"Catch ya on the flip side!"Cried a pretty, petite blond girl named Buffy Summers. "You guys are so past tense!"

"Go BUFFY!"Cried a glamorous brunette called Cordelia Chase.

"Quit with the cheerleading, Cordy."Xander said as Buffy stuck a wooden stake through the heart of the vampire. They were interrupted in their congratulations by the sound of another set of hands applauding.

"Spike."Buffy groaned, as she turned around."You did that the first time.."Buffy trailed off when she realized the stranger was not Spike, but a man with longer blond hair and a larger build."Who are you?"

"A friend, and that's all you need to know for now."Came the response.

"Well, could you come into the light so we can see you."Asked a timid girl named Willow.

"I can't do that."He said.

"Why not?"Buffy asked.

"I prefer to fight in the dark."

"What?"Buffy was completely at a loss for words. Just then, a vampire came down from the rafters. Everyone's jaws dropped as the stranger made quick work of the vampire, and finished it with a makeshift stake from a chair leg. The man dusted off his hands.

"Easier then the guys I used to fight."He said. Buffy could see him holding his belt buckle, just like Angel.Angel.

"Angel?"Buffy asked, taking an unsure step towards him.

"Nope."Said another voice."Why are you here?"

"I had to see the new slayer, after all, what's a shifter without a slayer?"

"You stay away from her."Angel said, with a hint of malice in his voice. Then Angel attacked. Angel was obviously more of an even match for the stranger. Angel slowly drove the intruder into the light. All three girls gasped when they saw how good looking the man was.

"Break me off a piece of that!"Cordelia murmered to Willow and Buffy. Slowly, the stranger began to gain the upper hand. Finally, with one last roundhouse kick, Angel fell to the ground in bitter defeat.

"So, now you know what I look like, you'd know soon enough anyway."Turning around, the man glanced around."In your words, Buffy, catch ya' on the flip side."The man began doing back handsprings until he was out of the abandoned warehouse. Buffy ran to the door, with the others hot on her heels, just in time to see a bright red Dodge Viper speed off into the distance.

"Angel, who was that?"Buffy asked, as she turned to her boyfriend.

"His name is William James Cranston, but everyone calls him Billy."Angel sat down on a long dormant conveyor belt."He is what we call a shifter. Just like the name suggest's, he, and others like him, have the uncanny ability to change into the form of anyone or anything they choose."

"So that might not be what he really looks like, then?"Cordelia asked, a hint of despondency in her voice.

"No, that's what he really looks like."Angel said, reassuringly,"He's been like that for over 24 hours at a time."

"What happens if a shifter stays in a, umm, shift for over 24 hours."Xander asked.

"They have to stay like that for all eternity."Angel said."And, yes, it's called a shift."

-Sunnydale high-

"Class, today we have a new student."Said the teacher, as she went to the door."I'd like you to give a warm welcome to William Cranston."

"Buffy, did she just say what I think she said?"Asked Willow."Because if she did, we could be in a lot of trouble."Willow trailed off as the same man that had intruded on Buffy's slaying walked into the class.

"Actually, it's Billy."He said. He was wearing a black leather jacket, a grey shirt, and light blue jeans. He had every girl's eyes riveted on him as he looked at the teacher."Where do I sit?"

"Over there behind Buffy, would you raise you're hand?"Slowly and reluctantly, Buffy raised her hand. With a smile, Billy walked over to the desk.

"So we meet again."He whispered to Buffy."Midnight, the library, be there."

"Wouldn't miss it for the world."

-Outside Sunnydale High-

"So you're the new guy, huh?"Said Drake, the new tough guy since the other bully was discovered to be gay by Xander.

"That'd be me."Said Billy, as he stood up to throw his milk carton into the garbage can 30 feet away, and got it in."What do you want?"

"To find out if you're as wussy as you look."He said. Drake took a fighting stance."Lets do this." Buffy ran over to the two boys and looked at Billy.

"Billy, please don't do this."She whispered."You could kill him, no problem."

"I'll go easy on him."He hissed back."A black eye and a split lip should do the trick, nobody gets picked on while I'm around."

"If you swear that's all you'll do."Buffy said.

