One Week Later:

Sunnydale

"Excellent work, my apprentice," Dr. Strange complimented the young redhead as she completed the exercise he'd set for her to accomplish. "Now do it ten more times before taking a short break and doing it thirteen more times after that. By that point, I think you'll be ready for the next item."

"But... this is like, super easy!" Willow whined. "Can't we just go ahead and move on through all the 'items'?"

"Willow," the Sorcerer clucked his tongue, shaking his head. "This isn't about you learning everything I have to teach you as quickly as you can. It isn't even about the magic techniques themselves."

"Then," Willow frowned, confused, "what is this about, if not magic?"

"Oh, it is definitely about magic," he confirmed. "As an example, we both have photographic memories, correct? So why, I ask you, did it take me the full six years to get through medical school instead of just two, or even four? I memorized all of the texts and could've past all of the tests for all of the courses in the first month. Labs? Could've finished them in half the time as the rest of my classmates. But they made me take the full six years. Why? Because I had to master the skills that went along with the knowledge. Before my," he held up his still-scarred hands in example, "accident, even when I was in school, I had the steadiest hands you'd ever seen. That anyone had ever seen. Still took me over a week to get the stitching right, and a month to work up to an acceptable speed. Don't even get me started on actual surgical techniques."

He pointed and she started working through the magical exercise again.

"The point," he said sternly, "my apprentice, is to develop your stamina. In gamer terms, you have to raise you MP. So what if you know a big spell that has really impressive lights and sounds and laughs at the laws of physics! If you can only cast it once and then you're out of the fight, what good does that do anybody?" He repositioned so he was directly facing the young woman as she used the floating pencil to write her full name on the paper, matching her handwriting exactly. "Now, wouldn't you rather face down the forces of evil throwing fireballs left and right, and then pop off a few dozen Big Spells, before still having enough energy to throw even more fireballs?"

Willow nodded her head, understanding the lesson, and redoubled her efforts. She actually did it twenty more times before taking her break. At which point, Stephen berated her for going against his wishes as he'd judged her breaks upon her stamina, and by doing too much, she'd be forced to take longer breaks than if she only did however many of whatever he told her to do, thereby making it take longer before she actually grew stronger.

"Well, since her MP is drained, Doc," Felicia spoke up from where she and Cordelia were working out in the warehouse the heroes had occupied, "why don't we work on Miss Rosenberg's other skills until it recovers?"

"An excellent idea," he agreed. "And it should hammer home the lesson to not go against my plans for her magical training."

Willow gulped and demurely nodded, before running over to work up a sweat with the other ladies.

In another part of the heroes base, Xander was free climbing the makeshift rock wall that Frank had set up for him. Frank Castle had been Special Forces in the US Army, and while he'd spent the majority of his career out in the field, he had at one point been a Sergeant and done his stint teaching the raw cadets how to survive. He, of course, couldn't stand the whiny little brats and he'd transferred out of that duty as fast as able, but he had in fact been a Drill Sergeant at one point.

He'd never before questioned what his life would've been like if he'd have stuck with it and trained he new recruits, instead of going off fighting and killing and making enemies. Not until he started training one Alexander Harris, that is.

"Faster, Harris!" he barked. Kid actually doubled his speed for three or four seconds, before lapsing slightly.

Once Xander was at the top of the wall, he shimmied his way across to an open air 'ledge' and started moving across to the 'pull up point' where he'd then have to free run through the second level obstacle course and to yet another wall. "Faster!"

He slipped a couple times, but managed to maintain his grip and hold on. It took him over a minute to actually pull himself up and climb onto the ledge for the free running aspect.

"For fucks sake, Harris!" Castle bellowed. "FASTER!"

By the time Xander had completed the course, Willow was back with Dr. Strange, and Cordelia and Felicia were taking a water break. The boy collapsed onto the dirty floor, his chest heaving, his whole body drenched with sweat.

"Not bad," Castle spoke down to him. "For a three-legged sloth! Fifteen minutes, Harris! Only three minutes off your time! From over a month ago! You should be a lot faster, and you shouldn't be making the mistakes you did! Now, get some fucking water, towel off, and do it ALL OVER AGAIN!" He screamed the last part right into the boy's face.

Felicia came over after Xander joined Cordelia by the water cooler, a warm towel hanging over his head.

