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The Amazing Spider-Zeppo

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Summary: Xander Harris juggles life as a scooby and a secret life as a web-slinging super hero

Categories Author Rating Chapters Words Recs Reviews Hits Published Updated Complete
Marvel Universe > Spider-Man > Xander-Centered(Recent Donor)BHRamsayFR15861,20082726,26722 Jun 049 Nov 04Yes

A not So Amazing Fantasy

Title: The Amazing Spider-Zeppo

Author: B.H. Ramsay


Disclaimer: Characters appearing here belong to either Marvel Comics OR Mutant Enemy

Rating : This is meant for an older youth audience and contains coarse language and mature situations. Reader Discretion is advised

Pairings(s) Various

Spoilers: Season Two & beyond

Summary: Xander 's struggles to maintain life as a Scooby and his secret life as a web-spinning superhero

Dedication: To Wesley who did the best version of this kind of Xander-tale, the Shrine of Heroes, everyone at Xanderzone, Crossover Connection & Buffy Crossovers


The girl looked young and afraid which is why the two thugs started following her. She ran fast which is why the chase ended in the cemetery. The two varsity jacketed scholars cornered the girl and closed in for the final charge. They did not notice her retro hairstyle or her heavy clothes and the fact that the graveyard was the complete opposite direction she had been going when they started chasing her never dawned on them.

They definitely did not notice the figure in the body suit descending on a thread behind them.

They did notice when webbing ensnared their legs and feet, pulling them into the air. The two struggled uselessly as the webbing ensnared and mummified them head to foot. A figure dropped into the light, dressed in a blue and black form-fitting body suit his head and face obscured by a mask sporting a stylized spider that matched the ones on his chest and back. The final touch was a half cape that hung from the back of the costume at the shoulders. To the casual observers it would have looked like a webbed cape. The two boys hanging upside down where decidedly not casual.

Spider-man." They yelled "We didn't do nothing." The thugs whined

"It's, we-didn't-do-anything," The Spider-man corrected. "Even jugheads like you can use proper grammar."

The girl stepped around the hanging boys to tightly hug the costumed figure who slipped casually out of her reach. "Thank you sir I don’t know what I was going to do."

"I'm sure you would have coped." The masked man replied coolly

" I'll wait here till the police come." She said looking at the two as though they would burst from their bonds at any moment.

"Yeah well I am definitely a big fan of the police taking care of these two. But, maybe I should keep them from being eaten first."

"What are you talking about" the girl asked backing away from the masked man.

"Well even if the eighties hair and clothes weren't a big enough give away. You aren't sweating even though you ran what six, seven blocks wearing fabrics way too heavy to be comfortable in this climate so either you're a champion sprinter with No Sweat glands or…"

The vampire girl snarled as her face morphed. "What do you care if I take out a few muggers."

" Yeah Hun, tonight it's muggers. Two nights ago it was a football place kicker coming back from practice and the night before that a ninety-pound bookworm you picked up at the library. I guess guys really go for that little girl lost routine." Despite his casual tone, he held his body poised tensely.

The girl charged him. Moving faster then human eye could follow, but not as fast as his evading dodge. He leapt overtop her. She spun trying to grab for him but he bounded away to land crouched on the ground. The vampire rushed him again but stood his ground, avoiding her blows with inhuman ease.

"Whoops" swipe "almost" swipe - swipe "try harder" the vampire screamed in frustration as Spider-man grabbed her failing fists." Honey, We really need to work on your dancing skills."

Spider-man pushed her away. "Now you come at me and I'll catch you." The vampire snarled and charged the Webbed One. He bounded over top again this time kicking out as he did so. The vampire took the blow to the back and the momentum forced her onto a protruding branch. Spider-man watched as her body exploded into dust and drifted away on the breeze.

"What was that?" One of the boys asked nervously

"That was a vampire, a female one. Apparently, she seems to like eating muggers. Care to guess why?"

" We were just playing around."

"Yeah I'll bet. And the fact you exactly match the description given by a UC Sunnydale student that was attacked just last evening, pure coincidence, right?"

"Hey we know our rights we don’t have to confess to anything.

"Sure." He said. "That webbing holding you dissolves in an hour. I am sure on a night like this there won't be more then three or four more of those things. Why don’t you hang out here and scream about how innocent you are? I know they have great hearing. Won't take them long to find you." The man started to walk away.

"You can't leave us like this."

