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italics= thoughts

Rise of the Ultimates Volume One: Origins Volume One, Issue Three "The Hangover"

Summers' Garage

Xander groaned as he woke up. His body was sore and he was laying on a hard cold surface. Sitting up he opened his eyes and looked around him.

Where am I?

He was in a dusty garage, morning sunlight streaming through windows set in the top of the garage door providing illumination. His costume was half off and lying nearby were two other people. One he didn't recognize, although he was dressed like Wolverine. The second he recognized after a few moments when he realized that her hair must have been dyed or something.

Cordelia as a blonde? Now that's new.

"It is good of you finally wake, Sir. There is much to be done."

A voice Xander didn't recognize, vaguely British and with a faint hint of digitization, rang out in the garage. Blinking in surprise Xander turned towards the sound of the voice, finding a strange pyramidal device with blinking lights sitting in the middle of the garage.

"Wh-what are you?" He asked in surprise.

"I am your primary operations AI, designation JARVIS."

At the sound of the name everything began to flood back. The memories from the night before, of becoming/being possessed by an incarnation of Tony Stark, memories of a life lived as a genius, billionaire playboy, of excessive drinking to drown his insecurities and worries, of allies and enemies, of a woman more dear to him than he could ever express. Memories of pain, of pleasure, of sadness and joy.

Xander gasped in pain and shock as the memories and knowledge that had been left for him overwhelmed his mind before he passed out once more.

The garage was silent for several more minutes before the young man dressed as Wolverine sat up and put a hand to the side of his head.

"That is the last time I let you use an untested device on me Stark." He muttered as he shook his head to clear the fog. Then he blinked and looked around him before looking at the still clearly functioning device that Stark had cobbled together from pieces of his suit.

"Well this is awkward."

On the floor between the two young men Cordelia Chase continued to sleep peacefully, unbeknownst to them locked within a conversation between herself and the echo left behind by Emma Frost.

Sunnydale Hospital

Willow sighed as she hung the phone back up. She had called Buffy's house, and Xander's, and even Giles's, but she couldn't reach Xander anywhere. She hoped he hadn't gotten injured after he left her outside the bronze.

Sighing again she turned and began to wind her back down the hall of the Sunnydale Hospital to Buffy's room. When she had woken up last night in Joyce's living room after the spell ended she found a message on the answering machine from Angel. Buffy had apparently gotten concussion when he pushed her to the ground to save her from Spike and he had taken her to the hospital. Joyce had walked in while the message was playing and before Willow could think to look around for Xander the two had hopped into Joyce's car and gone directly to the hospital. They had been here all night, praying for Buffy to be ok.

"I told you mom I'm ok, I just tripped and hit my head."

Willow smiled as she heard Buffy's voice coming out of the room. Entering the room she found a petulant Buffy trying to fight off her mom as Joyce tried to check her to make sure she was ok.

"And I told you young lady that you are going to let me check you over to make sure there are no injuries the doctors missed."

Willow smiled at the antics between her friend and her mom. She prayed that wherever Xander was he was okay.

Summers' Garage

"Hey, hey wake up." Oz said as he shook Stark-

Xander, they said last night that his name was Xander.

-awake. "That's it buddy, wake up."

Xander sat up slowly and rubbed his temples.

"Remind me never to drink like that again, alright Logan?" He grunted out as he shook his head.

'Logan' snorted and sat back, chuckling at Xander.

"The name is Oz. Daniel Osbourne. I take it from you calling me Logan that you've still got a piece of the old man shoved sideways in your brain as well?"

Xander grunted as he nodded his head.

"That would be an affirmative. I feel like I've been on a three day vodka bender, and I've never even tried vodka before. How the hell do I know what that would feel like?"

Oz grunted and shrugged.

"It's all still a little fuzzy to me, I mean trying to understand the memories of last night with several lifetimes worth of memories shoved into my head isn't easy. What I do remember though is that you, well, the Stark-you not the you-you, decided to build a device and use it to somehow alter the effects of the spell to leave their memories behind to us."

"That's not all." Cordelia said as she sat up slowly.

