Willow looked into the apartment carefully. Last thing she needs is to see is Tara with a guy. Willow walked over to Tara's bed and calmly collected the book she needs. Now she just needs raven feathers which they should have at the magic shop. She sees Tara actually has Raven feathers and decided better to have it and not need it. Willow bent over to pick them up and quickly shot back up in surprise.

"Hey, bad touch Mr. Grabby" Willow said surprised. She has to admit she never saw this one coming it wasn't a guy that grabbed her ass it was Tara. "Or… Ms. Grabby"

Tara started approaching her as Willow backed up. Buffy's roommate likes her she did not see this one coming. "Your boyfriend was a fool you're beautiful."

"Thanks" Willow muttered as she hit the wall. Tara must have infected herself. Willow watches as she gets closer if she kisses her it's all over. "Not the lips"

Tara stopped and looked at her. "Why not?"

"I've never kissed before… I mean plenty of smoochies not that I haven't because I have a lot… I mean with Oz one guy not a smoochie slut… except for that time with Xander… and that was freak... thing will never happen again… sorry I ramble when I'm nervous."

Tara smiled almost content. "You don't have to apologize and I got it no lips."

Willow breathed a sigh of relief until she felt Tara kiss the side of her neck. Damn loophole abuse, she needs to get out of here. Willow moans from it and her eyes almost roll into the back of her head. OK she really needs to get out of here before she does something stupid.

"Shower" Willow said wondering if she meant cold shower.

Tara looked at her with a smile. "We can do that."

"You want to go set it up?" Willow asked.

Tara nodded and went into the bathroom. Willow waited until the water was running and quickly grabbed the feathers and fled using her old survival instincts.

Willow ran into the magic box and breathed in relief she dodged a bullet she owes Tara an apology but she dodged a bullet. She came in and Saw Cordelia talking with Victor.

"What happened to Buffy?" Willow asked.

Cordelia looked up at her from research. "Giles took her back for training."

Willow nodded until a stray thought entered her head. "Doesn't that make her and Faith you know… hungry."

Cordelia caught on but quickly stopped it. "Crossbow training for her archery club, did you get the book you needed."

Willow nodded and held it up. "Everything we need to make a delusting."

Xander opened the door and to his surprise saw Buffy's boyfriend here. "What exactly are we delusting?"

"Sunnydale" Willow answered going for supplies.

Victor looked at the group he wonders how are they so calm about all this. "Is this normal to you guys?"

"I'm a science geek." Willow answered. "You can go now thanks for walking me here."

Victor shakes his head. "Nah even if you guys make an antidote you still have to spread it throughout the city. I want to help."

Xander looked at him. "Fine just know this could very well end in your untimely death when you try to cure a cheerleader those girls are violent."

Cordelia heard that and punched him on the arm.

Xander rubbed his arm. "Except for all the other times in life then they are as sweet as they get."

Willow took sometime and had to burn some of the green meteor rock but a couple herbs and chants later they had 5 bottles of the cure to this plague or at least what they think is the cure.

Victor looked at the green spray bottle. "So how do we know if this concoction works?"

"We test it on Buffy." Willow answered as the two of them headed for the back.

Buffy smiled seeing another perfect bull's eye she turns around and sees Victor. The slayer ran up and jumped into his arms. "Did you make nice with my friends?"

Victor simply nodded not sure if he had anything else to say. "You have interesting friends."

"So can we go somewhere private now?" Buffy asked. "I kind of want some alone time right nowish."

Willow stood besides them and quickly sprayed Buffy as her eye flashed green and she hopped off Victor.

Buffy looked around and pointed at Willow. "What's going on? Why was I so clingy?"

Victor pointed at her lips. "The lipstick samples you got in the mail were like a hyper aphrodisiac."

Buffy looked herself over well she's dressed the same as this morning, she doesn't have a strong desire for cheese, and she didn't sleep with anyone under the influence so she'll call it a win. "OK let's go get this cure out to the others."

Willow and Giles leave and Buffy puts a hand up to Victor's chest stopping him. "So how bad did I get?"

"Not that bad." Victor assured her."

Buffy nodded she really hates this year love shot to hell no Angel the one bright side is him. "Well thanks for not taking advantage of me...again. You're a saint you know that?"

Victor shook his head in denial he's not. "Not really"

Buffy smiled and kissed him deep with Victor happy to return it. As Buffy's hands reach under his shirt and Victor starts to worry but doesn't do anything seeing Buffy hasn't stopped kissing him.

Buffy comes up for air and Victor just looks at her. "Summers how do you do that?"

"Do what?" Buffy asked.

"You touch me and you don't even flinch knowing full well half of me is metal." Victor replied.

Buffy shrugged not seeing the big deal after having a relationship with a 200 hundred year vampire 300 counting his summer in hell. "Metal plates no biggie to me. There is one thing though."

