Buffy was staring into her drink well this night's a lot of fun. Clark is out patrolling he has had his hands full lately. Buffy tried a couple times to help by knocking them all out but couldn't stand killing them so she stopped helping. Buffy looks over and sees Xander and Chloe talking she wonders what they're talking about.

Xander is getting his stomach together which is causing Chloe to laugh. "Have I mentioned how glad I am that my inner turmoil is giving you a good laugh."

Chloe shrugged. "I just think you're making a big deal about nothing… And is that Kennedy making out with a girl."

Xander looks over and sees it. "Yeah and as her friends it is our contractual obligation to get Buffy and give her a hard time about it."

Xander pulls Buffy along which she'd really rather not do. They get closer and see it's anything but a friendly kiss. They see a redhead in a pink sweater sucking down on Kennedy's neck.

Willow sees the gang all here and retracts her fangs going back to green eyes. "Busted huh"

Willow threw Kennedy at Chloe knocking her down.

Kennedy smiled and muttered. "She gave me a hickey."

Chloe rolls her eyes how come every time one of her friends gets bit it always falls on her to clean up the mess. She watches as Buffy and Xander chase Willow out of the bronze. Willow holds her hand open as blue energy expands out of it into a ball. Willow throws it behind her and Buffy sees it and immediately pushes Xander out of the way as the ball hits her and knocks her into the wall knocking her down.

Xander gets up and checks on Buffy letting Willow get away. "Buffy, How many fingers?"

"You're using both hands to shake me awake Xander." Buffy countered.

Xander chuckled seeing that he is. "Well… I panicked. Are you OK?"

"Whatever that was I think it was meant to just keep us away from her." Buffy answered. "Come on let's go make sure Kennedy is alright."

Xander nods as he follows Buffy back. He wonders who that vampire was and Clark's probably going to rip her in half when he gets his hands on her.

Buffy walked Xander and Chloe to the hospital with Kennedy and afterwards went to Giles she has a feeling he should know about the vampire that knocked her on her ass.

Giles stood worried. "This vampire nearly drained Kennedy and didn't built up a sweat getting away from you."

Buffy shakes her head no. "That was the weird thing. She just left I mean it could have gone six degrees of bad especially to Xander because he was defenseless. But she just ran off it was almost like she was playing with us."

"Do you remember what this creature looked like?" Giles asked.

Buffy grabbed a pencil and piece of paper only to have Giles take the paper off her. "Twelfth century." He hands more modern paper and colored pencils.

Buffy moves in a blur and in thirty seconds she has several fully colored pictures of Willow. "This is the vampire we're looking for. See if you can find anything about it."

Giles nods. "Well I am a watcher. It's my job."

Giles sees Buffy out and says bugger to one vampire. He goes right back to work trying to figure out a new translation for what he's reading because it can't be right. Giles works on the translation again and to his frustration he gets the same thing he's translated from three different languages though he's still missing pieces. He translates and gets the same thing. "Damn"

Giles just angrily rips the paper up and throws it into a trashcan with multiple other copies that all say the same thing. 'In two days the Slayer will die and the skies will howl in fury from his death.' It's such a precise death certificate that they even got Clark's gender right.

Buffy was over at Lex's house next morning. Buffy figures another set of eyes can't hurt anything and honestly this red headed vampire scares her. Lex smiled seeing Buffy come in. "Buffy what brings you at my door this early."

"I need a favor." Buffy replied. "And I know you're probably sick of doing them for me but I need help."

Lex smiled. "Buffy its OK I can tell whatever this is it has you really upset."

Buffy nods and hands him a picture of Willow. "Thanks Lex, I just want to know who this person is. Do you think you can do that?"

Lex nods. "I'll look into it immediately."

Clark walked into the library things are getting out of hand out here. Last night alone he had to slay a dozen vampires. He comes in and sees Kennedy with a bandage on the side of her neck. "Oh my god what happened?"

Kennedy was rubbing her neck. "I'm fine Clark the medics gave me a pint of O neg and a shot of iron just to be safe… It actually kind of felt pretty good."

"How did a vampire get close enough to bite you in the first place?" Clark asked

"She was a cute redhead in a pink fuzzy sweater and miniskirt. Who the hell would have gotten creature of the night from that." Kennedy defended herself.

Buffy handed one of her pictures to Clark. "She also knocked me down on her way out of the Bronze."

Clark took the picture and just stood there silent looking at it.

Giles studied him carefully. "Clark do you know this girl?"

Clark shakes his head. "No, I've never seen her before in my life. I'll look for her tonight. Is there anything else?"

Giles wasn't telling him about the prophecy there has to be a way around it. "No, that's it."

Cordelia was in the gym practicing for cheerleading for the baseball team. She turns to the boxing supplies and sees Clark in gloves going to town on a punching bag. Considering how Clark is going to town on it, she almost thinks it killed his father since she has never seen him so angry. "Clark"

Clark ignores her and keeps punching the bag.


