A/N The costumes are the same, but I've never seen this done before.


As she stood on a street corner, waiting for her friend to show up, Willow couldn't believe that Snyder was forcing them to shepherd around a bunch of grade school kids. She had enough trouble dealing with kids her own age; she really didn't need to exercise her social skills on a bunch of sugar hyped rug rats. To make matters worse, Buffy seemed to be on another 'let's get Willow and Xander together' kick which usually resulted in Willow doing things she wasn't comfortable with and Xander being oblivious. All things considered, Willow wasn't looking forward to Halloween.

As she waited, Willow's thoughts drifted to her friend. So many things had changed in her life since Buffy Summers had shown up, and despite their friendship, Willow felt like most of the changes had been for the worse. After all, she was running into things on a weekly basis that would send most people straight to a mental ward, she'd had a boyfriend that turned out to be a homicidal, psychopathic demon robot, her nightmares (and those of everyone else in Sunnydale) had come true and Jesse was dead.

Willow knew that Xander was a little put out with her because she never talked about him or even mentioned his name any more; but the truth was that if Willow actually thought about what happened to Jesse, she probably wouldn't ever leave her room. So she did what she had to do to deal with life on the Hellmouth and a big part of that was preserving her friendship with Xander. She wasn't ready to risk what they were to each other on a possible romantic relationship; because Willow knew that the friendship would be dead if they tried for more and it blew up in their faces. Willow knew she could cope with a lot, but she really didn't know if she'd survive without Xander in her life. So as far as Willow was concerned Xander remained a safe Harlequin romance type of dream, like that dream she'd had where Xander was the pirate with the code of honor and she was the pampered Admiral's daughter and …… well let's just say there was lots of plundering and leave it at that; but a dream was all that Xander would be as far as Willow was concerned. Now all she had to do was convince Buffy to back off. Willow gave a little grimace, the slayer was used to having things her way so when someone or something stood in the way of what Buffy wanted, the girl tended to get a bit unreasonable. It would probably be best to just let Buffy do what she wanted and then cross her up at the last minute. Her grimace morphed into a genuine smile when Willow saw Buffy headed her way; she really did like her friend, it was jus that she could really be pushy at times.

"Hey Willow" Buffy said, looking around "are we waiting for Xander?"

"Nope, he said he wanted to poke around his basement and see if he could come up with a costume that way."

"Well, his loss then" Buffy said "so where do you want to go"?

"Well, I was thinking about Partytown but I just saw Cordelia and her flock head off that way so I figured we'd look at that new place, Ethan's. That way, even if there's nothing there Partytown will be skank free by the time we get there."

Buffy flashed her friend a smile "now that was a 'meow' if I ever heard one".


"You know you're gonna have to learn to deal with people like Cordelia sooner or later, right?"

"I know, but I'm thinking later is a much better option."

"OK, so where's this place anyway?"

"Just a couple of blocks" Willow replied and so the two friends headed off.


Xander wasn't sure what was in most of the boxes in his parent's basement. He knew that they'd been sent here after his grandfather on his mother's side had died. As he looked around his interest was drawn more and more to the old army footlocker rather than any of the cardboard containers. Cautiously he moved over to it and quickly jimmied the lock. 'Score' he thought as the first thing he was a set of army fatigues. He knew his grandpa had been in WWII and had been hoping for something like this. As he examined the shirt Xander became a bit confused, there were Captain's bars on the collar and the unit insignia said 2nd Rangers; his grandpa had been a private in the 101st Airborne. The crowning piece was that name, it was 'Miller' not 'Ryan'. Xander just sat there perplexed for a moment, then just shrugged, how it had gotten there didn't matter, the fact that could use it was all that was important right now. He looked through the footlocker and was overjoyed to see that all the web gear was there, including a pistol holster with a .45 automatic in it, boots and another set of fatigues. When Xander had pulled all this out, he found the crown jewel of the collection, a Thompson sub machine gun. Everything else was temporarily forgotten as he pulled the old gun out and examined it. There were a couple of patches of rust on the outside of the barrel but otherwise it looked to be in exquisite condition. Xander knew he'd have to hide it quick before Tony accidentally found it and traded the thing for a case of beer. Reluctantly he put both guns as well as most of the gear back in the footlocker, he'd use the Ranger fatigues and the gun belt then pick up a couple of toy guns for Halloween. He smiled to himself, he was still the 2 costume king.


