Rating: Somewhere between NC-17 and R.

Summary: Totally A/U fantasy of a slightly Different Sunnydale

A/N: Need feedback Praise or Flames but hopefully mostly Praise
e mail

Disclaimer Two: besides the name change which may change again. this fic has themes that may be squeemish to some people. as well as mf pairing.read at on risk

Initiative, Part 6

-1-

Dr. Walsh is on the phone, listening to Giles' report from Sunnydale. It's obvious from her expression that the news she's receiving is not to her liking.

" This is certainly not good news, Rupert, " Dr. Walsh struggles to remain calm. " What I don't understand is why this got to this point without me being made aware of the problem. Are you aware of the position this could put me in, if it gets out?"

She listens as Giles continues.

" Yes, I know I authorized some of the subjects being made aware of their … uniqueness, to help in observing the others. Veruca was one of the first clones we created. Perhaps there were some errors in her programming. All I know is that I have a loose cannon in Sunnydale, now killing for the pleasure of it. Why wasn't I informed about her deterioration before now. THAT'S what I want to know."

She begins to drum her fingers on the desktop impatiently.

" Yes, she is very clever. Obviously she's been hiding exactly how much her condition has changed. Yes, I know. She's a danger. I'll take care of it." Dr. Walsh listens again. " I said, I'll take care of it. Obviously, we'll have to do something drastic to her, as an object lesson to the other ' aware' subjects. Yes… yes… I'll arrange it"

At this point, Anne Price bursts into Maggie Walsh's office. Maggie looks up at her, and frowns. Oh wonderful, now what does Ms. Trouble want? She decides it's time to terminate this call.

" Ok, Dr. Giles, I have your report, we'll discuss it in detail later. Yes… I'll get back to you soon. Goodbye." She hangs up the phone, and waves Anne to be seated. She watches her for moment, trying to suss out her motive for showing up in her office now. Does she know something about the Sunnydale incident? God, how bad can this get, anyway?

" Hello, Ms. Price, how can I help you?" Dr. Walsh decides to go the conciliatory route. Maybe she'll let slip what she knows.

" Good afternoon, Dr. Walsh," Ms. Price, all sweetness, begins. " I see you seem to be in a cooperative mood today. That's good. I have a request I want to make of you."

" Indeed?" Maggie stalls, wondering what is in the evil bitch's mind this time. " How can I help?"

" Well, actually, it's really more than a request. I want to tour the UC Sunnydale facility."

Maggie feels a knot developing in her stomach. Well, she couldn't have picked a worse time, could she? How am I going to put this off?

" Ms. Price. Surely you know access to the UC Sunnydale is strictly controlled. The project is top secret. You need the proper credentials to even enter the building, never mind a tour."

" That's really not a problem, Dr. Walsh. I have the proper clearance for the facility. If you want I can contact the oversight committee and have them contact you?"

Of course she does. Why not? I mean, they're all out to get me, anyway. "I'm sure that won't be necessary, Ms. Price. I believe I can take your word for it. However, it's really not a good time to interrupt the work going on there now for a VIP tour. Problem is, we've come to a critical stage of the research, and interrupting it now could have consequences. Major consequences."

" Dr. Walsh, you were being so cooperative, I was hoping I wouldn't have to play hardball, but I suppose you're leaving me no choice, " Anne Price stands up, " You are aware that the Initiative Project has been transferred from the original management team, and has been put under the aegis of the select oversight committee. I'm the liaison to that committee, and that puts me in charge of reporting back to them as to the progress of the project. Continued funding for the project is based upon my report back to that committee. If the implications aren't clear, it means, essentially, I'm in charge here, not you. Now, out of respect for your work, I've couched this as a request. I know how easily your ego can be wounded." Anne Price smiles at the effect her words have on Maggie Walsh. Her tone becomes less friendly." However, if you don't cooperate with me, I'll recommend to the committee that you be replaced with a more willing director. Have I made myself clear?"

Dr. Walsh feels her gorge rise.

" You wouldn't dare. No one knows the work being done here like I do," Her voice is filled with anger, " you have no grounds to replace me."

" Don't I? How about incompetence?"

"WHAT!

" The little incident in Sunnydale? It's not a secret, Dr. Walsh. And I have evidence that one of your subjects was present at the site of the … incident… at the time it occurred. Now, how do you think the committee will feel if it's found that one, or more, of the subjects were involved? What do you think that will do not ONLY to you're position in this project, but to your reputation?"

Dr. Walsh feels trapped. " That's blackmail."

" Blackmail is such an ugly term, " Ms. Price can't help mocking her. " As I said, consider it a request. A favor to me, you simply can't refuse to grant"

Maggie knows she's cornered. She has no choice.

" Very well. We'll travel to the UC Sunnydale lab, and I'll give you the tour. It's about an hour away, so we'll meet there at Lowell House. That's the entry to the facility." She looks at her watch, " So, about 2 pm then?"

Anne Price smiles. " Very nice, Dr. Walsh. But I think we should go together. I mean, that way I know we won't miss each other." She notes Maggie's expression. " There's no problem with that, is there, Dr. Walsh?"

Oh, Yummy. Stuck for an hour in a car with The Evil Bitch. I'm looking forward to it. Never mind it won't give me time to ' clean up' any messes. But how can I get out of it?

" Very well, then. We'll go together. I need to clear a few things up here…"

" No problem. Meet you in the lobby in say… 15 minutes?"

" That'll hardly give me time to…"

" Dr. Walsh. The sooner we get this done, the better. Don't you agree? I'm sure you can shift things around."

