School kept me on the go Joyce. Money was tight what with Books, materials and rent on the loft after Angel left for LA. Plus, Giles as a watcher was nothing compared to Professor Rupert Giles. His promised basket weaving class, Ancient Myths and Legends 101, proved to be a rigorous history class and although showing up breathing was enough for the other students in his class. Professor G-man set the bar slightly higher for Team Scooby. Small wonder we did not notice the many forces that would be at our throats for the rest of the year. Buffy was under just as much pressure as me. With Spider-man sharing the load, I thought things would get easier between Buffy and me. Instead, it seemed that the only time I saw the girls was when Slayage brought Spider-man into the fray. The most time I spent with Buffy was when she started showing up at the on-campus Pub where I had a job bartending. After Buffy burned it down following the whole Beer Bad incident …oh yeah, as I recall we cleaned up the story that we told you. Well it all started with…


It was frosh week, and the UC Sunnydale campus was a hotbed of lunatic activity. Most ot he sober and responsible students knew that the last place they wanted to be was on the quad. Tara McClay was not "most students". Although she was starting to re-consider her Let's-Get-A-Jump-On-The-Reading-List brainstorm.

The guys chasing her were obviously drunk and in the morning would remember little of the awful things that had yelled when she went past them.

The brutish jocks were herding her in the opposite direction to her dormitory. She hoped to lose them and then circle back to Stevenson Hall, it never came to that.

A darkly colored blur swept past her She fell to the ground and when she looked back the guys were suspended several feet above the ground and her pursuers were shouting in drunken rage. Standing partly in shadow was a man in dark costume…Spider-man.

"Hopefully you will be on the way to being sober by the time campus security shows up to arrest you losers." He sighed as though this was a scene he had repeated a few too many times tonight.

Tara had heard the stories and frankly thought that they were just that … stories. No way could such things actually exist. Yet here he was regarding her with head cocked to the side like he was waiting for something. That was when Tara realized her mouth was hanging open.

"Are we working on a scream… " Spidey asked urbanely "a comment a question, a lecture about my misguided assumption that a woman being chased through the night needs to be rescued by a man."

"Wow?" Tara finally said

"Well in light of the night you have had that's probably the best we can hope for. These guys are under-wraps for a while. Think you can find your way back to your dorm from here?"

Tara nodded

"Well then I'm on my way, get home safe ma'am." He jumped into the air and disappeared in to the night.

"That was unreal." Tara whistled to herself, a guy just rescuing people while running around in a spider costume. She had heard the rumours but Sunnydale was weirder by far even then that. Good, maybe she would fit in here after all.

She left the guys hanging suspended from the tree and headed home. At least she had something to ask about at her first Wicca Group meeting tomorrow.


"Xander" The bar owner called as he slipped out of the storeroom.

"Yeah, Boss?"

"Where the hell did you disappear to?"

"Pego-Pego "

"Very funny smart guy, if I was paying you to be funny I'd want my money back. A half an hour break does not mean forty five minutes "

"Whereas a pint of beer does mean a glass of water with some keg foam added for taste."

"Smart ass, just start serving, and don't be late again."

Xander smiled. Every bartender everywhere seemed to live in fear that people would discover that bars usually found creative ways of stretching resources. Still, even with the watered down brew, the drinkers on campus were a rough crowd. He was glad he had decided to follow those bozos after they had left the pub. Xander was well experienced with the antisocial after affects of drinking. Still, The UCS Pub had more then its share of drunken violent jerks. "No wonder the owner was so glad to hear that I rarely ever drink" he muttered to himself. He began serving more customers. Many of them asking for the House Brew.


Maggie Walsh looked at young Lisa Moore, a bright girl with big things in her future the girl smiled nodded after as the students filed out of Walsh's psychology class

"And your sure about this? "

Lisa nodded, "confirmed sighting, I checked with campus security it was a hour before they got the guys down from the tree the substance is described as feeling like silk but being stronger then steel

"Did you talk to anyone else in this gathering "

Lisa nodded "They all have stories, some are second and third hand accounts and some sound like tabloid fodder but it seems this Spider-man really gets around. "

Walsh turned to a handsome teaching assistant, he served as her right hand man. His name was Riley Finn "What do you think" she asked

"He moves fast, leave little to trace him. Even a cursory examination of incidence reports doesn't tell us much. I cant even guess-timate where his hangs his webs. "

"Great," Walsh snarled "First this Vampire Slayer that no one can find a trace of. Now our human spider-slash-vigilante playing Hide & Seek. This town really likes to keep its secrets. Did this girl seem to bond with anyone."