John Miller looked around, trying to figure out just where the hell he was and what he was doing carrying this ungodly looking gun; if that's what it was. The last thing he remembered was losing what was left of his company trying to find that Ryan kid and then holding off what felt like half the German army while waiting for reinforcements. He looked around again, this sure as hell didn't look like Normandy to him, the houses looked all wrong for one thing and people were running around and yelling in what sounded like English. He was looking at the crazy gun(?) he was carrying when a hooker ran up to him "Xander".

"Listen honey, I have no idea what a 'Xander' is but I'm not one, now go back to your street corner and find another amour." His best guess right now was that he'd gone on leave and gotten so cataclysmically drunk that now he couldn't remember anything that had happened for a couple of months. He was looking around again, trying to find anything familiar when he noticed that in addition to people, there seemed to be monsters running around as well. Now some of these monsters were yelling in English, but most just seemed to be growling.

"Xander, cut it out; this isn't funny."

"Oh, so I'm Xander huh; well sorry to break it to you toots but my name is John. Now since you're convenient, could you please tell me what part of France I happen to be in?"

The hooker just stared at him for a second or two looking like a deer in the headlights "France, you're not in France; you're home in Sunnydale."

"Sunnydale huh, is that in Pennsylvania?"

"No, it's in California; you've lived here your whole life."

"No, I've lived my whole life in Pennsylvania until I joined the army, the last I knew I was in Normandy saving some guy that had lost all his brothers. Now you tell me I'm in California" further conversation was cut off when something that looked like a walking carpet screamed and charged at them. While he might be confused, there was nothing wrong with John's reflexes, he raised the piece of crap gun he was holding and let fly in whatever it was's general direction. Apparently whatever it was had a good sense of self preservation because it dove behind a hedge to escape the hail of gunfire and then went off looking for a meal that wasn't quite so much of a challenge. John turned back to the hooker "what the hell was that?"

"I don't know but we need to find Buffy?"

"What's a Buffy?"

"Not a what, Buffy is a who; she's our friend and she knows all about these things, or at least she knows how to kill them." She looked at him for a moment, her eyes accessing him "my name is Willow by the way and you're Xander Harris and we've been best friends since we were in kindergarten." It had been quite a shock when Willow had stood up and left her body behind. Dealing with Xander had been a distraction but now that she had taken some time Willow had finally figured out what was going on, somehow everyone had been turned into their Halloween costumes; that meant that Buffy was vulnerable.

The hooker didn't seem like she was much help but she was all John had at the moment "fine, well find this Buffy and then you can help me get back to my unit."

Willow was about to reply when she heard a terrified scream. Running in the direction it had come from she saw Buffy in that ridiculous ball gown and surrounded by imps or some other kind of small demon. She turned just in time to see Xander or John or whoever he was raise his gun "don't shoot; they're just kids in there. She watched as John kept running but shifted the grip on his gun; soon he was using his gun as a club and beating the little demons into retreat.

Lady Beauchamp took one look around her, stared at the man that had just saved her and passed out.

John looked down at the lady in the funny clothes, looked at the hooker and said "I hope that's not Buffy".


Willow couldn't believe the night she was having; first she's a ghost, then she has to convince Xander that he's really Xander and not some soldier from World War 2 (the mirror had helped out a lot with that one), then she had to explain what Angel was to a man that wanted to kill him and a woman that kept screaming at her in French, then she had to be nice to Cordelia even though the head skank had been in full snark mode and now she was running through the insanity of Sunnydale's night looking for Giles. She had to smile at the last one though, being a ghost did have a few benefits. Because she was fully visible she could get monsters to chase her, then she'd duck through the wall of a crypt or something and then watch as they barreled into it at full run; usually knocking themselves out. She'd taken out quite a few nasties this way, but that was forgotten as she saw the Library ahead.