"Little hard on him, aren't you?" she questioned.

"Three minutes off his O-Time in a month?" Frank said, taking a swallow from his own water bottle. "I wish I'd been that good when I was his age. Kids got the talent. And the drive. And thank God he doesn't have what I do. I'm just trying to make sure that he never becomes me, Cat."

"What? By turning him into Captain America? The hard way?" she teased.

"Nope," Frank shook his head. "By making sure that he can survive. And still live after that."

He stepped away and then shouted at his own 'apprentice' amongst the Scoobies. "Harris! What is this? A day at the fucking SPA?! Get your ass over here and run it AGAIN! NOW!"

"Sadist," Felicia shook her head and went over to rejoin Cordelia, who was already back on the mat and looking to go another couple rounds, despite whining about needing a break just five minutes prior. "Then again, I'm hardly any better."

In another part of Sunnydale, at another warehouse ironically, this one decidedly not abandoned as it was filled with workers, all carefully and purposefully packaging and preparing boxes and boxes of chocolate candy.

One of the workers, after glancing around to make sure he wasn't seen, carefully snuck out a single chocolate bar. He'd skipped lunch. And breakfast. Or whatever it was he'd have to say as an excuse if he got caught. The truth, the things just smelled so good that he couldn't resist. Unwrapping the chocolate, he raised it to his mouth to take a bite.

A strong hand snapped out and caught him by the wrist.

Turning and jumping, the poor worker followed the caucasian hand on his wrist up to a strong uncovered male arm, a scar there from a removed tattoo just below the elbow, and then up into the face of his boss.

Ethan Rayne smiled genially down at the day worker, plucking the candy from his limp hand. "Trust me," he said, his English accent thick, "You really don't want to do that."

He then closed the box, on the candy that the high school students were selling as their fund-raising project for the year.

New York City

"AAHHH! Run! It's VENOM!" the thug yelled as he ran past. Only to be caught in the back by a string of black webbing. Webbing that instantly went taut and yanked the screaming man off his feet and back the way he came. And then there was an unearthly scream and the sound of falling dust, which gave doubt as to whether it had been a man at all.

The doubt was resolved when the rest of the 'thugs' in the alley all brought out their Game Faces and bunched up for protection, facing the alley where their comrade had disappeared. That was the reason they never noticed the svelte figure drop down behind them. Of course, they only had themselves to blame when they failed to notice how four of them were dusted in as many seconds after that.

When they finally did notice, there was a lot of screaming, but not for very long as Venom Slayer made short work of them.

"Oh come on!" a raspy voice whined out from the rooftops. "You didn't leave me any! How the fuck am I supposed to be getting better at this, if you don't let me practice my skills?!"

Venom's 'face' retracted so Buffy's was revealed as she admonished her protege, "Language."

Wrath jumped down and landed in front of the anti-hero.

Venom extended a pseudopod with its face, as did Wrath by revealing Faith's face. All three of them were giving her an incredulous look and said in unison, giving it an odd stereo quality, "Seriously?!"

Buffy just blushed and refused to meet the eyes of any of them.

Before they could get their answer, however, a beacon of flaming light lit up the whole alley as the Human Torch of the Fantastic Four dropped in on them.

"Found them," Johnny Storm reported over the specially-made-for Extreme Temperatures radio Reed had made him.

Now it was all 'four' of them looking up at their babysitter, practically screaming out, "SERIOUSLY?!"

"Hey now, don't look at me like that!" Johnny held up his hands in surrender as he offed his flame. "We're the ones responsible for you, remember? And yeah, Spidey asked you to patrol for him and everything, but we've still gotta be nearby, and at least one of the four of us have to be part of whatever 'patrol' you've got going on. And Buff—er, Venom Slayer here, vetoed Ben. Cause he kinda sucks with the stealth and all that."

"And you flaming down here like a halogen lamp is different, how?" Buffy remarked as Venom retracted its face and reformed over hers. "We were expecting the Invisible Woman. Force fields and combat training aside, she's *invisible*!"

"And your hunting, or slaying or whatever, vampires," the Human Torch pointed out. "Everybody knows, vampires plus fire equals bad for vampires. If you'd said you were going after regular criminals, then sure, Sue or Reed would be the ones out here. But nooo! You went and said you were going after vampires! Which automatically means I'm stuck wandering around back alleys trying to keep up with the two of you instead of getting it on in the night clubs and... Hey! Where'd you go?!"