"What's that?" Victor asked nervously.

Buffy was getting straightened up and calmly asked. "Does Willow have lipstick on her neck?"

Victor was wondering he just didn't want to sound rude. "I think so it's been a weird day."

"Well it's not over yet." Buffy said walking back to the front.

Victor looked at a great wall of weapons now according to Willow she already knows how to use a crossbow so she must be quite the little lady of war. Or they know this place's past and are hoping the wall of weapons scares off potential thieves in the future.

Willow waited for the two and just had a smile to her seeing them come out together. "Did we keep you waiting?"

"Nice hickey" Buffy replied as Willow covered the side of her neck.

Giles was getting everyone back on point. "Enough we have a lot of work to do." He gives the antidote out to everyone. "Me and Xander will go door to door, Buffy you and umm Victor go to the temporary high schools. Willow start at the college see if you can at least get Faith and Chloe on our side."

"No… not the college." Willow replied not ready to go back. "I have to stay here with more of the mixy of the cure."

Cordelia looked at her she noticed the lipstick but it seemed they have a scooby problem to sort out before anything else. "I'll go to the college."

With that they all went their own way.

Cordelia stood by Willow and Chloe's door toughening up for what she has to do. OK whatever she sees she can handle it. Cordy opens the door and sees Riley bare chest and Chloe in a bra and panties. She breathes a sigh of relief and sprays the two as their eyes flash green. Chloe instantly pulls away.

Chloe found her skirt and quickly covered up. "What's going on why was I all… that?"

Cordy held up the bottle and Chloe saw the glowing green. "Do I need to explain further?"

"No" Chloe replied with a roll of her eyes where's that sweet amnesia she got with the parasite. "Strange thing is I came to Sunnydale to get away from meteor rocks."

Riley quickly wrestled his shirt on. "Sorry, I can't believe we did all that."

Chloe chuckled. "It's fine and sorry kissing me is that scary to you."

Riley looked at the mean queen and journalist and just froze up he didn't mean it like that and it was actually really nice. "Chloe I didn't mean it like that."

Chloe smirked its fun making him squirm he's like a human version of Clark. "Riley would you like to go dinner tonight."

"Love to" Riley replied as Chloe opened the door for him to go.

Chloe turned to Cordy something meteor weird and she's missing out. "Tell me everything."

Xander and Giles stood outside of his apartment.

"So what's the plan G-man do we go in guns blazing?" Xander asked.

Giles shook his head no emphatically. "Not unless you have a desire to be lit on fire. Though I don't have any other ideas."

"You could seduce her." Xander offered and received a glare that was usually saved for Ethan Rayne. "Or not"

Giles just opened the door not having any other ideas. "Or I can just talk to her."

The two walked in and saw Claire sitting on the couch as her face nearly glowed red.

"Giles, Xander hey… how are you guys." Claire asked.

"Q-quite well thank you." Giles replied quickly.

"Good…good." Claire responded not even sure how to react so just blurted out. "Can we please just bury this? Lock it in a deep down hole far below Lex's lab and never speak of it again. I still don't know what the hell came over me."

Giles was thankful… very thankful but concerned. "Wait you mean whatever happened you don't remember anymore?"

"No I remember coming on to you in that white two piece underwear." Claire responded arms at her side. "By the way would it kill you to give a girl a compliment instead of fleeing like a little girl?"

Xander laughed as Giles stuttered. He's going to get years of fun out of this conversation.

Giles was washing his glasses hoping he doesn't punch through. "You are a charming girl Claire but despite all the hardships you went through you are still a child."

Claire put her hands up and this suddenly became awkward again. "I get it and you'd have been a creepy old man I lit on fire if something actually happened."

Xander stood there confused she's back to her normal self more or less. "Wait a minute why aren't you a love sick puppy anymore?"

Claire shrugged she honestly doesn't have a clue. "I don't know feelings past shortly after Giles left. I'm just glad I talked to Chloe last week Clark has enough slayer troubles no need to add more."

Cordy took a breath as she approached Clark's room. She always gets the messy jobs god her life sucks. Maybe she should have moved to LA. Cordy shakes her head no she has friends here and she'd probably be living in a slum considering how her illustrious acting career is going.

Cordy braces herself and kicks in the door. And as she suspected full on skin fest. "OK you two need to get your hands off each other right now."

Faith looked up from her spot. "Don't want to."

Cordelia rolled her eyes she has to get these two off each other before her eyes burn. "Clark don't you have something to be broody about."

Clark bent his head backwards looking at her. "Well… I was promised a three way after Lana died."

Cordelia's face turned red when she heard that god she hates dealing with Kal. "That's not what I meant you lug head!"