Angel stood there speechless as he watched Xander work. Frankly the souled vampire had no idea who John Miller was, but it was clear that the man was a genius at tricks, traps and pitfalls. The four of them had fled Buffy's house because Xander (or whoever he was) had said that it was stupid to just sit there and wait for something or someone to break in; the soldier had questioned Angel about how to kill vampires and then gone scrounging through the Summers home and in five minutes had come up with an insanely lethal arsenal. The scariest part though, was that everything was fairly common, cans of hairspray and things like that. Anyway, once they were armed they'd headed off into the night and started a running battle across Sunnydale, capturing or incapacitating everything they ran across or more specifically, everything Spike sent after them. Somehow the bleach blond vampire had found out that Buffy wasn't quite herself and had decided to take advantage of the situation but so far the four of them had dealt with everything he could throw. Even Buffy, who insisted her name was Lady Marie Beauchamp, had gotten into the act once Angel and Xander had explained what was going on in their rather poor French. They were currently in a sporting goods store having just tranqued a couple of things that looked like Wookies and Xander and the girls were making sure they weren't going anywhere while Angel kept a look out. All too soon he saw Spike headed their way "doesn't that idiot boy ever learn" he muttered then turned to the others "our blond friend is still coming".

"Fine" Xander said "pick up some climbing ropes and let's head out the back."

Quickly the four moved to gather what they had and exited out the rear of the store. John looked around, hoping to find something that would end this sicko that had been stalking them once and for all. With a grin he found what he was looking for and called out "this way" and made for a service entrance a couple hundred yards away.


Willow was afraid, not of what might happen to her, because hey, ghost and everything; but because of what she'd just seen happen. She'd found Giles easily enough, the guy was going over the card catalog in the Library; just another exciting night for the Watcher, when Willow had popped through the wall. His reaction had been classic, and Willow was sure she'd be passing it on to Buffy and Xander later, assuming they all made it. She explained what was going on and together they figured out that it was the costumes that had changed everyone. Willow started to get nervous when she mentioned that the name of the store was 'Ethan's'; she saw Giles change just a little then, it wasn't big or anything but the name had effected him and he'd shown Willow something that she hadn't even suspected was there. Then when they were moving through the town she'd seen him act with a ruthlessness and dispatch that she'd never seen before; sure there were times on patrol when things got a bit hairy but this was different, way different. When they'd finally arrived at the shop Giles changed again, the person that he'd been for the last half hour or so seemed to submerge back into the person that Willow had known for the last year and a half. Then they'd met Ethan and for Willow it was like watching Bruce Wayne turn into Batman right in front of her eyes and it scared her. She realized that there were depths of darkness in Giles that she'd never suspected and maybe that's what scared her the most. The idea that she'd never suspected that that kind of darkness was in Giles at all, she'd completely bought in to the 'stuffy Librarian' persona and hadn't stopped to consider that it might be a mask covering for something. He'd told her to go and she had, but; almost against her will, she'd looked back into the storage room of the costume shop and watched a Giles she never knew do things to Ethan that made her stomach turn; she could only stand to watch about a minute of it before she fled for good.


John had tried to think of everything, he had known that Spike was still coming, so he'd set a trap. He'd suspected that Spike would be able to still find help so he'd actually set two traps. Unfortunately he hadn't counted on Angel being knocked into one of those traps, so even though his last minion was trapped as well, Spike had finally been able to corner his elusive prey and even though he knew you couldn't plan for everything, John was beating himself up for allowing it to happen. He was down in one corner of a store room and the girl Cordelia was trying to dig herself out of the mountain of clothes she'd been knocked into and Spike was confronting the lady who was yelling at him in French.

"You lot gave me quite the run you did; but that's all over now" he said as he stalked the yelling girl. Spike had been shocked at how well the forces he'd gathered had been neutralized, but in the end he'd gotten what he wanted, just the Slayer and no one in his way.

"Get away from her."