"Yes I can, by the way, I have a friend, she is good at killing those things but unfortunately for you she also she knew the girl you mugged, If I were you I'd hope she's feeling charitable." He waved at them, as he walked off into the shadows.

The two street punks considered screaming then looked at the spot where seconds before a woman had turned into a monster that had every intention of killing them. Then they collectively decided to stay quiet and wait for rescue and hope the person was in a forgiving mood.


The man climbed up a nearby tree and watched the two swinging from a branch. He gave a soft chuckle and grabbed a knapsack from the niche of the tree. Reaching in he retrieved a cell-phone and dialed a local number. While he waited for an answer, he pulled off the mask revealing the face of Alexander Harris, Xander to his friends.

"Hello, Rupert Giles." Came the crisp English accent over the telephone. Xander smiled and shifted the cell-phone to his shoulder.

"G-man, it's Xander, listen I was working late. Are the guys out on patrol."

"Yes, Buffy and Willow are wondering where you are?"

"On my way to your place as it happens. But listen, Spider-man left a love gift at the Fairview Rest Gardens. The two jocks who assaulted that girl in your class."

"How nice of him, is he sure of his catch."

"Yeah, Caught them while they were trying to mug a our Little Miss Lost Vampire."

"Do I even need to tell you to be careful."

It gives me such a squishy warm feeling when you do."

Giles uttered a decidedly English curse and hung up the phone. Xander smiled as he leapt from the tree. Buffy would be on her way and the police soon afterwards. A good nights work. He realized he was standing on a grave and hopped away. Looking down he saw that the grave belonged to Joyce Summers: Beloved Wife and Mother.

"Hey Joyce, long time, no see. I guess I have been a little busy lately." Xander glanced at the bundle of mugger hanging from the tree. "I guess we have some time before Buffy gets here. As you heard, I still have not told Buffy my little secret." Joyce gave him a piece of her mind …even if it was only what he imagined she would say. "Well Joyce, that’s nice of you to say but I think I know Buffy pretty well and if she found out about this …well lets just say that I like things as they are." Joyce would not have understood his keeping secrets from his friends. "Ok if that’s what you think," Xander paused for a moment. "Its like I told Buffy the day this started…"


"Bad things happen to good Xanders." The dark haired youth whined as he picked himself from the floor where a demon had thrown him.

"Xander…less talky, more choppy. The blonde slayer snapped as she swirled a sword in a figure eight pattern through the air keeping two beasts at bay.

It was another cave and another dark ceremony. It had begun with the traditional kidnapping of young girls in the area. Buffy, being The Slayer had detected the pattern of demon ceremony requiring virgin sacrifice. Xander had made the comment that he would have been glad to insure their safety by relieving them of the burden of their virginity.

The leader cringed from the attacking Slayer and the Scoobies. He was a pimply-faced teen who had been hoping the power he was summoning would make him both virile and immortal. He ran to the alter and in a moment of honesty realized that if virgin blood was needed for sacrifice anyone's, his own included, might do. Slitting his palm, he grabbed a torch and tried to call dark powers. "Demon Lord Arachnis, I give thee virgin blood to prove my worth. Grant me a boon and allow me to prove myself to one of thy daughters as a consort."

Buffy jumped him at that point knocking the torch from his grasp. Nevertheless the air twisted and a giant spider looking thing came forth. It looked like a tarantula with a deformed woman grafted on top.

Xander stopped and looked at the beast and whistled. "Well I'd say that Walt is officially a leg man.

The spider-demon screamed a challenge and Buffy leapt on top of her and began hitting her. the demon threw the slayer away and began chasing down the Scoobies. Xander picked up the fallen torch and began waving it at the she-beast. She screamed and clawed at him. "Anytime you are ready to get with the heroics Buff." Xander called as the thing forced him back.

Walter cried out." No danm it, not the torch. That's mine." Walter rushed toward them but Buffy smacked him in the face and drove him to the ground.

The spider-demon rushed Xander and knocked him backwards. She grabbed him and triumphantly hauled him closer. Xander reached out to keep the thing off him and got his arm between himself and the spider-demons jaws. Her teeth clamped down and Xander screamed out high and loud.

She released his arm. Just as Buffy came up from the floor and seeing Xander in the things grasp went after it. She belted it hard and beat it back. The demon released Xander to sprawl on the floor. Buffy picked up a sword and slashed at the creature and when it reared up, drove the point of the blade deep into the things underbelly. It cried out as it fell to the ground.

