A/N : More of 'Halloween' re-written!
(For disclaimer, etc. - see chapter 1)

Chapter 9 - I Looked Into Your Face

"I said no guns!" Willow yelled, putting her hand to Xander's arm and yelping when it passed straight through. She knew she was a ghost but it was so strange her brain hadn't really processed it and she continued to act as if she were solid, always surprising herself a little bit when her limbs passed through things and walls didn't hold her back.

Xander did as instructed anyway and pulled his military weapon from the hole in the door where the glass used to be.

"I didn't hit anyone or anything" he assured her, "The loud noise scares the bad things away though, remember?" he said as if she were very stupid, something Willow didn't take kindly to but would let slide in the current circumstances.

"We have to find Buffy" she said worriedly, moving forward and peering out into the street where demons, both big and little, chased the remaining humans up and down, dodging in and out in front of cars that sped by, honking their horns at the various beasts they encountered. Buffy was nowhere to be seen.

A scream pierced the night and convinced it was her friend, Willow ran forward through the locked door towards the sound. She couldn't be hurt in her current state and she needed to help the Slayer who would now be reduced to a helpless seventeenth century girl, if Xander and the other kids were anything to go by.

"Help me, please!" said the girl yelled as she ran towards Willow, screaming with fear and horror all over again when she passed straight through the red-head in the skimpy outfit.

"Cordelia" Willow tried to calm her, "It's okay, it's me Willow"

"I don't know anyone named Willow, or Cordelia, I don't know... I..." she rambled looking around in a daze.

"Oh, not another one" the red-head sighed, before yelling for Xander to get his butt outside. As he approached the two women on the lawn, Cordy threw herself into his arms.

"Oh God, please save me!" she begged him, "Everything is trying to kill me. I'm just a helpless girl, I don't know what to do!" she cried.

"Er, there, there, ma'am" SoldierXander said awkwardly as he patted her back and looked over at Willow. He was having a tough time believing her story about magic turning them into Halloween costumes but she seemed to be a pretty convincing ghost and kinda hot, so who was he to argue.

"This is Cordelia" she explained, gesturing to the brunette girl in the flowing dress, "Only she's been changed into her costume too which I'm guessing makes her some kind of princess from a fairytale or something..."

"A princess, right" Xander nodded uncertainly, "Well, we should get her inside, before we're attacked again" he said, holding the whimpering girl with one arm and keeping a tight grip on his gun with the other as he got her into the house with Willow following behind.

"We have to do something" she said, pacing the floor as Xander went back to keeping hold of the still quivering Cordelia, "I'm going to go see if I can find Buffy, she might have got to the Bronze before this happened" she told Xander, "and if I can't find her, I'll try the library see if Giles knows what's going on"

"I'll stay here, protect her" Xander replied, gesturing to Cordelia, "We don't want to lose this ground, could be key"

"Absolutely" Willow nodded in agreement, not really knowing what he was talking about but feeling it didn't matter anyway right now, what mattered was finding the unSlayerised Buffy and then Giles as soon as possible.

She disappeared through the wall, right as the very un-Cordy like Cordelia looked up from Xander's chest. She shrieked with shock yet again and held on tighter to the soldier, almost knocking him over. He gave up trying to keep watch for a second, hoping to calm her down.

"It's okay" he told her surprisingly gently, "I know everything's kinda weird right now but nothing's going to hurt you, not with me around"

"You're not scared?" the princess in his arms said shakily as she looked up at him.

"Wouldn't show it even if I was ma'am" he told her with a smile, "You learn to be strong in the military"

"I wish I was as strong as you, but... I'm just a girl" she told him, in case he hadn't already noticed, "You will protect me won't you?" she asked a bemused Xander, as she looked up at him through her long lashes.

"Sure" he said, unconsciously leaning in closer to her, "I'll protect you" he said softly a moment before their lips met.


"Please be in here, Buffy" Willow said to herself, as she stood outside the Bronze, steeling herself before walking through the wall to save time. A guy at the bar almost fell off his stool when he saw her and quickly pushed his drink away a moment later, assuming the alcohol was causing him to hallucinate.