Dr. Walsh feels her fingers itch. She would love to strangle this woman. Wonder how her DNA would do in new subjects? No, wait. More of her? Forget it. Couldn't explain her disappearance, anyway.

" Ok, then, 15 minutes"

" See you soon," Ms. Price chirps brightly, happy to get her way. She leaves the office.

Maggie Walsh sits down heavily into her chair, her head in her hands.

She knows all to well. The nightmare that never ends? Has just begun for her.

-2-

Faith walks down the hall to the library looking none too happy.

She's done what Oz asked her to do. She made up with Veruca. Now she's looking for something to get the bitter taste out of her mouth.

That was… bogus. How come even though she insulted me, made me feel like some kind of incestuous tramp … I mean, me and Oz? Ewww! … but despite that, and the fact THEY were out all night, scaring me silly … ok, that doesn't mean squat, right? I have no apology comin', uh-uh. Nope, I jus gotta crawl to that horror show reject and beg forgiveness. Ok, maybe not beg, maybe not crawl, but ask... that's just not right. Ok, ok, I got a little bit physical… but hell, she had it coming with that shit she was talkin'. Well, Oz, I did it. For you. So, baby, you're gonna owe me big time for this one.

Truth be told, however, Faith isn't all that put out. Sure, she had to swallow some pride, but coming here to make up with Veruca gave her an excuse to be on campus, and maybe get to see Willow. Seeing Willow seems to be almost worth the crap she just put up with.

She reaches the library doors and stops, looking in through the windows. Not that I hate books, mind you. I like them fine… at a distance, where I don't actually have to open one. I wanna see Willow, but damn if I'm gonna go into where the books live, if I don't gotta. Also, while she was ok with Giles and all, she was a little creeped out by him. I mean, what's some old dude hangin' out with a bunch of kids for, anyway? If he doesn't have to? If Willow's there, I'll be ok with it, but meeting him alone? Naw, I got better things to do, like, oh, watch paint dry.

She sees Willow and her friends, Buffy, Xander( oh great, creepy boy is here, too, Hurrah!) Cordelia, and Giles, at one of the reading tables in the library. Buffy, Willow, Cordelia and Xander are standing at the table with their backs to the door, and Giles is lecturing to them, turned away facing a whiteboard. A small mischievous grin pulls at Faith's lips.

Very, very quietly she lets herself into the library, ducking low so not to be noticed. She ducks down behind the front desk, and quietly creeps up on the group. Willow, leaning on the table, is closest to her. Her bottom is pushed a little back. Faith almost chuckles and ruins her surprise, but manages to restrain herself. Quiet as a cat, she gets closer… closer… closer…

" … and so you see, the Hakasav is a fairly mild member of its species, not at all dangerous. Mostly they are balance demons… It's very unusual for one to attack a human unless they stumble across their nest. The female of the species tends to be very maternal…"

Faith, in one long continuous motion, closes the distance to Willow, comes up and pinches her cute little bottom.

Willow squeals and turns around, ready to slap whoever pinched her. The others turn at Willow's squeal.

" FAITH!" Willow squeals again, but this time it's a happy squeal. She almost throws herself at Faith, pulling her into a huge hug. She whispers softly in Faith's ear, " I've missed you so much! I'm so happy to see you!"

" Glad to see you too, cutie, " Faith replies, loving the hug. " but maybe … well, your buddies are all around and …"

" Shhh… just hug me, silly girl" Willow hugs her even tighter. She looks over Faith's shoulder, and sees Cordy looking at them and smiling. Cordelia winks.

Xander, on the other hand, caught by surprise, doesn't look too pleased. God, would you look at that? Faith is some big old dyke, and now she's got Willow all acting gay! That sucks. I mean, I didn't even get a piece of that cute lil redhead's ass before she moved in. Wait a minute… maybe… yeah… ok, I get it. Faith is Willow's assigned 'Mate'. Ok, makes sense now. I mean, Will never acted like ' gay ' before. But… how're they gonna mate, anyway? Aw, who cares? I mean, here's Buffy, Willow and Faith… all hot chicks, and I can't get any of that prime pussy… this job sometimes totally sucks! Xander becomes aware that Giles is looking at him, with a not so happy expression. Oh, oh, Pops is getting upset. He puts on the patented Xander goofy grin, and acts like Faith hugging Willow is the best thing since sliced bread.

Buffy is just confused. Ok, what exactly is going on here, anyway? That looks like more than just a friendly hug. Sheesh, what's the deal here, anyway? I mean, is it like they're … girlfriend and girlfriend? Ok, that even sounds weird in my head. But, geeze, look at them. I mean, is Will like… gay now? And when did this happen? Will never mentioned anything about it to me, and I'm her best friend! And look at Cordy over there, acting all knowing and smiling. What's her deal? Well, gotta say, this kinda unexpected. I always figured Willow would find the Ken to her Barbie. Now it looks like Barbie is gonna be going steady with Tori. How come I'm always the last to know?

" Hey, guys, I want you to meet somebody. Buffy, Xander, this is Faith. Faith, that's Buffy," Willow points at the small blond girl, " Xander …. Well, you know him, but he's acting kinda Xanderish, again, so intros are in order… and you already know Giles.. and Cordelia…"

" Hey, Faith, " Buffy smiles at the new girl. Well, evidently Will likes her. Guess she's gotta be ok, then.

" Hiya, Faith. I remember you. You've got a punch on ya, " Xander smiles, all the while burning inside. " You're not gonna hit me again, are you?"

" Not unless you need it, " Faith says good-humoredly.

