-skinned, definitely female shapeshifter. And considering I dressed up as a United States senator who was - last time I checked - a middle-aged white man, I'm not sure I like what that means."

Yes, the implications were rather ominous. If a spell turning everyone into their costume had turned Xander into a shapeshifting demon of some sort when he'd attempted to dress as a politician, it meant that a demon had somehow snuck its way into a fairly important position in the government. Bloody lovely, that. Incompetent Americans couldn't even make sure their elected officials were human. He'd have to pump the boy for more information on that front after they dealt with this crisis so the Council could dispatch a wetworks team to deal with the situation. "All right, first I need you to show me what you really look like. Perhaps I can identify what species of demon you are. And then we need to sit down and discuss as much as you can remember about last night. And why you've chosen to take up cross-dressing."

"In no particular order… believe me, I'm not particularly happy about being without a certain part that I've had all my life. But my shifting seems to be based on how well I can picture a person. Evidently I should have spent more time staring at myself in the mirror or had better self-image or... something, because I can't turn back into me at all. And it's not that I can't turn into guys, either. I just can't turn back into myself. I had to pick a girl, though, because… well, the Xan-man looks at the ladies. The only two I could get looking even halfway human were you and Jesse. Problem is, my Jesse kept coming out as a game face vampire, so I couldn't exactly show up like that. My version of you was human but kinda like, bad funhouse mirror human. Also a no-go." Xander gestured down at his… her… body. "That left me with Buffy, Willow, Cordelia, and two or three other girls from school who will remain nameless because I don't want to admit to having looked at them that closely." Tugging at the sweater he was wearing - Giles had decided to just think in masculine terms, since there was a male mind inside the female body - Xander grimaced. "I had a spare key to Willow's house and know her the best, so she was the obvious solution."

It was a respectable enough solution to an incredibly unusual problem; Giles had to give the boy credit for thinking things through, coming up with a plan, and executing it, all on such short notice. Especially given… "Yes, I dare say I would prefer to remain one of a kind for the foreseeable future. Moving on, could you please show me your, erm, natural form? Or what passes for your natural form now that you've been changed by Ethan's spell?"

Xander nodded and scrunched up his face in concentration before relaxing. Slowly, his body began to change, pale skin turning blue as Willow's trademark long red hair shortened and turned a brighter, unnatural shade of red. Xander blinked and Giles gasped: in that fraction of a second, Xander's eyes had gone from blue to an inhuman yellow. After a moment, the azure adolescent gestured to his body. "Tada."

"Fascinating. I've never even heard of a species of demon that looks anything like this. Perhaps… that infernal machine over in the corner has a camera built into it, does it not? Could you perhaps take a few pictures of yourself for me to forward to the Council's research division? We'll withhold your real name, of course. While most of the Council's members embrace a 'live and let live' policy when it comes to benign demons - if for no other reason that we lack the manpower to hunt down both them and harmful demons - there are a small number of members who are considerably more vicious. I'd hate for harm to come to you because you decided to confide in me." Xander nodded in assent and turned away, presumably to head over to the computers, only to stop when Giles called out to him. "Oh, and when you're not actively photographing yourself? Please, for the love of God, change yourself back into Willow. I've already had to explain the existence of the Hellmouth and magic to one person this morning, and Miss McKee had far too many questions for my liking."

Chuckling softly, Xander looked back over his shoulder and nodded as he shifted back into the form he'd been wearing when he arrived. "Don't look at me; I was doing my best to keep Miss Wiccan from finding out for that exact reason. Whose bright idea was it to finally let Kat in on the secret?"

Giles furrowed his brow at that; given that she wasn't one of the 'Scoobies' that assisted his Slayer, where exactly had the girl come from that morning? "I believe Willow was too absorbed in her thoughts to notice that Miss McKee followed her into the library. I came out of my office and began asking Buffy questions, which…" He trailed off, eyes widening. "I suppose that makes me guilty on that front, doesn't it?"

"If it makes you feel any better, she would have known by the end of the day anyway. I thought up my to-do list assuming that this wouldn't be a five minute fix, and getting your permission to let her in on our secrets was at the top of that list. She's not exactly Cordelia, but she's got better fashion sense than Willow without the 'ending up with my butt hanging out' potential that would come from letting Buffy take me shopping for clothes. Relevance being that I can't keep living as Willow, or stealing her clothes for that matter and so I'll need some clothes of my own to hold me over until you can turn me back into me. Kat would be useful for that." Making his way over to the printer, Xander opened the paper tray and tugged free a sheet of paper. "Speaking of my list, I should probably write it all down before I forget."

A rather sensible course of action in Giles's opinion; nobody could remind you of what you were forgetting if they didn't know what you were supposed to do either. It would also keep her productively occupied while he made a few phone calls. Starting with one to the Council so he could ask for a raise. He just plain wasn't paid enough to deal with what the Hellmouth was bringing his way these days…


"…like I said earlier, my abilities seem to work on willpower and familiarity. Definitely 'and' rather than 'or', though. I have to focus and push the change to make it happen, but no matter how bad I want it, I can't turn into someone that my mind can't pull together the pieces for. So… I'm not sure if you noticed, but when I showed you all the girls here at Sunnydale High that I could mimic? I'm sure that the voice is a bit off on at least one of them. I just don't talk to her enough. Beyond those five, there are a half-dozen girls, maybe eight or ten max, that I can get sorta right but not quite. Which actually could come in handy, since it'd let me get around without the risk of being someone's twin. Hmm. Maybe I could use a random girl's form to get out and spend some time guy watching? It wouldn't solve the problem, but it'd buy me some time using the right bathroom. Of course that would mean staring a lot at a guy or two or three, and… well… eww."