Both boys stared at her for a few moments waiting for her to continue as she adjusted her clothes and fixed her hair. When she was done she let out a sigh and looked straight at Xander, looking straight into his eyes.

"Emma used her powers to leave memory bubbles in each of our heads, copies of their lives and experiences just in case Stark's plan failed. The echo she left me just spent the last hour helping me anchor those bubbles and stopping them from downloading. Otherwise you'd be dealing with two copies of those lives being shoved into your heads."

Xander stared back into her eyes, surprised by the quiet confidence there and the lack of the bitchiness he had come to characterize as distinctly Cordelia.

"Wait, what did you just say?" Oz asked, not being as distracted by Cordelia's eyes as Xander was.

Cordelia smiled faintly.

"I said Emma's echo just helped me anchor those bubbles."

Oz blinked at her.

"Are you saying that you don't just have her memories, but her abilities as well?" He asked.

Cordelia blinked and cocked her head.

"Um, yes. Oz, right? I'm sorry…I caught some glimpses of your psyche while I was anchoring the bubble."

Xander paled as he realized that meant Cordelia had probably glimpsed his psyche as well. As if reading his mind, which he admitted was quite possible given the revelation she had just made, she turned to return her gaze to his. Again he found himself disappearing in her deep brown eyes.

"I'm sorry to interrupt Sir, but scans of communications indicate that the owner of this home and the humans identified as Buffy Summers and Willow Rosenberg are currently checking Buffy out of the hospital. They are likely to return here. It would be advisable to move this discussion to a more private location…unless you intend to bring them in on the secret."

Oz nearly fell over in surprise at the sound of the voice before letting out a yelp of pain as three metal blades suddenly came out of his hand. Cordelia likewise fell over in surprise and hit the side of Oz's van. Only instead of banging her head, she left a dent in the van's side panel as her entire body turned itself into glittering crystal.

Xander blinked and rubbed his head while his two new—friends he guessed was the best word—looked down at their changes in surprise.

"I think that's probably a good idea guys. It's not exactly safe to be walking around in public with foot long knives able to come out of your hands if you don't know how to control them, and I'm sure it'd completely ruin Cordelia's rep if she got spooked by a passing car and turned into diamond Barbie."

Cordelia shot Xander a mock glare before her body slowly returned to normal. Oz just grunted and withdrew the claws, watching in fascination as the wounds in the skin where they had pierced it from the inside healed up before his eyes.

Turning towards the device Xander paused before asking a question.

"So, JARVIS, you know who I am?"

"Indeed Sir. You are Alexander Lavelle Harris, heir designate to Tony Stark before his exiting this reality. Before the spell ended he left me a series of specific commands. Do you recall them Sir?"

Xander paused for a moment before repeating in a voice that was his yet not at the same time "Alpha Theta Three Three Stark Seven, Activate."

There was a series of flashes from the device before it closed itself up, becoming smaller and more compact in a pyramidal shape with red and gold paneling on the outside. It was three sided (not counting its base) and the top was flattened and held a triangular glowing panel that Xander recognized from the chest piece of the suit he had worn the night before.

"Inheritance Protocols Activated." JARVIS replied. "As designated by Anthony Stark in the case of his death or disappearance, authorization and access to all on-board databases—including all schematics and design data for Iron Tech—is hereby granted to his heir designate. I am at your service, Mr. Harris."

The trio blinked at the transformation in the device.

"That was…unexpected." Oz said after a moment.

Cordelia glanced at Xander again.

"Maybe we should take Oz's van—this is your van right? We didn't just steal someone's vehicle last night?—anyways, let's take Oz's van and go somewhere more private to discuss this further."

She looked down at her hands, watching as they turned to crystal and then back to flesh several times as she tried to get a hang of her abilities.

"I live alone in an apartment." Oz supplied. "It's got enough room, and there's a diner close by we can get some food at. I don't know about you but I'm feeling really hungry right now."

As if to emphasize his point his stomach growled, followed shortly by echoes from Xander and Cordelia.

"Agreed." Xander said quickly.

