Disclaimer: I don't own the challenge; that belongs to Lee. Buffy and Angel and respective characters belong to Joss Whedon, and Ocean's Eleven belongs to Warner Bros.

Feedback: Please do.

Challenge: Basically, redo the basic plot of Ocean's Eleven with Buffy and Angel characters. Angel should take the place of Danny Ocean, and Connor as Linus Caldwell. The other characters are up to you.


Other Requirements:
Keep the running gag of the Rusty character always eating/drinking something.

All characters should be at the jobs they were in the movie (Frank a dealer in a casino, Basher in the middle of another heist, Rusty teaching movie stars how to play poker, Danny/Angel in jail, Livingston working freelance for the FBI, etc.)

Angel's Eleven

The next morning, all eleven of the group were in one of Nabbit's old warehouses, working diligently at the parts that the reclusive millionaire had managed to purchase for them.

"How the hell'd you get all this stuff together without arousing suspicion?" Gunn asked, looking over at Nabbit as the two of them picked up a shelving unit and hauled it onto its feet.

"Basically just told the truth," Nabbit said dismissively. "Said that I was seeing about building myself a vault for some stuff; any similarities to the casino get noticed by anyone, they'll probably just assume I'm a nostalgic sad sack who can't let go of the past-"

"Which is technically true; you're just being productive about it," Spike put in casually.

Over in a corner of the room, near a conveyor belt stacked with fake casino chips, Angel and Oz exchanged glances and rolled their eyes at Spike's tactlessness; he'd been a pain when he was trying to kill them, and he was an ever bigger pain after his reformation. If it hadn't been for all the effort that their respective groups had put into helping Spike get his life back on track, Angel would have just kicked the guy out onto the street and let him cope with the heroin addiction on his own…

But I couldn't do it, could I? Angel mused to himself. A pain in the neck Spike may have been, but Angel knew, better than most, that if it hadn't been for the death of his mother, Spike might never have turned out like he did. With her gone, he had lost the only person who stopped him venting his frustration and rage on everyone who'd mocked and ridiculed him in his life. Then he'd met Drusilla, who'd helped him channel the frustration at something, and…

Well, things just went downhill from there.

Angel was just grateful that Spike's better nature had led to him helping them that time Dawn was kidnapped by that mad doctor with delusions of godhood(What had her name been again? Oh yeah… Glory…).

After that, Dawn had managed to appeal to Spike's humanity and make him reject Drusilla; currently, Angel's original protégé hadn't been seen for around eight years (Counting the time spent in prison), a fact of which Angel was inexpressibly grateful. Spike may have been annoying, but, over the years prior to Angel's imprisonment, he'd certainly proven to be a valuable ally…

"So, what's next?" Wesley asked, breaking into Angel's train of thought. Shaking his head, Angel glanced over at his old friend, and saw his sun standing beside Wesley, looking at him inquiringly.

"Right…" Angel said, looking over at Connor. "Fifth task; intelligence. We'll need the security codes for the doors, Connor, and only one guy has all three of them."

"Abrams?" Connor asked, raising an eyebrow.

Angel nodded. "Learn to love his shadow." He was about to turn back to the rest of the group and continue talking, but Connor grabbed his arm and glared at his father.

"That's it?" he asked, frustration evident in his voice. "All I have to do is watch him? You've got Gwen and Faith doing reconnaissance already!"

Angel sighed as he looked back at Connor. "I know that," he said, trying to keep his tone of voice calm and civil, "but when it comes to sneakily following a known womaniser like Abrams, a man who's good at staying unnoticed is far easier than a highly attractive woman, no matter how stealthy she is normally."

Noticing that Connor was still fuming, Angel reached out and placed a comforting hand on his son's arm.

"It's just temporary, Connor," he assure the young man. "You've got to learn to walk before you can crawl."

"Reverse that," Wesley said to Connor as the young man's face assumed an aspect of confusion, Angel already occupied with talking to Gunn, Faith and Gwen.

"Sixth task; transport," he began.


An hour later, the three of them were at a used car lot, Gunn talking with the manager while Faith and Gwen 'tested' the suspension of the vehicles they'd set their eyes on. So far, things weren't going well; Gunn knew that he'd matured a lot since those days, but he was coming this close to just beating the lot owner senseless until he agreed to give them the cars for free…

"I'm sorry," the lot owner said in a nearly-regretful tone as he spoke to Gunn, "but eighteen-five each is the best offer I can make you."

"Oh, I understand perfectly," Gunn said, trying to keep up his chosen image as a slightly dandified character without being flamboyantly homosexual. "They are beautiful vans. Well, I thank you for your time, Mister...?" he asked, holding out a hand thoughtfully; he knew the man's name, of course, but he'd just had an idea

"Denham," the man said, holding out his hand. "Billy Tim Denham."

