Disclaimer: Same stuff as before, look at chapter one….

A/N - Hopefully this turns out okay…..if not please tell me. Enjoy! Also updates will be slow after this Thursday, I start my second semester in Graphic Design...

Chapter Three: Second Chances
Part 2

Cobra's Hidden Base
-Gobi Dessert-

'Duke' ran out of the lab, the smell of sterile anesthetics slowly leaving his nose. He still wasn't sure about this whole 'plan' they had, or why he had to dress up as a Joe. But then again the pay was good and 'Scarlett's' boss was not one he wished to cross. Though they could just as easily have put a bullet in the Commanders head, he supposed blowing the place to smithereens was good too. It'll make for one heck of a light show. he thought, as he and 'Scarlett' ran through the hallways, past piles of Cobra's dead troops. He couldn't help but wonder though, who was her boss? The guy would have to have loads of cash for this kind of operation. Especially since the man brought in not only his own personal army, but also had him working on this little project as well. Of course, Zartan never really liked Cobra Commander and eventually someone offered him more money then he could refuse. He had already received half the money for agreeing to masquerade as Duke, and was promised a greater reward for completing the job afterwards. He still had no idea why this organization wanted the Snake dead, but he was a mercenary first and foremost… He followed whoever had the largest amount of cash. In his line of business you didn't ask questions, if you did, well it wasn't very pleasant. A few minutes later, after navigating through several corridors they arrived at the exit. Zartan was relieved when they made it out, he could finally wash out the blond hair dye once they got to the extraction point. The canyon was just ahead of them, they had at least twenty minutes before the place blew. By now they were miles away from the blast zone, none of them wanted to stick around for the U.S government show up. He scanned the landscape, sand, rocks, crevices and more sand but no soldier boys in sight.

"Hey! Scarlett where's your team, we need to get out of here!" he yelled at the woman. The redhead never did give him her real name, she just told him to call her Scarlett. He knew she wasn't the real Scarlett, the real one was in Las Vegas on an undercover mission or something. She glanced in his direction, a slight frown crossing her features.

"Their here, Mr. Zartan. Look to your right." For a moment he was confused, he hadn't seen anything to his left or right. But as she said that he caught a glimpse of moving tan colored camouflage, the brown markings adding to their concealment and the distinctive circle like insignia. 'Scarlett's' group was here.

Well, it's about time! he thought in irritation. He was a little surprised too, how did he not see them until now? Even with camo he should have seen them, his ocular implants could spot a white wolf in a raging blizzard. So, either his implants were malfunctioning, or the soldiers had some kind of cloaking ability. There were about ninety men in all, the soldiers had been used to clear a path through Cobra's troops to the Lab. The idea (from what he could tell) was to frame Duke and Scarlett, make it look like they'd gone rouge. Leading a bunch of Ex-Special forces to Cobra's hideout, storming the place and finally killing the most wanted man in history. Sure, Its not what the real Duke and Scarlett would have done, but the government wouldn't think that. Mounds of evidence, even if it was fake could still be convincing. Especially if several higher ups had been bribed to, unanimously declare the Joe's as having gone AWOL. Plus, the big wigs in Congress wanted the Commander to stand trial. Zartan was still surprised that 'Scarlett's' team had actually succeeded, but if they had that new Sidewinder Tech, he could see how. Cobra's men were good, but even they couldn't overcome relatively secret, expensive and new technology. He was just about to walk over to them when he felt a sharp pain in the side of his neck. Electricity racked his body, as he fell mutely to the ground, sand rushing into his open mouth. Dazed and unable to move, Zartan lifted his eyes to see the redhead holding a taser in her hand. A smile on her face as she turned to an approaching soldier.

"Tell Markus Cobra Commander wont be a problem, anymore. We can continue unhindered now" The soldier saluted, then looked down at him. Red eyes narrowing, hidden under thick shadows. The soldiers death mask reflecting his own look back at him. ...Absolute shock.

"What should we do with him, Ma'am?" the gravely voice asked in slight disgust. The mans gun trained on the unmoving 'Master Of Disguise'. She glanced at Zartan with a vicious smile, as an idea came seemed to come to her.

