An Alternate BtVS Season 3:"Mortal Friends; Mortal Foes"

Author: Sherman Barnes aka "Ironbear"

Disclaimer: Buffy the Vampire Slayer, Angel the Series, and all characters from those series belong to Mutant Enemy, Joss Whedon, 20th Century Fox Television, Kuzui Enterprises, UPN, Warner Brothers, and David Greenwalt Productions. I'm only borrowing them for the purposes of fanfiction, and only the plot and storyline, and those characters of my own creation belong to me. No profit is being made from this endeavor. Faith's back story draws loosely from that shown in "Go Ask Malice: A Slayer's Diary" by Robert Joseph Levy; Simon Spotlight Entertainment. Episode events and episode dialog quotes, where used, are drawn from the transcripts and summaries at , Wikipedia, and the shooting scripts at (/buffyverse.asp)

Author's Note: What if Faith had arrived earlier in Sunnydale and Buffy had returned a month later? What if the Mayor had had a slightly different goal? What if Spike never made it out of town following the love spell disaster, but met a different fate? Just how far apart is the line between "good slayer' and "evil slayer"? Diverges drastically from canon in many places, especially following "Lover's Walk" and "Bad Girls".

Synopsis: Badly needing a vacation from their summer vacation, Xander, Cordelia and Faith take a trip to Cordy's lake house while Giles, Oz, and Willow work on setting up the training area and Giles follows up on some Council business.

Word Count: 29,309 total. 28,371 sans Disclaimer, Previouslies, and Credits.

"Night Watchmen"

A Buffy the Vampire Slayer Alternate Season 3 Prequel

Previously on Buffy the Vampire Slayer:

Sunnydale: The vamp stumbles slightly, grabbing Oz by the collar of his light jacket and peeling him off like a limpet, slamming a fist into the little musician's side and tossing him rolling. As Willow screams, Oz levers himself up to one knee and then groans, an arm clutched to his side. The accountant looking vamp spins on Cordelia, taking a long step forward - and the butt end of an arrow from Xander's air-rifle stands out from his back briefly before he bursts into dust with a wooshing sound. Xander falls back onto his elbow, groaning. "Jeeze," Faith manages finally to push herself all the way up on her feet and stand, swaying. "Who hit me with a bus?"

Sunnydale: "It's a drug for vampires," Nalia says, shrugging and tossing the packet back to Faith. "I believe it's called 'Rage' or 'Bloodrage'. From LA, originally. And I keep my nose carefully out of business that doesn't concern me - it's better for my health. I don't know who's started moving it here." Faith responds in a gentle tone, her eyes hard, "Better for your health can be relative... "

Los Angeles: "Ah," Buffy nods. She feels heat at the back of her eyes and tries very hard to not let it spill to the surface. Pike continues, "My wife - Elena's mother - was killed by a vampire. And turned- I had to stake her myself." Pike shoves his hands in his pockets, looking as miserable as Buffy feels right then. "You - you kill vampires. We kill vampires, like at Hemery at the end. You're not supposed to fall in love with them," he says. The heat comes up to the surface anyway, and spilled overs. "I know!" Buffy brushes at her eyes irritably, "You think I wanted to have a doomed love affair with a two-hundred and forty something year old vampire? You're not saying anything I haven't told myself over and over again during the last year..."

Sunnydale: Faith kind of vaguely hears the goth vamp's voice drift over from near the alley mouth as she's shaking off the taser jolt. "If I'd wanted you dead, both of you would be. Think about it." Cordelia pushes herself up as Faith comes back from the mouth of the alley a few moments later, standing on shaky legs. She gives Faith a look of flat disbelief, "You're laughing? After that?" Faith shrugs, "Hey, I like her, what can I say? Girl's got attitude and moves." Cordelia says, shaking her head, "You are so very nuts." She started laughing, "It must be catching: I like her better as a vamp than I did as our resident psycho student."

Sunnydale: "Passing the buck back, huh?" Faith makes a face. She studies the faces of the rest of her companions, finally sighing heavily and turning to the goth vamp. "Take off. Don't make me regret it." With a nod, Shelia says, "We already had that talk. Don't see a need to rehash it." She walks over to the edge of the exit into the sewers, keeping her hands carefully away from her body. "Shelia," Faith calls out. The vampiress turns, looking at her. Taking a wrapped packet of bills from the bag Cordy'd given her, she tosses it to the goth vamp. "Blood money. Call it a start on your bankroll." Shelia tosses a grin at her, "Not a start, but it'll add to it." Sketching a salute with the packet, she jumps down the hole into the sewers. "We're going to have a long talk about this later, aren't we," Faith says, looking over to her Watcher. "Why yes, I do believe you're correct on that," Giles replies.