"I swear, I wouldn't have the guts to KILL him. But the undead, that's another story." With a roundhouse kick to the head, punch in the stomache, and a low foot sweep, Drake went crashing to the ground with no more then a split lip and a black eye."

"Talk about exact."Buffy said, as she walked over to Billy,"No more and no less then what you said was he got."

"Actually, he might wind up with a bump on his head from that roundhouse and a bruise or two on his back when he hit the ground, but nothing else save the given."Billy dumped the remainder of his lunch in the garbage and headed into the school, once again, with every girl's eye's riveted on him.

-The library-

"So this is the slayer's 'batcave', in a matter of speaking."Said Billy, as he walked in the library. All of his sun-bleached blond hair was slicked back now."So, do you work out here, too?"

"Usually, I just train here, but I work out in the gym."Buffy said, as she lay a stake on the table.

"Don't worry, Angel."Billy said."I'm not here to fight her. You can come out now." Angel came out of the storage room.

"How did you now he was here?"Cordelia asked.

"Cuz' it smells like he hasn't had a shower since the telephone was invented. Buddy, here's a tip. There's this new thing called soap, look into it sometime."Angel glared at him and left the library.

"How come you're so mean?"Cordelia asked, yet again.

"Well, actually, my dad thinks I turned out pretty good. Despite my shortcomings, most of which are genetic or environmental and my his fault anyway."

"Huh?"Said all other's in the library in unison.

"Never mind."Billy said with a flippant wave of his hand.

"So, new order of business."Said Buffy."What do you want?"

"To help you."Said Billy."We both have something in common. Something that Angel doesn't even share entirely with you."

"What?"Buffy said, coldly.

"Loneliness."He said."Now before you start going on about how lonely Angel must be, remember this. He is a creature of the night. He isn't lonely, he's just wallowing in his guilt for what he can do nothing about."

"What is he talking ab."Cordelia began.

"Listen, honey. Not important."Billy walked over to where Buffy had laid the stake and tossed it to her, and she didn't catch it."Unless you can do something else beside's playing tonsil hockey with Xander, it's not important."

"Well, tell us."Said Buffy."How are you lonely?"

"Tell me, what is so special about a little California town called Angel Grove?"

"That's the Power rangers,"Said Willow,"why?"

"You're looking at the original blue Mighty Morphin Power Ranger."

"Yeah right."Said Xander."And I'm Sailor Moon."

"Are you always so sarcastic?"Billy asked, as he picked up a book on quantum theory."Whoa, there's something in here that was published after 1766!"He said, as he flipped."But it is all wrong."

"You're into science?"Asked Willow.

"I may be older than Angel, but I am not completely out of date."He smiled at Willow.Then she heard a voice in her head.

"Don't move. Don't worry, it's me, Billy. Move a little to the right. Perfect."

Just then, a small dart flew into the room, missing Willow by mere centimetres. Billy walked over and picked it up. Sniffing the tip, he turned and let it fly up into an open air conditioning vent. They heard a painful yell, and a body fell out of the vent. Billy paled when he saw the face.

"Oh my god."He said. Looking around, he grabbed the still shaking Willow and pulled her close."Willow, no questions asked, come with me now. We have to get out of here."

"Willow's not going anywhere with you until we know what's going on."

"There's no time unless all inquiring minds come, too."He started towards the door with Willow when Buffy intercepted.

"Stop right now, you will make time to tell us."She said.

"If you value your friends life, you'll let us leave. I'm the only one with the knowledge and abilities to protect her."He looked around."It may already be too late."

"I'm going with you."Buffy said.

"Fine, the more people that can fight, the better."He glanced around."You three, start wittling stakes. Buffy, you contact Angel. I'm gonna get Willow out of here. I'll meet you.."He trailed off, then whispered to Buffy,"at the belltower of the Catholic Church at a half hour to midnight."Then in a normal voice he said."Buffy, can you tell Cordy how to get ahold of Angel, I'll need your help. Cordy, tell him..Orcena, helfia, velpea, kerti, cuoreis. It's a long lost code, he'll know what it means. Lets do it!"

"It's not going to be as easy as we thought."Said a woman with a black shroud covering her evil features."This guy's good, and she's friends with a slayer."

