Summary: What happens when worlds collide? Willow's tampering with the Hellmouth combined with Dawn's own this-will-all-seem-normal-to-you magic leads to interesting results. Forces of great power and a smorgasbord of sources are meeting up in the Big Apple for an event of historic proportions. Can a tired and bitter Slayer find someone with whom she has something in common? Will a framed Peter Parker survive a manhunt of super-natural and extraterrestrial origin? Most importantly, how hard will the girls complicate their respective men's lives when they have the opportunity to pool ideas?

Sources and Disclaimer (Not Mine!): Spider-Man, the X-Men, the Hulk, etc. were all originally the sole property of Marvel but Columbia Pictures, 20th Century Fox, and Universal Pictures (in that order) produced the movies based on said characters. Buffy tVS and Smallville belong to WB. Any other characters that wonder on stage are probably not mine either.   L

Desperate, pitiful plea: This is my first big fanfic so I would really, really appreciate any feedback. Thanks to those who have already done so!!!  

Finally: On to the show!

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            "Leaving the X-Dorks was the smartest thing I've ever done in my life." John Allardyce thought cheerfully, the lid of the Zippo lighter in his hand snapping open and closed in time with the Led Zepplin song going through his head. "No more freaking rules. No more preaching about 'ethics' and using my powers for 'benefit of all mankind.' He snorted at the memories of his time in Xavier's School. "Now there is a good example of a group of self-righteous hypocrites. Hiding in a school while humans are attacking thousands of mutants all over the world. The only time they ever actually did something was when somebody showed up who actually had the balls to rock the boat. And the whole time claiming to be the good guys. What a load of crap. I can't believe how long I stayed there."

            John turned out of the lighted hallway and started to make his way across one of the underground caverns which ran under Magneto's little island getaway. The sound of his footsteps echoed eerily in the darkened space and made the hairs on the back of his neck stand up. John, codename Pyro, had seen too many horror movies containing scenes similar to this to not feel a little nervous. The enclosing darkness. The amplified sound of water slowly dripping off in some unseen-corner. And he was alone and, without any flames to manipulate, defenseless.

            Something moved in the shadows. It was a quite, almost inaudible sound but enough to make his heart start pounding.

            "No." Pyro commanded his itching fingers, stopping them from producing the badly desired flame. "I'm not going to fall for it again. I'm sick of her stupid mind games." In a gesture of defiance he snapped the lighter shut. "What do you want Mystique?"

            He didn't allow himself to relax, schooling his face into a study of indifference. Who knew what guise the shape-shifter would be wearing when she showed herself? She might appear like one of the soldiers who had attacked the mansion his last night there. Or she might look like one of his former teachers or classmates. She'd already proved that Freddy Krueger was within her capabilities. She could imiate anyone. Mystique might even come looking like Her again just to rile him.

            Another sound came, this time from the opposite side of the cavern from the first. He tried to keep his movements lazy as he turned to regard the source. "Did she really make that sound or did she throw something to make me look that way? Is she right behind me laughing at my stupidity?"

            Anger began to replace his former fear. "Aren't you too old to be playing hide and seek?" he mocked with an emphasis on 'old.' He'd found out the previous week that the seemingly young and sensuous woman had been alive during the second world war and he thought it a great joke. Even his grandma wasn't that old.

            Another sound, close and right behind him caused Pyro to whirl around. "Son of a-" he yelped, backpedaling before he could stop himself. The shape-shifter looked like something out of a monster movie. Her normally chrome yellow eyes were even creepier than normal and seemed to be glowing with demonic light. Her sarcastic grin had been replaced by a jagged set of fangs and her facial features had been warped by a heavy brow ridge.

            "Would you just knock it off!?" John demanded angrily. "It's not funny anymore."

            Mystique's smile only grew wider and she advanced closer in fluid, predatory movements.

            He steeled himself, hating the tremor in his chest. The same thing had happened when his older brother, Bill, had playfully threatened him with a knife when John was just a child. Both had known that Bill wouldn't really hurt him. But that hadn't made the sharp edge of the switchblade against his throat any less real or kept the fear from spiking into John's heart. But John had gotten his revenge in his own special way.

            He flicked the lighter open in memory.

            The shape-shifter hesitated, glancing uncertainly over his shoulder.

            "Yeah, right." He smirked. "Like I'm going to fall for that." "Draw?" he offered.

            The blow from behind sent his lighter skidding off into the darkness and sent pain spiking up from what felt like a dislocated shoulder.

            Pyro cradled his injured arm as he forced himself back to his feet from where he had fallen, a hiss of pain coming between his clenched teeth and his eyes blazing with fury. "That's it! I'm not taking any more of your…" he trailed off as a cascade of emotions swept across his face- Anger. Incomprehension. Understanding. And finally, fear.

            He swore softly under his breathe as he tried to back away from the advancing pairs of glowing eyes. "Not Mystique. Definitely not Mystique." He stumbled on the uneven terrain but didn't go down. The smiles of his stalkers grew.

            "How many?" he tried to calculate as he instinctively fell back on what he had learned in Cyclops' grueling lessons. "Three in front of me. More in the cavern? More above? Lighter is gone. No weapons. I'm out in the open, without any sort of cover, with a hurt arm."  The adrenaline flooding his system seemed to have slowed down time to an excruciating crawl. "Gotta get help or I am so screwed." Taking a deep breathe he began to scream at the top of his lungs. "Help! Magneto! Mystique! Help! Anybody!"

            A dark feeling filled him, like a heavy rock settling at the bottom of a deep well, when his opponents began to laugh. It was the scariest, most inhuman sound he had ever heard. And it came from all around him.

            "Congratulations, Pyro." a man said from the darkness. His voice was smooth and deep, well-educated, rich with a foreign accent, and without mercy. "You've just been drafted for the new team in town. Welcome to my 'Brotherhood'."

            John Allardyce had always hated the dark and cold. They both claimed him that night, silencing his scream of terror with ruthlessness efficiency.