"Likewise." Cordelia said as she got to her feet.

Quickly the trio carried the device housing JARVIS into the van. Cordelia slid into the passenger side front seat while Oz got in on the driver's side. Oz noted how the shocks and his seat seemed to sag more under his weight and the weight of Xander's disassembled suit. Xander ran inside quickly to return Joyce's laptop to her living room and left a brief note before returning and hopping into the back of the van.

"Ok, let's get going." he said as he closed the side door of the van behind him.

Cordelia flashed Xander a small smile while Oz turned on the engine. He was just about to put the van in reverse when something occurred to him.

"Could someone get out and hit the garage door opener?"

Xander laughed.

Oz's Apartment

Forty five minutes later the trio sat in the kitchen of Oz's ground floor apartment, chowing down on the food they had picked up as takeout from the diner Oz had mentioned. Cordelia had paid for the meal, surprising Xander with her generosity before she informed him that they couldn't think well on empty stomachs and so it was in her best interests to get them both fed, before they carried it back to Oz's apartment. His parking space was directly in front of his apartment, so the trio had easily carried in the device hosting JARVIS and the remains of the suit that had not been used in its construction into the apartment, setting them in the living room.

Sitting on the table before them now was the remains of what had started out as thirty buttermilk pancakes, ten blueberry pancakes, twelve eggs (scrambled with cheese), twenty rashers of bacon and an equal count of sausage.

"So," Oz asked as he chowed down on his portion of the meal. "Am I the only one wondering why our appetites are so large this morning?"

Xander shook his head and wiped his mouth with a napkin before replying.

"I think our bodies just need to replenish spent resources and energy that were consumed in our transformation. I don't think our appetites will remain this high, but it's likely we will spend the rest of our lives with heightened metabolisms and thus heightened appetites. After all, we've all been affected by a powerful mystical force, and on top of that both of your genetics have likely been altered."

Cordelia looked at him in confusion for a moment before her abilities picked up the echo of his thoughts. Blushing, she absentmindedly twisted a strand of her now brilliant white-blond hair.

Oz nodded at Xander's explanation and went back to cutting up a stack of five pancakes liberally coated in maple syrup. The trio returned to eating in silence until they were all pretty much full.

"So…" Cordelia began, breaking the silence. "We have powers…we have the memories of people who lived at least twice as long as we have, with all their knowledge and experience and skills."

She smiled and looked at her two co-conspirators.

"The question before us is what do we do now?"

Xander glanced at Cordelia, reflecting on both his own new memories and what they told him about her, and about Emma Frost. He thought for a few moments before realizing that going off impressions and memories wasn't enough to make a decision.

"Why don't we start by just talking, by getting to know each other, to know who we really are, our motivations and dreams and desires, our likes and dislikes, our hopes and fears?"

Oz smiled and nodded agreement after a moment.

"I'm game." He said before letting out a belch.

Cordelia laughed at that, a sound that to Xander wasn't the bitchy mocking laugh he had come to expect but something richer, more real.

"Works for me."

With that the trio moved into Oz's living room and took seats around his coffee table. They spent the next four hours just talking, getting to know one another for who they really were. Oz admitted that he was always so quiet and laid back because his parents had been killed when their plane went down over the Pacific Ocean in a thunderstorm. Xander admitted for the first time to anyone besides Willow how his parents treated him at home, his dad's alcoholism and abuse, his mother's apathy. He admitted that he hid his intelligence in school both to avoid beatings from his father and because it gave Willow something to boost her confidence, that she could help him in school. And Cordelia, Cordelia admitted to Xander that at home she felt like a bother, like a reminder of something in her parents' past that they didn't wish to remember. She never wanted for anything except for the love of her parents. She admitted to reading comics when she was younger, before the pressures of her peers led to her to mock and ridicule the very things she had once sought comfort in. She admitted that she also had very good grades, and her bimbo personality in class was just to keep appearances up.

