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

Author: Sherman Barnes aka "Ironbear" Coauthor: Richard Caine

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 (.)

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".

Summary:High school starts with a bang for the Gang in early September when a new Biology teacher enthralls the girls, causing them slowly to change into their animalistic selves. Meanwhile, Oz and Xander must figure out how to rescue their girlfriends from the new teacher's influence - without becoming statistics for the SHS newspaper's obituary column.Dacascos counter moves cause additional problems for Faith and the Nightwatchmen. Buffy and Pike tentatively make up and come to terms, while Doyle continues to attempt to draw Buffy back into slaying...

Note: This fic picks up immediately following the events of "Terminate and Stay Resident". No rest for the wicked nor the watchmen.

Word Count:80,498 total. 77,882 sans Disclaimer, Previouslies, and Credits.

"Night Watchmen"

Mortal Friends, Mortal Foes -

A Buffy the Vampire Slayer Alternate Season 3

Previously on Buffy the Vampire Slayer:

Sunnydale High: "Whatcha gonna do to make us, Xan?" Parker steps in again as Xander catches his balance, putting his hands up for another shove. A clinical part of Xander's brain notes that somehow, facing vamps, demons, and Nightgaunts seems to be less unnerving than dealing with three overage high school toughs. In a movement inspired more by desperation and sheer terror than by conscious thought, he sidesteps slightly, seeing his right hand come over and across as if it belongs to someone else. With a kind of bizarre detachment, he watches his closed fist smash into Parker's jaw with the full weight of his back and shoulder behind it. Parker's eyes roll up into the back of his head and he staggers backwards, crashing to the floor a piece at a time like a marionette with its strings cut. 'Wow,' Xander thinks, dazedly, 'That was some hit.' Rubbing his knuckles and looking down in amazement at Parker, everything suddenly goes all awhirl around Xander as he feels a pair of hands grab him by the front of his jacket and spin him around to slam him up against the lockers. He's vaguely aware of Jonathan scuttling out of the way as his head smacks into the steel locker door behind him. "Oh, wow," Jack stares up at him, his head cocked curiously to one side. "That was really fucking stupid, bro. You freaking retarded or something?"

Sunnydale High: "Hey, stranger," a familiar voice says over her shoulder. Glancing around, she is pleasantly surprised to see Aura and Tamara standing at the end of her table with their own deli trays. "Mind if we join you?" Cordelia arches an eyebrow. "What, get separated from the thundering herd?" Aura laughs, "Something like that." Tamara says, "More like we cut out of the herd as it bleated on" Glancing at Aura, she adds, "We suddenly remembered we signed on to be Cordettes, not Harmonettes."

Sunnydale High: "Right." Lance states, nodding enthusiastically. "So, tonight?" Jonathan shake his head. "Tomorrow night, if it's finished and debugged by then. Still need some work on the code - I have Shane coming over to help me tweak it." Freddy frowns at him. "Shayne? Man, we don't need any more people involved, do we?" Jonathan replies, smiling. "Relax. He thinks it's for a game AI I'm trying to develop. And I really need another programmer to help on this part." Lance gives him a half hopeful, half impressed look, "Oh, ok. Uh... did you manage to get the magic worked in too? We need the realism, you know."

Sunnydale: "It occurs to me that determining how to best impart your training to the others will also help to solidify your own grasp of the techniques and skills involved," Giles tells her. He inclines his head slightly, "I will of course stand ready to assist in areas outside your familiarity." Faith scowled at him. "Right. Giles, I'm no trainer, c'mon," she says, spreading her hands out. "There is an ancient saying," Giles remarks, his eyes twinkling, "That one only truly learns a thing once one has taught it to others." Xander starts to snicker, only to quickly hide it in a coughing fit when Faith shoots him a murderous look. Opening her mouth and closing it again, Faith gives Giles a suspicious look. "This is revenge for earlier today, isn't it."

