"Hell Mouth in New York," is a fan fic story that takes place after the first Spider-man movie, the seventh series of Buffy the vampire slayer™, (Post ,'Chosen'), and during the fifth series of Angel (Post, 'Reaper'). Buffy Summers, and her friends that survived the destruction of Sunnydale, are travelling the world to find the new slayers. The next slayer to find is in New York, the home of Spider-man.

'Spider-man,' is the property of Stan Lee, Steve Ditko, Marvel®, Columbia Pictures® and Sony Pictures®.

'Buffy the vampire slayer,' and, 'Angel,' are owned by Joss Whedon and Fox entertainment®.

Chapter 1: Introduction of the Heroes.

New York City is often called the city that never sleeps; this is true in many ways. People walk the streets of New York, twenty-four hours a day, seven days a week, but the person who truly doesn't sleep crouches over the city on a rooftop, watching the other people, yearning for what they have and something he can never have, normality.

What no one but he knows is that this man has seen more tragedy in his life than possibly any other human-being on the planet. Even from his childhood he has known great misery, when he was orphaned at an infant age. Receiving news that his parents had been killed in a plane crash while he was still in his crib. But in the last few months he had lost his uncle Ben, the only father figure he had known, and another great influence on his life, his science and business idle, and best friend's father, Norman Osborn.

This man crouched over the city in a spandex, red and blue, costume and he stared, unfocused on the people below. This man removed the mask he wore and looked up at the stars shining through the dark sky.

The costume he wore was nothing new to the resident New Yorkers. It was the same Spider-man costume that the crime fighter had worn since his first time as a professional hero. The red spider on his back looked sharp and seemed to shrink as he leaned backwards. The blue parts of the costume reflected the city's subtle glow. The webs that covered the crimson portion of the outfit also shone in the synthetic lights of New York, while the white, triangular eyes of his mask echoed the cars passing below, visually, as he held the visor below his left knee.

His eyes watered slightly. Closing them, he sighed, he placed his mask back over his face. He raised his hand and pressed two of his fingers against his palm, shooting a thin, but strong web out from his wrist. Grabbing the web, quickly, he leapt off the rooftop, and still clenching the web-line he swung to another rooftop. He bounced off a nearby flagpole and again produced another web-line, which shot and attached itself to a gargoyle on an opposite building.

It was the last night of September and many of the New Yorkers were busy, (As usual), with their daily chores. October was only a few short hours away. Many didn't know which to prepare for first, Halloween, Thanksgiving or Christmas.

Spider-man's elegant dance that he called web swinging made him appear as though he was flying to the rhythm of an unheard song.

"Look mummy, it's Spider-man!" A young girl shouted from the streets below, as she used one hand to grab her mother and gain her attention, and the other to point up at the costumed vigilante.

"Spidey! Dude! You rock!" A young man in a multicoloured shirt and holding a skate board, screamed up to the sky, standing transfixed.

"Menace!" A middle-aged woman yelled to the skyscraper rooftops, dropping one of her shopping bags to use the hand to shake a fist at the, by now empty, rooftop.

Spider-man walked the ledge of a building across town, a short time later, taking the mask away again. Leaning against the wall, he clenched the mask taking in the cruel and harsh comments he had to endure every time he tried to do some good in the world. Tears slowly came, depriving his hazel eyes of the sight of the stars above. The wind gently blew against his brown, mousy hair.

Opening his eyes he looked up, feeling that he wasn't alone.

"I know, I know. 'With great power, comes great responsibility.'" He said to the space in front of him, "But I think I'll turn in for now. See you later, Uncle Ben."

"Buffy?" A redheaded girl, named Willow called as she entered a dark hotel room in Paris, France. It had been three months since Buffy Summers, her close friends and several vampire slayers watched the city of Sunnydale, California crumble and fall in to the Earth. To Miss. Summers it had been a relief in many ways. The largest evil on the planet that had been Buffy's responsibility had finally been destroyed. "Buffy we've found another slayer." The room had a few lit candles on a desk pushed up against a nearby wall but still didn't have enough light to let the witch see her friend. Several torn clothes were spread out along the floor and furniture, one chair was buried under a pile of antique books.

"Great Will," Buffy replied, "Where is she?"

"New York." Willow told the blonde girl, who was punching a sack hanging by a hook.

"Right we'll head for America tomorrow." Buffy informed, removing the sack. "Do we know anything about this girl?"

"No sorry," Willow regrettably told, "we need to be closer, so far all we know is that she's living in New York."

"Okay, where are the others?" Buffy asked.

