Dark Angel Storyline:

Mid Second-season, somewhere around "Love in Vein" - Max burnt down Manticore and freed all the transgenics, including the extremely-hot-yet- playfully-annoying Alec (*sigh*). The virus is in effect, but it's not really relevant to this storyline.

Buffy Storyline: Around mid sixth season. I am kind of new to the buffy scene (Thank you reruns on FX!) so I am not sure I have all my stuff right! ( I love the show though!!!! Anyway, Buffy's mom is dead, and Dawn is around..Spike is on Buffy's side, Giles is still here, and he and Anya do the magic shop thing. Willow is still just quitting her Wicca obsession.

Also, a lot of people have asked me what the 'pairings' are for this FanFic. Right now it's not really anything, maybe later though :-) I doubt there will be any Max/Alec (M/A), just because I think they make better friends than anything else.

Please read and review! If you wanna contact me, my e-mail is alias_angel_girl@yahoo.com

Also, several people have asked me about this- If you want me to e-mail you as soon as I post a new chapter, then either put your e-mail address in the Reviews, or e-mail it to me. I will send out an e-mail to everyone right after I put up a new chapter.

Don't forget to Review! It's what keeps me going! Even if you don't have anything to say about this FanFic- just review, so I know people are reading it! :-D

NEXT CHAPTER..will be up sometime **before** June 11th, because I will be away at Dance Camp the 11th and don't get back until the 14th.



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Buffy quickly snapped back to reality. She looked from the broken crossbow to Max. "That's it..." she said as she yanked off her jacket and tossed it to the ground. "I'm just going to take you down the old-fashioned way."

Max smiled. "I would just love to see you try," she said as she assumed a fighting stance.

"Xander, Willow; do me a favor and stay out of this," Buffy suggested as she also prepared herself for a fight. "You too Spike."

Xander replied with a nervous nod and he and Willow quickly went to hide behind a tree. Alec folded his arms across his chest and a small smile appeared on his face. This was going to be interesting.



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"C'mon, blondie," Max taunted with a flip of her hair, waiting for Buffy to make the first move. "Show me watch ya got." She raised her hands in fists, thinking that this was going to be a fast and easy fight.

Buffy shrugged at the girl in front of her. "If you insist," As soon as the words left her mouth, she sent a fist flying at Max's head.

Max quickly brought her arm up to block the punch and shot her foot out lightly, kicking Buffy in the stomach. Although it wasn't powerful, the kick surprised Buffy and caused her to stumble back a few steps. "Not so easy, is it?" Max mocked.

Buffy stared at her opponent, a determined look in her eye. "Guess not," she muttered before taking a step towards Max and releasing a series of punches at her. The brunette struggled to block them all, but failed to stop one of them, and it hit her in the side of the head. Max grabbed her head in pain, this girl hit hard!

"All right, that's enough of that," Max said, her anger rising. "I'm not holding back" She then did a front flip over Buffy's head. As the blonde started to turn around, Max did a round-house kick to her opponents head. Before she could recover, Max elbowed her in the stomach.

Buffy was impressed with Max's flipping abilities, but was only slightly phased by the kick and hit. "Good, that's the way I like my fights," she managed to reply before jumping up and performing a spin-kick.

Max used her extreme jumping abilities to dodge the kick, and sent Buffy a fake smile as she landed. "You must like to lose, too." Max then did a back-handspring, kicking Buffy as she did so.

The kick hit Buffy hard, and knocked her to the ground. She sat up and groaned internally. From her position on the floor, she used her feet to sweep Max's legs out from under her and knock her to the ground. Buffy then did a backwards roll and pushed herself up so she was standing again. "Look who's talking," Buffy taunted, staring down at the dark-haired girl.

Max ignored the comment and flipped herself up, so that she too was standing again. "Guess we're right back to where we started," Max said in an amused tone.



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Alec stood to the side, watching the fight intently. "Looks like Max finally met her match," he said to himself with a grin. "That Buffy girl is pretty hot herself.." Alec was too busy wishing that both girls were wearing less clothing to notice Spike creeping up behind him. He finally sensed the vampire standing there, and turned around, only for his face to meet with Spike's fist.

Alec took the hit hard and fell to the ground. "Oh you wanna play rough?" Alec asked, annoyed. "Cuz I could stand to kick your ass right now."