'Well, almost no one'. He turned to face his tormentor "you've got stones, I'll give you that whelp, but you're out of tricks now so you're just pissing in the wind."

"I'm not quite out of tricks" John said with a feral grin as he pulled out a Zippo and a can of hair spray.

Spikes eyes got wide as he saw the fireball getting closer, then with inhuman speed he raised up his arm and took the fire from the amateur flamethrower on his coat. The can ran out and he lowered his coat smirking "that's why I wear this leather boy, I mean besides the fact that it looks good on me, it's flame repellent enough to stop a pea shooter like that."

"That was just to get your attention" the kid answered with a smirk of his own then Spike watched as the kid pulled out a Super Soaker and his nose told him that it wasn't water in the tank.

"Bloody Hell" the vampire muttered.


Giles looked with grim satisfaction at what was left of the storage room, broken bust of Janos, broken furniture and broken Ethan. Thrashing Ethan had brought back a sense of self that Giles hadn't experienced in years and he had learned that he could be both 'the Watcher' and 'Ripper'. True there were some parts of 'Ripper' that he was less than proud of, but that was still part of who he truly was and it was high time he stopped denying that. He was considering pounding a bit more on Ethan when the wall exploded in rubble and Spike came flying through it, followed by a gout of flame.

Spike noticed the Watcher as he broke through the wall trying to escape from the Whelp; this was just not his night. He tried to change the way he landed so he could capture the Watcher and bargain his way out of this mess, but he hadn't counted on the body in the middle of the floor. His feet got tangled up with the unconscious body of the chaos mage and he fell gracelessly into a pile of smashed chairs. When he came to rest, Spike looked down and saw a chair leg sticking out of his chest; he had just enough time to mutter "well sod a dog" before exploding into dust.

Giles blinked a little owlishly at where Spike had been and then looked back through the hole in the wall; there he saw Buffy, Xander, Cordelia and Angel all alive though looking a bit ragged. "Are you four all right?"

They looked at each other for a second, then Xander said "seems like, I better go find Willow" and without saying anything else, he stalked off into the night. Buffy walked up and pointed to the bleeding man on the floor "so what's up with him Giles"?

Giles sighed to himself; this was going to take a bit of talking.



Willow knew that something was off; she just couldn't seem to figure out what it was. He clothes felt different, kind of scratchy for some reason and even the water had felt kind of weird when she'd taken her shower. When she arrived at school she immediately headed for the Library to ask Giles if her feeling might be something left over from the night before. She opened the door, took a few steps and then froze, it was as though she'd stepped into an alternate dimension. Right in front of her, Buffy was tutoring Cordelia in French; Giles was in his office but instead of his usual tweed, the librarian was wearing a leather jacket and at a table in the back, Xander was cleaning several guns. "What the hell is going on here" she shouted. Immediately all eyes were on her, then she saw everyone's eyes go wide. Suddenly feeling self conscious she asked "what, is there something on my face" while trying to surreptitiously wipe away whatever was drawing everyone's attention.

"Bloody hell Willow, are you all right" Giles asked from the doorway to his office.

"I'm not sure, that's what I wanted to ask you about" she replied.

"Uhhh, look down Wills" Xander told her in a gentle tone.

The redhead looked down to see that she was currently standing in the middle of the table, not on it, in it. She paused for a moment, said "Oh; I guess Halloween stuck with us a bit, didn't it" and promptly passed out.

A/N #2. My daughter and I both love BTVS, however we have wildly different opinions on the characters. Xander is my favorite with Willow being my least favorite; she holds the completely opposite view. She asked me to write a Willow centric story and since it was her birthday, I agreed. But then I had the problem, what to write about. I really didn't like the person that Willow turned into during the later seasons, so I decided to set the story early on and as I was going through the story outlines I saw "Halloween". Now I know that there have been a blue million stories about what Xander turns into for Halloween, but I couldn't recall one where Willow had retained anything. So here it is, Willow retains her Ghostly abilities from Halloween. The plan right now is to only take the story through to the end of season 2, but that can always change. I hope you all enjoy my tale.