"Our Order needs to be kept secret for now. We can't have lose ends… get any information he may have on Destro, or Baroness. By any means necessary. Then kill him." the woman ordered, before walking out of his line of sight. The soldier bowed in respect to his superior officer. It was the last thing he saw, as another uniformed man walked in front of him. A ruthless kick to his head brought unconsciousness. Hours later Zartan found himself in a well lit, clean and sterile holding cell. A room practically washed in white. Wondering not for the first time, how he was going to escape…

-

Sunnydale California, Halloween- 2008
8:04pm

Consciousness returned to him slowly the blackness receding an inch every second. At first he thought the experiment a success, after all surviving a bomb was a great triumph! The Commander felt rejuvenated, strong, healthy and ready to take on the world again. All the signs of a successful procedure, but as he waited for his other senses to catch up, he realized several things were off. First of all, he was in his outfit, his FULL outfit. Logically speaking his clothes should have melted off during the explosion. If anything he should be stark naked, surrounded by debris, bone chillingly cold and screaming his utter hatred for the Joes' toward the heavens. However, the 'off' feeling he had prevented the rage and ….he wasn't surrounded by broken scraps. Really the only thing that should have survived besides his body, was his mask. The silver helmet was made out of solid Anemite acting like a one way mirror. He knew he hadn't been out for long, his mask included an internal biometric HUD. It displayed his heart rate, blood pressure, organ health, current time and position on the Earth. Apparently he was in, California? He blinked once, twice three times… "Why am I in California?!" He shouted, his anger boiling over at having found himself somewhere unexpected. His anger quickly gave way to confusion however, as he contemplated not being naked, or in a smoking crater the size of Manhattan. Not that he wasn't grateful for the modesty, but still. The second thing he noticed was his lungs, they were completely healed. That shouldn't be possible, the nanites flowing in his blood could only heal recently damaged tissue… or cellular aging. His lungs had been severally burned fifteen years ago, courtesy of one Markus Sarrison. Uhg, just the thought of that upstart made him want to gag. He found himself grateful for the healthy lungs…but deeply puzzled by it. The third thing he noticed was the screaming, not just one or two people, but thousands. A few of them didn't even sound human, which caused his brow to furrow underneath the helmet. The darkness now completely gone from his eyes, he sat up taking in his surroundings. He was on a porch of a small suburban house, (made mostly of wood and rock) in what appeared to be a small Midwest town. What he saw on the streets baffled him, monsters of all imaginings rampaged in angry fury, creatures from fairy tales ran amuck and ….was that Superman? From what he could see, the Man of Steel was fighting hordes of little red skinned demons. Idly, he noticed that Superman had sun bleached hair and was slightly, fat. Eric had been an avid comic fan in his youth and knew of every incarnation of the superhero, but he couldn't think of any that had gold hair.

"Fascinating." he breathed out in awe, while looking at the unfolding destruction 'Superman' carved into the streets. The sun kissed Kryptonian was like a battering ram, smashing the little demons as they tried to bite him. The alien grabbing one by its foot, throwing the creature into a nearby tree. Superman kicked and punched at several more, after which the rest of the reddish green horde fled. The Commander began to wonder if he was dreaming, a quick pinch to his arm told him he was wide awake though. Which meant, he would need to leave the area immediately, he knew he couldn't stand up to Superman. Nor did he want to.

He found the sight of this clearly real Kryptonian quite intriguing, but it gave him an idea. He had read enough Science fiction to know about alternate universes, so he figured that's where he was. Somehow he had been pulled into another universe, or something similar. Now he just needed to find a native of this place, learn all he could and bide his time until the chaos died down. Glancing around, he began searching for locals in between the roaming hordes of monsters. Obviously the Kryptonian wasn't a native of this town, given that some of the normal looking people either ran, or fainted at the sight of him. Thankfully one of the weak imbeciles landed in front of him, just a few paces to his left. all he had to do was walk over, stretch out his hand and he would know exactly were he was. Strangely, the young boy was wearing a bee costume, a decidedly ugly homemade one. Well, draining knowledge from a twelve year old wouldn't have been his first choice, but it would have to do. A smile worked its way across his lips, his boots squelched against the soft grass with each step. As the Commander made way to grab the boys head in his gauntlet, a fearsome snarl broke his motion halfway. He looked up from the boys body, standing in front of him was a large wolf like creature. The 'wolf' easily towered over him, it was eight feet tall and he, was only six foot five. despite this deference in height, he didn't back down. The Commander relished the idea of killing this animal, this abomination that dared to stand up to him. Its maw opened displaying a set of sharp angular teeth. It howled, beady black eyes locked onto his silvery visage. The two opponents readied themselves, muscles coiling in anticipation. The grey beast moved first by lunging at him, intent to kill the competition for it's newest meal. The creature never had a chance to even slash at him, as the Commander stood up and punched it in the throat. Whizzing, the wild animal stepped back coughing up spittle and warm air. He moved in closer, crossing the distance in a second, gripped it by the ear and swung his left fist at its snout. The balled up gauntlet slammed into the creatures mussel, breaking the bone with an audible crunch. He let the unconscious thing drop from his right hand, only after he violently snapped its neck. He turned his attention back to the boy, the pitiful creature that decided to attack him, having been forgotten. He squatted down to the boys body, reaching out and holding the child's head in his hand. Jabbing the gauntlets tips into the child's forehead, Eric clinched his teeth, ready for the flood of information to come rushing in. He sifted through them, thousands upon thousands of memories in less then a second.