Faith stuck her head almost as if studying Cordy before she shakes her head and pushes Clark back down.

Cordy takes out the spray and hits Faith in the face with it as her eyes glow green. Faith quickly regains herself and runs Cordy to the door and right out of it. Clark got to his feet and Faith ran up and jumped on him knocking him back onto the bed.

Faith had a devilish smile on her. "Don't get up now. I'm not done with you yet."

Clark had a smirk. "Yes ma'am."

Faith smiled and reached for the cabinet.

"What are you doing?' Clark asked.

Faith was rummaging. "I could have sworn I left a pair of handcuffs here."

Clark chuckled he loved the thought but… "I can break cuffs in half before you even cuff me."

Faith smiled and leaned down and whispered in his ear. "Who said they're for you?"

Clark laid back giving Faith free reign as the slayer finally opened a lead box pulling the kryptonite out and putting it on Clark's chest. He once said green kryptonite burns his body and can burn off other diseases with enough time so hopefully this will work.

"What are you doing?" Clark asked through the pain.

Faith waited until his eyes flashed red. Sadly she can say a small part of her is enjoying seeing Clark squirm. Faith saw his eyes flash red and quickly closed the case and scrambled for her clothes.

Clark regained his senses not believing that just happened. He sees Faith nearly fully dressed already. "Faith, please wait."

"I can't." Faith replied.

Clark get up and went to grab her. "I didn't mean to…"

"I know. And I didn't want to hurt you I just needed a way to burn off the red K and nothing else I knew of could do it." Faith said stopping the guilt trip at least Kal was too busy screwing her to screw with Clark's life. "I just I asked for space and you gave it to me and then red kryptonite… Clark I have to go please just let me."

Clark lets her go as Faith heads towards the door to see Cordy fall into the apartment. Faith just rolled her eyes and kept walking. Cordy simply threw the bottle to Clark. "Spray this on everyone who is all lovey dovey."

Clark nodded realizing this green likely nullifies the red.

Cordy ran as fast as she could and caught up with Faith three floors down. "Hey, we need to talk."

"I'm sorry you had to see that." Faith said and just kept walking away.

Cordy rolled her eyes. "Yeah I'm really sad about seeing Clark from the chest down."

Faith chuckled. "Actually I meant the three way crack but I was always curious."

"I'm not." Cordy insured her thanks to a drunken night with Harmony and a quarterback sophomore year.

Faith nodded and kept walking. Cordy ran up to her and tried to stop her. "Will you slow down?"


Cordy kept power walking just to keep up. "You know why I think you're running so fast."

"Don't care to find out." Faith said.

Cordy just stopped in her tracks and shouted. "Because you still love him. Even after everything that's happened you still love Clark and you want to go right back in there and throw your clothes off again and catch up don't you."

Faith rolled her eyes. "It's complicated."

Cordy walked up to her and looked her in the eyes. "You're talking to the girl who had everything and gave it up to be with someone who was a pathetic loser. She abandoned her friends and everything else she had to only find the guy she loved so much sticking his tongue down the throat of the red headed whore of Oz."

Faith looked at her and was confused. "Was that a dig at werewolf Oz or Red being a wicked witch?"

"Stop changing the subject Faith." Cordy ordered. "And… accidental double pun."

"Well good for you. Later"

"I know you still love him, you can walk away, But you know it just as much as I do." Cordy shouted stopping her in her tracks.

Faith turned around and pointed at her. "OK first off Cor we are not talking about this not now not ever."

Cordy stared right at her feeling a lot braver then she felt. She watched Faith end a sparring match with Claire by taking the heavy bag off the hook and hitting her with it. "Yes we are talking about it right now because you just keep avoiding it."

"Hey do you have any idea what it's like to screw someone you're trying to get an even ground with."

"Yeah, that's a relationship Faith. There's good parts but guess what slay brat there's also bad times." Cordy replied before continuing. "You don't know about the real bad times because you started a relationship with a wholesome boyscout…good for you. But bad times happen and you know it. Sometimes it's a physical bad like a kryptonite lethal injection and other times its emotional crap like this that hurts far, far worse then the physical."

Faith frowned. "So what am I supposed to do?"

Cordy shrugged but told her in the only way she can. "You have to decide dumbass do you still want to be with Clark knowing there could be more times like this. It's a real easy question Faith yes or no."

Faith rolled her eyes real easy question, yeah right. She loves Clark she means she loves Clark even after Buffy besides now she has someone to grill about how B is in bed this introduces a whole new window of torture for her. Faith rolled her eyes and thinks Clark is out spreading the cure but he won't mind if she waits for him. She wants him back she wants all those little things she misses so much his smile their laughter at each other she wants all of that back and the first step is to actually talk to him.

Genevieve walks into the initiative with Ethan wondering how such a lab could exist without her even knowing about it. She wonders if even the traveler itself could be in a cage.