Cordelia sees that he's ignoring her and just shouts at the top of her lungs "CLARK!"

Clark just delivers one last punch and knocks the punching bag and hook off as sand scatters since Clark punched through the bag as he turns to Cordelia. "What!"

Cordelia just backed up startled. "Easy big guy you're about to snap, crackle, and pop."

Clark just rolled his eyes a Cordelia Chase intervention he'll pass on this. "I'm fine Cordy."

"I don't think the punching bag or the ceiling will agree with you." Cordelia quipped.

Clark took the gloves off and threw them to the floor. "Look Cordy up until about 20 seconds ago I was nothing but eye candy to you. So I don't think I'm going to be having this big Dr. Phil moment, least of all with you."

Cordelia stared she's not letting it go. "Listen dumbass it might not be me but it has to be someone, either one of your lame little friends, the new librarian, or that college girl you always hang out with. You need to get this out of you because considering what you did to the bag it's only a matter of time before you lose control on something living."

Clark stood there letting Cordelia's words sink in. He also watches as something very bizarre happens to her. Clark can't believe what he's seeing as it takes hold and he just bites his tongue. "Cordelia, you weren't involved in any chess club hazing lately?"

"As if I ever would, why?" Cordy asked.

Clark just looked away. "You might want to look into a mirror."

Cordelia pulled a mirror out and looked into it simply shocked. Gone were her very, very fashionable clothes and replaced with overalls and a braided ponytail with long rimmed glasses. "Ah one nice thing and this is what it turns into."

Clark looks at the floor and sees a swarm of spiders. "Somehow I think that was just the beginning."

Cordelia wasted no time and jumped on Clarks shoulders. "Oh gross squash them."

Clark sighed and just effortlessly stomped them out. He loved spiders although considering how one of the classmates is reacting he thinks he knows what's going on.

Cordelia hopped off Clark and instantly removed the ponytail and threw off the glasses. "Ok what the hell is going on?"

"Go to Giles tell him everyone's worst fear is coming to life." Clark instructed as he grabbed her cell phone.

Cordelia took off as Clark dialed a number. "Hey, look I know this is probably like four o clock in the morning to you but… can we talk?"

Cordelia stormed into the library this is one weird place. "OK so does anyone want to tell me what's going on here?"

Xander looked up at Cordy in the library and smiled. "The devil's learning ice skating, pigs are getting into the cockpit, cats and dogs are living together all because Cordelia Chase stopped by and paid us a visit in some ugly pants."

Cordelia smirked seeing the spell have a unique effect on Xander. "At least I have pants Harris."

Harris looked down and saw he was in a white T-shirt and boxers and swiftly covered up. "What the? How"

Buffy and Chloe's face both are practically glowing red as Xander runs out of the room.

"It's been happening all over people's worst fears are coming true. At least that's what Clark told me to tell Giles." Cordelia finished. "So are you all in a gang or something?"

"Something like that." Buffy finished.

Cordelia nods. "Well I'm going to go back out there I can't wait to see what comes up next… Though I might be dragged away by the chess club."

"Woe is you." Chloe finished.

Buffy smiled until her beeper went off and she saw Lex's number. "OK I have to take this."

Clark walked up to the hotel enjoying the old tradition of hooky. He walks up to the motel room and lifts the rug and takes the key that was scotch taped to the bottom of the rug. Clark opens the door and walks right in closing the blinds and blocking all sunlight from entering the room.

Tess enters the room and takes out a bag of blood and a bottle of red bull. She pours half the red bull down the drain and pours the blood into the can before shaking it up a bit mixing the two. "Don't judge me I need wake up blood. So why did you need to see me?"

Clark sat down and ran through the situation with Tess. Tess sat there and listened to every word until Clark was finished.

Tess sat back on the couch dressed in a robe. "So what's Willow your worst fear or the genuine article?"

Clark frowned and sat back with her opening a soda. "She's real."

"Sorry" Tess said knowing what Clark has to do now. "So how did she get by you?"

Clark took a drink and was ready for Tess to unleash hell on him. "She didn't get by me… I let her go."

"So that's why you tried to stake me when you dreamt about her?" Tess asked.

Clark ran his fingers through his hair. "I saw her lying on the bed she looked so peaceful like she was asleep but I touched her and I knew. I knew she was gone. I just held her and I cried, I begged her to come back to me. And then I checked her lips and I saw blood on them. Carmella made her drink so I burned her to ashes for it. But I didn't kill Willow I tried I had the stake over her heart but I just couldn't do it so I left her a note telling her to stay out of my sight for the rest of my life and I took the Star of David I gave her for our last anniversary so I could always have something to remember her by. You hate me right now don't you?"