Sunnydale: "No, we came here to make money and accumulate influence," Dacascos said. It was getting to be an old argument between them. He inclined his head towards Rhoden and his computers, "Which we are doing quite nicely, I might add." Ice smirked, studying the bigger vampire to watch his reaction. "Yeah," Lohse acknowledged. "While the Slayer and her buddies run around picking off our distribution houses and denting our damned profits." Dacascos shrugged, "Distribution houses we set up as decoys to be taken down and keep her happy and occupied." He sighed, "However, she has taken to hunting down our roving distributors and their guards. That is annoying." Lohse states, "Which is why we should kill her now." Dacascos pointedly studied the bald vampire's scar for a long moment rather than responding immediately. If he'd had circulation, the bigger vampire would have flushed. As it were, he scowled instead. "I usually don't mix into this," Ice says in a calm voice, "But Lohse here does have a bit of a point. Why aren't we killing her?" Dacascos regards him evenly. "I intend to. Once I'm certain that we're established well enough to weather the influx of new demons and master vampires, as well as the increased attention from the Watcher's Council that a... suddenly slayerless Hellmouth will bring," Dacascos says...

Sunnydale High: "Genius," Freddy says. "Ok, so.. run it already." Lance nods eagerly. "Right." Jonathan nods, grinning a bit nervously. Moving the cursor, he picks a simulation from the menu and clicks to start it running. All of them wait impatiently, holding their breaths as the little hourglass comes up and cycles. Outside, a particularly nasty thunderhead from the storm they'd almost forgotten about centers itself over the school - and the associated Hellmouth beneath the library not far away - lightning flickering in its depths. There is an almost deafening ripping sound as a bolt sears out of the huge thundercloud to strike a nearby electrical pole and transformer unit. Lights dim all over the school and the surrounding neighborhoods. The three teens jump at the thunder crack right on the heels of the lightning strike, sounding like it's almost right next to them. Jonathan's eyes widen as he sees the 'network connection' icon flash several times, denoting that the connection to the main servers is going iffy. "Oh, shit," he says. Jonathan slides out of his chair, ducking under the table to check the network cabling. He doesn't think it came loose, but he figures it doesn't hurt to make sure. There wasn't much he could do if it was the strike causing the connection to go wonky... Another even more massive strike hits the top of the school above the library before arcing over into the transformer, sending a surge down through the school's wiring. Above Jonathan, the lights dim then flicker out and the system's monitor pulses suddenly. He heard Lance and Freddy's chairs slide back and away from the monitor, seeing their feet go to either side as they get out from in front of the screen. There comes another strike, the screen pulses again and then blows out in a hail of glass, scorched plastic, and foul smelling electrical smoke...

Sunnydale Mall: "Ok, so let me get this straight," Cordelia says, tapping her chin with a finger nail. "I've been roped in to help do a secret Willow make-over with you?" Faith nods, giving her a guileless look, "Yup." Willow shrinks in on herself a bit as Cordelia cocks her head, giving the red head a critical once over. Judging by her expression, Willow obviously expects a scathing remark or wisecrack. "And it was a big secret so we could surprise everyone," Cordelia remarks, continuing her critical examination. Willow shrinks a bit farther. "A-yup." Faith nods again, sticking her hands in her back pockets and smirking at the cheerleader. "Wow." Cordelia breaks out into her dazzling thousand watt grin, nodding enthusiastically. "About damn' time, jeeze." Hooking her arm through Willow's, she heads off down the mall corridor, sweeping the red head along with her. Faith trails along after, snickering under her breath...