"Yes, Denham, like a jean!" Gunn said, smiling as he took Denham's hand. The man chuckled briefly at Gunn's 'joke', but then stopped when Gunn raised his hands to his face.

"You know," Gunn said, looking up at Denham, "you have lovely hands- do you moisturize?"

Denham blinked in confusion. "I'm sorry?" he asked, staring at Gunn.

Gunn, however, pretended not to notice, and just kept on looking at the lot owner's hand. All he had to do now was keep holding Denham's hand, until the guy had no choice but to lower his price just to get Gunn out of his office.

"I swear by it- moisturizer, I mean," Gunn explained, smiling up at the man. "I try all sorts of lotions. I went through a fragrance-free period last year, but now I'm liking this new brand fortified with rose hip. My sister, you know," he added, trying not to think too much about his real sister Alonna, killed by a gang of killers on PCP back when he first met Angel, "she uses the aloe vera with the sun screen built in...

Denham, after numerous 'subtle' attempts to get his hand back had failed, nodded politely at Gunn.

"Uh-huh…" he said, nodding in a panicked manner as he looked at the ex-convict. "You said you'd be willing to pay in cash?"

"I did," Gunn said briefly, before continuing to talk as though Denham had never spoken. "You know: they say cinnamon is wonderful for your pores. Read that on the internet. And that ideally you should be wearing gloves to bed, but I find that would interfere with my social agenda. Problem is: I get a reaction to camphor so I can't use traditional remedies..."

Gunn noticed to his relief that Denham was already starting to sweat nervously; he was starting to worry that he was overdoing it.

"If you could pay cash," Denham said, trying not to focus on Gunn's hands, "I could probably drop the price a little. To, say, seventeen..."

Gunn squeezed slightly.

"Sixteen each?" he asked, speaking at a slightly faster pace than he honestly needed to.

"That would be lovely," Gunn said with a big smile as he released Denham's hand. "Thank you."


At the same time, Angel and Nabbit were sitting in a clothes shop, watching as Giles studied his reflection in a mirror. Contrary to his earlier casual attire, Giles was now dressed in an elaborate suit, a shiny grey in colour, and silver-rimmed glasses with black shoes.

"Nice material…" he said thoughtfully, studying the jacket.

"It's Armani, Mr Giles," Nabbit said to the ex-librarian from where he sat. "I thought it suited the image we'll be wanting to create."

"It's very nice…" Giles mused, trying to appear casual and failing miserably. It was evident to both of the other men that he was scared, right down to his Florsheims. Nodding over to the tailor who'd been fitting them for some privacy, Angel walked over to stand beside Giles as they looked into the mirror.

"You sure you're ready to do this Rupert?" Angel asked casually.

Giles briefly turned away, as though trying to compose himself, and when he faced Angel again, his entire aspect had changed, his features now resembling something that had been carved in stone, and the glare in his eyes as cold as icicles.

"If you ever question me again, Liam," Giles informed his old friend harshly, "you won't wake up the following morning."

Angel just smiled casually, patted his nearly-step-father-in-law, and turned around to look back at Nabbit.

"He's ready," he said simply. He jerked a finger towards the cashier and Nabbit got out his wallet, leaving Giles to practice his new role into a mirror.

"Hello," he said. "My name is Lyman Zerga..."

He coughed once and then tried again, this time a little deeper and with a slight accent; Angel thought it might be Swiss.

"My name is Lyman Zerga..."


An hour or so later, Giles was driving to the door of the Bellagio hotel, in a limousine that Nabbit had loaned to them for the purpose, a smaller car behind him. Faith was driving, but to avoid attracting attention she had tied all her hair up and hidden it under the chauffer's cap she was wearing, dark glasses and a moustache concealing the beauty of her features as a tight shirt did its best to squash her breasts down to a degree that wouldn't attract attention. Faith had initially complained about the outfit, but none of the group could ignore Angel's reasoning; they wanted Zerga to be the one to attract Abrams' attention, rather than his attractive staff.

As Faith pulled up outside the main door, she looked back at Giles, who was taking a last count of the money Nabbit had given him for this part of the task- six hundred thousand dollars- and smiled casually at him.

"We've arrived, Mr Zerga," she said, remembering to use a deeper voice than normal. "Good luck."

Giles, still in character, looked up accusingly at Faith.

"Luck is for losers," he said, his false accent prominent.

Getting out, he was joined by the inhabitants of the rear two cars- in this case, Oz and Spike, dressed in black business suits and dark glasses in the style of bodyguards, their hair bleached black to add to their stereotypical image. Purposefully walking up to the main entrance, the two men following him, Giles went through the doors and approached the VIP concierge.

