Disclaimer: Any and all QAF characters in my story were kidnapped and forced to participate in my story against their will. Some will seem very Out of Character. However, afterwards they were brainwashed and their memories wiped of all events and returned to the very dusty shelf they were left on by Showtime and Cowlip and so forth. No copyright infringement is intended and no money was made during the writing of this story.

Dedication: This story is dedicated to Exquisite Rose who is also writing a B & the B version. Rose's is called The Monster's Heart and I invite you all to check it out too. As it is we both collaborated and decided it would be ok if I did a story too. I think you'll be pleasantly surprised and find that both our stories will be good but completely different. So check them both out!

A/N : A bit of a spooky, supernatural story here folks. No talking teapots! Rated T for now but may upgrade to M. I'll let you know.

BEAUTY AND THE BEAST

Prologue

A Fairy Story

Once upon a time, a long time ago (but not too long) and far, far away, (somewhere in Pittsburgh!) there was a tall, dark and devastatingly handsome man named Brian Kinney. He was educated and worked in advertising, which made him exceedingly rich.

And in spite of all these things, it was all wasted. He got no pleasure out of his wealth. He bought the best of everything of course, He spoiled himself with Armani clothes, Italian furniture, the best computers, kitchen equipment in his home. All of which, (except the clothes) he never used but simply had, like a status symbol.

Brian was a workaholic, working at Vanguard Advertising Agency. He would often use supermodels in his campaigns. He valued beauty over all else and insisted that sex sells.

And so, over time, Brian became cold and cruel, narcissistic, and shallow. He loved looking in mirrors and eventually stopped hanging out with 'the old gang' although he'd still go to Babylon when things got hectic. He was still the Stud of Liberty Avenue after all! But he only really hung out with guys as beautiful as him.

Then one day, in his 29th year, a blond man knocked and walked into his office. He wanted Brian to work on a campaign for his new skin cream that he was going to call Inner Beauty. And he wanted to be the spokesmodel.

Brian was repulsed. The man was disfigured, blemished and ugly. He would have been blond and handsome but he had a burn scar around his left eye, down his left cheek and down his neck. The left eye was a pop-eye. There was a huge boil in the center of his forehead and another, even more fantastic one on his nose, enlarging it. He had a cleft lip, and a strange burning away of his lip on one side that revealed the tendon that attached his mouth to his cheek muscle and bone.

Brian listened to the man`s proposal pretending to be interested, nodding and steepling his fingers. Then the man finished and smiled in what should have been a winsome way. Instead, it looked like something from a carnival funhouse.

Brian took a deep breath, threw his head back and laughed, long and hard and deep. He berated the man for wanting to be a model, suggested he use his own skin cream before peddling it, and then heaved his considerable bulk up and grabbed the man by the collar and the back of his pants and threw him out of his office. (Since he had stopped hanging out with Mikey, he had spent the extra time at the gym and bulked up considerably.

As he was dragged toward the door, the man warned Brian not to judge him or his cream by his outward appearance for that true beauty lies within.

Brian just laughed harder and threw him bodily out of his office, called security and made sure he was ejected from the building as well.

That night at Babylon, Brian was on his third Beam and recovering from his second trick of the evening when the man walked in. He was dressed stylishly but not too revealingly as if he knew he would not impress anybody there. And indeed, his face was so off-putting to the oiled and vain men who came to Babylon, that all who saw him, sneered at him and turned away from his face in disgust.

The man grinned in a genuine way that was hideous to behold. He did not care what anyone thought. Well, there was one. He saw Brian, waved, walked over.

"Good evening Brian."

Brian looked off in the distance and pretended the man was talking to someone else. How DARE that man stalk him much less speak to him in public!

"I'm not stalking you. I simply thought I'd seek you out in a more relaxed atmosphere and see if you'd reconsider my account."

Brian sighed and turned to the repugnant man. "That's basically what stalking means," he said coldly.

"I'd prefer to call it a "creative business strategy." The man smiled engagingly...and terribly.

"The answer is most definitely no," Brian said simply. "Now get away from me. You're a trick repellent."

"Not as much as you might think. Be careful Brian. There is more to love than tricking. And there is more to me than meets the eye. You shouldn't take such stock in appearances alone."