Willow made her way around the club, checking the bathroom and the bar and the dancefloor, but finding nobody very familiar or in great need of help, and certainly not Buffy. With a sigh she headed back towards the wall she'd entered by, not realising she was being watched by a guy on stage. Oz leaned into his band mate, Devan, all the time playing guitar.

"That's the girl I told you about" he said, nodding his head towards Willow but the lead singer just shook his head, saying he didn't know which girl Oz meant.

As he watched her weave in and out the crowds Oz was smiling... until she disappeared through a wall.

With a slight frown he shook his head believing this girl must have got him so hooked, he was even imagining her presence in the room. She couldn't walk through walls, that was insane... right?


Spike and Buffy had been running from the town at a fair speed, surprising since she no longer had her Slayer skills and was hindered by her outfit. Of course the shoes that went with her fancy frock were eventually her literal downfall as the heel snapped off one of them and she fell to the ground, almost dragging Spike with her since he had a hold of her hand.

"It is my ankle" NobleWomanBuffy cried, tears streaming down her face from the pain that would've meant nothing to her Slayer-self but was terrible and crippling to this version.

"Oh great" Spike sighed to himself, forgetting the one downside to women like these were the fact they yelped and complained if they so much as broke a nail never mind a shoe that caused them to fall on the ground in a heap!

"Let's have a look then, see what damage you've done, if any" he said, hiding his slight annoyance as he crouched down on the ground beside her. His hand almost reached the bottom of her skirts when she reeled back, making herself wince as she moved her ankle which still throbbed.

"For you to touch me in a such a way would be inappropriate I'm sure" she told him, holding herself as if she were a terrified virgin, but then Spike realised that's what she really was right now.

"What's the matter, luv?" he said, getting closer to her, but so slowly she barely noticed he was moving, "You don't trust me now, is that it?"

"I... I do" she admitted, looking a little scared still, but it wasn't this man that was worrying her anymore. It was her feelings for him that she couldn't explain, feelings that ran deep and threatened to overwhelm her. She wanted to be proper and be a lady like she should, but when he'd touched her before, she so wished she could just let herself go, let him do whatever he wanted with her because she was convinced it would be wonderful.

"Gonna let me take a look at that ankle then?" he asked with a tilt of his head and with a shaky nod she agreed.

Spike surprised himself by how nice he was being to this girl. She was the Slayer after all, even if she didn't know it. He was supposed to hate her and want to kill her and yet the fact she was hurting hurt him. He hated that for a moment she looked like she didn't trust him, and it bothered him that seeing a large amount of her leg as she pulled up her dress for him to check her ankle was doing all kinds of things to him that this old fashioned lady version of Buffy would not understand at all.

She sighed as his cool hands moved over her foot and ankle, her eyes had fallen closed and a smile played at her lips. Spike smirked at that. He'd started out checking for a break of some kind, but now he was just seeing what he could get away with, how many different happy sounds and looks he could get out of her as his hand travelled further up her leg...

"Oh bollocks!" he cursed as he felt a presence behind him and turned to see a couple of nasty looking demons coming at them. Knowing he could probably take them on quite easily and alone, but also aware it would be difficult if he was trying to protect Buffy at the same time, he made a new plan. Scooping the startled girl up in his arms he began to run again, heading for a bunch of abandoned warehouses he knew on the other side of town.


The bell jingled over the shop door as Giles let himself in. Willow had found him at the library and told him what was happening to all the children and indeed adults that had been dressed up in costumes for Halloween. As soon as she'd mentioned getting the outfits from a new store called Ethan's, Giles had known that could only mean one Chaos-Worshipper was behind this.

"Ethan Rayne" he'd ground out, scaring Willow half to death with his angry tone and nasty look in his eyes. Ethan reminded Giles of the past, something he'd sooner forget most of the time. He got angry when he was reminded, and when someone like Ethan came messing with magicks in what he deemed to be his town.