"Not as such, although I think she might have been impressed with a girl who spoke up in the meeting. Her name is Rosenberg, Willow Rosenberg, I'm not sure but I think she might actually …know things."

"Why do I know that name "

"She's in your afternoon class which reminds me you have better get ready for them

Good work Lisa, let me know if anything else comes up. "

Lisa nodded and left for her next class. Walsh watched her leave and then turned back to Finn. "Finn do you know what's so nice about self-styled vigilantes."

"Their highly predictable patterns of behavior "

"No wonder you are at the head of the class "

"You have to understand Spider-man doesn't exactly pose for pictures. Well from most people. "

"What do you mean?" "

"Apparently, Spider-man occasionally allows himself to be photographed by a freelancer. Some townie student named Xander Harris. "

"Who is he?"

"A student lives off campus but supports himself by working at the pub on campus. I'm trying to find some leverage. "

"Well does he go to school? "

"Outside of his artistic pursuits, His high school career was … unspectacular "

"Great," Walsh sighed "an underachiever, I love those "

"He somehow affords school and a place off campus but just barely. "

"Think he's smart enough to fill out a grant application. "

Riley smiled "I think he can handle it. "

"I'll talk to some people I know, As long as they don't know their allocation is supporting some artsy type I should be able to get some additional funds. In fact, I'll make the call right now. " She headed to the door.

"What about your next class " Riley asked

"Finn, you are a teaching assistant, so assist. "

Finn smiled weakly, a moment or two later students began filing into the lecture hall. He caught sight of Willow Rosenberg accompanied as always by the cute Blonde he had been chatting with the last few days. They were arguing intensely, Buffy, it seemed, was of the opinion she was living with the roommate from hell. Finn sighed, "If only you knew how true that might be." he thought jokingly to himself

Getting her attention, he walked over to their desks smiling as he came. "Hey Buffy, how are you guys doing today." Buffy smiled at him prettily and his heart skipped a beat. "Listen, I was talking to Professor Walsh, she told me about some new fine arts scholarship that's being set up. I was thinking about what you said, you know about your friend and some of his money problems…"


The grant was a real stress breaker Joyce, RENT was no longer a problem and school was less of a drain on my bottom line. Things were going smoothly for Xander Harris. So of course Spider-man's life started getting really complicated.


Spider-man was an hour deep into his nightly patrol. The two nights on/ two nights off arrangement between him and Buffy meant that she had more study time since Spider-man was capable of dealing with most threats.

He landed on a roof over-looking a dark street. Looking down he saw a jogger in full burn, racing down the block. This reminded him he had not seen Cassie in class. He wondered what that meant, then he wondered what it meant that he cared. Then he stopped wondering since such thoughts lead to badness, then he nixed the stoppage since that betrayed a whole host of things he didn't want to speculate on.

It took him a second to realize the jogger was not jogging. She was running. She was running from a demon, seven-foot tall, strong, but not too fast, either physically or mentally.

Spider-man yodeled since that shocked the hell out of most people … and demons. He dropped onto the bad guy's head. Bouncing out of his reach he fired webs at its feet and yanked hard tripping the thing up. Looking around he tied his web-line to a lamppost and hauled the thing into the air so that it was wriggling upside down like a fish.

He wagged a finger at the struggling beast. "Running and Screaming is a sign the date isn't going well."

He turned to the woman "are you Ok, no broken bones scraps or lingering trauma that will be worked out on some innocent bystander?"

"You moved so fast" The amazement heavy in her voice.

"Some women take that as a compliment." Spidey fired a web-line into the air. "I should run you back to your place."

"Aren't you going to call the police. He seems dangerous."

"He seems dangerous but really, he just needs some space. His species is in heat and the bright colour of your jogging top is considered an attractant. He would have turned you loose as soon as he got a good whiff of you. Of course, you'd have been terrorized in the process hence my timely intervention. "

He scooped her up and web-slung her to a building a few blocks south. He dropped her off and headed toward Giles place. Ugh, he thought, lover-boy had gotten his I'm-In-the-Mood-Musk all over his outfit. Well since Giles was all in on the secrets, he would not mind giving up his washer/dryer for a bit. A plan that seemed to calm Spider-man's buzzing Spider-sense.


