AN: Hello! I'm writing my second chapter right away so no one can discourage me! So ha!

Disclaimer: I own nothing, I know nothing. Except Caitlin and Shellie.

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They awoke with Shellie shaking them. "If you don't mind me asking, why are you two sharing a bed?"

"Oh, um....actually, I don't know." Caitlin stumbled.

"Let's get ready to go. The sun's almost down." Spike stood up quickly, recognizing the awkwardness of the situation.

"I'm tired of this driving thing. Can't I just magic us there?" Shellie asked, like she did it everyday.

"Well, why didn't you mention this yesterday? Yeah...I guess, let's do it." Spike sighed.

"Um...I don't like transporting, or whatever you call it. I don't like it." Caitlin blurted, aware that if they all got there within the blink of an eye, she wouldn't get enough alone time with Spike.

"Well, then, peaches, why don't you go ahead with your magic, then me and Cat here will drive."

"Cat?" Shellie didn't even want to fathom what that pet name was for. "Nevermind, I don't want to know. All right, I'll see you there." And with that, the young witch went back into her room.

"Let's get going then!" Caitlin gathered her bags to quickly jump into the shower first. By the time she got out, Spike had finished his shower in the other room, and had pulled the car around. She pulled on a pair of sweat pants and sandals, and seeing that Spike left last night's shirt on the floor, she pulled that on, and ran out the door to the awaiting car.

For the first hour or two, Caitlin wrote in a notebook, and neither conversed about anything. At that point, Caitlin got tired of his music, and switched to Norah Jones. Spike gagged and swerved off the road.

"Are you trying to kill me? Bloody hell!" He yelled.

"I was just about to ask you the same thing!" She screamed. "How do you get off driving like that?"

"What is that crap?"

"What? Can't handle a little Norah Jones? One song, and I'll change it."

"No. My car, my music."

"Well, then I guess this little potential will have to hitchhike her way home. Caitlin got out of the DeSoto and stood behind with a thumb out to prove her point. "Maybe a nice Bringer will come to my resc-"

All Spike saw was the car swerve, then speed away.

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"Cat, love...c'mon, be strong. Wake up, pet." Spike held the still girl in his lap. "Fuck. C'mon..."

Suddenly, he felt the hand he was holding turn into a black paw, and the girl had quickly become a black cat with a white star on the forehead. The cat had the same scratches, and scars, like the gash on the stomach, which Caitlin had from the car. With a gust of wind, all the marks were gone. Spike watched in awe as the cat turned back into the girl.

"7 left." She whispered.

"How...how'd you...7?" He was so confused.

"I'm not a demon...I'm- a mutant. Those are my powers. I have the grace and agility of a cat, and when I become one, I have 9 lives as well. I have 7 lives left."

"Wait, love, back up. Mutant?" He rose a scarred eyeborw.

"Like, you know, the X-Men? I actually got a letter from the Professor Xavier. But I figured I'd tend to my slayer duties first. Save world now, go to school later."

"This is..." Spike's mind was boggling.

"Freakish." She sighed, getting up. "I know."

"Amazing." He gently pulled her down so she was looking him straight in the eye. "Don't ever be ashamed of what you are. Amazing Slayer to be Cat Girl."

"Lonely."

"Hm?"

"Lonely, afraid, Slayer to be Cat Girl."

"We'll see if we can fix that." He pulled her face to his for a kiss. "My kitten."

"Meow." Caitlin purred. They sat, kissing, on the side of the highway for a while.

"C'mon Smoochers. Everyone needs you at home base." They pulled apart, and saw Shellie staring down at them. They disentangled, and when all three were touching the car, Shellie did a quick spell, and they were home. Willow was waiting outside.

"How'd you do that so quickly? Why didn't you need any candles or anything?"

Shellie looked at Caitlin, who nodded. "Go ahead, Spike knows."

"My mother," Shellie began. "Was a mutant. Her powers based around transportation. For some reason, me being a witch let her be able to teach me some of her powers."

"I'm a mutant as well. I have the grace, agility, and balance of a cat. Along with being able to turn into one, I have 9 lives as well. Well, 7 now."

Willow was already calculating how long that would be, when she saw Spike's arm around her waist. She looked at it questioningly before grabbing Caitlin's bag and leading the three inside.

"Spike." A petite blonde girl tried to hide her smile.

"Hey Slayer. This is Caitlin. Our 29th Slayer-to-be." Spike smirked. "She has some fun powers to tell you about. Go on, Kitten."

"Thanks." She said sarcastically. "Um, maybe I should just show you. Ready? Now, please, don't freak." Caitlin sighed, and Buffy watched in amazement as the girl in front of her morphed into a cat, and came back. "Before you ask," She silenced Buffy. "I'm a mutant. Those are my powers, along with grace, agility, and 9 lives."

"Oh..." Buffy stared.

"A little weird, huh?" Caitlin sighed again. "Sorry."

"Can I see how graceful and agile? I mean, I have one good punching bag left in the basement." Buffy curiously asked.

"Sure!" Caitlin exclaimed, brightening. "I actually used to be a dancer, which is where I met Shellie."

"Dancer?" Spike smirked and raised his eyebrows.

"Tap and hip hop, thank you." Shellie retorted.

"Call it whatever you want, pet." And he followed Caitlin and Buffy down into the basement, weaving his way through some curious potentials, and leaving Shellie with a stunned expression on her faec.

"You should get used to that. He twists EVERYONE'S words around." A brown haired man told Shellie from the couch.

"Hello. I'm Shellie."

"I'm Xander. What brings you to the Hellmouth?"

"My friend is a Slayer-to-be, and I'm a witch. So Spike let me tag along."

"He's...pretty generous." Xander laughed.

"Oh yeah."

"Your eyes keep wandering to my eye patch." Xander noticed, and Shellie blushed a deeper red than Willow ever had. "No, I do not have an outrageously strange obsession with pirates."

"Caleb."

"What?"

"Caleb did it. I saw his website. He takes pictures of, well, what he calls 'trophies'."

"WEBSITE?!?"

"You're his...biggest accomplishment, he says." She said awkwardly. "There's also lots of pictures of 2 Potentials, and angles of Buffy on the floor. There's a few blank pictures, and I figure those were a vampire he killed."

"Spike, must have been."

"Spike is a vampire?"

"Unfortunately. But he has a soul now."

"Like the Angelus?"

"Yeah, like Dead Boy." She gave his a questioning look, and he continued, "How do you know all these people?"

"The internet. I'm really good with a computer."

"Like Wills."

"Sure, I guess." They sat in awkward silence for a moment before Xander got agitated.

"Doyouthinkwecouldhavesomecoffeesometimeifitsnottoomuchtrouble?" He blurted suddenly.

"Sure."

"Really?"

"That would be really cool."

"Oh no, it wouldn't!" A voice shouted from the door. Another blonde ran in and sat between Xander and Shellie.

"Anya, you hate me, remember?"

"No, I just don't want anyone getting orgasms from you but me."

"Anyanka." Shellie remembered.

"What? Why'd you call me that?"

"Known for her bluntness and young appearance. Hobbies include sex and money." Shellie stated, as though reading from a book.

"That's her."

"Alexander Harris! That was rude!" Anya shouted.

"Sorr-" He started,

"Don't even bother. I'll find my own way home!" She faked, and stomped out.

"Wanna watch cartoons?" Shellie asked.

"Now you're my kind of girl." Xander smiled.

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Disclaimer 2: Everything X-Men belongs to...not me.