Unnoticed by all, Xander stumbled and sagged against the cave wall wondering what had hit him.

Walter screeched; the torch lay broken and useless on the ground, he had lost.

Buffy scolded him "Walter, Walter, Walter, is being Sunnydale High's AV God not enough. "

"I just wanted a little respect. And maybe a date to for Halloween." Walter whined

"Walter you kidnapped virgins intending to sacrifice them for a Dark ceremony, do you honestly think your gonna get an date now?"

Walter confronted with the enormity of his mistake fall against the wall. Buffy, hearing wailing sirens approaching, started rehearsing the lie she would tell the police. Any minions she hadn't gotten tonight would have to be found and dealt with soon. Angel could help with that. Willow was ushering the rest of the now freed hostages from the cavern while Giles was retrieving the broken torch. No doubt he and Willow would be studying the thing intently the next few days. Hopefully if there were any lasting mojo still lingering from Walters's idiotic mage-craft, they would catch it. Her eyes fell on Xander, still leaning against a wall.

"Xan, get the lead out. No resting on the job."

"Sorry, she-bitch got a piece, I needed a second."

"Are you ok?" she asked

Xander looked at his friend. If he told her the spider demon had bitten him, HE could kiss the Slayage goodbye. He knew she was looking for a reason to cut him out of the dangerous stuff. Why give her a reason. "I'm cool, Buffy." He helped the girl next to him out of the cavern.

Buffy nodded, she thought not for the first time that she should really restrict his help. Xander had a lot of heart, but heart alone was not enough of a reason to allow him to risk his very mortal life. Well she would deal with it in the morning.

Xander helped the last of the girls out of the cave and when opportunity knocked, he took off for home. He was not sure what had struck him in that cavern but it has taken a lot out of him. He was shuddering and feeling cold. The night was full of odd sounds and his vision was blurry, he figured a nights sleep would make him feel better. When he got home, he collapsed.


Xander awoke feeling like a million bucks. He felt better then that even. A quick glance in the mirror as he dressed for school confirmed that his occasional exercise was paying off. He boasted a lean muscular physique. Had he been concentrating he might have wondered how he had developed washboard abs and tight corded muscles overnight. He bounded down stairs and burst out the door at a run.

He set a brisk pace for the morning. And as he dashed down the street it was not until he had passed a moving car, a car moving at a little over thrity miles per hour that he realized he was running way faster then was normal. Shocked he stoped dead in the midst to the street "Gotta be the shoes." He thought warily. Except the cross-trainers on his feet were the same ones he had been wearing the day before when he could barely get to the end of the block without heaving like a lung might come out.

As he puzzled over that mystery, he noticed a strange tingling sensation in the back of his head, right before that tingling transformed into a distracting buzzing that drove him to turn around. A car was racing toward the intersection he was standing in. in the few seconds it took him to process the sight he saw the driver was chatting away on a cellular and wasn't looking at the teenager he was about to run down. Xander leapt aside landing on a wall and clutching to it as he tried to force air back into his lungs.

That was when he realized that the section of the wall he was clinging to was several feet off the ground and he was apparently clinging to that wall by the tips of his fingers alone. "Oh God, what is wrong with me? " he wondered aloud just before the he lost his grip. His last coherent thought as he began to plunge toward the street was a hope that something would break his fall. And then with a jerk the fall stopped. Xander looked around for the angel, instead, extending from his wrist to the roofs edge was a thin silken thread. He reached up with his other hand to grab the thread and began pulling himself higher. What was once a difficult gym exercise that seemed designed to humiliate him was now as easy as walking. Reaching up to the roof edge he grabbed it and with all his strength pulled himself up to the roof. or at least that was what he had intended to do. Instead he flew over the edge and was heading for the far side at a clip that foretold he would overshoot the roof and go plunging over the other side. He reached out with his hand and grabbed on to the roof's edge as he passed and was jerked to a stop. His feet curled around the edge and bounced against the wall and without thinking he powered off the side. A distinctly unmanly scream was his only sound as he flipped head over heels to land on the roof.