Spike smiled as he knocked the boy off his feet. "Playing rough is my style," he replied in a mocking tone. "If you can't handle it, then you can just have your little girlfriend over there come stand up for you." As he said this, he motioned toward Max, who was busy with fighting Buffy.

"Ya know what? I am really going to enjoy beating the crap out of you," Alec said as he stood back up. "And for the record, she's not my girlfriend. To tell you the truth, I really don't think she likes me. Even though I AM her so-called 'brothers' clone."

Spike swung at him again, but this time Alec was ready. He easily caught Spike's arm and grinned at him. "This is going to be fun.for me at least" he said before giving Spike a sharp kick to the stomach.

Spike groaned in pain and jerked his arm away from Alec. Before he could try anything else, Alec spun around and elbowed him in the face, causing him to stagger backwards a couple of steps.

"I really don't think I like you EITHER," Spike managed to say as he grabbed the collar of Alec's jacket and started to throw him to the ground.

"Aw, man.and I thought we could be buddies," Alec whined in a mock-hurt voice. With that he banged his head against Spike's, causing Spike to release and double over in pain. "Having fun yet?" Alec asked with that mischievous grin of his, his tone still mocking.

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Xander and Willow didn't leave their position during the entire fight. "She's good," Willow said, referring to Max. "But so is Buffy. Who do you think will win?" She shifted her gaze to Xander, waiting for him to answer.

"Xander, are you even listening to me?" Willow asked after a few seconds of silence from his direction.

"What? Huh? Oh.yeah, of course, Will," Xander said as he tore his eyes away from the two girls fighting. "I don't know, but Spike was right- that girl IS pretty hot."

Willow rolled her eyes. "Typical guy.." She muttered.

A few minutes later, she elbowed Xander to get his attention.

"What now?" he asked, slightly impatiently.

Willow pointed to where Spike was getting beat up by Alec. Although Spike managed to get a few hits in here or there, it was obvious that he was losing this battle.

Xander's face lit up when he saw this. "Hah! Looks like Spike is finally getting what he deserves," he said in an extremely happy tone.

"But I thought Spike couldn't attack people, because of that government chip in his head," Willow stated, a puzzled look spread across her face.

Xander shrugged. "Maybe he can fight whatever Max and Alec are," he guessed. He looked from fight to fight. "All I know is, I really wish I had some popcorn right now."





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"Had enough yet?" Max sarcastically asked Buffy after punching her straight in the face and giving a sharp kick to her shins.

"Funny thing," Buffy managed to reply, "I was just going to ask you the same thing." Her voice held the same sarcasm as Max's. Buffy managed to hit Max in the stomach twice before Max blocked her arm.

"Hey! That almost hurt," Max said as she took Buffy's punches. Max tossed her hair out of her face before sending an arm flying at Buffy's head.

Buffy was getting sharper. She managed to catch the arm coming at her face. She then used it to spin Max around and twist her arm behind her back.

"So, who's winning now?" Buffy asked the other girl with a grin on her face. Max struggled for a second before flipping Buffy over her head, sending her flying to the ground.

"Me," Max said, sending a smirk to the girl lying on the ground in front of her. "Just like always."

Buffy glared up at her, then flipped herself up. "You're getting kind of annoying," Buffy said with a bit of anger in her voice. Before Buffy could fully regain her balance, Max round-house kicked her, nearly knocking her back to the ground.

"Sorry, it must be a genetic thing," Max replied sarcastically. She round- house kicked Buffy again, but by this time Buffy was back on her feet. She caught Max's foot and immediately enjoyed the fact that Max couldn't move unless she let her foot go.

After sending Max a 'What-are-you-going-to-do-now?' look, Buffy used her Slayer strength to twist Max's foot, causing her to spin in the air for several seconds before she hit the ground.

Max groaned as she rolled on the ground for a few feet before coming to a stop. Max spun around so that she was lying on her back. "Now that wasn't fair," she complained as Buffy walked over to her.

Instead of standing back up, Max scissored her legs around Buffy's, and yanked the blonde off the ground.

As soon as Buffy hit the ground, she sat back up and jumped on Max, pinning her arms to the ground.