Xander puts up his hands in surrender and smiles. Just give me the excuse, bitch, and I'm gonna chop you to pieces.

" Hello, again, Faith. Did that job work out for you?" Giles asks, a little surprised to see Faith.

" Yeah, that was real great, you giving me that lead, " Faith smiles at him. Then it occurs to her. " It's ok if I'm here, right? I mean, I'm not goofing off, I'm on a lunch break!"

" Yes, of course. You're always welcome, Faith, " Giles smiles.

" Ummm… thanks, but… well, me and books? We're not exactly going steady or nothing" Faith grins.

Giles' brow furrows. " Sorry to hear that. You can get a lot out of books, sometimes more than you can from those infernal idiot boxes everybody seems so enamored with these days."

" Giles? Idiot boxes? That's TV… and I think you mean computers," Willow says, gently.

" Yes, well… whatever you call those horrid, sterile things."

Willow just smiles, then looks at Faith and shrugs. " Computer-phobia" she mouths to Faith. Everybody catches it and laughs. Except Giles, who just looks perturbed.

" Hi, Faith, " Cordelia walks over to Faith, and puts her hand on Faith's shoulder. " Look, before, when I called you like all dykey and stuff? I didn't really… well, I meant it, but I was upset, and I didn't mean to be rude and upset you… I mean, if you and Willow… if that's your thing… well, hey, I'm all for it, ok?" She raises her fist, " I mean, girl power, right?"

Faith looks at Willow, the question in her eyes. Is she really apologizing to me? Willow, almost reading her mind, nods. " That's about as close as Queen C gets to an apology" She whispers.

" Ummm… thanks, Cordelia… I think" Faith replies.

Cordelia smiles and moves back to Xander.

God, she's still with him? I guess some people just never get it Faith thinks to herself

" So, ummm… Faith? Tell us a little about yourself, " Buffy says, looking pointedly at Willow. " You're kind of Mystery Girl here. My bestest friend in the whole world seems to have forgotten to tell her best friend anything about you! You don't mind if I ask about you, do you?"

" Naw, it's no big. Not like I'm anything special, you know. Just a girl from L.A. making her way in SunnyD here," Faith smiles.

" L.A? You too? I'm from L.A!" Buffy smiles. " What part?"

" East side. You?" Faith replies.

" West… went to Hemery High before moving here."

" Cool… me? I kinda started High School, but we didn't get along, so I left."

" Really? Gee, think you could talk to my mom? I keep telling her that school and me are incompatible."

" Don't think your mom would think I was the poster girl for like school advice, you know? I mean, my units kinda kicked me out when I was 14, and I spent a year in Juvey and finally got legally emancipated at 16…"

"Wow, really?" Buffy seems to be warming up to Faith. " You're like an adult, now? You can buy beer?"

Faith laughs. " No, I still gotta be 21 to do that, but I can like get an apartment and do the other stuff adults do. Trust me, without money, it's kinda overrated."

" Yeah, I guess that'd be true. So, you like working?"

" Sure. Mr. Giles here kinda turned me onto a delivery job. It doesn't pay great, but it's money comin' in, you know? Saving a down for an apartment."

" You drive? Gosh, my mom won't let me drive… "

" I've been with you when you drive, Buffy, " Willow says, " I think the world is safer if you like wait til you're oh… say 30?"

" Hey!" Buffy protests, " I can drive really fine!"

Willow shakes her head at Faith and mouths " NOOOO". Again, everybody laughs, except Buffy who blushes.

" Aw, don't let 'em getcha, B. I don't drive either. Haven't passed the written yet. Gotta go back in a couple of months."

" Ummm… how're you making your deliveries, then?"

" Sorry, guess I screwed it up a little. Not really like a delivery job… like with UPS or nothing. It's a courier job. I carry envelopes… on my bike."

" Motorcycle?" Buffy's eyes widen.

" I wish. No, just a bike. The pedal kind."

" Hey, I ride a bike, nothing wrong with it!" Willow protests.

" Yeah, and I bet you're real cute riding along, " Faith winks at her.

Willow blushes.

" So, Faith, if you don't have a place, where are you staying?"

" I'm kinda crashing with Oz… my cousin."

" Oz is you're cousin?" Buffy looks at her funny. " Funny, he never mentioned you."

" Really? Weird!" Faith is confused. Why didn't Oz ever talk about me?

" Well, Oz isn't the big talker, you know, " Willow defends Faith.

" Hey, has anyone seen Oz today? I mean, I've got a class with him, and he wasn't in it" Xander interjects.

Ozman isn't here? Shit! He said he was comin' to school.

" Oh, yeah. Well, Oz was kinda sick this morning. I left early. He probably stayed home." Faith lies, covering her cousin.

Giles, watching them, detects Faith's lie. Not the world's best liar. Wonder if he's not here because of last night?

" Sick? Gee, he didn't seem sick last night when he was playing at the Bronze, " Xander says , all innocence.

" Yeah, well, maybe something at the Bronze made him sick, " Faith shoots Xander a look.

" Hey… I'm just saying…" Xander puts up his hands defensively.

" Well, tell Oz we miss him, ok, and hope he's feeling better soon," Buffy interrupts before something happens.

" So, ummm… you guys kinda just hang out here at lunchtime together?" Faith changes the subject quickly.

" Well…." Buffy trails off, looking around the group. They nod, and she continues, " We kinda meet here… I guess were sorta … well, we …"

" Buffy's a Slayer, " Willow blurts out.

" A what? Is that kinda like a gang?" Faith asks.