"No, never" Tess assured him as their faces moved closer together. "You were a 15 year old in a situation way beyond your control and what you could handle. The fact that you're not in a mental asylum right now shows me the kind of man you are."

Clark and Tess kiss and the passion between the two continues to rise. Tess climbs on top of Clark as the two keep kissing Clark moves his hands to Tess' thighs and up to the small of her back as she moans and jumps off recoiling as she let's out a growl as she covers her face with her hands. "Son of a"

Clark walked up next to her. "Tess, are you alright?"

Tess nods showing her vampire face. "Yeah it's just when I'm… aroused I have a hard time controlling my game face… and you shouldn't have to touch me when I'm like this."

"Oh" Clark cupped her face in his hands and ran his thumb through her bumps and kissed her again. "I didn't even notice."

Buffy walked up to Luthor mansion. She walks into the room and sees Lex in a heated argument with someone on the phone as Lex just waves her to come in.

"Where I stay is my business and my business alone. Nice talking to you."

"Ex-girlfriend" Buffy said more like a question.

Lex chuckled and shakes his head. "No, my father wants me to get out of Smallville."

"Didn't your dad send you here as punishment for something?" Buffy asked remembering past conversations.

"My father is a very complicated man." Lex answered. "The less I know about him the longer I don't have to sleep with one eye open."

Lex walked to his desk and handed Buffy a manila folder. "I found your girl it wasn't that hard."

"Who is she?" Buffy asked.

Lex opened the folder and started to explain. "Her name is Willow Rosenberg. She was a sophomore at Hemory. The strange thing is according to this our little Ms. Rosenberg died about six months ago."

Buffy shrugged. "She seemed to have no problem moving around last night. Anything else you can tell me?"

Lex flipped through pictures. "Not really, she was a computer wiz that dated far beneath herself."

Buffy took the picture and looked at the goofy looking giant until she froze in her tracks. She and Cordelia are probably the only people in Smallville that would recognize that look. It's Clark's geek look. The same clothes he was dressed in the first day he came here.

Lex looked at her concerned. "Buffy are you OK in there?"

"He lied to me." Buffy answered the pain and hurt obvious in her voice.

"Who?" Lex asked.

"Clark" Buffy answered. "I asked him if he had ever saw this girl before and he looked me right in the face and told me no. He lied to me."

"I'm sure he had his reasons." Lex assured her.

Buffy nodded as she headed out back for school. "Thanks Lex you're a good friend but I have to go."

"Anytime Buffy." Lex assured her as she walked out.

Clark spent the rest of the day much calmer but pretty much a zombie through his classes. Chloe, Xander, and Kennedy couldn't get more then two sentences out of him and Buffy wasn't even trying. At the end of the day Clark simply walked out the building with Buffy set to go after him. Buffy is about to go into superspeed but there's too many people around as Xander approaches.

Xander laughs nervously. "So, uh, Buffy, I wanted to, um... There was this thing I wanted to ask you, to talk to you about."

"Okay, what's up?" Buffy asked

Xander counted that as a small win and led her to a bench. "Uh, let's go over here and sit."

Buffy studied him carefully this was getting uncomfortable to her. "Okay, now you're making me nervous."

Xander chuckled nervously. "Oh, no, no, there's nothing to be nervous about. Really, it's
silly. Ha, ha!"

Buffy: was waiting for his answer and needed to talk to Clark. "Well?"

Xander nervously got the words together. "Um... You know, Buffy, uh, Spring Fling is a... time for students to gather and... Oh, God!" Xander takes a breath to calm down. "Buffy, I want you to go to the dance with me. You and me, on a date."

Buffy is left speechless. He's her Xander shaped friend and she knows how Chloe feels about him. "I-I don't know what to say."

Xander waited for her answer. "Well, you're not laughing. So that's a good start. Buffy, I like you. A lot. And I know we're friends, and we've had experiences... We've helped fight some meteor freaks along with blood-sucking fiends, and that's all been a good time. But I want more. I wanna dance with you."

Buffy shakes her head. "Xander, you're one of my best friends since the sandbox. You and Chloe..."

Xander shrugged. "Well, Chloe's not looking to date you. Or if she is, she's playing it pretty close to the chest." He laughs nervously.

"I don't want to spoil the friendship that we have."

Xander shrugged. "Well, I don't want to spoil it either. But that's not the point, is it? You either feel a thing or you don't."

Buffy looked down a moment, then back up. "I don't. Xander, I'm, I'm sorry. I-I just don't think of you that way."

Xander smiled weakly. "Well, try. I'll wait."


Xander got to his feet. "Nah. Forget it. I'm not Clark. I mean, I guess a guy's gotta be able to lift a truck to make time with you."

Buffy glared at him and he comment about Clark. "That's really harsh."

Xander frowned. "Look, I'm sorry. I don't handle rejection well. Funny! Considering all the practice I've had, huh?"