Prologue: Arrivals and Negotiations -

Thursday September 3, 1998; Santa Barbara, Lirio's mystical items, mid-afternoon.

Upon opening the door and entering, Rupert Giles paused to survey the interior of the shop before proceeding about his business. Bottles and jars of herbs and various other items filled rows of shelving along the sides while neat and well stocked rows of book racks containing an abundance of tomes filled the bulk of the store's main area. Additional glass fronted shelves behind the long counter contained rarer volumes, and tables and racks in various corners, nooks, and crannies were filled with candles, incense, and statuary. Beaded curtains in the doorways separated the main room from other rooms off to the sides and from what was presumably a back room and offices behind the counter.

Bemused, Giles stepped over to the counter to peer at the covers of the books in the back cases. He was intrigued to note the titles of several volumes that he'd been seeking for his own collection.

A rattling of beads drew his attention from the books. He turned slightly to see a striking looking woman in her late thirties or possibly her early forties come through the curtain from one of the side rooms. Giles gathered an impression of alert brown eyes and quiet power wrapped in a long, flowing dress as she entered the room.

"Good afternoon and welcome to Lirio's," she said, giving him an appraising look. "May I help you with something?"

"Quite possibly, madame," Giles said. He straightened to his full height under the woman's sharp gaze. "I, ah, would you perhaps be Lirio?"

"Why yes," she gave him a slightly bemused look, coming over to join him at the main counter.

"Excellent. My name is Rupert Giles," Giles stated, extending his hand. She took his between her own in a warm and surprisingly firm grasp, giving him a look of sharp interest. "I, ah... " he rather surprised himself by saying, "If it is not rude of me to remark upon it, I can't help but notice what a striking and lovely accent you have."

Sudden dimpling at her cheeks dropped perhaps five years from the woman as she smiled up at him. "Romanian, by way of Spain," she said. "My family moved there when I was perhaps twelve."

Giles nodded, "I must say that the two make for a remarkable mix," he said.

The dimples showed again. Cocking her head slightly, she released his hand, smiling at him, "And now that you have quite made my day and demonstrated that the British have not completely lost their charm, what is it that I may do for you, Mr. Giles?"

"Ah. Quite," Giles gathered his thoughts back to his business her, returning the smile. "Rupert, if you please," he said. "I am, ah, seeking a tutor in the mystic arts on behalf of a student of mine and you were recommended to me."

The intense gaze captured his again as she regarded him with interest. "While I do teach on occasion, I'm hardly renowned even in the local community among practitioners," she said. "May I ask who's recommendation brings you to me?"

"Indeed you may. Are you familiar with a woman by the name of Althenea, perchance?"

"I am," Lirio's gaze cooled slightly as she regarded him with a bit more intensity. "I must warn you: while I have a great deal of respect for Althenea and her Coven, I have little to none for the Council of Watchers and no interest whatsoever in being of assistance to them."

"Ah, yes." Giles shifted a bit uncomfortably. Removing his glasses, he took out his handkerchief to give them a quick polish as he studied her back. "May I ask why?"

"A group of stuffy old men hiding behind young women while sending them out to do battle," Lirio stated. "I find very little in the concept that endears me to be interested in working with them."

"Quite," Giles said. Replacing his glasses, he gave her a frank look. "That may not be a concern in this. The young student in question is more of a personal protege, not associated with the Council. I rather believe the Council would take a bit of a dim view of my efforts in this were they to become appraised of them."

"Indeed?" Giving him a searching look, she nodded after a moment, "You begin to interest me."

"Indeed," Giles said, dryly. "The Council tends to take a rather dim view of anything that steps outside of the normal boundaries of tradition, I fear."

"I'll make no promises to you, Rupert," Lirio stated. "However, you may tell me of your student and attempt to capture my interest further, if you wish."

"Thank you," Giles said. He stuck his hands in his pockets, regarding her carefully, "I must caution you: it is rather a long story, all in all, and I do not wish to interrupt your business more than necessary."

Giving him a smile and a sharp nod, she crossed to the door with quick strides, turning the sign to read 'Closed' and locking it. "Have you had lunch yet?"

"No, I, ah, am afraid that I haven't as of yet." Giles blinked at her, slightly bemused.

"I'll make us some tea and you can have lunch with me then," she said, motioning towards the back behind the counter, "While you are telling me about your student."