"Xander and Faith are already on their way to New York, after their visit to L.A." Willow said informingly. "You, me, Dawn, Kennedy and Giles are gonna meet 'em tomorrow."

Buffy gently threw the sack in to one of the corners. She slowly walked over to a bed, pushed against a wall, and sat on it. She looked in to her hands and sighed. Slightly quicker, she looked up at Willow.

"How are you?" Buffy asked unexpectedly.

"Uh, fine," Willow answered uncertainly, "my location spell accidentally caught fire and burnt my finger, but I'm okay."

"Did you expect Sunnydale to suddenly disappear?" Buffy asked again, lowering her head once more.

"Um, no." Willow replied, "Buffy?" Buffy's head jerked up to see who was calling her, once she realised that it was Willow, she lowered it again. "Are you okay? You look a little…"

"I'm fine." Buffy pronounced firmly. There was a still silence. Buffy looked up once more to investigate what damage she had done. She looked up to find not a shocked face but an understanding face, a face that would accept whatever Buffy had to say with calm, heartfelt answers. "Will, I'm sor…"

"Sorry?" Willow finished her sentence for her. "Don't be. A lot's happened in last few weeks. You've been through a lot." The slayer's best friend grabbed a seat and sat in it, opposite the slayer. "I hate to be an I-told-you-so, but, you know the rest. I knew there was something wrong."

Buffy stared at her admittedly.

"Do you want to talk about it?" Willow enquired.

"No." She retorted and she once again dropped her head. "Not yet."

Willow extended her arm and held the other girl's shoulder.

"Okay." She said softly. "Okay."

In a New York apartment bedroom four weeks later, Peter Parker awoke from a very short sleep.

"Damn!" He exclaimed with his eyes still shut and his face still pressed against his pillow. "I've got to stop this late night superhero business. I've had two hours sleep, in the space of two weeks. Now I'm no expert on the human-psyche, but I'm pretty sure that's not a good thing."

Pushing himself from his bed, he then made his way to a drawer on the other side of his room. He opened it and pulled out some clothes. After getting dressed, he noticed something in his drawer. His Spider-man outfit. Staring at it, his mind was overflowing with thoughts of past enemies and old regrets. Someone knocked his door. KNOCK, KNOCK.

"Peter? Pete you in there?" His roommate, Harry, called from behind the door.

Peter quickly grabbed the costume and shoved it in to his backpack.

"Yeah." Peter called back.

"Did you over sleep or something man?"

"What?"

"It's like half past eleven. If I'm not mistaken your lecture started at nine dude." Harry informed him.

"Oh, crapolla!"

Peter slammed his drawer shut and opened his door, but before Harry could say anything, Peter was out his bedroom door and down the stairs, making his way to the apartment exit.

"Bye?" Harry said confusingly, still holding his hand in a knocking position.

Peter was running out of the building as fast as he would allow, without letting people realise his secret. He stopped next to a taxi, whose radio news was blaring down the street.

"An armed bank robbery, supposedly foiled by New York's trademark hero, the costumed vigilante Spider-man…"

'Armed robbery! Now that's an understatement!' Peter thought, remembering the night before, 'They had bombs and rocket launchers for God's sake!'

"…last night has led to a police investigation, causing a huge road blockage around the Empire State University Campus. So I advise not to drive North or anywhere near Morningside. And now for sports, Cindy?"

The taxi-driver, a fat, balding man with a cigar hanging out of his mouth and a grease drenched shirt hanging off his torso, turned down the volume of his radio and rolled down his window.

"Hey kid, you need a ride?" He asked Peter, who stared back.

"No thanks." He replied. "I know a quicker way."

Within minutes Peter was soaring above the cars and buses, that weren't moving.

'Yes, now this is why I became Spider-man,' Peter thought to himself as he shot another web-line to a flagpole on the building opposite. 'I've got to admit superpowers are cool!'

Peter swung down a Manhattan street and noticed all the stores were preparing for Halloween. Huge banners with words like, 'Costumes,' and, 'Happy Halloween,' plastered the stores' windows and Peter noticed that some shops were selling his costume. The idea of other people wearing his costume made Peter want to copyright it.

'What if wannabe vigilantes try to swing through Manhattan in those things.' Peter thought.

"Whoa!" He called out to the people below. 'Yeah!" He then swung past the traffic jam at the Empire State Campus in Morningside. The observers below began to call to him, some praising, and some cursing. He then jumped, landing on a nearby rooftop. Looking down in to the streets he saw a mix of angry and ecstatic faces staring back.

Then something caught his eye, a man running through the crowd covering himself in layers of coats and seemed to be on fire!