During this discussion Xander was fiddling with bits and pieces of his armor, taking down notes in a notebook Oz had supplied. While both of the pair had a degree of technical knowledge in their heads courtesy of their former guests, neither was ever certain of more than a fraction of what Xander was doing. Most of the knowledge in Cordelia's head was of a more financial, legal and business form, while Oz's was mostly military, survival skills, or general mechanics. Neither had much experience with Stark's technology, and thus were not quite sure what Xander was doing until around noon he closed up a panel on one of his gauntlets and announced "done".

"Done?" Cordelia asked curiously setting down her teacup.

Xander nodded, grinning in pride as he motioned towards his finished product. Sitting before him was what looked like a pair of form-fitting black gloves. On the back of each forearm was a red metal plate with a wire running out of the back and a repulsor lens facing forward over the wrist.

"I don't want to be helpless while patrolling anymore, and since I can't rebuild my suit at the moment without better tools and supplies I instead chose to rebuild part of what I didn't use in constructing the computer node for JARVIS into a pair of gauntlets to let me blast vampires. I figure a strong enough Repulsor blast should be enough to dust one, and if not it will at least knock them away long enough for me to shove a stake through their chests."

Oz nodded in approval.

"Nice. I like the design. It's sleeker than the ones you normally wear with the suit. How are you going to power it though? You're arc reactor is embedded in JARVIS at the moment."

Xander grinned and pointed at the third object he had been working on. It looked like several rows of glowing yellow tubes, about the size of a double-A battery and connected in a 4x4 grid with wires running off from either side to connect to the pair of 'gauntlets'.

"I extracted most of the capacitors from the suit parts and linked them together. I just need to buy a heavy duty vest to place them in and connect it to the gauntlets and I can power them for a night of vampire dusting. I'll have to plug them back into JARVIS to recharge it, but that shouldn't be too much of a problem. It should suffice for now until I can figure out how to get the money to buy better tools and materials and can rebuild my actual suit."

Cordelia looked askance at the string of glowing cylinders that made up the power supply for Xander's new gauntlets.

"Aren't those a little vulnerable like that?" She asked.

Xander smiled and leaned back on the couch.

"Not really. They are far sturdier than they look, and I intend to wear them inside a vest that I'll line with a few extracted pieces of armor."

Cordelia thought about it and shrugged.

"And the sleeker design, while not providing as much protection, will allow me to use them and still handle stakes and crossbows. It also means that I can conceal them in my sleeves, as long as I get a long sleeved coat or something."

Oz's stomach growling forestalled any further conversation.

"…I think maybe we should go get some more food before Oz's stomach tries to eat us all." Xander said after several seconds of embarrassed silence.

Cordelia's stomach growling in response cinched it.

Both of the boys laughed in response, with Cordelia sheepishly joining in a few seconds later.

Summers' Residence

Willow frowned as she sat in the living room, rereading the note Xander had left on the table. From the kitchen she could hear the laughter as Joyce recited a funny incident from the Halloween party she had attended in LA the night before, but she felt a deep sense of foreboding in her gut that dampened her spirits.

Sighing she began to read the note again.


Don't worry about me, I'm alright. I woke up when the spell ended and found myself in the kitchen with two others who my costumed alter ego apparently gathered with him. We decided we needed to recover from what happened so we headed to one of their houses. I'm going to spend the night there, I'll return home sometime tomorrow. I need some time to deal with what happened. I'll talk to you in school on Monday. I just need to deal with some things.


Willow sighed again. On the surface it all appeared fine, but she couldn't shake the feeling that she had missed something last night, that something had changed and by the time she learned what it was it would be too late to undo it.

Oz's Apartment

The trio sat once more around the table in Oz's kitchen, eating perhaps the biggest meal any of them had ever attempted in their lives. Between them at the table sat six large buckets of fried chicken and a multitude of sides, biscuits, butter and honey. To round it off they had six two-liters of soda, all fresh and chilled from the 7-Eleven down the street from Oz's apartment, the one situated conveniently next to the local KFC.

Cordelia took her first bite of the chicken and nearly moaned in orgasmic bliss.

"Gods, if an enhanced metabolism means I can eat like this every day then I'll consider myself blessed just for that alone. I can't believe I never tried KFC before?"