The first was of the child trick or treating with an older boy (a brother, perhaps?), then some kind of wave of energy that swept through the town. moments later… everyone around him transformed into their costumes. That first memory was fascinating, but soon he found what he was looking for... among other things. Apparently he was in Sunnydale, California… it was October thirty-first and the year was 2008. The gauntlet tips retracted from the child's forehead as he collected his thoughts, sorting out the extra memories. Blood now freely flowing from the wounds on the boys forehead. The Commander sat there contemplating the new information.

So not only am I in another universe, but I'm stuck in the past as well. he thought with ridged annoyance. Still, none of the information he got from the boy told him precisely what was going on, like who had brought these monsters here? Or who had brought HIM here? At least now he had an answer for his arrival, magic from what he could tell was the most likely reason. So far, it was the only reason that made sense. On a depressing note he realized this wasn't his body, only his consciousness had been transferred to this place. How long this takeover would last he didn't know, what would happen to his conciseness if his body was gone? The nanites were a test, but they had not been able to prove if they worked or not. The only thing that he was certain about, was that he would fight till the apocalypse for his continued survival. Looking to the boy, he wondered why the child had not transformed like the others, but he could think about that later. He stepped away from the child, trying to figure out his next move. He couldn't stay in this spot for vary long, other beasts would come for the wolf, smelling its blood or the boys… The Commander decided to walk in the direction of a nearby sidewalk, from there he could make his way to the High school. He had learned from the boys mind about the schools library, the numerous historical books would be vary beneficial. Those who don't learn from history were, after all doomed to repeat it. However there was something else that drew him there, in the boy's memories he had glimpsed something remarkable within the library. Something the child had overlooked, or quite possibly just ignored. The memory was a year or two old, but that didn't matter to the Commander. What he had seen in the memory did. Numerous books on magic, real magic, not the junk produced by Hollywood or the money grabbing salesmen. The boy had seen an entire section on the stuff, books about Demonology, Spell rituals, Potions, The History of the Hellmouth and most interestingly something titled (The Slayer). Hopefully, there was something in there that could prolong his stay here indefinitely. He began to wonder though, since magic was real here, why did all the normal people seem so surprised by tonight's events? The answer, someone was hiding it from them and not vary well either, they had an entire shelf with information about it. Perhaps a spell was cast to make the residents ignorant? It made some since and if magic existed here, who's to say it couldn't do that. Well whoever it was, they would want to cover up tonight's activities either by killing the people like him, or banishing them back to where they came from. Neither outcome favored him, so both would have to be avoided at all costs. The Commander needed the knowledge this group had, yet he would have to be careful not to alert them. Of course it was nine o-clock, so the high school would be empty…..