Ethan walks up to 3-14 and moved the sheet covering it. Genevieve held her mouth open in horror as soon as she saw the creation. "Jason my son, oh what have they done to you?"

Ethan looked at it and felt disgusted he saw at least 5 different kinds of demons here. Add in some metal a bunch of Chinese assassins used to turn their best killers into cyborgs and a frightening amount of dark magic and apparently you get this abomination. With one red eye and one human eye along with some fatigues. "Good lord, I knew your son was part of the project but I never expected this."

Ethan opened up his bag of C4 and started planting charges all over the lab because of all the dark magic in this thing he had to use the red meteor rock which will burn itself off at random times even faster if you have a fever.

"You're too late."

Ethan and Genevieve turn around and saw a man with a frightening resemblance to William the bloody.

"You can't stop us not by your self." Ethan pointed out.

Fine just looked at them. "Ordinarily I wouldn't care but my plan is ready to go and I need that Prototype. ADAM kill them."

Ethan and Genevieve wince in pain and look down and black metallic blades sticking out of them as they fall to the floor. Fine looks at them and they're still alive just like he trained ADAM to do.

"Good job put them in the holding cell the hostiles will take care of the rest."

Buffy was out on patrol that night with Clark spreading the antidote and Faith MIA she volunteered to keep the creepy crawlies at bay. Buffy hears someone sneaking up on her and starts pulling out her stake. Buffy is taken by surprise when she's tackled from behind to the floor. Buffy quickly delivers a headbutt knocking her attacker off her.

Buffy looks down and is surprised seeing a familiar blond haired face and leather duster. "Spike, what are you doing here?"

Spike was looking at her arms wrapped around his legs. "Strong little girl, can't cut too quick if you do she dies too early so just to kee… just enough to finish my plan, but not my face."

Buffy stared at him and there's no way though she'd laugh at the irony. Buffy wasted no time and picked up a rock and hit Spike in the head with it knocking him out dragging him to the one place she knows of to do this.

Faith walked up to Clark's room and simply knocked as she waited for the door to open and it did revealing. "Is Clark here?"

Victor shakes his head no. "No, he's still out he does that a lot."

Faith nodded. "He's a very nighttime person. Do you mind if I…"

Victor shrugged and lied through his teeth Clark owes him. "I'm studying with a classmate all night. You can do whatever you want just make sure to lock up."

Faith sat down and waited for Clark to clear the air once and for all.

Martha was locking up the gallery as it was her night to do it. Considering how happy Faith was this morning she really can't wait to get home. Martha hears something knock over and break and is instantly alerted. She grabs a cross not wanting to interrupt Clark. She walks over and sees nothing but a broken vase and breathes a sigh of relief. She grabs a broom and dustpan and walks over until she feels a sharp pain in her back as she looks at a blade come out of her stomach and sees Jason in a very demonic body.

She falls to her knees and watches someone blur in and push him clear through the window.

Fine catches Martha on the way down playing his part of the show he's set up. He has to admit this lipstick thing was the perfect cover. He couldn't have done better himself. Fine supports her head with one hand as two of the fingers turn into tentacles rewiring Martha's brain. "No, no, oh my god, Kal El!... Your mother needs you where are you? Kal El!"

Clark moves in a blur and sees Fine supporting his mothers head and a nasty wound. "Mom!" Clark moved right next to her in a blur holding her motionless body.

"Kal El!"

"Who did this!" Clark shouted.

Fine backed up. "Vengeance can wait Kal El right now you have to get her to the hospital I promise you Kal El I will do everything I can to help her and find the people responsible for this."

Clark was in the Luthor mansion with three GI Joes incapacitated and Clark had Lex by the throat slammed against the wall. "You did this."

"Look at the world Clark someone had to take control before we're stuck in a war we can't win."

"It wasn't a meteor freak that made that thing. You did!" Clark shouted never so angry in his life as he put his hands around Lex's throat.

"Clark, no one was supposed to be hurt I was just trying to do what's right for the world. It was a horrible accident."

"What you did to everyone else in this town was not you became that. You became a worst person then Lionel and no matter what, I always stood by you and saved you. If I knew who you would have turned into. I would have done this on the bridge." Clark twists Lex's head as it does a 180 and Lex falls to the floor.

Faith woke up nearly screaming that was not Clark or even Kal for that matter it just seemed like he was empty like he had nothing left. She hears a knock on the door and smiled as she went and opened the door to her surprise she sees Chloe at the door with tears in her eyes. "Chlo what's wrong?"

Chloe wiped tears from her eyes clearly upset and distraught. "I just got off the phone with Clark. Martha is in the hospital… its bad Faith."

Author's notes

Thanks for the reviews

Up next: The initiative exposed.