"Hostile 7 secured."

"Subject detained and entrapped Hostile 7 in about thirty seconds.

"Thirty seconds, it took us an hour and four guys to capture him the first time."

"What about the tracer.

"Planted as instructed"

"Control. "

"Signal is coming in strong and clear…no wait it just went off, danm it "

"Obviously, his sensory input detected the tracer tag.

"That variety is only detectable on the pheromone level only."

"Maybe he can smell really good, either way the trace is lost."

"Great any other good news."

"Strength and Speed are charting high…very high…this will not be an easy capture."

"Gentlemen, a High school student with a camera gets pictures of him all the time. Do not make me go back to Walsh with the news that she cannot count on a highly trained black ops team to do the same or better."

"Understood agent, Understood completely "


A few days later found Xander webslinging though town. " Late, I'm late for a very important date, no time to say hello goodbye" Xander hummed to himself as he threw his body through the air. Snagging a building face with his web he came up with and discarded a hundred excuses to give Cassie for why he was accidentally on purpose showing up late for the lunch he had promised her. He caught serious air and felt a buzz from his Spider-sense as he passed a construction site. "Danmit why is it always when I'm in a hurry, well this time, no banter, just save and go."


"OK are we set"

"It has to look accidental. The weight will drop Spider-man will show up and we capture him as he is doing the hero thing. "

"Crap, he's early, he's early, fire the squibs fire them now."

"Their fired, there is no way he can …My god "

"Control he just caught a thousand pound weight and secured it. "

"It didn't even drop, It was like he knew exactly where and when to be."

"That's impossible, that's beyond impossible."


Spider-man finished tying off the weight and leapt away. He had seen an old friend and figured a chat was in order. On the roof, watching the action, was The Black Widow.

"Well, well BW , fancy seeing you here."

"Why act surprised, you know I continue to observe you."

"And testing me as well, wanted to see if I'd rescue those construction guys"

"I had nothing to do with the accident. Besides, I already know you could handle that basic exercise."

"Look, I think its safe to say I'm pretty much over the hump of being warped by my powers."

"And the shock of your father being corrupted and transformed into the Green Goblin this too seems to have left you untouched." The mystic assassin replied archly

Xander startled. "How did you …never mind…If you know anything at all about me then you know that losing my old man is hardly the worst thing that could happen to me. "

"Much as I enjoy our reunion, aren't you at least curious why these incidents have been happening of late."

"What incidents, this is Sunnydale. The whole city is danger prone. Look this is really amusing but since you aren't killing me today I'm late for a lunch date and I really want to get off on the right foot with this one."

"Person or persons unknown are stalking you and the only thing on your mind is a romantic rendezvous."

"Hey people have wanted to kill me since before I was Spider-man. Wanting to be seen in public eating lunch with me? Not so much," He fired a web-line "Frankly I'm going to enjoy it while it lasts." He skipped off the roof and raced away.

The Black Widow followed the webslinger with her eyes and spied on the Black-Ops team that had been waiting below in ambush for him. " Never mind whether or not he's evil, sometimes I question his sanity." She muttered to herself before departing.


"So what happened with Buffy" Cassie was asking. She was asking about a third hand rumor taken from a girl who was currently dating a senior named Parker, a senior currently boasting that he had nailed the unreachable Buffy Summers. Buffy's humiliation was profound.

"I'm not supposed to discuss the matter, ever, on pain of death."

"Ouch " sighed Cassandra "that bad, I too know the pain of buyers remorse."

"Buyers remorse?"

"Bought a load of hooey, You're the only one for me…I've never felt this way about anyone…. God will bless you if you place yourself in my hands."

"Huh ? "

"Forget that last one I was just joking, anyway Are you going to kill Parker."

Xander had considered taking Parker on a scenic tour of the Sunnydale skyline but that seemed both extreme and petty. Buffy was a big girl and while visibly annoyed over the whole affair seemed to be dealing with it.

"Death is too good for him, unfortunately since the blazing sarcasm I would like to use would fly over his head I'm kind of stuck for a proper response."