Occasionally he heard a roar, a shriek of pain or a cry for help but that hardly bothered him. If anything it gave him more determination, as he got closer to the school. Now a few houses away from his destination, he caught a glimpse of something white under a streetlight. Curious, he investigated the white sheet, dropping to a crouching position to get a better look. It was human shaped, resembling the figure of a young girl. The Commander lifted the sheet, now recognizing it as a crud ghost costume with the word BOO! on it. A redheaded girl lay underneath, dressed in light green overalls, white shoes and from the read out on his HUD, she had died seven minutes ago. Apparently the girl had suffocated to death, odd that there were no signs of a struggle. Then again, he really didn't care how she died or why, he wasn't a doctor nor was he a mortician. She was useless to him, if she had fainted he could have possibly retrieved more information. As it was the body was a waste. Standing up to continue to the school, the Commander strode silently in the cool night. He didn't even look back at the body, instead he took notice of his sword. It was strapped to the wrong side, he favored his right hand when using the blade. Therefore, the scabbard should be on his left hip. He filed the inconvenience away in his mind, as a leftover from his host. After re-adjusting his sword, Cobra Commander stepped up to the schools parking lot. He was intent to learn more about this new world, it would be HIS, and if he couldn't have it….well, he wasn't above the idea of total extinction.

-

Sunnydale High School Library
9:34pm

Rupert Giles sighed in contentment while sipping his hot tea as he sat in his office chair enjoying the quite night. He was reading a copy of The Valley of Fear by Sir Arthur Doyle. He loved reading the Sherlock Holmes series, but ever since moving to the Hellmouth (and America) Giles hadn't had much time to himself. In these rare instances, he found sitting down with a good book very enjoyable. He had just finished cataloging the newer books into the library so he was determined to spend this time catching up on an old favorite of his. He set his tea back down on the wooden desk, carefully pushing it back so that he wouldn't spill the steaming liquid. Turning back to his book, Giles finished reading the chapter he was on. He was just about to turn the next page when he heard a frantic voice scream out his name.

"GILES!"

He looked up just in time to see Willow…. walking through the wall?! He jumped, startled by the unexpected (and slightly nerve racking) sight. Sadly his cup of tea spilled over when he jumped, since he unconsciously moved his left hand too far to the side. The hot liquid rushed toward him, cascading over the desk's side and into his lap. Needless to say, it was a painful experience. Giles winced at the searing pain in his lower leg, just barely biting back a scream. Instead he hissed violently through his teeth. He looked back to Willow, the girl's face displaying an apologetic look.

"Sorry" she mumbled, as he stood to pick the cup up from the floor. He put it back on the desk, grabbing a few tissues to wipe up the mess. He noticed she was wearing light green overalls.

"It's fine, Willow. Now, how are you able to …" he stopped mid-sentence, noticing his book on the desk was drenched in tea. He scowled, realizing that he wouldn't be able to finish it. The tea had seeped into the cover, pretty much ruining the expensive book. The words on the pages had run together, creating a splotched mess of wet old ink. He sighed dejectedly, it was his only copy of the original. He looked back to Willow, waiting for the girl to explain what was going on. She began by telling him that everyone had transformed into the character their costumes represented, her search for Xander, finding Cordelia and Angel in a park and then coming here to find him. After she finished rambling, he asked her where Buffy was.

"She went to some party at the Art Gallery with her mom, she dressed up as a 17th century noblewoman." Giles saw her eyes widen in panic after she said that. He held up his hands to calm her worried look. She looked like she was going to hyperventilate, although since she was a ghost, he was unsure how that could happen.

"Ah yes, the Renaissance Dinner… yes, I heard about that in the paper a week ago. Buffy should be fine there, all the guests dressed in attire from the 16th - 18th eras." Though he suspected they'd be a bit confused, if not terrified. But the gallery had hundreds of guards stationed outside, all of which were very well-trained. He remembered reading something about the head executive coming to the party. Willow sighed, relief flooded her face as she saw that he was not worried.

"Now, you mentioned that Cordelia didn't transform. Correct?" At this she nodded, telling him that the other girl got her cat costume at Party Town. "Right, and where did you, Xander and Buffy get yours?"

"At this new place, called Ethan's Costume…" He cut the girl off immediately, an angry look crossing his face. His blood freezing from painful memories, things he thought he'd buried years ago. Giles had hoped that his old 'friend' would've had the sense to stay away. Apparently not. Ethan Ryan was trouble, the man had dabbled in Chaos magic, eventually coming to worship the craft itself along with its patron. The man was practically mental now, undoubtedly having spent years under Chaos' corrupting influence. He quickly dismissed himself, telling Willow to find Xander and that he would deal with problem.

As they both left the office, neither of them noticed the dark figure coming from behind a book case in the library. Strolling to a specific section of books, he chuckled to himself, a raspy noise that would give grown men chills. His helmet and sword glinting eerily in the now dimming lights…