((I do not own the X-Men, Buffy, Charmed, Underworld, or Angel))

As they turned down the street in the Silver-blue rental car Willow had a strange sense that someone was watching them.

The car drove past pristine Victorian homes with well-manicured lawns, with large spaces between them. This was rather odd as almost every neighborhood in San Francisco had houses built so closely together that a cat could barely fit through the gaps. These must have been built shortly after one of the great earth-quakes as a reaction to the deadly fires which had spread from building to building so quickly that whole blocks were consumed before the fire-fighters had any chance of putting them out.

Kennedy put the car in park alongside the curb and the two women stepped out into the clear sky and blaring sun. They dawned their shades as a couple of men strode by hand in hand with a distinct lack of shirts.

"What would you think if we summered here once in a while." Asked Kennedy of her girlfriend. "There's something about this place that makes me feel... what's the word... comfortable?"

"I'll answer that when I get over the fact that you use 'Summer' as a verb." Said Willow sardonically.

They walked up the street past a few houses finally turning at a large grey-wooden manor with sloping lawns and marble railings. "Looks like the sisters are loaded." commented Willow.

"Maybe they summer." snided Kennedy.

Ascending the stone steps they approached a large wooden door, slightly ajar.

On the porch below them was a note that looked as though it had been stepped on. Willow picked it up and read "Thanks for looking in on our cat while we're in Marin, we'll be back tomorrow, help yourself to anything in the Kitchen but don't touch the spice-rack. - P"

"Spice rack?"

"Witches." answered Willow definitively.

"So I suppose they're not here, I guess it won't do much good to talk to whoever is watching their cat." Kennedy thought aloud.

"You mean that cat?" Willow pointed to a tan Siamese who was sitting on a nearby post. It's collar was made of pewter and had a trifecta symbol on it. The cat looked at Willow intently for a minute before jumping off the railing and disappearing into the flowers behind.

"Hey look at this!" whispered Kennedy. Willow looked down. On the door near the latch was a kind of claw mark, the metal bolt of the lock was sticking out and looked as though the end had been eaten through by something corrosive.

"Better not touch it." whispered Willow. "Maybe we should go in and see who's here."

Kennedy nodded and pulled a wooden stake out from the back of her belt.

They entered through the door cautiously, trying not to make a sound. There were more claw marks on the Walls, and what looked like a feint trail of saliva which led through the main hall and up the stairs.

Willow peaked into the kitchen, noting an open jar of peanut butter and a loaf of bread on the counter, the spice-rack was untouched.

Walking up the stairs, Kennedy carefully tested each step ahead of her to make sure it didn't creak. Willow, behind her, pulled an amulet on a chain around her neck out from under the front of her shirt and held it tightly.

The trail of saliva led to the top of the stairs then through a hall and up another flight, ending at a closed door. A strange sound was coming from inside, something between a rasping breath and a slobbering/munching sound.

Kennedy looked at will for a moment, they both nodded and Kennedy kicked the door sending it flying across an open attic room.

She lept inside with Willow on her heels, and the sight that met them confirmed their suspicions.

The attic room was large and had many boxes and chests. An overturned table lay at their end with what looked like a cauldron, candle holders and some herbs strewn across the floor beside it.

The other end of the Attic was far more interesting though. In front of a large window was a pedestal with a large closed and sealed, rather old looking book on it that read "The Book of Shadows" in elegant engraving on the cover.

In front of the book was a massive grotesque creature. It's body looked to be about 12 feet long, and it was bipedal, hunched over to fit in the attic space. It had leathery grey skin with shades of black and puke green running across it. It's eyes were dark and globe-like, set under large brows. It had what looked like could have been a tail and it was nude though it didn't look it as excessive folds of it's long leathery skin draped over it like a cloak.

A putrid smell eminated from the creature and it the noises they'd heard from the hall appeared to be the sound of it's breathing.

The creature turned toward them, it's arms which looked to be too long for it's body had apposable hands which ended in 12 inch long silvery claws. It's eyes narrowed maliciously.

Kennedy held her stake up ready to attack but willow held her back. "Wait." she pointed down, and below the creature was a young blond man in a grey shirt, soaked in what looked like his own blood. The man was entirely unconscious.

"You are going to die a lot!" yelled Kennedy as she lunged forward, bringing her stake down to strike.

The creature looked like it might have been smiling and made a sound that could have been a laugh but sounded so garbled and wheezy that it just as easily could have been a growl. It turned slightly and it's tail unravelled from beneath it, swinging outward it hit Kennedy hard in the stomach, flinging her against the wall.

The creatures tail pulled bak revealing it's edge of spikes now stained with blood.

Willow screamed her eyes darkened to so that the whites disappeared, resembling two pools of inky black liquid. Her hair and clothes flapped in a sudden wind. Darkness grew from the roots of her hair as though spreading through her whole body from within her deep black eyes.

"GET OUT!" commanded willow in a deep unnatural voice.

The creature seemed to be smiling again it lunged forward, it's body extending, fangs glistening in it's leering beak-like reptilian mouth.

It swept it's claws through the air toward Willow, it's arms extending, revealing a span that looked like it could reach from one end of the attic to the other if fully expanded.

But it never made contact.

Just as the claws would have touched flesh the creature turned instantaneously into a cloud of black vaporous smoke which dissipated into the air quickly leaving no trace of the horror it had once been.

Willow sped forward and bent over the man touching the back of her hand to the mans bloody neck for a moment before turning and running to Kenedy's side.

"Ken, are you alright?"

Kennedy looked up moaning and clutching her stomach.

"Sorry Will" She said through gritted teeth as she pulled herself up, leaning her weight on Willows shoulder. "I let him get under my guard..." she moaned again and Willow bent down to help her stand. "... Lucky thing you're the big hitter huh? He just smoke in the wind now?"

Willow shook her head. "No. I had no idea what I was dealing with, and if it came here ready to take on Witches I figured I shouldn't take any chances. It's still alive, probably."

"What did you do to it?" asked Kennedy finally sitting down on a nearby chair.

"Teleported. Far away was the most specific I could manage. Unless it can teleport,(and I kinda doubt it can or it wouldn't have burnt through the door), we should be safe for a while. Long enough to make a Houdini at the very least."

Kennedy nodded as Willow picked up some of the fallen herbs and and pressed them to her stomach whispering an incantation.

A soft green glow emanated from the place where Willows hand touched Kennedy's stomach and after about a minute Kennedy began breathing more steadily and stood up.

"What about him?" Kennedy asked nodding toward the man on the floor, though she knew the answer.

Willow just shook her head again.

"That thing was after the book I think." Said Willow. "I think it was trying to pry it open when we came in."

"Should we take it? For safe keeping?" Asked Kennedy.

"I think they'll assume we stole it. I dunno if I wanna piss off a coven of witches."

"Well we can't leave it here, it's obviously not safe." said Kennedy.

"We'll leave them a note then."

"Willow scrawled a note on a piece of paper which read "The book is safe.", turned back over the table and set the note sticking out beneath the cauldron."

"They headed downstairs, deciding to call the police anonymously from a pay phone as they didn't have time to deal with the murder investigation that would inevitably ensue, closed the front door and got in the car to head back toward the hotel.

Just as Willow was getting in the drivers side she had another strange sensation that she was being watched. She looked around quickly, and there in the window of the manor, for the briefest second, she thought she saw a very familiar figure.

A curvy woman with long sandy-blond hair and a kind yet sad look in her eyes.

But the next second, Tarah had vanished.