Thursday September 3, 1998; Chase family vacation cabin at Lake Cachuma, late afternoon/early evening.

"Whoa," Faith said, almost reverently. "That's your lake cabin? That's bigger than Joyce's house, fer chrissakes." She leaned forward between the two front bucket seats as they pulled in under the carport, resting her arms on Cordelia and Xander's seat backs.

Cordelia grinned. "Ok, it's a lake house, if that makes you feel any better. "It's logs, some company called 'Log Castles' built it - I call it a cabin." Unbuckling, she opened the driver's door to swing her legs out.

"Holy bucket seats of luxury, Batman," Xander remarked. "I didn't even know Mercedes made SUVs."

"Brand new this year," Cordelia said. "Daddy got one as soon as they came out."

"Sure beats my dad's rattley old station wagon for vacation trips." Xander got out and stood looking around the area beyond the carport.

"I'm tellin' ya," Faith said as she slid out of her door and stood up to stretch, "You two guys get married, you're adopting me."

"Before or after the long, sinful road trip through Vegas and beyond?" Xander asked.

"After, natch," Faith shot him a grin. "Before'd be too much like incest." Twisting at the waist to work out the last of the kinks from the long drive, she added, "C'mon. I'll help you unload all our crap while Cordy's getting it opened up."

"Damn straight," Cordelia remarked. "If I'm going to bring minions, I expect them to be minion like." She paused at the steps, digging in her purse for the keys. "Snap, snap."

"Notice how effective the outward form is at disguising the alien tyrant underneath," Xander stated. "You'd almost think she was an actual human." He reached in to take the keys out of the ignition and push the latch for the rear cargo door.

"At least I didn't pick a disguise as a hopeless geek, dweeb," Cordelia called back from the door. "Oh wait - yours isn't a disguise."

Snickering, Faith said, "You just gonna lie there and take that?"

Drawing himself up indignantly, Xander said, "No... I'm going to stand here and take it. She can beat me up." He threw Faith a half grin, "C'mon, let's get these in before she has us flogged."

"You flogged," Faith corrected as she started hauling bags out of the back alongside him. "I can beat her up."

"Life just really isn't fair," Xander remarked. He leaned in as well and set the rest of the luggage out behind the vehicle. Naturally, the majority of it was Cordelia's - he had the one big duffel bag and a smaller bag, and Faith's stuff was fairly compact in a backpack, a large gear bag, and her weapons bag.

"Sucks, don't it," Faith smirked at him. Grabbing up most of the heavier bags, she headed off for the open front door with Xander trailing behind her. "Where you want these, C?"

"Oh, just set them down in the entry way for now," Cordelia called back. "We can sort out rooms and haul them in there later."

"Cool," Faith said, setting her load down to one side of the foyer. Xander dumped his load of bags on the other side and they wandered in looking around. "First time you've been here, Xan?"

"Oh yeah... " Xander nodded. "This makes my uncle Rory's cabin out near the desert look like a shack." He frowned, "Wait, my uncle Rory's cabin is a shack, what am I saying."

They found Cordelia in the kitchen area looking thoughtfully through the refrigerator. Nodding to herself, she took several packages wrapped in butcher's paper out to set on the drainboard. "Since it's too late to do much else today, I thought I'd pull out some steaks and prawns to thaw," she said. "After dark we can start a fire in the deck fireplace while Xander does his manly stuff with the grill."

"Ok, now that sounds like a plan," Faith bobbed her head in agreement. "Boytoy here did good on that beach BBQ with the burgers and stuff."

Looking a bit uncomfortable at the praise, Xander ducked his head slightly, grinning. He changed the subject, "So, want to show us around the Queen C's summer palace now that we're in?"

"What, miss a chance to show off the family wealth?" Cordelia smirked, "Oh, please - like that'd happen."

"When in doubt, appeal to the vanity," Xander stated. Putting his arm around Cordelia's waist, he drew her in close for a kiss. She melted into it for a few moments, then pushed him away playfully.

"Quit distracting me, Dorkus, or we'll never get anything else done before dark," Cordelia said.

"Yeah, and no fair teasing the third wheel with PDA's," Faith remarked. "Not unless you're gonna spread the love around."

Xander's mouth opened for a comment - probably sarcastic - and then his eyes glazed over slightly, leaving his mouth slightly ajar. Cordelia punched Faith lightly in the arm and swatted Xander on the back of his head.

"Hey! I warned you about that. There's no reset button on this model," she complained. Faith rubbed her arm, snickering. "Grand tour, coming up," Cordelia hooked her arm through Xander's and led the two of them off through the house.