Without a word he strode through the shop, pulled back the curtain that led to the back room and went through. He found his old friend kneeling by a statue with blood on his hands and face and a smirk on his lips.

"Hello, Ripper" he said smoothly, "How are things?"

"Not good" the librarian replied as he walked around the man on the ground, "but they'll improve" he smiled, suddenly kicking Ethan in the ribs and making him wince as he fell on his side in the foetal position. Giles stared down at him, unfeeling for the suffering of one he now loathed.

"Now tell me how to reverse what you've done"


"Should be safe enough here, luv" Spike told the still quaking Buffy as he set her down on some sturdy boxes in one of a row of warehouses that had long since been abandoned. He went to the entrance and checked nothing and nobody had followed them before closing the doors and putting a metal bar across, securing them shut just in case.

"You truly are a gentleman, William" Buffy told him, "I do not know how I could ever repay you for saving my life repeatedly"

Spike could think of a whole list of interesting ways for her to pay him back but she'd never agree to any of them, even in this giving mood he was sure. Of course she didn't have to be willing, in this state she did not have the power of the Slayer and he could do whatever he wanted with her, but he didn't.

Though he hated to think it, Spike knew he had fallen in love with the silly bint, and killing her would now be impossible, even the idea of taking advantage of her wasn't all that appealing since he knew she'd be mad at him when whatever spell she was under got reversed, as it doubtless would in time.

"Will you not come and sit with me?" she asked him with a shy smile and he realised he'd just been standing there staring at her for the past five minutes, not saying a word or moving at all.

"Course, luv" he said, returning her smile as he came to sit on the boxes beside her, "Your ankle feeling better?" he checked and she nodded.

"Yes, thank you" she told him, "I do believe you may have magic in your hands" she said softly, eyes down as she dared to let her fingers wander over to where his were, "Your touch seems to have cured my injury almost completely" she admitted as he turned his hand over and held her own.

"Could be true" Spike smirked at the ridiculous innocence of it all, "You believe in magic then, pet?" he asked her, finding it quite amusing considering the world they both lived in.

"I did not before, at least I do not think that I did" Buffy told him with a shake of her head, having trouble forming sentences as Spike's thumb stroked her wrist and made strange sensations pulse up her arm, "Magic is what witches practise, and they are surely children of the devil" she said firmly, "but perhaps there is magic that is used for good" she went on to say, glancing up at Spike just briefly before her eyes returned to the floor, her shyness very apparent and strange to him since she was the Slayer and usually not half so bashful, even in his company.

"Good magic, you reckon?" he prompted when she went quiet.

"Yes" she nodded, "Although I know it is wrong for us to be alone together like this, and for you to touch me as you have done tonight... it has felt like magic to me" she said, finally managing to meet his eyes.

With her head down she hadn't realise quite how close he'd gotten and his lips were now just a hairs breadth away from her own.

"'S better than magic, pet" he whispered, "Reckon it must be love" he admitted, right before he kissed her.


"You like to play the hero now, don't you?" Ethan laughed painfully as he lie on the floor, still clutching his ribs and stomach, "Watcher to the latest Slayer, father figure to the little kiddies at the school, but deep down you're still you, mate. You're still Ripper, the son of a bitch you always were"

Giles crouched down to Ethan's level, looking far from pleased as he finished polishing his glasses and replaced them on his nose.

"Now you listen to me, mate" he said with a strange emphasis as he grabbed his old friend by the hair and wrenched his head back, "Knowing as you do that I have not changed so very much, you know how much pain I can inflict upon you should I wish to" he said coldly, "So I think you would do better to tell me how to break this chaotic spell, before I break parts of you" he said nastily and Ethan winced with pain, deciding this was just not worth the sound thrashing he could end up getting.

"The statue" he gasped in air, "Smash the statue of Janus"

Scrambling away from the man, but keeping his eye on him since he could be lying, Giles picked up the grotesque statue with both hands, lifted it above his head and threw it to the ground. It smashed into a hundred pieces all across the stone floor, and the spell was broken.

To Be Continued...