"Oh please," Max said as she struggled against the Slayer's strength, "Don't tell me you actually believe THAT'S going to work." Max then used her own strength to throw Buffy off of her, causing her to fly through the air several feet before hitting the ground with a loud thud.

Buffy wasn't expecting Max to just toss her aside like that, but then remembered how little she knew about this girl anyway. Buffy slowly got to her feet and realized she was out of breath. "Doesn't hurt to try," she managed to say after catching her breath.

Max smiled as she realized Buffy was tiring. "Come on, we're just getting started!" Max said enthusiastically as she hit Buffy twice before kicking her in the side of the head.

Buffy tried unsuccessfully to block Max's foot. After stumbling a few steps, she mustered up her strength to send a powerful kick at Max's stomach.

The kick knocked Max off her feet, and she did a backwards somersault on the ground, landing when she ran into a tree. Which just so happened to be the tree Xander and Willow were hiding behind.

"Guess I'm not the only one who packs a mean punch," Max said with a smile, slightly amused. She started to stand up, but dropped back to the ground as her body began to shake, slowly at first, but then increasingly more violently. Max bit her lip to keep from groaning, not wanting to show any sign of weakness.

"Wha-what's going on?" Xander panicked as Max started shaking.

"It looks like she's having a seizure or something," Willow stated as she dropped to her knees next to the girl.

"Y-you could s-say that," Max said in-between shakes. She closed her eyes tightly as the pain of the seizures hit her even harder.

Buffy looked over at the girl lying on the ground. "What's going on? What's wrong with her??" she questioned to no one in particular.

By now, Alec, still having a good 'ole time beating up Spike, had noticed his fellow x-5 shaking on the ground. He threw one more punch before jogging over to Max, Buffy Willow and Xander.

"Not again," Alec complained dissaprovingly, looking down at Max. He dropped to his knees beside Willow and began rummaging through his jackets.

"What's wrong with her?" Willow asked in a panicked tone. "Did Buffy do this?"

Buffy looked around guiltily. "I didn't do it! All I did was knock her into a tree! I didn't mean to-" she tried to explain.

"You didn't do anything," Max managed to say, shaking more violently than ever.

"Bingo!" Alec said as he pulled a small bottle containing a bunch of pills out of his jacket. He handed it over to Max, looking quite pleased with himself. "You were right- those DO come in handy."

Max shot Alec an angry glare before opening the bottle of Tryptophane and pouring nearly half of it into her mouth. How could be possibly try and make jokes when she was slipping into unconciousness?!?

"Uh, I think you're only supposed to take ONE," Xander said sarcastically. "Not the whole bottle!"

Max rolled her eyes as she swallowed another handful. "One pill doesn't do anything," she explained as her shaking began to calm down.

"Fine," Xander said childishly, folding his arms across his chest. "But when you have to go the emergency room and have your stomach pumped because you O.D.'d, I am NOT going to your funeral."

Max shoved the now -empty bottle back to Alec. "Keep this, I might need it later," she ordered as she sat up, glad the pain was over.

"Oh okay, I'll hold on to them, since YOU are the one with the seizures and all," Alec complained sarcastically as he unwillingly pocketed the Tryptophane.

"You want to explain what the hell that was?" Buffy finally asked, still astonished by the episode of shaking.

"Small genetic default," Max explained with a grim smile. "Get 'em a couple times a year. Now if you don't mind me." she started to stand up, signaling that their discussion of her seizures was officially over. "I will finish kicking your ass later; right now I am going to go find some milk."

"Milk?" Xander butted in. "Why MILK?"

"Because milk has small doses of tryptophane in it," Willow explained. She blushed when they all turned to look at her. "I guess I was the only one who ever paid attention in science class," she defended quietly.

"Well where exactly do you guys expect to find a gallon of milk at 11:30 at night? ALL the stores in Sunnydale close early," Xander asked. "Unless you're planning on knocking on some vampire's door and asking for some, you're in trouble."

Alec shrugged. "We'll just rob a seven-eleven or something," he answered like it was no big deal. "Unless you want to try and stop us," as he said this, Alec flashed a mocking grin in Spike's direction, who was standing a distance away, holding his arm in pain.

"Shut up, you," he said evilly as he limped over to the rest of them. "You just got lucky."