"What the Hell?" Peter exclaimed through his mask. After shooting a web to another flagpole, he then swung down and began to chase the man. With few areas to shoot webs to, Spider-man had no chose but to follow on foot. The burning individual had made his way through the blockage of cars. Peter had no time to wind through the immobile vehicles, and so jumped over them instead. As he was temporarily suspended in midair the people around stared in awe, but he didn't care. "Hey!" He called to the man he was chasing.

The man ran in to a dark alley behind a nearby building. Spider-man followed.

"I hate having to wait for flights this late at night." A very tired Willow notified the other scoobies as she rested her head on her girlfriend, Kennedy's, shoulder.

"Hey, we've got to stay up a lot later than this, we slayers," Kennedy said, placing her arm around Willow's shoulders. "Isn't that right Buffy? Buffy?"

They all turned and stared as Buffy lay sleeping on the row of seats behind them.

"Umm, Buffy?" The slayer's little sister, Dawn, called her.

"Oh, let her sleep." Giles said with a very tired English accent. "She still hasn't got over destroying the Hell mouth yet." They all sighed simultaneously.

"What is it with us, and doing the exact same thing at the exact same time?" Willow asked the gang.

"I think we're just very tired." Dawn answered promptly, to squash any chance of a conversation. After all she was too tired to talk to any of them.

Giles slowly turned his head, so he could see the rest of the airport's terminal waiting room. There were three other people, one sitting on a chair listening to his CD-player, and a couple sitting by the window.

Two walls of the Gate had a giant window each, showing the aeroplanes outside. The other two walls were concrete with one window on one of the walls, as well as two doors. The one door led to the rest of the terminal and airport, the other led to the entrance of the plane.

Giles watched the planes outside being loaded with fuel. He could see men loading luggage on to the plane and checking the plane was secure. Giles sighed as the three girls started to fall asleep on his shoulders. He looked behind him once more, and still Buffy lay there breathing slightly and hardly moving in her deep sleep. The Englishman then looked down at his watch and saw that the time was, '3:45am.'

Giles stared forward once more and decided to get a few moments rest as well.

As he closed his eyes, loud music came pulsing in to the room as three men burst through the gate entrance, one of them holding a stereo which was giving off the extreme volume of music. Their clothes were torn and their necks covered in blood apart from one in the front, although he did have a bite mark on the right side of his neck.

This sudden rupture of music caused Giles to jump up from his seat. This caused the other girls to fall in to the empty seat and wake up in protest.

"Giles! Why did you…" Willow exclaimed.

"Shut it girlie!" The one man shouted at the young witch. He watched the people around him quivering in fear, all except the scoobies. Kennedy walked up to these men pugnaciously, pulling a stake from her jeans back pocket.

"How many have you turned, Vampire?" She questioned venomously, her voice filled with disgust.

"Let's just say I came in alone." The vampire answered her, indicating the two vampires with bleeding collars. She instantly went to kick the vampire, but the vampire grabbed her ankle in mid-kick. He quickly spun her on to the ground and kicked so that she slid along the floor and hit the far off window. She jumped back on to her feet and attacked her assailant at a run. The two other vampires anticipated this and by the time she was half way there, they struck. One grabbed her arm, forcing her to attempt to fight him off. This distracted her from the other vampire who began to strike the young slayer's stomach.

Kennedy fell to her knees, grasping her stomach in pain. The three vampires stood over her; she looked up at them in terror.

"A slayer?" The leader vampire inquired, "Well I've never come across one before."

"Well, you've got two now." A voice said from behind the vampires. The first of the following vampires turned in surprise to see a fist clenching a stake speeding to his torso. Within seconds he was nothing more than a pile of dust on the ground.

Over the ashes stood the other slayer, Buffy. She spun the stake in her fingers.

"Thanks." Kennedy said, getting back to her feet, and lifting her fists.

"Don't mention it." Buffy answered.

"So, two slayers." The vampire nodded, staring from one girl to the other. "I've heard slayer blood is the best. Now who told me that?" He asked himself, "I think it was Spike. Back when he sired me in the fifties." At the mention of the name Spike, Buffy lunged forward, attacking the human sized parasite. He kicked her off. "Oh, looks like I've struck a nerve." He assumed, jumping to his feet.

Buffy didn't realise Kennedy fighting the other vampire, until that other vampire became another heap of powder on the ground, but all she cared about was the way this stranger was talking about Spike.

"Don't mention that name." She said threateningly. The vampire's eyes were locked with hers.

"Now why is that?" The vampire smirked. Buffy's disgust for this creature increased dramatically. There was an instant thrust of her wrist, an explosion of dirt and the once powerful vampire joined its companions on the floor.