"Well at a time like this, the only practical response is a good party. " The bubbly Cassandra smiled

"The girls are on the same page. There is a Halloween party, I was going to beg out. "

"Oh no you are not. I'm not partying with your friends and providing the incredible levels of support that a fellow sister will need without you there so that we can vent our rage and frustration with men."

"Oh wow, I feel so very…unlucky" Xander grumbled moodily


"So, feel weird in any way that you've become a Halloween costume option." Willow whispered to him a week later.

As they stood in the hallways of a frat house the first thing Xander noticed was that several guys and a surprising amount of girls had opted for variations on his Spider-man outfit.

"I doubt I look as good wearing mine." He whispered back eyeing one senior who had ripped the sleeves off the top to display his bulging biceps. "Still if weirdness erupts, how much trouble could a bunch of Spider-man clones really be?" Xander was dressed up as a spy, again pleading a desire to be ready in case costume craziness ensued.

The quietly giggling Willow had gone with Joan of Arc this time out "since they share a history of being burned at the stake and having a close relationship with God." Oz was wearing a sign on his chest that proclaimed him God.

Buffy had gone with a heavily modified Little Red Riding Hood outfit from her childhood days. "Mama wolves lock up your sons", Xander thought to himself as he beheld his friend.

Cassie had gone with a peasant girl look. She occasionally cast furtive glances at Willow; or to be more accurate, what Willow was wearing.

"What's with the thousand yard stare." Xander asked her

"Was this what she saw, why she was so sure that their attempts to erase her would fail." She whispered

"Who are you taking about"

"Nothing Xan, I 'm a bit of a history buff and the great ladies of history are many. Joan of Arc is…Was, a favorite topic of mine. "

The party started and aside from a brief glimpse of Parker that generated some angsty hand wringing on Buffy's part things were fine. Xander was jealous of the attention paid to the shadowy army guys who popped up at one point during the fun.

However, it being Sunnydale, the fun didn't last. A mystic force unleashed itself warping the house and setting people's deepest fears against them. Team Scooby separated with Xander going with Buffy. He was surprised that she gave in so readily to his desire to back her up these days. It was such a change from the bad old days when she barely noticed he was there.

"Of course, you weren't a super-powered hero then." He thought to himself. "The only reason things are different now is because Spider-man is around. Without that costume, she would barely see you at all."

As if in confirmation to that thought Buffy began calling for him as though she could not see him and wondered off looking for Xander who was screaming in her ear that he was standing right behind her.

A faint giggling distracted him for a second and during his moment of looking for its source Buffy vanished.

Xander searched through the house for Buffy. Cassie would be ok with Willow. He stopped as he felt a stirring in the air. Then his head exploded in pain, pain unlike anything he had ever known. He crouched and breathed trying to pull air into lungs that so wanted to shut themselves down.

In the midst of his pain he felt it, then heard it, giggling. Bad guy giggling, a shadow flitting around the room and a voice. A familiar voice.

"The itsy-bitsy Xander became a Spider-man. The darkness comes to claim him though he fights it all he can. But, one day he'll give up. The man will lose I fear. And on that day, Xander will die. " A raking blow hurled Xander up in the air." And CARNAGE will appear. "

Xander crashed down the stairs and into a wall that used to be a door. He pulled himself to his feet to see Venom. No, wait not Venom with his dark black costume. This one was red and blue and although he had razor sharp talons for hands and a mouth full of sharp pointed teeth as Venom did there was something eerily familiar in how the figure crouched laughing before him. The face was alive with menace. The mouth opened wide and then wider still and peeled away to reveal the face inside. It was Xander, or someone or something that looked like Xander. .

"What do you think, Not exactly top forty but the ending has a real kick to it." the thing called Carnage smiled

Xander shook his head defiantly "You are not real, you are not real."

"Uh,uh, see you are the fantasy," Carnage struck a pose. "The noble crusader, struggling to serve the public trust and uphold justice. You make me sick. When I finally claw my way out from the place inside of you that I hide in Ill make all of them pay. Buffy, Willow…"

Xander's angry cry cut him off and the fight was on.