This comment made even Buffy roll her eyes. "Whatever," Max said, getting her strength back. "Let's go Alec; we can deal with these guys later." She began to walk away with Alec in tow.

"Wait," Buffy hollered. The pair turned to look back at them. "I.I know where you guys can get some milk, or whatever else you need," she said, hesitantly at first. She wasn't sure taking them home with her was such a good idea, but she was compassionate enough not to just leave them stranded in a cemetery. After fighting Max, she knew she had to find out more about these two.

Alec and Max exchanged a hesitant glance. "I don't know.I don't exactly think you rolled out the welcoming mat with the whole 'I'm-trying-to-kill- you' speech" Max said reluctantly, bluntly remind her that they were enemies.

Buffy started to reply, but was cut off with Xander's panicking.

"Buffy! Are you crazy?!" he asked Buffy wildly. "They're DEMONS! We can't just invite them over for milk and cookies!"

"Xander, chill out. I know what I'm doing," Buffy said. She lowered her tone to a whisper, "Plus, if we get on their good side, we might be able to figure out just WHAT exactly they are. And if there are any more of them in town."

Willow nodded agreeably. "Good idea," she consented.

Xander shook his head opposingly. "We're digging our own graves." he said hesitantly. "What if they try to kill us?"

"We won't let them" Buffy said. "But if we want to get information, I think befriending them is going to be a lot more successful than if we just let them wander around Sunnydale and get into more trouble."

Xander sighed. "Fine, but for the record- I was against this all along," he unwillingly agreed.





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Alec and Max were too busy with their own conversation to pay any attention to Buffy, Xander, and Willow's.

"Max, I'm telling you- these people are bad news," Alec said, his tone serious for once. "That girl is pretty tough; she sure could take YOU on."

Max gave Alec a 'look.' "She didn't beat me, and I didn't beat her. If she DOES try something on us, then we just tag team and kick her blonde ass. No big deallio," Max explained, sick of standing in a graveyard.

Alec sighed. "But what if there are more like her?" he questioned. "For all we know, this city could be full of 'slayers.' Or whatever it was she called herself."

Max shook her head. "We'll just have to take that chance. Plus, she might be able to get us some information on where we are, and what year we're in. AND we can figure out what's up with this 'slayer' talk."

"Screw the 'slayer' talk! What if she is working for White? You even suggested that earlier. For all we know, she could be a Familiar," he shot out.

"She seemed honestly confused when I mentioned White's name. If she WAS a familiar, she wouldn't bother hiding it. She doesn't exactly have the look of a freaky cult psycho," Max paused, letting her idea sink in. "And look at those peoples she's with. Xander and Willow don't exactly seem like they could possibly harm anyone. I think we should go with her, find out whatever we can, and get out of there if we suspect that we're in any danger."

Alec shrugged, not wanting to admit that she made a lot of sense. "Whatever," he said carelessly. "We might end up playing escape-and-evade again." He put his hands in his pockets. "God I hated that game."

Max smiled. "I kinda liked it."





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"So what's it going to be, you guys coming or what?" Buffy asked the two.

"We're coming," Max responded immediately. She walked back toward them, grabbing Alec's arm on the way to make sure he was coming.

"Hey, let go!" he complained jerking his arm away and re-adjusting his jacket. "I'm not going to let you go alone."

They re-joined the four and they all began leaving the cemetery.

"You guys go ahead," Spike called out to them, "I'm going to stay here."

Buffy shot Spike a questioning look, but didn't interrogate him.

"Okay," she said in a puzzled tone, "We'll catch up with you later then." With that, she turned and led the way. 'He's probably up to something,' Buffy suspected in her mind, but realized that right now she had bigger problems to deal with then whatever trouble Spike was about get himself into.

"Where exactly are we headed?" Max asked as they made their way around tombstones.

"Just some little place a friend of mine owns," Buffy clarified. "It's a magic shop."









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Please review! I don't care if its praise or criticism- I just want to know how I am doing.

For the Record..- I don't know if Max is a better fighter than Buffy, or vice versa, but I guess with Max's genetically enhanced abilities, and Buffy being the Slayer, they about equal out, or at least they do in this fan fic. So I am sorry if you think I should have made one stronger than the other, but I really think that they are a pretty good opponent for each other! :-) But that's just my opinion.