"News flash dude! That's all everybody does! Oh sure, they all say, don't judge a book by its cover but everybody does! Imagine you are faced with a book with a plain brown cover, old and worn. Next to that, the same book, only with a jacket with some sort of bright artwork on it. Which one do people pick up? The one with a jacket, almost every time!"

"And yet, within the older, plain book, may be an autograph from the author. And the reason for its age may be because it is a first edition, making it much more valuable than the one with flash. And you are right Brian, so many are distracted by the flash that they will miss picking up such a treasure right in front of them."

Brian huffed in frustration. There was no arguing with these types of freaks.

"Well, I see we cannot do business. Ahh well... you shall miss the money I could have made you! But perhaps if we cannot do business, we can do pleasure. Dance with me!" He held out his hand in invitation.

Brian laughed loudly. "Dance!? With you? Don't be ridiculous! My reputation would be ruined, if it hasn't been already just by talking to you. Get away from me, you freak! And take your inner beauty with you!"

"I warn you a third time, do not judge by my appearance. Look at me, Brian, really look."

Brian only laughed at him again and turned away to order another Beam.

When he next turned back, the laughter strangled and died in his throat.

The man's face was rippling and shifting as if his features were made out of modeling clay. There was a major shift and all the man's ugliness was smoothed away. The boils vanished and the burned and scarred tissue smoothed away. The cleft in his lip vanished and his mouth was restored. His clothes grew dazzling white and transformed into stunning white leather pants and a blinding whit wifebeater tee, the antithesis to Brian's black one. His muscles grew out a bit and he grew to Brian's height, 6'2".

Standing before him now was a stunning specimen of man in perfect club clothes. He was blond as he was before but his cut was better. He had a strong jaw, a cleft in his chin and classical features. His eyes were green with thick lashes. He was perfect.

"Oh my God! What did Anita give me!" yelled Brian.

"Anita gave you only the usual. And as of now...you're straight and sober!" the man said definitively.

Brian blinked. The drug induced euphoria and haze had vanished and reality invaded with noise and sharp edges. The thumpa thumpa music seemed suddenly annoying.

The man waved a hand. Time stopped. The people froze, the music stopped. There was blissful silence.

"There, that's better. That was annoying , wasn't it?"

"How did you know I thought that? Who ARE you anyway?"

"I'm your guardian. Think fairy godfather without so much of the...father part. I've been watching you since you were a small baby Brian. So far, I have watched you without interference but I cannot sit idly by and watch you turn into this Beast any longer. I have warned you three times and now I must intervene."

"What do you mean, beast? I've never looked better." Brian whipped a small pocket mirror out of his jeans and checked. Phew! Even his eyebrows and teeth were perfect. As he expected.

"That's true. You're also ruthless in your business, superficial, cold, cruel, and hard hearted. All you know is mindless fucking. There is no love in your heart. You may look good Brian, but inside you're a monster! And this must not continue! You must pay!"

"Pay!? Hey, if this is because I threw you out of my office or your cream, I'm sorry. I didn't mean it. Why don't you come back tomorrow...looking like this and..."

"Have you yet learned nothing?" the fairy said incredulously, "One...there is no cream Brian, that was just to gain entrance to see you...and two...it is not how you treated me but how you treat all your fellow men who you view inferior. As of tonight, I believe that is practically everybody. From this day forward, YOU shall be judged inferior! Your inside shall match your outside nature and you will be a monster. You will be a Beast! Medusa's curse shall be your's! And only true love shall break it!"

Brian's face grew uncomfortably warm. Chunks of his beautiful chestnut hair began falling out. His mouth felt unnaturally full.

"Wha's – what's happening!?" his voice came out in a growl. He whipped out his mirror again. His eyes widened in terror.

He had a boils and scars and a burn mark over half his face. The other half looked like an acid burn and his mouth was stretched away and exposed the tendon, just as the man's had been. He had a cleft lip and sharp fangs grew out before his eyes. He watched in horror as his hair continued to fall out by the roots. In a few minutes he was bald. Moreover, tattoos of snakes and knives and snarling animals appeared on his face, neck, chest and arms, each one more hideous that the one before.

