Sorry this has taken soooo long, but I was playing with several different possibilities. I'll try to update sooner next time if I can get it movin'. So… enjoy… and review! Any ideas you guys have for how to go on would be good! Chapter 2

One of Sunnydale's many cemeteries-

The wind howled through the rustling trees, and a thin mist swirled it's way through the rows of graves, consumed by darkness, only lighted by the silvery shine of the moon. Through the rows walk four figures, shrouded in the surrounding darkness, eyes trained on those they are following…and sharing a bag of crisps.

            "So what do we actually know about the new girl?" Xander asked, indicating the three girls a way ahead, barely visible through the mist. Willow crunched thoughtfully,

            "Not much. Someone from Faith's past. Buffy says they were really close, but haven't seen each other for years. Seems nice enough."

            "Hmph. Seems fishy to me." Cordy moaned. Xander smiled and curled his arm around her shoulders, knowing the only think Cordy found fishy was the fact that Max was actually more stunning than her. She held Xander's hand over her shoulder and thought to herself, Ha! I still have it!  Oz took Willow's hand, not wanting her to feel left out, and asked,

            "Should we be helping them? D'you reckon we're too noisy for them?" a delighted laugh carried to them on the wind from the small group ahead.

            "That would be a no." Xander replied.

            "Hm." Willow frowned, "Not enough to have Faith for her new wonderful slayer pal, now they have Faith's friend too… we've been replaced!" she looked genuinely panicked. Xander cocked his head to one side,

            "Will, don't be over dramatic. You'll always be Buff's best friend. It's just different with Faith, y'know? It's… slayer stuff."

            "See, see, that's what I mean! We're not good enough for them, but Faith's friend is!"

            "Sweetie," Oz said calmly, "It sounded to me like Max has seen her fair share of action. Plus it seemed like they were more like sisters than just friends. You're paranoid, you have not been replaced! …And even if you had, I bet I could stop you worrying."

            "How?" Willow asked with a frown. Oz kissed her deeply, and wrapped his arms around her.

            "What were we talking about?" Will asked dazedly.

            "Completely naked?"

            "Stark! And this priest guy was just like huggin' me, saying 'oh lord thank you' and then the cops turn up, and arrest us both!" Buffy laughed quietly, she'd heard the story before, but Max grinned broadly, laughing out loud,

            "You're bein' a bad influence on your little sis." She said with mocking distain.

            "I'm sure you got your fair share o' stories."

Max sobered a little,

            "Not so much… a few heat induced moments, but nothing I'm sharing."

            "Oh, no way! Come on, Maxie." Fay nudged her sister.

            "No chance."

            "Heat?" Buffy said, still a few sentences back. Both Fay and Max stopped laughing and began commenting on this odd mist that had appeared. Buffy grinned slyly, "Ooh, so this is some transgenic thing, right?"

            "What? No, don't know what you're talking about." Fay mumbled.

            "Ok then… heat, embarrassment… all I can come up with is cats… but that doesn't work." Max couldn't help it, she burst out laughing, earning an elbow in the ribs from Fay.

            "Sorry, I couldn't help it! You're the one that made me think about it!"

            "Wait, you mean the cats bit is relevant? Oh god… feline DNA! No way?"

            "Yes way." Faith said with a flick of her hair. "Few times a year we go 'pop', and come on to absolutely anything with a d…"

            "Whoa, whoa, don't need the details!" Buffy said, holding up a hand.

            "Jeez, B! You been there, please don't tell me you an' Will have never talked about…"

            "Not a good subject." Buffy said quietly, and Fay bit her tongue, cursing her self.

            "Sorry, B, didn't mean to…"

            "S'ok."

            "I missed something, didn't I?" Max said.

            "Long story." Buffy sighed, causing Fay to crack up again. "You drunk?" Buffy smiled,

            "I don't think it's very easy for that to happen to us." Max said, supporting her hysterical sister, "I think it's just hype or something…" She laughed a little, and Buffy couldn't help but join in, it truly was infectious. They had stopped walking, and they leant against a tomb to calm down a bit. Max composed her self quite easily, and hopped up onto the tomb, watching in amusement as Fay slid down to the ground, breathless. Buffy joined Max on the tomb and they sat in silence for a few moments. The mist had thickened into a more dense fog and they couldn't see more then a metre for where they sat. Suddenly, the ghostly wall was broken by a figure, and both group cried out. When they realised that it was in fact the rest of the scoobies, Faith collapsed into another round of hysterics and Max rolled her eyes, "Great, you set her off again."

            "You guys scared the gedoodles outta us." Xander said, eyes still wide.

            "Oh, well, I wasn't even aware I had 'gedoodles' so I don't think you'll die without 'em." Max quipped. Cordy locked her arm tightly round Xander's and scowled at Max, who just raised an eyebrow. Cordy yanked Xander's arm and dragged him back through the misty wall. Max looked a question at Willow.

            "Don't mind her." The redhead replied, "She's… very protective." Max shrugged, and nudged Fay with a foot,

            "You ok, Fay?" she grinned.

            "Five by five… now I can breathe again. Sorry about that." She staggered to her feet. "What was with Cordy… no wait, forget I asked, I really don't care. Anyone else notice there hasn't been a single vamp around tonight?"