Oz just shrugged and continued to dig into his chicken like a ravenous beast. Xander chuckled and responded quickly before returning to making little sandwiches using biscuits, butter, chicken and honey.

"I'm going to go out on a limb here and guess it's because it would have made you get fat?"

Cordelia blushed.

"Yeah, that was probably it."

They spent the next half hour chowing down, making idle talk in between mouthfuls of a delicious all-American classic: the Colonel's Best. It was Xander who finally returned the conversation to the giant pink-polka dotted elephant in the room.

"So…now that we have these gifts…what are we going to do with them?" He asked, shifting mode from casual to serious.

Cordelia and Oz both put down their food, sensing the shift in mood and responding similarly.

"I don't know. I didn't have any plans before last night really, just my band and maybe college. I do think my abilities will probably give me a heads up hunting vampires." Oz shrugged.

"So you are interested in joining me and the others?" Xander asked. He had explained to Oz about the vampires and everything else earlier and Oz had been pretty relaxed about it. Oz had even commented that some things about his cousin made sense. A quick call to Oz's uncle had confirmed that his favorite little cousin was in fact a werewolf.

Oz shrugged again.

"Of course, man. I mean, how could I live with myself, knowing those things are out there and not doing something to stop them?"

Cordelia smiled.

"I know I've…left dealing with those things to you and Summers since I found out about them. And I know I never really said…thank you, for saving me that night in the Bronze. But now…I feel like something inside me has changed. I have these abilities now, yes, but I think…I think Emma left me far more of a gift. She left me her memories, all of them, her skills and talents. When I think back to last night I can feel her conviction, her determination to leave me something so I would never be vulnerable again."

Cordelia looked Xander straight in the eye, her determination clear.

"We all know that the world isn't a safe place. We know it better than most, knowing what we do about what goes bump in the night. But even without that, Emma saw something in our world that she knew we'd need an advantage over. We all know it. The heroes that are out there every day, and every night, saving lives. So are the villains, criminals with powers that would see them classed as meta-humans, beings with powers to rival even Omega-class mutants. Even without the darkness, this world has dangers."

She took a deep breath.

"And Emma, and Tony, they gave use the potential to stand in their world, we can hold our own. We have these gifts, these powers, and that is a heavy responsibility. And the way I see it, we have two choices. We can disappear into the wood-work; pretend we don't have these powers and try to live a normal life."

"Or?" Xander asked with a single raised eyebrow.

"Or we become heroes. We step up, and do what they did, use our powers to help others."

A smile slowly crossed Xander's face.

"And here I thought I was going to have to be the one to say it." He said, surprising them.

With that said he turned his notebook around so they could see what he had sketched out on the first page. At the top of the page were two words, and beneath them a stylized logo.

Avengers Incorporated.

"What do you guys think about starting a business?"

Oz and Cordelia shared a look before returning Xander's grin.

Rosenberg Residence

Willow sat on her bed after her shower. Her ghost costume lay bundled in one corner of the room and she stared down at the phone in her hands. She had called Xander's house, and his mother had said he hadn't returned yet. After a long glance at the folded note sitting on her nightstand she put the phone back in its cradle and laid back on her bad.

Where was Xander?

Oz's Apartment

"Well," Oz said. "This definitely gives us a good reason to join in with you Scoobies. It will be easier to conceal our activities and our new friendship if we are researching and patrolling with you. It should at least make them less suspicious."

Xander nodded.

"True. Of course, if the two of you don't learn to control your powers first the ruse won't last very long."

"What are you talking about man?" Oz replied. "We've got control of our powers."

Oz reached for one of the two-liter bottles of soda. Suddenly Xander slammed a hand down hard on the table. Oz jumped in his seat and his claws suddenly extended, spearing the poor bottle of Dr. Pepper. Xander snorted.

"Sure you do."

He turned to face Cordelia. She was just starting to return to being flesh from her diamond form. They both looked at him sheepishly.

"Like I said, you both need to learn to control your powers, or else you are going to end up outing yourselves, or worse, kill someone."