A French voice, followed by a translating English voice, from an overhead speaker called to occupants of the room, "Vol 2300, Paris de New York alors bord. Flight 2300, Paris to New York now boarding." The three other individuals in the room quickly ran on to the plane, until only the scoobies remained. Buffy didn't move from the site, she just stared at the three loads of dust spread along the ground. The other scoobies grabbed their luggage and headed for the plane entrance. Willow walked over to the slayer and tapped her shoulder.

"Buffy? Come on, we've got to go now." The witch informed her best friend.

"Huh, oh, yeah, okay Will, I'll be there now." Buffy replied. She still didn't move until Willow placed her hand on her shoulder. The slayer lifted her luggage as well and as she walked through the gate exit she looked back and sighed. "Why does this power, bring such responsibility?" She whispered to herself, and then followed her friends aboard the aircraft.

"What the Hell's up with this guy?" Spider-man asked himself. He entered the alley and found the man he had been following, clutching his face and screaming. "Hey! Are you okay?" Spider-man called out to the man, who instantly turned on him.

"Oh, shit!" He yelled, "Spider-man!"

"In the flesh," Spider-man answered hesitantly, staring at the frightened, but burnt face in front of him. "Do you need help?" Peter analysed the man through the white, opaque eyes of his mask. The face of the man was blistered and gruesome, like something out of a monster movie, but Peter didn't think the fire that covered this person had caused his features to look this way.

The blazing character grabbed a close by trashcan and threw it at the costumed hero. Sensing it before it happened with the aid of his spider-sense, Spider-man dodged the attack, but when he looked back the stranger had disappeared.

Spider-man surveyed the dark alley, expecting to find some clue, but nothing was found.

"Now that's freaky." He said, very confused, "But what's more freaky is how an alley like this is so dark in the middle of the day." A distant ringing came from one of the buildings across the road behind him. Removing his glove, he glanced at the watch on his wrist. The handheld digital clock's display read '12:30pm.' "Oh crap!" He cried out, "I'm so late that I've actually missed all of my morning lectures."

A few short minutes later a casually dressed Peter Parker came running out the other side of the alley.

"I'm late, I'm late, I'm very, very late." He repeated to himself out loud as he ran past his colleagues on his way to the building.

"Now there's the understatement of the century." A familiar voice told him from behind. Peter instantly stopped and turned around to find a beautiful redheaded girl sitting on a bench next to a newsstand, drinking a cup of coffee. Her head was facing down, but her eyes were fixed on him.

"Hey MJ," Peter responded to her, "How angry is Dr. Connors?"

"The words, 'On time,' don't appear in your vocabulary, do they? I'm not even in that class and even I heard about Dr. Conners' rage at you for missing another lecture."

"Hey, I was busy!" He told her. She stared back at him disbelievingly.

"Sure." She finally said, "Can I guarantee that you'll be here for our lectures this afternoon?"

"You know me," he said incredulously, "I can't guarantee anything."

"That's true," she admitted, standing from the bench and throwing her plastic cup in the trashcan behind her, showing off her skill as she didn't even look at her target, "so in case I don't see you later, care to take a girl to lunch?"

"Sorry," he told her regrettably, "I'm over three hours late for a lecture." He began to walk which turned to a run the further away he got. Mary Jane sighed as she watched him run. She sat back down and dropped her head in disappointment.

Peter started to walk again. He past the bank where he stopped the armed robbery the night before. Police were gathered around the site, as well as news reporters taking pictures and writing reports. The building was half demolished, with debris scattered around the ground and what was left of the walls.

"Oh well," Peter sighed, removing his camera from his backpack, "I might as well try to make some money today." He started to take photos of the scene. "I can really see Jameson turning this in to another anti-Spidey protest." As he snapped another shot, a short man in a pale brown coat and a dark auburn cap carrying a tape-recorder walked up behind him.

"Parker." The man said, "Jameson still got you taking pictures of his pet-hates?"

"Hey, Ben Urich." Peter replied. "You still working for the post?"

"We both know the answers to both our questions." Ben retorted.

"So, what are you doing here? I thought your work was in Hell's Kitchen" Peter asked the reporter.

"I think Daredevil might've had something to do with this."

"Daredevil? Why are you still working on him?" Peter inquired.

"I could ask the same to you. I mean, Spider-man?"

"At least there's proof of his existence." Peter said defensively.

"Yeah," Ben admitted, "pictures you take." Peter smirked behind his camera.