Sunnydale: "Boring me, more like," the girl - Rochelle? - calls back, laughing. She pulls her arm out of Faith's grasp with an almost contemptuous ease. Eyes narrowing, Faith steps straight into the other girl's space. Someone grabs her shoulder to pull her away, and Faith jabs backwards with an elbow almost casually, sending the guy stumbling back and gasping. Cordelia steps back a bit further as the muttering intensifies. "This is gonna end, tonight," Faith states. "Oh, please," Rochelle's eyes roll. "I gave you your boys back. There's plenty for both of us." The music lowers slightly, making it easier to hear. "Yeah, well, you're killing yours," Faith yells. She drops her voice a bit as the lowered music volume registers on her. "Can't have that." "Killing?" The brunette frowns, looking confused. "Not my fault if their coding is too faulty to handle disruptions to their spark." Cordelia can't see Faith's expression from where she was, but she could picture the Slayer's eyes-narrowed combat smirk. "Disruptions? Disrupt this," Faith snarls, her right fist coming out and across in a blurring movement from out of nowhere. Rochelle stumbles back, almost falling until she crashes into the circle of guys behind her. Several of them go down as she catches herself. The other girl... flickers, is the only description Cordelia can come up with. Like a disrupted hologram on one of those bad sci-fi programs Xander is always trying to get her to watch with him... Moving up, Faith nails her again with a straight body shot from the other hand and as Rochelle flickers once more, everything suddenly goes sideways on them...

Sunnydale High: As soon as she gets close enough that Jonathan couldn't possibly manage to bolt before she snags him, Faith's eyes narrow and she yells out, "Levinson!" Reaching out as she stalks up, Faith grabbed the dark haired kid by the collar of his leather jacket and casually tosses him behind her and out of the way as Jonathan throws a wild eyed look in her direction. The 'casual' toss lands a startled Jack O'Toole almost eight feet behind her on his ass on the rough flagstones. "You and me, Jonathan," Faith states. "We're gonna have words." Jonathan turns even paler and squeaks. "Hey!" A half snarled shout from behind her causes Faith to turn slowly to see the teenager she'd tossed stalking up to her with his face red and his mouth twisted. "No one just throws me outta the way, bitch." He steps in fast, bringing his left hand around in a hard, quick overhand punch at her face. Faith casually leans out of the way, bringing her left forearm up and across to sweep the punch on past and down, and brings her own right over in a short uppercut that intersects briefly with O'Toole's jaw and dumps him on his back six feet away again, unmoving. "Was I talking to you?" Faith asks mildly, raising her eyebrows. Spinning back to Jonathan, she pins him in place with her eyes just as he's standing and looking ready to start sidling off. "Freeze, Jonno." Jonathan freezes in place and Faith grabs a handful of his collar, half dragging him past the unconscious O'Toole, across the courtyard and to the smaller alcoves past the arched entrance to the Quad...

"Cool." Refilling her cup and fixing it with lemon and sugar, she takes a couple of cookies and leans back, studying him carefully as Giles sets the book down gently on the sofa for later re-shelving. "Ok, let's do this. Gotta warn you: I'm kinda rusty on this homework thing." Giles nods. "All right. We'll, err, endeavor to work around that failing as needed," he says with a tiny smirk. Faith laughs. "Cool. Umm, what do we need to do?" she says, one eyebrow raised. "My Solicitor took the liberty of preparing and couriering me preliminary forms for the options we've been discussing to look over," Giles states. "We can sign those and send them back to him to start the process, and he'll return us permanent documents to be signed and filed." Faith says, "Works," dimpling at him. "Man, gotta say - between training, slaying, and everything else, things're gonna be kinda busy, y'know?" Pursing his lips thoughtfully, Giles nods. "Well, at the very least, it opens up one recourse. As the named guardian of a home schooled teenager, I can prevail upon the school board to allow you to be on campus during school hours so that I may attend to your schooling in between my other duties. Since you seem to be determined to be there regardless, we may as well spend the time profitably." He pauses, "They probably won't like the arrangement, but that can be worked around."


Prologue: Biology or Chemistry?

Monday September 14, 1998; Biology Classroom 132, Sunnydale High School, 3:20 P.M.

Harmony Kendall was not precisely a good student. Not even a mediocre student, really. In fact, there was only one thing Harmony really excelled at, and that was the fine and time honored art of schmoozing, ie: looking pretty and social engineering. In her own mind that had saved her grades and her social standing more than once after embarrassing events, and was what made her the undisputed new mistress of Sunnydale High.

Harmony was also more than a bit lacking in awareness. It never quite registered on her that her social standing meant that people snickered at her behind her back after the various embarrassing events, rather than to her face. Nor that a lot of her grades had less to do with her social prowess at schmoozing than with the reluctance of Sunnydale High School's teacher population being unwilling to get on Principle Snyder's bad side by failing the daughter of one of Sunnydale High's wealthier Alumni.