" No, silly. A vampire slayer."

" Vampire Slayer? " Faith looks around, waiting for the joke. " You're kidding, right? There's no such thing as Vampires!"

" Better not let Angel hear you say that, sweetie, " Willow says, " He might not like it."

" Huh? Who's Angel?"

" Buffy's squeeze… and a vampire."

" You're dating a vampire?" Faith looks at Buffy incredulously. " I mean… I'm not saying I believe this stuff about vampires and slayers… but if you are this slayer… isn't that against the rules?"

" He has a soul, Faith," Buffy says quietly.

" Ok, joke over, ok? New kid isn't buying into it."

" Faith, vampires are very real. And demons, and werewolves…" Giles says, quietly.

" Oh, c'mon, Giles, not you too!" Faith looks at the group. They all nod at her. " Vampires? " They nod.

Buffy pipes up, " Oh, go ahead, Giles, you know you want to!" She grins at him.

"In every generation there is a Chosen One. She alone will stand against the vampires, the demons and the forces of darkness. She is the Slayer. "

" Ok, guys, boy, you really do it up , when you're puttin' one over on a newbie. This is just a joke, right?" They shake their heads. " Vampires are real?" They nod. " And Buffy, she's like … the one who kills them?" They nod. " Really?"

" Really, Faith, " Buffy says, quietly.

" That's… that's…. so cool!" Faith says, a little awed. " So, like do you have super powers? Like X-ray vision and fly and stuff?"

" I'm the slayer Faith, not Supergirl, " Buffy laughs. " I got I guess super strength, and I heal fast, but otherwise, just your average ordinary girl."

" This is cool. I've never known a superhero before, " Faith grins. Then she frowns. " But you date an vampire?"

" Yeah… but like I said, he has a soul."

" Yeah…ok, but… ummm…well…" She moves over to Buffy and whispers in her ear. " Is he good?"

Buffy blushes bright red!

" Faith! What did you say to her?" Willow says, coming over.

" I just wanted to know if he was like… good, " Faith says, in a very low tone.

" Well, of course he's good. He has a soul…" Willow starts. Then she realizes what Faith is asking. She blushes pink, too. " Faith!" She whispers vehemently. " That's private! Anyway, I don't think they've…" She turns for Buffy for confirmation. Buffy nods that they have. " Really?" Buffy nods again. " How was it?" Buffy nods her head, indicating everyone is listening." Ok, but later, ok? You gotta tell me!"

" Ummm… like you told me about Faith?" Buffy looks at her pointedly.

" Buffy! Faith and I are just… well, we're just…" Willow starts to trip over her words. " We're not like that, you know?"

" Uh-huh!" Buffy says, in a sing-song tone.

" We're not, really, Buffy, " Faith backs up Willow.

" Uh-huh, " Again, with the tone in her voice.

"We're not!" They both say together, rather loudly.

The whole group is staring at them, smiling.

" We're NOT!" Willow protests.

" Uh-huh!" they say as a group. They're all smirking, knowingly.

" Ummm, I think that's my cue to leave. Lunch is about over, anyway." Faith says,

" Well, I'm going too! I mean, if my friends don't believe me, not sure I'm wanting to hang out with them!"

" Aw, Will. We're just kidding!" Buffy comes over and hugs her friend. " you're so cute when we tease you!"

" Grrr. It's not funny!" Willow says out loud. In a much lower voice, so only she, Faith and Buffy can hear. " Buffy, don't ruin it! I want to walk Faith to her bike, and I need cover!" She says louder. " I'm leaving now. Boy, you guys. I thought you were my friends. Guess not, huh?" She sounds offended.

" Well, if that's the way you feel, " Buffy says, playing along.

" It is!" Taking Faith's arm, Willow pulls her along out of the library.

" See you tomorrow, Will? And Faith?" Buffy calls out, just as they're about to escape.

Willow turns around, and her expression is priceless. " Yeah. I guess " . She knows her whole little cover is blown.

The two leave admit hoots and some laughter.

The two girls walk arm in arm til they reach the bike rack where Faith left her bike. They don't say much of anything, because A) they're still a little embarrassed about the scene in the library, and B). they don't have to. They just like being together. Finally Faith speaks up.

" Red, we gotta talk." She says, her face all serious.

Oh, no! Not the " We gotta talk" speech. No, we haven't even… how can we … oh crap! I blew it Willow is starting to panic.

" Ok," Willow says, her voice barely above a whisper.

" Willow, I gotta know. I mean, we've been kinda 'seeing' each other since that night at the Bronze. But today I find out you haven't even told Buffy about me." Faith stops. She's not really sure she wants to know the answer to her next question. " Are you like, ashamed of me or something?"

" What? NO!" Willow protests, loudly. " That's silly! I mean, I couldn't be prouder of you. The way you stood up to Xander when he was hurting Cordy at the Bronze, and then … well, just you taking control of your life, even though your parents kicked you out, and working, and … well, trying to get in the band, and just… hey, I'm really fond of you, you know?"

" Fond… ok, fond, " Faith says, " Why didn't you tell anybody about me?"

" I dunno… geeze, Faith, I'm kinda confused here, too. I guess I wanted you all to myself for awhile. So I could figure things out. I mean, well, I've never been in love with a girl before…" Willow's eyes go wide when she realizes she just said the " L" word out loud.

" Love? You love me?" Faith is taken aback… but in a good way. " Really?"

" Can I take that back? Can we have a do over?" Willow says, mistaking Faith's reaction.

" Do you want to take it back?"