Giles was dressed as a Mexican mariachi band singer complete with oversize hat and Poncho. He was escorting two Female teachers to a halloween party when a student ran screaming past him. dragging the boy to a stop he got him to explain that he had just escaped from a frat house party and that the place was going crazy.

His dates were inclined to think someone had spiked the punch, Giles' instincts knew better.

Leaving his dates to care for the boy, he rushed back to his place and retrieved a selection of weapons and a very large Chainsaw. The saw made short work of the recently sealed door of the frat house. if his life had taught Giles one thing, it was that whatever was going on, his young charge was right in the midst of it and would be needing his Watcher-ly counsel before the whole thing was resolved.


Willow and Cassie raced down the hallways after Oz. He had begun to change into his beast-form with no warning. Cassie seemed surprised that Willow was dating a werewolf but had obviously decided to file her shock under Things-To-Be-Dealt-With-Later.

Willow pulled up short and decided that chasing everyone down was impractical.

"What are you going to do then " Cassie asked

"A locator spell, and maybe something that will show us the real culprit behind all of this." Willow responded before dropping into a lotus pose and murmuring ancient words to herself.

Whatever her intent, it most certainly was not the army of angry buzzing lights that appeared and began to chase the poor girl down the hallway stinging her as she ran.

A werewolf changing without the moons influence, a witch with no control over her magic. In each case, the person's darkest anxieties had been turned against them. An elderly voice spoke harshly in Cassie's memories, "Control your fear girl or else it will control you." It made more sense now then ever it had before. The others, Buffy, even Xander might even now be confronting dark terrors conjured from their own imaginings, Cassandra Webb would be of little help. Fortunately others could be called who were of greater use then she, and it would take more then a simple magic binding spell to bar them entry to this House Of Horrors.


Buffy searched for Xander for a short while before assuming that he would be fine "after all, he is a super Hero now. " she whined mentally to herself " Doesn't need me anymore." her Father, Merrick, Angel, Parker, frankly it seemed the fastest way to get rid of men in her life was to express interest in them. Then they left, every one left her alone. She would always be alone.

Hearing cries of terror she dashed off bursting through a door to crash headlong into a darkened basement. Buffy, being who she was, was hardly surprised when the Dead began pulling themselves from the floors and stalking toward her. "We will always be here Buffy, all of us and more of us everyday we are waiting for you."


Giles burst though the wall and dragged his supplies after him, alright I'm inside, he thought, now what?" the wall he had just remodeled closed up as a deep voice laughed. A creature darted out of the shadows toward him. He lashed out a foot to kick the thing aside. Yanking a sword out of his pack, he slashed at the thing, which retreated into the shadows. "Well that was too easy." He muttered

A crash was his only warning as Xander's body came flying through the hallway a demonic creature that resembled Spider-man cam flying after him landing atop the boy to slash angrily at him Xander kicked the thing away. it came flying down the hallway toward Giles when he was jerked from its path. He spun to see his rescuer was an athletic woman apparently young, yet with eyes that hinted at great age, or pain. On her belt an hourglass insignia that he remembered Xander mentioning once before, she pulled the watcher behind her and slashed at the creature who danced away from her attacks.

"Why don't you finish up with me first Carnage." Xander roared.

"Cause you're boring me, if I string up the watcher's innards like tinsel maybe then you're start fighting like you got a pair."

Carnage slashed at Black Widow, who fought back with a short blade. She kicked out at the demon causing him to snarl painfully. "You are gonna beg me to kill you in the end."

Xander latched on to him with a web-line and dragged him around and around smashing him into walls and floors. then he rained punches on the demon in an dark frenzy before slamming him repeatedly into a wall until Carnage's demonic form went silent.

He stood looking at the thing panting tiredly. "I'm not like you, I never will be. I'm not like you and I never will be. "

A loud door crash announced Buffy's escape from the basement she was holding a leg in her hand and using it to beat at something that finally retreated enough for her to slam the door shut.

Willow joined them a few moments later and introductions were quick and to the point.

"Everyone, meet Black Widow; Black Widow meet everyone." Xander said brusquely

"Cool," Willow smiled nervously "What does she do?"

"I Kill corrupted magic users and avatars who misuse or intend to misuse their powers." Widow responded simply

"She has been the final solution on every Spider-man for a thousand years. If it wasn't for my Xander-ly ways I might already be the latest notch on her belt."