"See you around Ben." Peter said as he paced away to another part of the bank. He was about to take another photograph of the torn down walls, when a strange ringing started in his head. But he was used to it; it was his spider-sense.

"Oh well." He sighed as he ran from the scene to see what was happening. There was nothing to see. "I don't get it, what's…" BANG!

An explosion sounded out through the street as a car blasted behind him. The explosion sent Peter flying several feet away and he landed face down in a huge puddle in the road.

"This… Is… Not my day!" Peter screeched, in pain as he pushed himself off the floor. He staggered over to the smouldering car. He inspected the vehicle through the windows and found a skeleton with rotting flesh dripping off the bones. "Oh my God." He whispered to himself.

"Help!" A woman's voice cried out from the back of the car. "Please help me!" Peter turned and saw a girl trapped by the flames in the backseat.

"JEEZ!" Peter shrieked. "Hold on!" He told the girl as he struggled to open the backdoor of the car. He instantly tore his hand away from the door as it was too hot to touch. Peter hadn't realised the huge crowd gathering around him. He quickly wrapped his hand in a web-glove and grappled the door once more.

He suddenly became very aware of how he had shown off his powers in public, but that didn't matter now, all that mattered was the girl in the car.

He wrenched the door away from the vehicle and dropped it on the floor next to him.

"Take my hand!" He ordered her, offering his other hand to the young woman, "Quick!" She took it and he pulled her out. He helped her to her feet, when he could see that she had difficulty standing. "Are you okay?" He asked her, still in shock of what had just happened. She nodded, still shaking.

"Y-yes, thank you." She said gratefully, holding on to his arms. "Thank you!" Peter stared at her and then at the flaming car.

"How did you..?"

"What?" She enquired anxiously, as if afraid of what this stranger might ask.

"You should be dead!" He said, searching her for any injuries.

"Why thanks." She said sarcastically.

"Well, you know what I mean. That explosion totally destroyed the person in the front…" He noticed tears leaking from the girl's eyes. "Oh my God, I'm sorry. Was he close to you?"

"Yeah," She answered, "He was my watchhhh…"

"Watchhhh..?"

"Don't worry, you wouldn't know what it meant if I told you." She advised him, wiping the tears from her eyes and composing herself.

"But still, how could you have survived that explosion?" He demanded.

"How did you rip that door off that car?" She demanded back. "No human could do that!"

"That's also true." A voice called out from the crowd of spectators. Mary Jane walked out from the gathering of people. "No human could do that." She repeated the unfamiliar girl.

"MJ?" Peter enquired, "um… well… that's because the fire must have melted the hinges on the door." Some people in the crowd were nodding their heads approvingly, but some were still staring at him suspiciously.

"Hey! Nobody move!" A loud voice bellowed over to the centre of the crowd. The people dispersed and several policemen ran towards Peter and the two women. The police ran heavily, as if they had just finished their fourteenth box of donuts, and if the car had not exploded, would be moving on to their fifteenth.

"Ahh, New York's finest," Peter declared sarcastically, "What happened? I just saw you guys over by the bank, barely several yards away. How could it take you this long to realise an explosion has happened just behind your backs?"

"For your information, kid!" One scowling policeman growled. "We were investigating a recent Spider-man sighting, down the street."

"Alright people, come on, nothing to see here!" Another policeman was telling the crowd of people, who were reluctantly leaving the scene.

"Okay then. What happened here?" The police chief asked the three young people.

"All you need to know is that you owe me," Peter declared confidently, but then, realising the expression on the officer's face, he quickly added, "Sir."

"Alright." The chief said as he looked around at the damage and the still burning car. He noticed the body in the front. "Anybody else hurt?" He asked nodding his head in the direction of the corpse in the front seat.

"Nothing life-threatening," Peter replied indicating the mysterious girl. The chief studied the girl for any injuries. He then looked back up at Peter.

"Take her to a doctor," he advised, "just in case." Peter nodded and placed his hand on the girl's shoulder.

"Come on." He directed her. "I'll take you to a hospital." As he guided her around the car he caught Mary Jane's eyes. "I can now answer your question. No I won't be here for lectures this afternoon." He joked. She smiled at him.

"Okay I'll see you tomorrow." She answered, then hugged him and walked away. He stared after her longingly, then, realising what he had to do, his attentions were back on the alien girl whose shoulder he was still holding.

"Come on, this way." He instructed her.

As he walked away, holding the girl, he noticed flames from the car running along a stream of gasoline, to a nearby gas truck. Before anyone could see it, he shot a web at the fire, extinguishing it. He then looked back at the oblivious policemen who were still examining the exploded car.

"You owe me big time." He told them under his breath.