" Ummm… ummm… " Willow stalls. Oh, H-E-double toothpicks! In for it all, I guess! " … ummm… no…" Her voice is barely audible.

" Oh, thank god!' Faith blurts out, " because I think I love you too!"

" Really!" Willow all of a sudden feels like she's floating. She repeats. "Really?"

" Yeah, " Faith says, looking down, feeling suddenly shy.

" So, does that make us girlfriends now?" Willow asks softly.

" Well, we're girls, and we're friends…"

" No! I mean, Girlfriends!" Willow says.

Faith nods. " So, do we what? Like, hug now?"

" Oh, I think we do more than hug now!"

Before Faith can even take a breath, Willow is on her, arms around her. Willow's mouth is covering hers, and this is no innocent, sweet peck on the lips. Faith can feel Willow's heat through her lips, and shares it. She opens her mouth, and Willow's tongue invades. More, Willow starts rubbing up against Faith, pushing her groin against Faith until Faith feels that now familiar swelling in her rather loose jeans. Oh cripes, Faith thinks, feeling Willow against her, the girls on fire… and she's pretty much setting me on fire too… mmmmmmmmmmmmmm. Finally, with some reluctance, she breaks the kiss.

" Uhhh… I gotta go Red. Gotta get to work… or they're gonna fire my ass…"

" You mean this cute ass?" Willow grabs Faith's ass.

" God, Red! Stop it!' But that's the hardest thing she's ever had to say. And it's not nearly as hard as her new penis is at the moment.

" Ok, I guess," Willow pouts, " but who do you love?"

" You, " Faith whispers.

" And who's your girlfriend?"

" Uhhhh… Buffy?"

" HEY!"

" You, you dope!" Faith grins at her.

" You better not forget it either, mister!" Willow says. She leans in and gives Faith a chaste little kiss on the lips. Before Faith can stop her, she turns and is off to class.

Faith, however, notices a new and very sexy bounce to Willow's step.

Oh, I'm so dead! And so loving it!

Shaking her head, grinning like an idiot, she carefully mounts her bike and rides off.

-3-

Maggie Walsh enters the large room, followed closely by Anne Price.

It's a huge room, almost the size of a warehouse. Along the walls are a multitude of cylindrical tanks, filled with liquid. If you look closely, you can see vague, shadowy human shapes in the tanks. In the center of the room is a row of computer monitors, each hooked up to an individual tank.

" And this is the last room on our tour. This is the Volunteer DNA Storage facility. We store the DNA of our subjects in the tanks lining the walls. They are held in stasis, kept alive by feeding tubes. The liquid in the tanks is an organic mix, to preserve the original DNA used in our test subjects, in case we need to access it again."

" I'm not sure I understand, " Anne says, looking at the tanks lining the walls, " Why would you need to have access to the original DNA?"

" Well, as I mentioned earlier in our tour, we create the cloned subjects mixing human and animal DNA to create the unique qualities we're looking for in the test subjects. Then, using various techniques, we 'program' the clones with a set of 'life' memories, and introduce them into the general public, using volunteers to act as their ' family'." Dr. Walsh stops, and turns to Anne. " In some cases, the programming hasn't… worked properly, and we've been forced to ' devolve' the clones, returning them to a pre-growth state. To keep our objectives on track and on time, we've had to 'recreate' the original clone, but with adjustments in it's programming to correct the errors. That's the simplified version. You might find the detailed version a bit technical."

" I see, " Anne says, realizing she's been subtly insulted, but letting it slide. " What do the computers do?"

" They monitor the DNA host subjects. Keeping the vitals in line, so there is no deterioration of the tissues."

" You mean they're alive in there?" Anne gestures at the tanks.'

" Yes, of course. Dead tissue is no good to us."

" You said they're volunteers. Who would volunteer for this?"

" Well, lets just say they faced situations much worse than they're in now. Most of the volunteers are culled from prison populations. They have been granted pardons in exchange for their cooperation with the experiments. Once the subjects are stable, the host volunteers will be revived, with new lives ahead of them." Dr. Walsh didn't mention that most of the 'volunteers' don't survive the process intact, and even if they do, they can't be allowed to let what is going on here leak out. All will be ' disposed' of in time, once the project is complete and the subjects are proven stable.

" Well, Dr. Walsh, I have to admit. I'm very impressed. I'm not exactly sure what I expected to find. Maybe something out of an old Frankenstein movie or some such. But from what I see, everything is run efficiently, and records are kept of each and every process." Anne stops for a moment, then continues. " One thing that puzzles me, though. Exactly why are we even creating these cloned subjects? What's the purpose behind the project?"

Dr. Walsh indicates for Ms. Price to be seated. She sits next to her.

" The Initiative Project is a combined effort of various U.S. Intelligence agencies and the Military to create , using a very tired an overused term, the Super soldier. This is not the first effort at creating this mythical " Super Soldier" , but it is the best and most advanced protocol to date."

" But, I don't understand. Why go to all the trouble to create new beings to be this " Super Soldier"? Why not just develop methods to enhance living volunteers to fulfill this role?"

" Human beings, at least normal human beings, have conflicts when it comes to being ' enhanced' , as you put it. That research was actually carried out in secret in the 80's, with disastrous results. The big problem is, what happens when the 'volunteer' no longer wants to be a Super Soldier? You can't exactly 'un-enhance' them once the surgeries and various chemical and psychological modifications have been made. They become…well, rebellious, forced into a life they don't want. The test subjects from those experiments inevitably went psychotic, and had to be put down."

" But, aren't your 'test subjects' human beings too? What happens if they don't want to be this Super Soldier?"