Pausing with the library door half open, Willow frowned as she tried to make sense of the conversation. The voice was very familiar, but she couldn't for the life of her pin down whose it was. And what was this about an ability? That let them turn into other people? Was Giles talking to a mutant or demon of some kind? But why would he be friendly to someone like that? Demons were evil - well, for the most part - and mutants weren't necessarily evil but not really the kind of people one wanted to associate with, especially in public. Slipping into the library, Willow carefully closed the door and hugged the wall, sneaking closer to where the voice had come from. She'd originally skipped lunch to ask Giles if he'd seen Xander - who had still yet to turn up after two periods - but this was much more interesting.

"Fascinating. And quite right about the twin problem. Which reminds me, we need to decide how to handle your identity for the duration of this crisis, preferably before Willow and Buffy drop in and see you like this. Buffy would likely try to slay you on sight and Willow… I'm not entirely sure what she'd do, but I doubt she'd be pleased with you." Willow peeked around the corner, spotting Giles with his back to her and blocking the other person from view. "Have you tried turning into someone who doesn't exist at all? Making up a face in your mind to shift into?"

"Yeah, but I don't think that's a long-term solution either. I'd have to perfectly memorize the person I created just like it was a real person, or… well, I suppose I could stay in that form all the time. Maybe. I don't know, what if there's a time limit on how long I can hold any one change? Or I revert automatically when I fall asleep? If I'm not lucky, I'll wake up tomorrow morning with the same familiarity problem for my made up person and be right back where I started. Best case scenario, I'm eternally stuck as whoever I think up and can never use my new abilities for anything ever again." Willow inched a bit to the left, getting a partial glimpse of the girl who was speaking. The first thing that caught her eye was red hair… her red hair. Suddenly, why she might react negatively to meeting this person made a lot more sense. Giles's friend had stolen her body! This was the last thing she needed, considering rumors were already spreading after 'her' behavior the night before. "Although I did figure out something while I was waiting outside for classes to start. I can sorta… misremember… people if I try. So I can use the memories I have to make a good shift, but then make myself a little different so I'm not quite right. You know, like when you see someone you think you know but when you tap them on the shoulder, it's not them?"

There was a long moment of silence and then Giles flinched. "Ah. I see. If you could be so kind as to spare me your puerile fantasies and change back? I dare say that's even more disturbing than seeing a Willow who has your grin, Xander."

Wait, what? Xander… was Xander a shape-shifting mutant who was stealing her body? That was the only thing that made even the slightest bit of sense, since he certainly wasn't a demon… right? Unable to contain her curiosity any longer, the redhead stepped out from behind Giles, freezing at the sight before her. Although, to be fair, the Willow-shaped-Xander seemed just as shocked to see her. "Will! This isn't what it looks like."

"So I'm not looking at a girl who could be my lesbian love child with Christina Hendricks?" Well, the oversized breasts were the most visible of the changes, but there were others that Willow was noticing the more she looked. Like how Xander had turned her blue eyes brown, added a generous helping of orangish freckles to her skin, and lengthened her hair before turning it a color closer to stop sign red. Inevitably, though, Willow's eyes gravitated back to Xander's chest. Wow. Those were really big. Like, probably bigger than Cordelia big. Which officially put them in huge territory and meant they definitely did not belong on her slender body.

The creepy, not quite right, Willow-shaped-Xander slumped for a moment before straightening up again and meeting the real Willow's gaze as he slowly changed back to a perfect replica of her actual appearance. "Okay, so this is exactly what it looks like. But there's a really good explanation for all this." Willow shot Xander a skeptical look and he held up his hands defensively. "There is, I swear! Seriously, do you think I want to run around looking like my best friend? I had to pick someone I knew and change into them, or I woulda been stuck running around town looking like this." And then Xander's flesh rippled and changed.

Into a Smurf.

Actually, that wasn't entirely accurate, Willow realized. Smurfs had white hair, while Xander had gone back to having the stop sign red hair that he'd been sporting when she first caught sight of him, albeit far shorter this time. His skin had patches of blue scales instead of being entirely smooth, another non-Smurfy feature. And his eyes… instead of being her blue or the chocolate brown that he'd been using when she first saw him, they were now entirely yellow save for the pupils and very demonic looking. Oh, and while it had nothing to do with her initial Smurf comparison, the whole female body thing was pretty weird too. He wasn't Xander-shaped anymore. He was creepy demonic blue chick-shaped. How… when… why..?

Before she could ask any or all of those important and very valid questions, the library doors slammed open as Cordelia stomped in. A very green-haired Cordelia... who had evidently gotten the memo that Xander was borrowing certain bits of her and had likewise upgraded to keep her throne as the bustiest girl in school. What the hell? "I don't suppose one of you freaks wants to tell me why I took my wig off this morning and found this underneath instead of my real hair? And don't even try pretending to be innocent, because we both know that everything weird that happens in this town involves you people. Well, at least since Buffy came to..." She trailed off, eyes locked on the blue girl sitting on the library table. Rather than scream or run, like Willow would have guessed, Cordelia's eyes narrowed hatefully. "Mystique!" And then in another move that surprised Willow, the cheerleader thrust her oversized purse out in front of her and yanked it open.

Six jagged shards of metal rose up out of the bag and hovered for a moment before launching themselves at Xander.