"Ok Process Xander I have developed super speed, strength and agility." Xander mused to himself. "I definitely wasn’t crawling on walls or firing sticky threads from my arms yesterday."
"Nah the only thing that happened to you yesterday was that you got marked by the spawn of an demonic Lord whose totem animal is a spider." Xander turned quickly, the speaker was a short man in an ill-fitting jacket and coat his head topped by a fedora hat. "hey you don't think there might be a connection there do you?" the stranger said sarcastically

"Whistler? Balance Demon, big into the cryptic warnings and such." Xander recalled Buffy whining about this character a few times. "Ok so what hideous evil does me getting Super powers foretell, and why aren't you having this discussion with Giles or Buffy."

"Cause this is your destiny knocking, powers of a Spider., yours to do with as you please. Use them, abuse them, become the next bug bad or the only hope for a word in need."

Are you serious?" Xander asked

"Me, rarely ever, the Powers That Be, very Serious." Whistler shoved his hat back on his head allowing Xander to look him in the eyes. "Look kid, normally anyone that got the bite from one of Arachnis dreadful daughters would be pushing up daisies right now. But your little slaying friend took care of that for you. So now you have the dark fathers daemon taint which means loads of powers including the ones you have discovered in your own unique way."

Ok I'll tell Buffy, Giles they can help me I'll get rid of these things."

You could do that." Whistler said as though considering the idea, "Little Miss Stakes-A-Lot would be required to separate you from those powers and which might prove a tad fatal fpr you if not done properly."

"Well I can't go running around with the powers of a Spider. I mean what would I do.

Whistler shook his head and replaced his hat. " What you do with the powers is up to you with great power come great responsibility. Just remember, of all the people in all the world we chose your girlfriend to be the Slayer now fate has chosen you. Are you any less deserving , are you any less capable."

"It can't be as easy as all that?"

"I never said it would be easy, trust me it won't be easy but some pretty hefty legends have started out like this."

"Well I ever see you again?"

"If you are lucky no, but seeing as luck was never your strong suit, I'll just remind you that the road to being a hero is paved with all the little choices you make, starting with the choice of what to wear."

With that Whistler walked through an unlocked roof access door, or at least it must have been unlocked, because when Xander tried the door it was shut and it required his newly discovered super strength to rip open the door.

By the time he reached the street Whistler was nowhere in sight and according to his watch he was late for his customary late arrival at school. Putting on a burst of super speed Xander ran the rest of the way.


It was lunch period and Xander was trying to figure out what to do. He had avoided Buffy and Willow most of the morning but they would be in his class next period. For all he knew Buffy had some kind of demon radar that would go off the second he got anywhere near her. Willis would want to study him; Giles would want to exorcise him.

Why does this kind of stuff happen to me He thought. His new senses allowed him to know what was going on all over the room. The Conversations, the tossed food, the shoved body, He straightened. There was Larry, the hulking jock was terrorizing a kid. Andrew was his name. He was about to ignore it like normal when his inner-Xander started poking him. With great Power, comes great responsibility He thought. Of course, no one told me that I had to get my ass beat by the school man-mountain.

As he was debating getting up, someone launched a milk carton in his direction. His new awareness flared, he was beginning to find names for things and this he labeled Spider-sense (patent pending) he reacted without thinking flicking the tray from his lunch upward to swat the carton sending it looping higher. The milk filled projectile arced high over the tables and landed with pinpoint accuracy on Larry's head. The jock looked around wildly and caught sight of Xander staring, with tray in hand. Xander looked at Larry and then the tray in his hand and felt the hulking behemoth making the two plus two connection.

Xander got up from the table and made for the exit to the cafeteria. Larry was not the king of the defensive line cause he moved slowly. He moved to block Xander. The other students could sense an ass beating was in the making, stopped eating and started gawking.

"Think you're really funny Harris, Maybe it's time someone shut that fat funny mouth of yours"

"Funny me oh no Larry old buddy, not a funny bone in my body and speaking of bones could we not break any of them."

"Too late pusbag, you and geek girl (his pet name for Willow) been acting all high and mighty lately."

"That was wrong of me I see that now, could we forgo the beating."

Larry swung, Xander dodged, it wasn't even like thinking. He just moved. Larry launched a series of punches. To Xander's new senses the blows moved in slo-mo. It seemed easy to put himself where Larry's fist wasn't going to be. To anyone looking however Xander was moving like a shadow flitting around and under Larry's assault. Cordelia Chase happened to be watching and thought about getting Harris out of trouble but it proved unnecessary. Xander reached out to grab Larry's flailing fists. As he got a good grip Larry cried out in pain as Xander began hearing Larry's bones groaning and creaking in protest. He, Xander Harris was crushing Larry's hands. He released the huge boy who sank to the ground. Xander looked around at the amazed faces in front of him and dashed off.