" Not strictly, no. We are doing things that even 5 years ago were unheard of. We are mixing the DNA of humans and animals to create a new race of beings. They are not human, strictly, and certainly not animals. They combine the abilities and strengths of both. For instance, in one of our test subjects, we've combined human and avian DNA, to create a being with extraordinary sight capabilities, and using predator birds, they instinctually are hunters. They will make great covert operatives, once the experiments are complete. Other subjects are combined with different animal DNA, or various animal DNA's , to create unique capabilities in them."

"Ok, I'm following you. They have these ' capabilities' from birth, so to speak. But still, won't they rebel like the other experiments?"

" No, that's what the programming is about. They are programmed using a variety of techniques to have their assignments ' hard coded' in their thought processes. When fully activated, they're goal in life is to perform the programming they received in the pre-clone state."

"So, essentially you're creating a slave class of beings. They don't know it, but they can only serve per their programming, only the functions they were created to fulfill. This is their whole existence. Seems rather… cruel."

" First of all, I have to correct you. We're not creating a slave class here, but rather, a warrior class. And, if we stopped at just what's been described, you're right. It would be a servant class. But we're taking this further."

" How so?"

" First of all, we're integrating our ' test subjects' into normal society. We're giving them memories of a life , even if it never was truly lived by them. The only thing we're programming is an imperative to be 'patriotic' and to serve their country in the roles provided. They don't, and won't know any other desires. To them, they are 'volunteering' to be Super Soldiers, to use their ' God given' abilities to serve the country. Just like any other ' patriotic' citizen. They are given identities, and lives. They aren't kept apart, but are an integral part of our society."

" That's all very well and good, Doctor. But what about the other things people crave. Love, a home, family? They obviously won't have that."

Dr. Walsh smiles at her. " I have to disagree. That's what the current part of the experiment is all about. The race of cloned beings we're creating are fully functional sexually."

" Maybe, but to put it bluntly, who wants to be with a 'freak ' ?" Anne Price looks doubtful . The thought gives her the willies.

" Ah, we thought of that. We are creating ' mating pairs' of our subjects. Not only will they be capable of reproduction, but unlike anyone else, they will be guaranteed a mate. And, they combined abilities of the 'parents' will be passed to the children, creating a stronger, better warrior class."

" This all sounds very Orwellian to me, Dr. Walsh. It seems… unnatural."

" So , I must point out, is most technology, including medicine. Yet, these are to the benefit of the population as a whole, and we would be rather miserable as a race without them. " Dr .Walsh stands up, and turns back to her. " You have to consider the broader picture. These ' unnaturals' will relieve the burden of fighting, and death and dismemberment from fighting, from the ' natural' born citizens. They are the armies of the future, carrying out the unfortunately necessary fighting of wars. In a way, they're like the drone planes becoming more and more in use in warfare. There is not pilot in the cockpits; they are controlled remotely. If they are shot down, a human being is not lost. These " Super Soldiers' are the same breed. They are created to replace human troops in battle, and to be faster, better, and smarter in fighting. Their chances of survival are greater than 'normal' humans.

But beyond that, these ' Super Soldiers' can be programmed to not only fit in our society, but into any society, including those hostile to our interests. They become the perfect spies. They blend seamlessly into the society they are created for, they live , work, procreate like 'normal' humans, but all the time they are keeping tabs on potential dangers to our interests. They can work in ways no conventional spy can to prevent conflicts, therefore reducing and maybe one day eliminating the need for war. With these beings, we may be able to eliminate war in a few generations. "

Anne Price sits quietly awhile, seeming to mull over Dr. Walsh's arguments. She finally replies.

" I have to admit, Dr. Walsh. When I came here today, I was very negative about continuing the Initiative Project. Cost overruns, the failures? All were seemingly too high. But after inspecting your operation, and after your very passionate speech for the project, I see some more consideration needs to go into this." She smiles brightly at Dr. Walsh." I can see now, you're a very dedicated scientist promoting what seems to be a very worthy project. I will include your arguments in my report to the select committee. I believe that funding can be almost guaranteed for the continuance of the Initiative Project."

Dr. Walsh feels an immense weight lifting off her heart. She feared that after today, and the recent incidents, that the Initiative was doomed. She turns to Anne and smiles a rare smile.

" Thank you, Ms. Price. This is very good news, indeed."

" Don't thank me, Dr. Walsh. Just see that you're goals are met."

Maggie Walsh nods. She's beginning to wonder if maybe she hasn't misjudged Ms. Price.

" Now, Doctor, I need to make some calls, and get the ball rolling. So, if you'll excuse me, I believe I'll be leaving, and let you get back to work." Anne Price rises, and looks around. " Exactly how do I get out of here, anyway?"

Dr. Walsh guides Anne to the closest exit from the complex. As she's about to leave, Anne turns back and offers her hand.

" Dr. Walsh, I want to congratulate you on a very successful effort. We'll be talking again, soon."

Maggie Walsh takes her hand, and shakes it. She smiles, then turns back and re-enters the facility, leaving Anne Price alone on the steps leading out.

Anne Price goes down the steps, heading for the School Parking lot. She stops, and takes out her cell phone. She uses her speed dial to call a particular number.

" Hi, Daddy? This is Anne. I've just toured the facilities here at UC Sunnydale, and I have to say, I'm impressed with the level of advancement they've made in the cloning process. I believe that we'll be able to use the research for our own project with little input from outside scientists. Once we eliminate Dr. Walsh from the equation, I feel we'll be able to reach our own projected goals within a year or so."