"I don't recall you mentioning she was back in town Xander." Buffy said pointedly

"I don't think she ever left town. Buffy," Xander responded just as pointedly "She helps me out from time to time and threatens me occasionally, as relationships go its actually one of my better ones."

The group eventually found their way to a marked out space in the house where they discovered the force behind the reality-warping spell was a fear demon. After accidentally calling forth the demon lord himself the group were confronted by a six inch high thing that looked like a toy action figure.

Xander's response was typically inappropriateWho's the little fear demon? Come on, who's the little fear demon?"

"Don't taunt the fear demon Xander. " Giles snapped wearily

"Why? Can he hurt me?" Xander asked quickly backing away

No, it's just... tacky."

Buffy ended the debate by crashing the demon under her heel. Xander immediately wanted to look for Cassandra but the Black Widow assured them that Cassie had fled the house the same way that Black Widow had entered it and would no doubt meet up with them later.

Outside the group headed back to Stevenson Hall. Buffy and Willow were rooming together now. And as Xander recalled That was where Cassandra was living as well. OZ made semi-polite apologies and fled the group. Willow looked upset but Later confessed to Xander that she understood. Having his control ripped away was something he talked about from time to time. Xander couldn't help but remember the chilling warning delivered by Felicia Hardy last year. The Beast would raise and rage, Oz would either deal with that inevitable truth or see his life ripped apart by the thing he thought he controlled.

"So, we were attacked by our fears. " Willis sighed as she watched Oz run off.

"Yes the demon needed to feed off our terror. " Giles was reading out of the book they had found.

Buffy was briefed on what she had missed out on during her tour of the basement "You are carrying around some real baggage Xan, I didn't know you were so worried about going nut-so with your powers."

"Well Yeah Carnage has been a fear of mine but not a big one. Guess it bothers me more then I thought." Funny thing was Xander hadn't been that concerned about Carnage until tonight. His greatest fear was that Buffy and Willow no longer cared about him. That he didn't exist outside of the tactical advantage Spider-man represented. Xander feared that his friends had come to care more about the Spider and less about the man.

Still, if Becoming Carnage wasn't his main fear, then whose fear was it. Who was living in such terror of Carnage emerging from within, conquering him, and consuming him; that their terror was brought to life by the fear demon's spell.


The Widow watched the slow homeward trip of the Scoobies. This had been a night of revelations Carnage made manifest and Xander had confronted him. Still, that was not the real Carnage, only a phantom created by the fear demon. Xander's ability to fight a phantom was not to be trusted.

She prepared to track Xander when a lone shadow streaked across her vision. A demon, looking for a quick bit of fun on the all souls eve. She diverted from following Xander. Black Widow was more of an Assassin then a champion, still she was loath to abandon anyone to being accosted by a roaming demon miscreant. Also, she was curious if Xander would detect the demon's presence and lend assistance as he usually did.

The demon swept toward a lone figure standing awaiting the danger. No doubt, more of the masked men from the hidden base she had already detected beneath the campus. Well the capture of another demon was not her concern. Still it might prove instructive. She watched as the demon came at the figure; who pulled a weapon from the depths of their coat.

A shot rang out and demon stopped in its tracks. The figure fired again the demon sank to its knees, a look of surprise and shock on its simian features. The dark figure put the barrel of the large gun to the demon's skull and fired a final time. The demon dropped to the ground.

"Humanity and Justice are served " the figure hissed before retreating into the shadows.

Black Widow nodded " and so The Scourge come at last to Sunnydale… this many co-incidences can only mean that someone conspires to make Sunnydale into a killing ground." She thudded gently to the ground and moved away leaving the demon corpse where it had fallen. The time had come to report her findings and perhaps be told that her wait and see stance concerning Spider-man was not longer an option.

It seems obvious now Joyce. You look back and you see all little things, the statements and clues that create the big picture you are seriously missing. My concerns about the campus home brew coming to a head as Buffy, still being upset about Parker, started drinking, Oz pushing away from Willow because of what he had felt inside of himself that night. Willow using the alone time to work with Dr Conners meaning she was front and center when things went out of control there. If we had only paid attention to the hints… but like I always say Mrs. S, "Xander luck always bad." And truth to tell screwing up my life was never enough for the fates they started messing with every single one of us. Especially Willow.