It was not until he ran into the library that he realized where he had been going. He burst though the door. "G-man, I'm in trouble."

"How many times have I told you…"

"I kind of went postal on a school bully and."

The doors to the library burst open and Snyder came barreling though them. "So he's here why am I not surprised too find a disruptive student with you Giles."

"It wasn’t my fault." Xander whined

Snyder was not in a good mood. "Tell it to the counselor preparing your suspension."

"Why would you suspend him." Giles asked innocently

"He was brawling with Larry Francis, almost twisted his arm off at the socket."

"This would be the same Larry Francis that has been mentioned several times as bullying certain students. "

"This would be the same Larry Francis that is the backbone of the Defensive line on the football team."

"All the more reason that the Harris boy should serve a few days detention to cool him off. Anything more severe and all the people Larry has bullied, might decide to come forward and formally file a complaint with the school district."

Synder looked at Giles and blinked "you wouldn’t dare."

"Are you a betting man?." Giles seemed to be showing an awful lot of teeth for a friendly conversation.

"You had better hope I've forgotten this by the time the library budget is up for review." Snyder stalked out of the library.

Xander heaved a sigh of relief. "Thanks Giles."

"How did you manage to take out a boy that outweighs you by 15 pounds at least." The Stodgy Librarian sighed

"Got lucky," Xander said evasively "I guess some of those lessons you been giving Buffy have filtered into my Xander-like brain. "

"Well file this lesson along with them, control, since you have obviously have absorbed some of the techniques I've tried to teach Buffy, you can absorb the most important of them. What you know gives you power and with Great Power there must come great responsibility."

Xander sighed "Man oh man Giles, I love a good platitude as much as the next guy but please."

"You might have hurt that boy or yourself trying something I taught Buffy, she is, after all, The Slayer which grants her powers beyond yours and thus requires a level of control I doubt you have."

"I wonder if that's still true." Xander mumbled

"What was that?" Giles asked him

"Nothing G-man, how's about I work off my karma by studying. I have an assignment on Spiders coming up. I thought I would put in some book time."

"Zoology is in the corner. Try not to fight anymore. And if you have to fight, please don’t get caught."

Xander headed in to the stacks and found a big book with pictures. Spiders came in many varieties. Xander checked off the various abilities he had discovered thus far. Fast, strong, agile, spins super strong webs, can stick to any surface. He was getting in the reading when noises distracted him. He emerged from the bookshelves to see Buffy and Willow hands on hips looking at him.

"Xander what's the big idea starting a fight in the cafeteria." Buffy screeched

"How was he to know what was going to happen." Willow said defensively

"What now, is Larry waiting for me after school " Xander asked tiredly

"Worse, Snyder just dumped escort duties on us. We are babysitting kids this evening when they go trick or treating. "

"Xander Luck, always bad."


That afternoon the gang promised to meet at Ethan's Costume Shop. It was brand new So they thought the prices would be more reasonable then at the more exclusive Party Town. Xander had another reason he wanted to meet later; he wanted to test a few of his powers in the rooftops. So he assigned himself a little mission tail Cordy Chase without her knowing he was there. He jumped from roof to roof following her car as it streaked through the downtown core. She had bunch of Cordettes in the car with her and they chatted excitedly among themselves never noticing Xander several stories above them.

Finally convinced of his speed and agility, Xander dropped down in an alleyway across from Party Town and headed toward the door when he felt a tingling sensation. He leapt clear of the doorway as two thieves rushed out carrying guns. They dashed across the street toward the alleyway he had just come from. He went after them. They had to be stopped before they hurt anyone.

He moved faster then he ever had before, He swept up a wall but it was too far to jump across the street. He stretched out his arm and the web thing on the back of his hand shot out a web-line across the street. He swung after them. Halfway through the swing Xander Harris vowed that he would find a way to do this at least once a day because web-swinging was the single coolest thing in the world. He waited until he was over the thugs and then dropped from a great height landing on one, his weight crashed the man to the ground. His partner swung around bringing the shotgun in his hand to bare. Xander moved instinctively, snatching the gun from him and swinging it around to hit him across the face with it. The thief flipped through the air landing on the ground groaning. "Oops didn't mean to hit you quite that hard."