"That's very good news, Anne, " Ethan Rayne replies on his side of the conversation. " I must say, I wish I had equally good news to report. But I fear my old friend, Rupert Giles, is rather balky at helping us. It's really too bad. It would've made taking over so much easier. But I should've remembered that old Ripper marches to the beat of a different drum, and lays his loyalties all too often on the losing side of the skirmish. He's such a rampant sentimentalist. Oh well, we'll take care of him when the time's right."

" So what now?" Anne says, " How do we get rid of Maggie Walsh, if Dr. Giles won't cooperate?"

" Simple. We just move to plan B. I'm already setting things in place, and things will be ready to roll at the appointed time."

Anne Price smiles. " I knew I could count on you, Daddy, " She purrs into the phone. " Who's your sugar?"

" You are of course, my dear, " Ethan replies, smiling .

" Bye, Daddy, gotta go."

" Bye, love"

Anne ends the call, closing the phone and putting in her purse.

Looks like it's going to be a beautiful day after all, she thinks to herself.

Humming a little tune, she walks towards the parking lot and her car.

-4-

Mmmmmmmmmmmmmmmmmmmmmmmmm

Faith rides along to her last stop of the day, daydreaming a little. Not a particularly safe thing to do when you're riding a bicycle and delivering packages, but give her a break. She can't help it. She's in love and can't forget that kiss Willow gave her at school just a few hours ago.

That was no kiss. God, I think she was trying to suck me out through my mouth. Mama, who woulda thought that little red-headed sweet as sugar never been kissed girl would turn out to be so damned hot? And horny? I thought she was gonna rub my clothes off there, she was so into it. Good thing she didn't, though, or junior mighta popped out and that woulda been something to explain. Man, I still got chill bumps thinkin' about that kiss. Mmmmmmmmmmmmm….. Oh SHIT!

Faith barely misses a pedestrian as she's riding along. She swerves at the last second, scaring both herself and the man she nearly hit.

" You IDIOT! Watch where you're riding that thing. You could've killed me!" The man shouts at her.'

" Sorry, sorry!" Faith calls back, zooming off before the man decides to do something about it. That'd be just swell. Fired because I nearly hit someone…because I was daydreaming!

Ok, Faithy, mind back to business… Now, where's this package gotta get to? Let's see… 2230 Elm St. Faith pulls up and pauses for a second. She looks at the address again. Why does that seem familiar? She shrugs, pushing off to continue.

She rides her bike up to a large white house, and it hits her why the address if familiar. God, it's Red's house. I'm such a dope. I've been here plenty, and didn't even get the address.

She looks at the name on the package she's carrying . Sheila Rosenberg. Must be her mom, I guess. Rosenberg… so that's her last name. Cool. Well , Ms. Willow Rosenberg, maybe I'll just see you again, and maybe we can take up where we left off… Oh, god, what're you thinking, Faith?. This is her house! What if her mom caught us? Hmmm… maybe we can make a date at least… we'll see…

Faith parks her bike, and walks up to the front door. She knocks and waits … and waits… and waits. She knocks again and hears a voice call out through the door.

" Come in! I'm on the phone. Be with you in a moment."

Faith lets herself in and waits in the foyer, taking a little look around. She's never really seen this part of the house. Mostly, they came in through the back by Willow's room. Clutching the package, she moves into the living room.

" Hello? Ms. Rosenberg?" Faith calls out, wanting to get her business out of the way, hoping that Willow will show up.

" Just a moment, Please!" Mrs. Rosenberg calls out to her. Faith follows the direction of the voice and comes to the doorway leading to the dining room. Mrs. Rosenberg is standing by the table, back to her, talking on the phone.

" Yes, Helen, I'm still at a loss for the band. I mean, I've tried booking one for Willow's party, but the ones I've seen are so… well, just too weird, and they want all this money to play. I mean, please, a thousand dollars to play a party? That's just ludicrous. But I did promise Willow I'd get her a live band, and now I'm kind of at the end of my rope…"

At this moment, she turns and sees Faith standing at the dining room door. Still listening, she waves Faith in. Faith presents her with a pen to sign for the package, and hands it to her.

" No, I can't use the same band as the one she had at her Bat Mitzvah. They left Sunnydale a year ago, after that strange incident at the school auditorium." She listens to the phone, and continues. " Oh, please, not that band. I heard they encourage the use of like drugs, and sex and stuff… no, I don't know … I'll figure something out. Boy, never figured it'd be this hard to get a band… Anyway, I gotta go Helen. Give my best to Roger. Yes, I know… ok, well, we'll get together soon. Have dinner or something… right… ok, bye Helen."

Sheila hangs up the phone, and notices that Faith is still there. She looks at her quizzically.

" Was there something else, miss? " She takes a closer look at Faith. " Don't I know you?"

" Yes, Ma'am. My names Faith, I'm a friend of your daughter."

" Of course, Faith. Right, I remember you. Willow talks about you all the time," Sheila smiles at her. " So, Faith, was there something I can do for you?"

" Well, actually ma'am? I maybe could do something for you?"

" I'm afraid I don't understand?" Sheila looks puzzled.

" I couldn't help overhearing that you were looking for a band?" Faith smiles, " for Willow's party."

" Yes, I do, actually. I've been having a devil of a time finding a suitable band that doesn't want a fortune to play."

" Well, maybe I can help you out there. My cousin has a band, and well… things are a little slow right now. I'm pretty sure I can get them for your party."

" Really? That would be … wait a minute. Are they any good? " Sheila is a little wary." Have they had any experience?"