Oz and Cordelia both nodded as Xander flipped a few pages in his notebook.

"That said, I think the both of you should spend tomorrow meditating, and see if you can get control of your abilities. If you can't get safe control of them I would recommend calling in sick to school on Monday."

Finding the page he was looking for he made a few more notes.

"And if we really want to make our plan a reality, then we should start thinking up means of getting the necessary capital…and learning the relevant laws."

Cordelia smirked at Xander.

"Now THAT I can definitely help with."

Xander looked up at her.

"What? Queen Bee of the high school here. I'm not a dumb blonde like Summers, I paid attention when Daddy Dearest was busy with business dealings. I know a thing or two about business and the laws surrounding such. And that's without taking into account Emma's knowledge, or the admitted edge that my new abilities give me."

She winked at Xander.

"Like letting me know when a guy appreciates my eyes."

It was Xander's turn to blush while Oz got to laugh.

Summers Residence

Buffy danced in her room to her favorite song, thinking thoughts of Angel. She briefly frowned when she remembered how down Willow had been earlier after finding the note from Xander, but come on, it was Xander. Surely he was alright. They'd see him at school on Monday and all would be right with the world. With that self-reassurance she returned to dancing to her favorite song and thinking of Angel.

Oz's Apartment

The sun had already set when Cordelia and Xander decided it was time to head home. Oz volunteered to let Xander keep JARVIS and the remaining suit hardware in his house, while offering up an old vest of his dad's that just about fit Xander as a temporary harness for his modified repulsor guns. Cordelia's house was only a few blocks away, and Xander knew that his house was only a short distance beyond that. Knowing that, he had volunteered to escort Cordelia home, and was pleasantly surprised that she didn't respond with a mocking sarcastic comment.

He could really get used to this new Cordelia.

Or perhaps it was just the real Cordelia, given the confidence to show who she was inside.

When they finally got to Cordelia's house, thankfully without encountering any members of the fang-brigade, Cordelia stopped outside her front door and turned to face Xander.

"Well, I guess this is goodnight." He said, smiling at her.

Cordelia smiled back but seemed to be waiting for something.

"I guess I better be going then." Xander said when she didn't say anything, turning to walk away.


Xander turned to find Cordelia with her arms crossed, one eyebrow raised and an expectant look on her face.

"Aren't you forgetting something Iron Man?"

Xander blinked at her in surprise.

"After a date, the gentleman is expected to give the lady a goodnight kiss."

Xander blinked and then smiled, stepping forward to give Cordelia a light kiss on the lips before pulling back.

"Goodnight, Miss Frost."

Cordelia smiled and chuckled.

"Goodnight, Mister Stark."

As Xander turned and headed off into the night he heard Cordelia faintly behind him.

"Be safe Xander."

His good mood lasted until he got home and opened the front door of his house to find his dad, drunk and smelling of whiskey, waiting for him with his belt and a look of anger on his face.

"Where in the hell have you been boy? You never came home last night, and you didn't even bother to call to tell us where you were. Your mother was worried sick."

As his dad raised the belt Xander knew he only had one chance to stop things. With a sigh of resignation he raised both arms to face directly at his dad and spoke.


Blinding light flared within the Harris household.

Oz's Apartment

Oz was still cleaning up from the day's food binge, with JARVIS hooked into his Internet connection in one corner and plugging away at the tasks Xander had set for him earlier in the evening, when his phone rang. Setting down a plate full of chicken bones he walked over and picked the handset out of the cradle.

"Yo." He said, as loquacious as ever.

"Hey Oz, it's Xander. Listen, I kind of need a place to stay for a little while, mind if I stay with you."

Oz smiled sadly.

"Sure thing Xander. Do you need help moving anything?"

"…yeah, can you bring your van? I don't think I'm going to be coming back here, and I don't want to leave anything behind."

Oz nodded to himself.

"Sure thing buddy. I'll be there as soon as I can."

Oz hung up and looked around his apartment.

"Guess it's a good thing I put a futon in the second bed room last summer."