After all, annoyed alumni tend to vote against school appropriations and expenditures at City Planning Board meetings. Much simpler to pass the pretty and somewhat vacuous blonde on just as long as she managed to maintain scores at least within shouting distance of passing, and let whatever college ended up with her deal with it later.

As far as social engineering was concerned, it never really entered Harmony's mind that the defection of two of the top former Cordettes left her recent position in the SHS hierarchy not quite 'undisputed'. After all, Cordelia Chase was openly dating a geek. Anyone that gravitated back to her was gaining geek creds by association, and losing status creds. The possibility that the currents of what constituted 'coolness' and 'power' in Sunnydale High might possibly realign themselves into new configurations was so far outside of Harmony's world view it may as well not exist.

To Harmony's mind, with Cordelia out of the picture, winning the social battle wasn't even really all that much of an effort any more. A pity that, but it did leave her with a little more free time on her hands. Time to do things like address lesser issues; such as her unexpectedly abysmal grades in Senior Biology. The new Biology teacher just hadn't seemed to learn yet that that just wasn't done, and it was so not fair.

With the last of the class already filed out and the main lights dimmed, the classroom was actually quite dark when she poked her head in. Looking left to right at the empty desks and various equipment strewn across the vacant lab tables she wrinkled her nose a little. Science had a stink of something other than formaldehyde. It smelled like work. And nerds. Oh well, that's what she was here to fix.

"Mr. Hideyoshi?" she called. She could hear slight rummaging sounds from the back of the room, so she knew someone had to be there.

"Mr. Hideyoshi?" Harmony called again. There was a rustle in the back and the short, suited form of Hideyoshi came around the corner from the small Biology supply room. Of course, the way he came around the corner at high speed startled her enough that she stood up straight. Hideyoshi gave her a dubious look when he pulled up short upon spotting her.

Hideyoshi was a recent transfer from somewhere in the mid-west, Chicago perhaps. He apparently was a career teacher, judging from his introduction to his classes. Still fit, handsome in an 'old guy' sort of way, Harmony guessed, almost athletic, but aging: his hair had numerous silver streaks through it, more gray than black now. His other main quirk was was being always immaculately dressed, almost like that creepy English librarian guy. Harmony wondered idly how he managed to afford clothes like that on a teacher's salary.

Oh well, Harmony gave a mental shrug. Good fashion sense was so rare these days that anyone with even a drop of it was like a welcome breath of fresh air. Especially in this place. It was so much not fair that Daddy wouldn't spring for tuition to private school...

"Ms. Kendall," he stated. "To what do I owe the after classes pleasure of your visit?"

"Well," Harmony hedged a little, fidgeting cutely. She was certain it was 'cutely': it always worked on the football players and coaches. At least the male coaches. "I was hoping we could maybe talk about my last set of grades. Like, the ones on the first pop quiz last Thursday?"

"I see little to talk about," Hideyoshi said, seeming mildly amused. "Your inability to answer even a single question correctly dictated your absolute and abject failure on that test. One is tempted to presume that you hadn't even bothered to study," he added in a dry voice.

"But that's just what I was coming to talk to you about!" Harmony interjected with a slightly panicked expression. "Look, when my mom and dad find out I flunked, they're just going to kill me."

"Somehow I doubt that," Hideyoshi remarked with a flat voice and a raised eyebrow. "At worst I'd venture that they might actually be forced to require you to take your studies seriously, by possibly monitoring your homework."

Harmony's eyes widened, indicating that that possibility hadn't even crossed her mind. Her expression took on a slightly more desperate tinge.

"Please," Harmony asked, giving him her best whipped puppy look. "Isn't there anything that I can do to, like, make it up or something? I'll study this time, honest!"

Hideyoshi stood still for a moment, studying her. Finally, he pursed his lips, sighing, and adjusted his diamond patterned cuff-links. A subtle golden light played across the silvery metal of the jewelry, barely visible even in the dim and gloomy classroom. Harmony felt a slight wave of dizziness overtake her for a split second, which was followed by a sense of relaxation.