" Oh, yes ma'am. They play at the Bronze all the time. They're regulars there. And they do other places, too…"

" The Bronze? That little club over on the other side of town? Where the kids hang out?" Sheila goes into grill mode, " they don't encourage bad behavior with their music and stuff, do they?"

"No ma'am. Not at all."

" They don't play any of that crazy hop hip rap attack stuff do they? They're not like, weird are they?"

Faith hesitates for the briefest second, thinking about Veruca. How do I explain old stripey? " No, not weird ma'am… and they're pretty much rock and roll… nothing weird." Faith puts in the clincher. " I know Willow likes them. We were at the Bronze one night when they were playing, and she said she did."

" Yes, well… I love my Willow, she's a good daughter… but kids… sometimes their taste in music is a little suspect…" Sheila cocks her head to the side," … but if she really likes them… well, that would be a plus… " She looks at Faith. " So, how much does this band of your cousin want to perform? It'd be like maybe a couple of hours…"

" His rate is really reasonable, " Faith begins, not sure what would be a good price. Damn… I wish Oz were here.

" Well… I really couldn't go more than say… 600 dollars." Sheila looks at her intently.

Faith puts on a serious face, acting like she's really thinking it over. Inside she's doing cartwheels. 600 bucks? Oz'll be in heaven! "Well… that's on the low side… but, you know what? Willow's a friend of mine. I'm pretty sure I could convince my cousin to play for that amount."

Sheila smiles, figuring she's just gotten a good deal.

" Well, ok , then, Faith is it? You're cousin's got the … ummm… gig, is that what you kids call it?"

" Yes, ma'am" Faith smiles, starting to back out of the room, " I'll have my cousin call you, to set all the details. Is that ok?"

" That'll be fine, Faith, " Sheila smiles at her, " thank you, you've been a life saver. Willow will be very happy to have a band at her party."

" You're welcome, ma'am" Faith says, backing towards the foyer. Oz is gonna shit! 600 bucks? Man, he's gonna be dancin' on the ceiling when I tell him. Whoo hoo, I'm good, man, I'm good. Faith is on her own little cloud, she's so happy to have gotten this gig. She knows this'll please Oz, and maybe even Veruca won't be so bitchy about her being there when she brings in a paying gig. Not paying attention, she turns and starts to rush out… and runs into Willow, who's just gotten home.

" OOOFFF" Willow whooshes out when Faith hits her square on. She falls over, landing on her back, her legs splayed out. Faith, losing her balance, falls right on her, between her legs.

" Hey, be careful!" Willow complains, then sees who it is. She grins. " Well, hello there. Didn't expect to see you here!"

" Oh crap… Red. Sorry, didn't see you. Just dropping off a package for your mom…"

The proximity of Willow, and the remembrance of the hot kiss they shared at school, and the fact that Faith is very aware of Willow's body under her, sets off an immediate reaction in her. She feels herself growing rather hard… and it's pressing right against Willow's sex. She feels a warm flush creep up her neck. Oh, man. This isn't… ok, it's good, but it's so not right… she starts to push up off of Willow, but suddenly she feels Willow wrap her arms and legs around her.

" Uh-uh. No way, sweetie. Don't know if you're feeling it, " Willow says, her voice a bit low and seductive, " but I'm liking what I'm feeling." Willow starts to get aggressive, rubbing her warm damp sex against Faith's burgeoning penis. Her hands start running over Faith's back, and she puts her lips to Faith's neck.

" Uhhh… uhhh… Red…ummm… Willow, honey… not sure you wanna be doing this…or that…" Faith finds her breathing getting rather hoarse and ragged" Or especially… that!" Faith sighs… God, what the hell is she doing to me? God…whatever… don't stop! Faith finds herself moving against Willow, her hips starting to thrust.

" Mmmm… I'm thinking I'm wanting to do this very much" Willow breathes heavily, getting very excited. The feel of Faith on her, the smell of her arousal, the warmth is all putting Willow into a very soft and warm mood. She runs her tongue along Faith's neck.

" Oh god…." Faith feels the shiver go down her back to her toes.

" Willow? Honey? Is that you? Are you home?" Sheila Rosenberg calls from the other room. Immediately, the mood is broken, and the two girls are scrambling to get back on their feet. They just make it as Sheila Rosenberg enters the foyer. Faith, very aware of her heightened conditions, slips her clipboard down to hide her obvious excitement.

" Oh, there you are, sweetheart. Faith? Are you still here?" Sheila Rosenberg looks surprised. " I thought you'd be gone by now."

" Sorry, ma'am. Just stopped to chat with Willow. On my way now!" Faith smiles, embarrassed. She starts to move towards the doorway.

" Faith, wait!" Sheila Rosenberg commands. Faith feels her heart sink. Oh god, did she see us? Did she figure something's going on? Shit!

Sheila comes over to Faith, and hands her money. Faith looks at her, confused.

" A tip, Faith. Thanks for all your help. Meant to give that to you , glad I caught you!"

" Er … thank you, ma'am. Really, it was nothing." Faith grins, still feeling herself over-stimulated, trying hard to keep hidden her rather embarrassing bulge.

" You really saved my life. I know Willow would've been upset if I hadn't gotten a band"

" Well, thank you again, Mrs. Rosenberg. Thank you, " Faith smiles, and uses that as an excuse to slip out the door. As she's leaving, she hears Sheila saying to Willow. " Good news, honey, I found a band for your party…"

Faith, feeling sweaty, more than a little horny, and glad to escape without getting caught, decides to walk her bike until she cools down a bit