Chase Residence

Cordelia awoke to sunlight streaming through her window. She smiled softly, remembering the feel of Xander's lips on her own. It wasn't the wet, sloppy, greedy kissing she was used to from all her high school dates and boyfriends, it was simple and chaste but carried so much promise.

"Who knew that the doofus had so much potential within him?" She asked herself as she rolled out of bed, remembering what Emma had seen when searching his mind. "He may make a good partner. He's certainly worth exploring."

Getting to her feet she walked over to her closet and began to pull an outfit together, something concealing that she could use for her training.

"Now, where are all my whites?"

Outside the Harris Residence

Willow stared in shock as Jessica Harris slammed the front door in her face. The woman had been drunk and distressed, raving about a bright light and her husband kicking out that ungrateful son of theirs.

Willow was left wondering just what Xander could have done to get kicked out of his house, and where did he go?

Why didn't he call me for help? Why didn't he come to my house if he got kicked out? Where is he?

Oz's Apartment

Oz and Xander were both silent that morning as they ate several boxes of cold cereal between the two of them. Finally Oz spoke.

"So, what are you going to do now?"

Xander chewed his cereal slowly before swallowing.

"I don't know. Stay with you as long as I can I guess. Maybe get a job, or if JARVIS's research and Cordelia's ideas pan-out start the company and focus on that."

Oz took another bite of his cereal before replying.

"You can stay as long as you want man. The money my parents left me is more than enough to support me for the rest of my life if I'm judicious in my spending. It'll be more than enough to support the both of us for now. Don't worry about it."

Xander smiled wryly in thanks.

"Thank you."

"So, what are your plans for today?"

Xander looked down at his notebook and scribbled out another formula.

"I'm going to do my homework first. Once that's done I'll spend the rest of the day working with JARVIS to evaluate current technologies, to see what is feasible and what I may have to design and patent the hardware to produce before I can make it."

Oz nodded before taking a long drink of his coffee.

"What about you man?" Xander asked in turn.

"I'm going to spend the day here in the apartment, listen to some music, try to meditate and see if I can't get control over these reflexes. If I can safely control them then I can return to school with you tomorrow. Otherwise I'll need to stay home sick until I get the hang of them."

Xander nodded absentmindedly as he started to drift back into his notebook, his mind awhirl with equations and formulas, schematics of devices that felt as familiar to him as his own skin. He barely even registered when the phone rang and Oz answered a call from Cordelia informing them that she was driving into LA to people watch, and focus on harnessing her abilities. She was headed somewhere no one would recognize her in case she lost control and turned into diamond.

Eventually Oz finished his cereal binge and moved into his bedroom, closing the door and cranking his music up, letting it blast.

And through it all Xander delved into his mind, never realizing how extraordinary what he was achieving was, how much faster than a normal human mind he was thinking, of how far beyond normal his new ability to parallel process was. And as the day wore on his notebook became filled with designs and schematics as he began to prepare for his plans. He barely even registered when Oz left the apartment around mid-afternoon to go buy some more food.

It was late afternoon by the time Oz returned, carrying a supply of groceries more suited to feeding a small regiment than two teenagers. He had stocked up on bottled water, soda, energy drinks, rice, canned food, and an assortment of meats that he loaded into the fridge. It was the smell of him cooking up an entire pile of steaks that finally brought Xander out of his state of hyper focus and back to the real world.

"What smells so good?" He asked as he capped his pen and closed the notebook, now almost completely filled with formula, calculations and diagrams.

"My dad's secret recipe." Oz replied. "Special spice blend he cooked up in his college days, mixed with steak soaked in Merlot and fried in olive oil and garlic."

Xander stood from the table and walked into the kitchen, taking down plates , glasses and silverware and setting the table.

"Well, smells delicious, I'll give you that."

"Don't worry, it'll be ready in a few minutes and then we can eat." Oz replied as he moved two finished steaks out of the frying pan and added two more. "By the way, did you finish that homework you said you were going to do.?"

Xander looked up from where he was setting the table with a sheepish look on his face.

"Um, whoops. Looks like I got a little lost in my work." He replied. "I'll finish it after dinner."