"Perhaps something could be arranged," Hideyoshi said with a slight smirk. "Why don't we discuss it?"

"Why don't we discuss it!" Harmony said in agreement, her voice chirping. If there was more than a normal emptiness to her expression, it was doubtful that even her close friends might notice it.


Monday September 14, 1998; Hallways, Sunnydale High School, 3:30 P.M.

Catching sight of Cordelia headed across the Quad towards the entrance, Faith lengthened her stride a bit to catch up. Linking her arm through the taller girl's, she glanced up, purring, "Hey sexy. Going my way?"

"Hah!" Cordelia gave her a startled look then grinned. "More like you're so going mine. In a totally non-inuendo way that you can't seem to manage, of course."

"Awww... " Faith leaned in against her friend, mock pouting. "You say that now, Princess. But I'm gonna love watching you eat those words one of these days. Among other things."

"Eeew! As if!" Cordelia pulled her arm away with a disgusted sniff. A small group of grinning jocks and a cluster of other students smirking at them caught her gaze, turning Cordelia's eye roll into a frosty glare. Favoring the onlookers with an insincere and blinding grin, she threw her arm around Faith's waist saying, "We're just good friends," pause, "Honest." When a couple of the grins widened into smirks, her eyes narrowed and she added, "Get a camera, perverts. Better yet - get lost before I start taking scalps."

Faith threw her head back, laughing, as the hapless jocks favored with the glare hastily looked anywhere except at the two of them. "Still got it, C."

"Well, of course," Cordelia said, withdrawing her arm from around Faith. Switching the glare to the shorter girl, she shook her head slightly. "And you - unlike you, I still have a reputation to maintain. Brat."

"Yeah, I've heard about you girls with 'reputations'," Faith replied, grinning. Pushing one handed on the door, she skipped through lightly next to the other girl. Turning at other side in the general direction of the library, she changed topics, "Swing by Jeeves to snag the gang for training on the way out?"

"No point," Cordelia said. "Xan had an end of the day free period so he took off to get started on some things there, and Will and Oz said they were going to go do something at Oz's house after school before meeting us."

"Ah. Works," Faith said, glancing around almost involuntarily in an effort to see if she could spot Scott on their way through the lunchroom. Catching herself, she gave a mental eye roll. Not that any excuse to bump into Scott was a bad thing, necessarily. Matter of fact, it was surprising to her just how non-horrible the idea was. In a sappy, mushy and disgusting kind of way... Definitely new ground for Faith in the relationship arena, that's for sure.

"So, how're things with the new 'boy toy'?" Cordelia asked.

"Mind reading? That's downright creepy, C," Faith laughed, shaking her head.

"Well, unless you're on Snyder lookout, I can't think of any other reason your head would be swiveling like a gun turret," Cordelia said, smirking.

"Me an' the great white Hope? Normal, I guess. Today was kinda the first time I've seen him since that mess at the Bronze last week," Faith shrugged. "Not that I'm a real good judge of 'normal' or nothing."

"Good, in a 'at least that means you're not lusting after my boyfriend' kind of way," Cordelia stated.

"Moi? Or at least, not just lusting after the Xander, anyway," Faith rejoined, grinning.

"See how you are? Earlier you were lusting after me, now I'm thrown over already," Cordelia shot back. "Tramp."

"Hah! Shows you for playing hard to get. Ice Queen," Faith said, laughing. Pausing she added, "Scott and I're supposed to hook up at the Bronze later tonight if he's still there when we finish training and patrol."

"Well... I'd wish you luck," Cordelia stated. The thousand watt grin flashed on for a moment, "But around here that'd probably backfire."

"Yup. Life in Sunnyhell," Faith said, her expression wry. "Home of the drug dealing vamps, demon gangsters, horrible smelling corpse eating freaks and the ever popular computer sex toys."