He used his webbing to tie up the thugs. The book he had read had hinted that webbing broke down on its own after a time. He hoped his was the same way.

He grabbed the bag they had been carrying and took it across the street. Two uniform caps were standing outside the store with a stressed out looking owner. The Cordettes, Cordelia among them, were also standing around. Apparently, the closing of the shop for the police investigation was preventing them from buying their Halloween finery. Xander held up the bag. The police were skeptical at first but the fact the bad guys where just on the next block convinced them to drop the whole thing and just arresting the thieves.

"So did you see what happened, Mr. Harris."

"I was taking a short cut. I heard these guys crying out and when I came around the corner there was this guy in a dark costume. He tosses me the bag and tells me that it belongs to the shop across the street.

"And you never got a good look at him"

"He was moving way too fast and I was kind of freaked at see the guys all tied up like that."

"Well thanks for retrieving the evidence." The officer turned the owner of Party Town. "If you can give the security tape Sir, we will make sure the guys who did this get what's coming to them."

After the cops departed. The girls fanned out all over the store with Cordelia eyeing some leopard skin bodysuit looking thing

"Thanks for bringing back my bag kid, consider Party Town on the house for you tonight. "

Xander looked at Cordy "Ah thanks sir But I didn’t do it for the reward."

"But there must be something I can do to pay you back "

Xander watched as Cordy walked out of earshot. "Look I appreciate the gesture but if I walk out of here with anything from this store you can bet those girls won't spend half what they would otherwise, I'm not the most popular guy in my school. "

"Ah nuff said, well if you won't take a reward then at least do me a favour. I have some overage sent to the wrong store. This was sent to me by mistake, it's some day of the dead curio thing." The owner handed him a package." If you could run this over to Ethan's Costumes, that would be wonderful."

"How do you know that I'm going to do it"

"I'll give you fifty bucks for the job." The owner said casually "You also just returned a bag of money tossed at your feet, I'm thinking you have more integrity then to weasel out on me."

Xander grinned and grabbed the package and the money and left.

Cordy was still looking after him when he turned the corner and disappeared.


"This isn't for me," said the man called Ethan

"But the guy"

"He was clearly mistaken. See the marking on the tag there. It shows that this was overstock he had too many of these and let it go, normally he would clearance price it. Maybe he likes you "

"Maybe "

"Can I get back to my paying customers." The English man asked pointedly.

"Yeah sure," Xander said and let him go. The Girls had shown up shortly after he did. Buffy had immediately fallen in love with an elaborate gown. Xander suspected that the outfit was for Angel's benefit. Its look would be similar to what women had worn two hundred years ago when Angel had been human.

Buffy was trying to talk Willow into wearing a hot little number with a short skirt. Willow was reluctant wanting to go with her somewhat traditional ghost costume.

"Willow, the point of Halloween is its come as you aren't it is a chance for a girl to get all wild and crazy with no repercussions. "

"But it's, so not me "

"That’s the point Hun, even Xander is getting into the spirit of the thing. What have you got?"

Xander panicked and snatched up a set of army fatigues. "Solider-Boy, you know, be all that you can be."

"Neat." Buffy smiled "See Xander totally understands the come as you aren't part of Halloween."

"Won't it be cold I should wear something, more…you know, more."

"Nah, it will be fine."

"It will?"

"Well yeah, and if not you could put a body stocking on underneath like Xander's doing. That’s what that other thing is right?"

Xander nodded. "I'll just go to the front an pay for these I'll see you guys outside."

The girls finished the shopping and departed. Only Xander noticed that Willow slipped Ethan a few bucks for the Ghost costume then tucked it away where Buffy couldn’t see it.


That night everything went according to plan for everyone. The kids met Buffy, Willow and Xander on time. They started escorting them around town. Spike and Dru had been planning a quiet night but when Dru had a vision of chaos running rampant, Spike changed his plans. In the back room of his costume shop, Ethan Rayne uttered choice entreaties to Janus to unleash a torrent of magic across the town in a second; everyone who had bought costumes from Ethan changed.

Willow quickly realized she was now no more then a real spirit, which meant that Buffy, was an actual noblewoman. From the fearful screaming she was cutting loose with this was obviously one of those shy retiring helpless types you saw in the old movies.