Buffy pouted she didn't see this one coming. "Xander, I'm sorry, I don't know..."

Xander cut her off. "You know what? Let's just not."

He goes into the building with his head hung low. Buffy exhales, turns and watches him leave.

Early in the night Clark is playing with the Star of David in his hands. He's here for a very exact reason. He knows Willow will be here he just has to stay put. Clark watches as the bushes riffle apart and the vampire witch shows herself. Willow smiled seeing him. "Oh where's my big strong woodsman?"

"Go to hell." Clark replied.

Willow smiled at him in her black leather and red lace get up. "So no snuggling then huh?"

"I don't kiss demons." Clark informed her without even changing an expression.

Willow chuckled. "Is that a fact? Red head, vampire, she has seen you naked I'd say you just found a substitute for me and brought the good girl routine."

"You don't know the first thing about her." Clark replied.

"I know that she loves you." Willow countered. "She tried to kill me when I tried to bring you back to me in the motel room."

Willow walked in a circle around Clark. "So stray question. Most of the people have seen their worst nightmares by now. So why haven't you?"

"Because my worse nightmare is currently walking in circles around me" Clark replied in a somber depressing voice. "I failed you Will, I failed you."

"Why you gotta be like that?" Willow asked.

"I tired to save you." Clark answered. "But I-I couldn't, I asked Tess about restoring your humanity but Tess' family wiped out the clan that made those spells." Clark pulled out a stake and just tightened his grip on it. "This is all I can give you now."

Willow's eyes glowed black. "Put the stake down."

Clark does as instructed to his own surprise. "How did you?"

"The Seed of Wonder" Willow answered. "A very powerful source of magic located in the Master's Lair. The right witch gets her hands on it well endless possibilities reality rewritten you know the drill. Come over here."

Clark walked to her and Willow smiled giddy. Willow slid his jacket and shirt down to his shoulder and just smiled as she licked the side of his neck. Willow vamped out as a small hand grabbed her shoulder and she was sent flying through a tree and to the floor.

Buffy caught Clark on the way to the floor as Willow's hypnosis wore off. Clark got back to his feet and they saw Willow running off. Buffy went to go after her but Clark stopped her.

"No, let her go. If she hypnotizes you we're screwed."

Buffy stopped in her tracks magic sucks it's supposed to be lights and tricks done by overpaid hacks. "Then you can tell me the story of the two of you."

"There's no story." Clark replied.

Buffy just looked him in the eyes. "Wow and I thought I was good."

"Good at what?" Clark asked.

Buffy frowned. "Lying I know exactly who she is and you just sat there and lied to my face."

Clark rolled his eyes. "It's complicated."

"I'm a smart cookie explain it to me." Buffy quipped.

Clark just threw a stake down and got himself together. "I could spend here to Judgment day explaining and you wouldn't understand it."

Buffy watched as Clark started walking for the library. "OK how the hell would I not understand?"

"Because you don't trust anyone Buff." Clark replied. "You don't let anyone in. Which means that you never saw someone who you trusted completely dead because they knew you. Your own friends who have known you for years don't even have the slightest clue about who you really are. Me and Willow we were each other's whole worlds we trusted each other with everything. You have no idea what it was like seeing her there dead and knowing it was because a vampire had a problem with me and took it out on her. You don't trust anyone Buff the only reason I know is by freak luck."

Buffy frowned and the rest of the walk was to the library in silence.

Clark and Buffy walked to the library and saw well not the usual band of scoobies as Xander calls them. They see Buffy's dad, Giles, and Ms. Calendar the computer teacher that helped with the computer demon.

Giles was telling everyone. "It's clear. It's what's gonna happen. Uh, it's happening now!"

To Clark's surprise Tess moves into the light to read the Codex.

They head toward the office.

Tess can't believe it right down to his gender. She didn't agree to help a lost cause. "It can't be. You've gotta be wrong."

Giles shakes his head. I've checked it against all my other volumes. It's very real.

Clark and Buffy stick to the shadows

"Well, there's gotta be some way around it maybe in the books." Jonathon offered.

"Or online maybe there's a new age medallion your old books don't know about yet." Jenny supplied seeing how much this is tearing apart Giles.

Giles went to cleaning his glasses. "Listen. Some prophecies are, are a bit dodgy. They're, they're mutable. Clark has, has already thwarted them time and time again, but this is the Codex. There is nothing in it that does not come to pass."

Tess slammed her hands on the table leading it to crack. "Then you're reading it wrong."

"I wish to God I were!" Giles shouted at the vampire even knowing what she could do to him. "But it's very clear! Tomorrow night Clark will die in Smallville."

Author's notes

Thanks for the reviews.

The episode that introduced Ms. Calendar was just too boring for me to write on. I'll give a rundown next time.

Up Next: Clark's decision.