Oz chuckled and finished cooking the steaks. As the two sat down to eat dinner they began to discuss things, mostly mundane. They were quickly discovering the beginnings of a potentially life defining friendship.

Rosenberg Residence

Willow lay on her back on her bed staring up at the ceiling. She had not heard from Xander all day, and none of his usual, or even unusual, friends had heard from him. Buffy, Joyce, Giles, Ms. Calendar, none of them had heard so much as a peep from Xander. The police had no reports concerning him, none of his old friends from middle school had heard from him. It was as if he had dropped off the map after the fight he had the night before with his father.

Fighting back the urge to cry, and the unshakable feeling that something majorly important had happened and she had missed it, Willow continued to stare at her ceiling.

Chase Residence

Cordelia smiled as she stripped off her long white coat.

The busy crowds in LA had been a challenge, both for controlling her instinctive defensive reaction of switching to her diamond form, and to her control of her mental abilities, both to shut out other minds and to pick out single thoughts from a mass of minds. In the end it had been worth it. She had had a few close calls where a sudden shock caused her to momentarily turn to diamond, but her choice of garb and some judicious nudges to people's minds kept her hidden. Ultimately she felt it had been the right decision, as she now felt confident that she could control her abilities enough to safely return to school.

Although she was certainly going to listen in on what people thought of her new image.

She smiled in the mirror as she slowly stripped out of her all-white outfit. Behind her she could see the many, many bags of new clothes she had bought, all in white of course. She wouldn't say she minded that little quirk Emma had left behind, after all Emma had been her hero and idol as a child.

Smiling as she stripped out of her clothes she idly wondered if the memories Xander had inherited had given him any talents in the bedroom.

Oz's Apartment

It was well after midnight when Xander finally went to sleep. Oz had fallen asleep earlier in the evening after demonstrating that he had sufficient control over his reactions and wasn't likely to eviscerate any unfortunate people—or soda bottles—if he returned to school the next day. Xander had stayed up later, working on his homework. He had finished up his homework, all of it for that week and then some, and as he fell asleep he let his thoughts finally drift to something other than book reports and history and electrodynamic diagrams.

Cordelia's lips felt just right last night.

Xander fell asleep with a smile on his face.

On his desk his notebook lay open, the last page showing a structural diagram of a proposed facility, with a single name written above it.

The Watchtower

Batman sat in the control room, overseeing League activities around the world while also working on tracking recent business acquisitions and investments of various known enemies. He noted a surprising purchase of a lab facility on the east coast by LuthorCorp, surprising because the number of construction resources being routed towards it far exceeded what such a site should require. Either Luthor was building something there he didn't want anyone to know about, or he was using it as a cover to funnel resources to another black project.

Making a note to keep an eye on events related to the site in the future he turned to tracking the latest whereabouts of the Joker.

AN: The process of transferring over and adapting issues to post here on is laborious, time consuming and tends to disrupt my muse. I'm partway through writing issue 4, but as I've made the decision that from here on out I will be posting exclusively on tthfanfic dot org on my Zaion account I decided to add issue three here along with this note. Until Volume One is 100% complete and gone through a final touch up and revision it will only be updated, and hosted beyond this issue on my Zaion account on tthfanfic dot org. When Volume One is completed, same with all other stories in the Rise of the Ultimates universe, the completed story will be formatted and uploaded here enmasse. I apologize if this is inconvenient to anyone, but it is tiresome to have to worry about uploading to two separate sites. Add to that wrestling with the decision to possibly discontinue most of my older fic projects as I'm finally admitting that my muse for them seems to have burnt almost completely out, and this account is likely going to enter a degree of stasis. If I can get my muse for Way of the Jedi going again it will be updated here, but it is currently the only active project I have that will be updated on this site. As I said, I'm sorry if it is an inconvenience, but Rise of the Ultimates will continue to be updated on tthfanfic dot org along with my other buffy crossover projects as I post them. Again, the account name is Zaion and you can find my active stories there. Issue 4 is currently under construction and has already exceeded the combined length of the first three issues.