"Ah, good afternoon, sir," the concierge said, looking up at the new arrival. "How can I be of service?"

Giles nodded. "My name is Lyman Zerga," he explained, staring at the concierge critically, his expression neutral. "I would like a suite."

The concierge looked at him inquiringly. "Do you have a reservation with us?"

Giles glared back at the man. "I don't make reservations."

A longer glance at Lyman's bodyguards confirmed for the concierge that this was, indeed, not a man who made reservations. Turning back to his computer, he began to check the list of available rooms.


A couple of days later, Wesley walked into the casino and joined Connor at a position outside the door. The young man was dressed in a long brown jacket and a dark blue shirt and jeans, leaning against the wall as he stared casually at the door.

"OK then," Wesley said, as he leant on the wall alongside the younger man. "Tell me about Benedict."

Connor sighed in an exaggerated manner as he looked over at his father's friend.

"The guy is a machine," he explained. "He arrives at the Bellagio every day at two p.m. Same Town Car, same driver. Remembers every valet's name on the way in, and doesn't miss an opportunity to make eye contact with anyone. Not bad for a guy worth three-quarters of a billion, really."

He indicated a set of steps some distance from the main door, just visible from their current position. "Offices are upstairs. He works hard, hits the lobby floor at seven on the nose; checks over everything from a balcony outside the office.

Connor swallowed slightly as he looked over at Wesley. "Call me paranoid, but he always reminds me of an eagle looking at its prey…"

Wesley nodded. "Given his reputation, that is understandable," he said, before turning back to the door. What then?"

"He spends three minutes on the floor with his casino manager," Connor explained.

"What does he talk to the manager about?" Wesley asked.

Connor shrugged dismissively. "It's all business, really" he explained. "Abrams likes to know what's going on in his casinos- the incident he doesn't know about or handle personally is the one nobody told him about- then he spends a few minutes gladhanding the high rollers. He's fluent in Spanish, German and Italian, and he's taking Japanese lessons- getting pretty good at it, by all accounts. He's out by seven-thirty, when an assistant hands him a black portfolio, containing the day's take and new security codes. Then he heads to the restaurant."

Wesley glanced at his watch and stared critically at the door. According to Connor, Abrams's schedule should have him leaving the casino now, but it was seven-thirty now and there was no sign of him…

"Give him another ten seconds," Connor said casually, as Abrams came around the corner, carrying his black portfolio and dressed in a sharp dark blue business suit.

As he walked by them, Connor smiled slightly and looked over at Wesley. "As I said: a machine."

Wesley indicated the target. "And that portfolio contains the codes to all the cage doors?

Connor nodded. "Two minutes after they've been changed, he's got 'em in hand," he said. He paused for a moment, and then glanced over at Wesley. "Is Angel suicidal?"

"What?" Wesley asked, looking at Connor in confusion. "What does that have to do with anything?"

Connor jerked his thumb after Abrams, who was already heading for his restaurant. "This guy's as smart and ruthless as they come. They caught a guy here recently who was just cheating at blackjack, and Abrams not only sent him up for ten years, he had the bank seize the guy's home and bankrupted-"

"His brother-in-law's tractor dealership, I heard," Wesley said dismissively. "I am aware of Abram's tendency to take everything from the people who wrong him, thank you very much."

He glanced over at Connor inquiringly. "Are you scared?"

Connor looked back at him. "You suicidal?" he asked.

"Only in the morning," Wesley said, shrugging dismissively. Noting Connor's suddenly eager expression, he raised an inquiring eyebrow. "Now what?"

Connor smiled. "Now comes the girl... if she comes in after he does, that means they're in a snit."

Wesley's eyes nearly widened in surprise. Why hadn't Angel mentioned that Abrams was seeing anyone…?

"Where's she come from?" he asked.

Connor smiled. "The museum downstairs; she's the curator there," he explained, before looking up at the stairs. "Wait... here she is," he said, chuckling as he looked over at Wesley. "Trust me; even you'll like this."

An elegant woman with long blonde hair, just a few inches over five feet high, appeared at the stop of the stairs. Elegantly dressed in a red jacket and knee-length skirt, she walked down the stairs and out of the door, apparently not even noticing the two men watching her.

"I don't know if we can use her yet," Connor added, looking back at Wesley. "I haven't even heard her name."

"Buffy," Wesley stated simply.

"What?" Connor asked, looking over at Wesley in confusion.

"Her name is Buffy," Wesley repeated, as he turned to look at Connor. "And she once came close to being your stepmother."