She looked at Xander in his costume, looking around bewildered at the goings on. "Listen to me you aren't a real soldier." She said desperately

"Of course I'm not a real…" Willow was a ghost. Buffy was a Noblewoman if he did not act possessed by his costume Willow would know there was something different about him. " Don't know what you are talking about Ma'am but there are enemies in the area and they need to be dealt with."

Willow's face fell, but she decided to use him to get Buffy moving. He helped get Buffy back to the Summers house. They ran into Angel on the way and he helped a lot. When they arrived at Buffy's place Willow left to find Giles. Xander was looking for a moment when he could stop pretending to be a soldier and actually do something when they were attacked.

Demons rounded up by Spike and Drusillia were looking for the Slayer with murder on their minds. Angel vamped out to try to defeat them. The simpering noblewoman that used to be Buffy saw the monstrous looking man who had been defending the home and ran screaming into the night.

Xander chased after her vaulting over fences and cars. A pirate that looked very much like Larry confronted him. The pirate growled and lashed out at him with a lethal looking sword. He leapt aside then looked at the big gash in the army fatigues. "Oh well, not much of a joiner anyway." He kicked Larry upward then used his webbing to restrain Larry leaving him hanging from a lamppost.
"Wow Larry twice in one day. Your luck is almost as bad as mine." Then he tossed the rest of the army-boy costume. The outfit the Party Town guy had passed him had come with a mask he pulled it on and looked at his reflection in a nearby mirror. "Wow, I look like…. Actually I'm kind of hot." he smiled at the way the costume form fitted around his now well-defined muscular curves. He looked very Un-Xander-like.

"Time to see what I can do." he thought Taking to the skies over Sunnydale, he web-swung from building to building looking for Buffy and stopping any attacking demons when he could. Finally arriving at a warehouse, he saw Buffy. Cordelia and Angel beset by Spike, Dru, and their hastily assembled army. Crashing through the skylight, he landed in the middle of the room. Guided by his new reflexes and senses he took on every demon in the room tying up some, sending others crashing into doors and walls and just plain outclassing the rest.

"Who the hell are you." Spike swore.

"Scary Spider-man wants to cause trouble." Drusillia whined "Wants to ruin our fun."

"I always saw myself as a friendly neighborhood type." Spider-man punched Spike and sent him smashing him into several crates. Hope that didn’t hurt too much Neighbor."

Spike leapt to his feet and charged the wall-crawler. They traded blows, Spike realized that Spidey was playing with him. He was effortlessly avoiding the vampire's punches before catching Spike's fist and twirling him in the air before slamming him into the ground.

His spider-sense flared and he looked around to see Drusillia holding Cordelia. Her fingers poised to rip Cordy's pretty throat open. "Nasty Spider-man should leave my Spiky alone or Pretty Kitty will be crying."

Spider-man picked Spike up and hurled him one-handed toward Dru and Cordy. The Cheerleader's reflexes kicked in like Xander had hoped and she dropped to the ground. The body of Spike crashed into Dru sending them both sprawling to the ground. "Bowling for Dimwits, my favorite." Spider-man snidely remarked.

"You saved me" Cordelia gushed, then hit him "You saved me by throwing a vampire at my head."

She looked around. "Where is Xander, Xander must still be out there."

"Kid in the fatigues, thought he was GI-Joe? I left him guarding a bunch of kids by the library. When all of this is over he'll probably wander home on his own."

Across town, Giles sniffed out the location of Ethan. He "persuaded" the chaos mage to surrender the means to lift the spell. Giles smashed a bust of the two-faced god Janus and the magic powering the spell vanished. A wave of magic swept over the town.

Buffy suddenly restored to her normal Slaying self chased off Spike and Dru. Spike and Drusillia fled the warehouse. Spike was cursing angered that he had missed his shot at killing the Slayer because of the interference of that spider-man. Spider-man himself slipped out the back.

Buffy and Willow headed home where they found Xander tired and remorseful at having missed the real action. Willow raved about Spider-man for most of the night and even Cordy seemed entranced by the debut of the Webbed Wonder. Buffy however, seemed put out by the appearance of this masked vigilante.

As for Xander He spent the rest of the night making a few small changes to the costume when the dawn came, he tried it on again. The suit now boasted a webbed demi-cape and the mask now concealed his entire head.

"All right Sunnydale you've got a new champion to deal with from here on out. Whenever and wherever there's trouble, you'll find your friendly neighborhood Spider-Man."

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