And then, the very worst happened. Out of his now bald head grew new hair. But it wasn't hair. He could feel it itching and squirming and moving as it grew. He screamed and dropped his mirror. It smashed on the ground but it was of no major concern. He would never use it again.

Out of his head grew snakes. Red ones, yellow ones, and green ones. He felt a few grow out of the sides of his head, right above where his sideburns grew out heavier. He even felt a few grow out right out of the sides of his temple. The feeling was both exquisite and terrifying and tortuously slow and painful all at the same time. He screamed again, as the snakes sloooooowly grew out there. The rest of them were growing out slowly and torturously as well. He never saw them but he heard them hissing, felt them moving twisting around each other for support and comfort. The two that grew out of his temples, twisted themselves once around his ears and then hung down like living, macabre earrings. A few of the ones growing out of his bangs area dropped down and twisted themselves to stare into Brian's wide and terrified eyes. They hissed and opened their mouths to reveal fangs dripping with poison. Their forked tongues stuck out and caressed his forehead in feathery touches. It tickled. It was hideous.

Brian screamed in supreme terror and shook his head and danced around. "GET THEM OFF! GET THEM OFF! GET THEM OFFFFFFFFF!" he screamed.

This only excited the snakes and made them dance around crazily. Fortunately they all seemed to like him and did not strike.

"I cannot," said the fairy guardian, "I told you. I have cast the Medusa Curse upon you! Your outside matches your inside. And only true love can break the spell! You are a monster now Brian. My ugliness has become yours and more. Whoever looks upon you full in the face and feels any type of fear, will turn to stone!"

"Wait! If anyone who looks on me turns to stone, how am I supposed to get anyone to fall in love with me?"

"Brian! Calm down and listen to me! It's important and my time with you is nearly finished. I said whoever looks upon you in fear will turn to stone! AND...if you look upon yourself full on in a mirror, you yourself will turn to stone! Do you understand, Brian? This will be tantamount to your suicide and death! Do you understand!?"

"Yes...," Brian said sulkily, "But I still don't understand what to do. How am I supposed to get someone to love me if they can't look upon me!?"

"That you must figure out for yourself. Use your brain. Grow a heart. Seek to use the beauty that is inside you. Beauty you have buried deep inside."

The fairy reached out and grasped one of his forearms. He slid his forefinger down his arm and a tattoo appeared. A single mark of beauty, a tattoo of a rose appeared and below that a tattooed row of numbers. Astonished, Brian watched as the numbers began to count down.

"You have one year starting now. If you can find someone to love...truly love...and earn their love in return, before the countdown is finished and the last petal of the rose falls...You will regain your former beauty. If not, you will remain in this ugly state forever."

The fairy whipped a card out of nowhere. "This is the address of a house in West Virginia that you can reside in, in relative seclusion except for who you choose to be with to help break the spell. Good luck, Brian. I'll be watching!"

The fairy guardian squeezed Brian's hand one more time, stepped back, faded away, and vanished.

"NO! NO! Come back! Come back! You cannot leave me like this! This is cruel and horrible! You cannot leave me like this!"

"The way you are cruel to others when they are fat and ugly..." the thought popped into his head.
Thumpa...thumpa...thumpa... And then time started up again and the music pounded and the din of laughter and conversation was deafening.

Brian turned to the bartender. Charlie! Help! You gotta help me! You gotta...!"

Charlie turned white. "Holy Fuck! Where did you come from!? What the hell are you? Whaaaaat...Whhhaaaaaa..." And Charlie began to glow a bright white, matching his pale white face and growing even whiter all the way over. Then the glow died and there was Charlie turned into a white, marble statue!

Brian gave a groan of supreme misery and he snatched the card the fairy had left him off the counter and fled. He tried to keep a low profile but it was no use. The club was too crowded. Guy after guy bumped him, spun, caught sight of him. Scream after scream rang through the joint. More and more guys caught sight, and turned to flee, too late, only to be caught in the spell and transformed. Attention was caught like dominoes. In horror and humiliation, Brian fled Babylon leaving two rows of white statues in his wake and even more, dotted all throughout Babylon.

TBC