Venom Slayer and Wrath had indeed vanished, like dust on the wind.

A few blocks away, the two symbiote-clad Slayers perched themselves on the corner of the roof of a brownstone. They remained there, in the shadows of the buildings in silence, making sure that they were truly alone. Once that was confirmed, it then became a waiting game to see who spoke first.

Wrath broke the silence by fully retracting into Faith, who glared expectantly at Venom Slayer with a put-upon sigh and crossed arms. Venom, more silently, retracted into Buffy, who remained equally silent, gaze locked on the horizon of the cityscape, hands by her sides.

"B, are we gonna talk about this, or what?" the Boston Slayer snapped. "The deal with Fury and SHIELD is just an excuse. We gotta talk about it!"

"It's already changed," Buffy whispered back. "And besides, excuse or no excuse, we can't leave the city now without SHIELD coming down on us. Hard. Think it was bad dealing with a few roving patrols, or attack squads? 'Buffy' may not have much experience with SHIELD and everything they do, but 'Venom' has plenty. No matter what is going on back in Sunnydale—no matter what may happen when, or if we go there, we cannot leave New York. And if we do, we'd have to take the entire Fantastic Four, plus however many Avengers want to tag along, and all of the agents Fury would assign to watch—and stop—us while in California. Besides. We promised Spidey to look after his 'weaknesses', and they're worth protecting. At least until he gets back."

"Fine," Faith blew her bangs out of her face. "But when the Spider returns, we're finishing this round trip. I know you B. V ain't the only one that has a connection to you. To say nothing of your friends and Watcher and all that, I know you're missing your Mom like crazy! Hell, we don't even have to go! Mr. Grimm—Ben, and Sue and the Doc and J would be happy to bring her..."

"NO!" Buffy screamed, her costume coming out as an automatic defense mechanism. Even Venom was surprised, as it had never felt this level of fear and raw emotion from its host in all the time they'd been Joined.

'Buffy? Are you...?' the symbiote tried to communicate, but was immediately shut out of her emotions.

'I don't want to talk about it!' Buffy thought back, not quite angry, but not exactly scared, rather some raw combination of both fear and anger, and a whole lot of 'Hurt'.

Venom slowly withdrew and allowed Buffy to speak for herself.

"She said that if I left..." Buffy finally spoke after a lengthy and very uncomfortable silence. Clearing her throat, she tried again. "That if I left the house, I should never come back. I know she probably didn't mean it, and I'm sure she immediately regretted it after saying it. But it was said."

"So you're never gonna talk to her again?" Faith replied incredulously. "B, come on. We both, hell, we all know you better than that. Moment you see her, you're going to be running into her arms, and the moment you're there, all is forgiven. If your Mom is anything like you, hell if she's anything like she should be, all you gotta do is knock on the door and it'll be five by five."

"I think I'm going to swing through Hell's Kitchen," Buffy suddenly announced, hopping up onto the ledge. "Why don't you take the Park. We'll meet back at the Baxter Building a little before dawn, all right?"

"B...?" Faith called out, but it was too late, the Slayer had jumped of the roof and a few heart-pounding seconds after that, Venom Slayer could be seen web-swinging across the rooftops.

"Shit," the brunette sighed and mumbled to 'herself', "Why'd I have to go and mention her Mom? I should know better than anybody what kind of hot button that is!"

'I do not know. Why did you mention her mother? Why do you want her to go back to her old life when this one is so much better? She as US!' her symbiote, baby Wrath, replied internally.

Faith smiled and chuckled. "Lil'one, let me explain what a rhetorical question is."

At the same time, in the Super-Max Super Villain Prison just off the shores of the Eastern Seaboard, the Raft, deep within its Long Term Care Ward of the Infirmary there, a coma patient lay sleeping. Or rather, the body of Cletus Kasady lay upon the bed, still and breathing.

The EKG monitor next to the bed gave silent testament of just how little activity was taking place within the schizophrenic criminal's brain. Until it wasn't...

There was a sudden spike, and then it began to beep loudly and frequently, followed by an alarm blaring out.

Cletus's eyes snapped open, but all that was there was a blood red fluid that very quickly began to spread across his entire face, and then his whole body.

Carnage was coming...!

END