"Look on the bright side - you've been baptized already now," Cordelia said, shaking her head. "It only gets stranger from here." Pausing thoughtfully, she added, "You seem to have gone native fast, though. Sad how quickly you can adjust, huh?"

"I'm like, all adaptable and shit," Faith said, spreading her arms in an expansive gesture. "I like to look at it as being able to 'expand my horizons' quickly." Glancing sidelong at Cordelia she asked, "How 'bout you and the Xan?"

"The same," Cordelia said. "We cut Lit to go have lunch together and made up."

"Cool," Faith nodded. Spotting Willow leaning against one of the front pillars, she angled them in that direction. "Heya, Red." Faith raised her eyebrow at Willow's extremely drab clothing. "Hmm. What's with the look, Will? Figured you'd be wearing some of the new stuff?"

"Hey!" Willow, who had obviously not been paying attention to her surroundings gave a high pitched squeak as she looked up from her survey of the front lot. "Oh, um, hi guys? Waiting for Oz to bring the van around." Registering Faith's question, Willow flushed slightly, "Umm..."

"She wussed out," Cordelia supplied, rolling her eyes. "All that new wardrobe and not like a single piece of it on."

"Relax, Red," Faith said with a shake of her head. "But the Queen has a point. Figured you'd be showing off the new plumage today."

"Um..." Willow paused for a moment. Her face turned slightly more scarlet. "WellIwasgoingtobutIwas worriedaboutwhattheywouldlooklike."

"If I heard that right," Cordelia said, a frown of concentration gracing her features briefly. "She was stressing about what it would look like."

Willow nodded. Faith cut her eyes at Cordelia, "Thanks. I am learning how to translate Willow-speak, though."

Cordelia gave an exasperated sigh. "The outfits were fine. This isn't about the clothes is it? It's about you."

Faith shook her head in agreement. "You could knock their socks off, Red. Gots that whole 'sexy librarian' thing going for yas." Willow made a face in response.

"Ugh," Cordelia said, giving Faith a look that said 'stop helping'. She gave Willow a look up and down, taking in the drab long brown skirt and odd, multi-colored sweater. "Fine. How about we make a deal? If the guys don't loose their ability to talk for ten seconds when they see you, I'll buy you something that will, no cost to you."

Willow gave Cordelia a suspicious look.

"C'mon, Red," Faith interjected. "Cordy can be a Queen Bitch; but has she ever lied to you?" Cordelia shot her a look that had 'Gee, thanks ever so' dripping from it.

Hesitantly Willow shook her head in the negative. "No, she hasn't."

"Then it's a deal," Cordelia said, smiling her predator's smile again and sticking out her hand. "Tomorrow." After juggling her books for a second, Willow reached back and shook on it. "I'll meet you at your house in the morning to help you coordinate."

Willow gave her a startled look, then grinned, nodding. "Ok, deal. Umm... aren't you afraid of catching 'nerd cooties' from my house?"

Cordelia frowned, tapping her chin thoughtfully with a manicured nail. "I'll wear some of those surgical gloves and bring some disinfectant spray." She grinned back, "Unlike some people, I'm willing to make sacrifices in the name of fashion." Willow laughed, her eyes twinkling.

"I think G would say that's a bad idea on the Hellmouth," Faith said. "Let's hope the battle against drab is the worst thing that happens this week."

"Oh, great. Now you've jinxed us." Cordelia stated. Willow grinned, nodding enthusiastic agreement.

"Yup. We're doomed now," Willow said, laughing. "Hey - Oz!" She pointed as Oz's zebra van pulled up at the front.

"So we - hey!" Cordelia's comment was cut off as Harmony jostled her, pushing past them on her way down the steps. "Watch it, Kendall." Harmony swept past without an acknowledgment - just a head toss indicating she'd heard.

"Yeah yeah. Watch it Kendall. Watch it Kendall," drifted back to them as she flounced down the steps.

"Huh." Faith's brow creased slightly as she followed the blonde's progress down the front walk. "No Harmonettes, no insults. Harmony look a bit dazed to you guys?"

Willow frowned thoughtfully. Cordelia shrugged, "Oh, who cares. It's just Harmony."