            "Yeah, cos we were being so quiet and sneaky too." Oz said. Max smiled. She liked this small, quiet guy. He was a man of few words, but the words he did speak usually seemed to be good ones. Fay smiled sarcastically and continued,

"Whatever dude, but if I don't blow off some stream soon, I'm gonna start laughing again and totally wreck my bad-ass rep." Max leapt up,

"Ok, find some vamps quick, I cant take any more hysterics!"

Buffy grinned, and Fay stood up, looking annoyed. The group continued to walk together.

            "So where'd you guys meet?" Willow asked Faith and Max. A momentary glance was past between the two, and Max answered, knowing it was simpler for her to lie, instead of causing Fay to deceive her friends.

            "Boarding school, when we were kids. Serious shit hole, so we bailed when we were nine." Fay couldn't help but smile at the simplicity of it… it was so close to the truth.

            "So why'd you come to Sunnydale, if you didn't know Faith was here?" Oz asked. Max clenched her teeth, nice as they were, these people asked too many questions.

            "Just passing through on my way to LA." She shrugged, "Bumped into Fay at the Bronze, and voila!"

            "That's another thing, why'd you call her Fay?" Max wracked her brains for a suitable lie, and opened her mouth to answer, but she was cut off by an ear-splitting scream for the direction in which Cordy and Xander had walked. Without even the slightest glance at each other, Max, Fay and Buffy sped off into the fog.

            "Xander!" Buffy yelled, to no avail. They kept running, dodging tomb stones until they broke through into an eerie clearing, where no fog obscured the view, and Cordy lay unconscious. Buffy rushed to her side, but Max and Fay hung back, their military training kicking in. Sure enough, no sooner had Buffy fallen to her knees by Cordy, than a group of vampires ambushed her. Lucky for her they didn't have military training, and hadn't thought to look for her friends. Max and Fay sprung to life from the mist, sending vamps flying. Willow and Oz caught up in time to see Buffy, Faith and this girl they thought was just a friend from Faith's past beating the crap out of a huge gang of vamps. Xander also stumbled into the clearing from where he'd been dumped by the vamps, and saw Max's skills up close. With only a few vamps left, Max staked one, then back flipped, catching the neck of the one sneaking up behind her in a leg lock and slamming him to the ground. Faith was standing above him and staked him the second he hit the ground. When the fight was over, neither Faith nor Max seemed even out of breath.

            "You ok?" Faith asked Xander, who nodded, wide eyed, and then joined Buffy to check Cordy. Max looked to Oz and Will, who were also sporting eyes like saucers. She frowned slightly,

            "Fay…"

            "Way ahead o' ya, sis."

            "It's a lot more complicated than 'boarding school', isn't it?" Willow said. Buffy's head snapped up as she realised what the others had seen. "And you never answered when I asked why you called Faith 'Fay'."

            "Maybe we should head back to the Bronze. I've lost the giggles now." Fay suggested. Will tried to stop the subject change, but one look from Fay shut her up, as a cold, hard mood she'd never noticed before filled Faith's eyes. As Cordy was waking and didn't seem hurt, they took Fay's suggestion and headed back to the club.

The Bronze.

Xander got drinks for everyone, and they all sat around a table at one side, and looked to Max and Faith. Max grimaced,

            "You guys are way too observant."

Willow laughed at this,

            "Sorry. But what is your deal, Max? Oooh! Are you another slayer?… Buffy, did you die again without telling us!?"

            "No!" Buffy grinned, "And neither did Fay."

            "Ok, there you go again." Xander cut in, "Why do you people keep calling Faith, 'Fay'"

            "Cos that's my name." Fay said quietly. Max got the feeling Fay had finally made up her mind about what to tell them. Fay met Max's eyes momentarily, and Max smiled, telling her sister that she could say what she liked, and Max would support her. Fay smiled broadly, "Ok. Here's the sitch. Max is my sister… or as close as I have. We grew up together in a secret government program known as Manticore, in which they planned to create the perfect soldiers: - viola, me an' mine."

            "Huh?" Xander asked. Max smiled and had a go herself,

            "Manticore is a mega-secret government project. They used recombinant DNA to genetically engineer superior soldiers. …Think… X-men, mutants, k?" Xander nodded, finally grasping some part of what she was saying. "Only with us, the mutation isn't some natural anomaly, it was on purpose, they mixed in feline DNA, shark DNA, and god knows what else, to make these transgenic soldiers. Then they trained them… us, as soldiers too." Faith, seeing the guys were actually following this, joined in,

            "Thing is, to function as a soldier, you need a certain amount of free will, so that you can make tactical decisions, right?" Xander nodded ferverently, he understood military stuff, thanks to his Halloween GI Joe experience. "So when we were old enough to use that freewill and think, hang on a sec, they treat us like crap, there must be something better than this out there, a whole load of us decided to split, and take our chances in the outside world. I don't know how many of us made it, but Max an' me are two of those. That's how come she's strong like me an' B, and is also a wicked fighter even though I haven't seen her since I've been the slayer."

            "Wow." Willow said, eyes wide. Oz nodded,

            "Cool." He said. Xander looked like he'd just been dropped into a comic book, just grinning broadly. So they all looked to Cordy, who looked like she might be trying to work something out, then she said,

            "Huh?"

            "Don't worry honey, I'll explain later." Xander whispered. Max smiled, they may ask a lot of questions, but their experience with the supernatural allowed them to believe things much easier than most would. She, Buffy, and Fay stood up, deciding to go dance, and Oz and Will joined them. Cordy called after them,

            "But you…. And they… what?"