"Don't worry, my dear."Said a man in a similar shroud."These factors are merely delaying the inevitable. Willow will be back where she belongs. And so will that pretty boy shifter, Billy, and his pretty boy vampire friend, Angelus. In the hands of evil."

"The blond one."Said Drusilla."He has a strange power protecing him from the dark. It scares me, Spike."She said.

"Don't worry, baby."He said, as he rolled over to her in his wheelchair."I'll take care of it soon enough."

"You mean, WE will take care of it. You're in no condition to fight."Said the same woman as earlier.

"By the great Aries, god of war, we will win."Said the man.

"And by the great God almighty, good will reign supreme."Said a voice. All four inhabitants of the abandoned warehouse turned around."Sorry to crash your little party, here, but I figured I'd let you know the power protecting me will protect Willow, as well. It is so great, none of your feeble minds could possibly comprehend or infiltrate it in any way. My teacher saw to that."He smiled."Personally."

"You are so sure, yet you tremble."Said Drusilla."You speak like a lion, but have the nerve of a kitten."

"And your MAN is just the villian of the universe?"Billy retorted."Face the facts, honey. Spike is a has-been, and you know it. Now why don't you tell me why Willow is being chased?"

"She has a highly developed brain, like you. She belongs with people like her. We will also turn you and Angel back to your rightful side."

"Wait, lemme guess. Evil, right?"He smirked."Chaaaaaaa, ya know what? Uh uh!"

"So, whats the 411?"Asked Buffy.

"They want Willow to be in a environment with people like her."He said."Those people being other brains. They also want to turn Angel and I back to evil. Jeez, Return of the Jedi all over again!"When he received odd looks from everyone,he added."Never mind."

"You both used to be evil?"Cordelia asked."Just how old are you, anyway?"

"I'm just over one hundred and fifty. I've been through high school eight times!"Then turning to Cordelia, he said."Yes, I was evil for about fifty-nine years. I discovered my abilities when my grandfather told me so. Anyway, the coterie that's after Willow is like what was called on you, once, Buffy. Only deadlier. They kill anyone who gets in the way of their goal."

"They also can't tread on holy ground."Said Angel."Good thinking, Billy. We can hide Willow there until we can come to a good deal with those losers."

-Outside the church-

"Well, that was easy."Cordelia said, cheerfully.

"Yeah, too easy."Billy said."We'd better hurry."He took Willow by the elbow, and Angel took her other elbow, then, surrounded by the two extremely good looking immortals, she was escorted into the safety of the huge church. Buffy, Xander, Cordelia and Giles followed. They finally reached the main sanctuary and sat down in the front pews.

"What's our next move?"Asked Buffy.

"You and Xander will stay here to guard Willow. Cordy, you go hide in here."Billy walked over to a large pillar of stone. He hit a single stone, and a secret door slid open to reveal a staircase."Willow, if the time comes when you are in danger, and Buffy and Xander can't help you, go in here and climb up the stairs. There is a room at the top where you will be safe for the time being. Angel and I will go out and fight off your pursuers, Willow."Cordelia climbed the stairs, and the door slid shut behind her. Willow sat on an offering table, as Buffy and Xander checked the place out alittle. Angel and Billy ran outside into the churchyard.

-In the churchyard-

"So,"Said Angel."What now?"

"We wait."He said."And, no, you cannot go in there and play kissy face with your girlfriend. Willow's safety is more important than you making out with Buffy."

"Willow will never be safe, and you know it!"Cried a voice. Angel and Billy looked up to see a huge group of undead walking towards them."Unless you give something to us, Billy."Said the woman who had been talking to Spike and Drusilla earlier.

"Like what?"Asked Billy.

"Like your soul!"Said Drusilla."You must be evil for us to call them off."

"You must call them off, first."Said Billy."You know I never go back on my word."

"Fine."Said Drusilla."Leave this place, you are no longer needed!"She turned to Billy."It is time."

"I'm ready."He said.

Drusilla chanted something under her breath. Angel soon realized it was the spell. A yellow light washed over Billys eyes. He blinked and smiled. Only this wasn;t his trademark smirk, this was an evil smile. Billy turned and walked away with Drusilla. Buffy and her friends were in for a big challenge. Billy woulds have to be turned back to the good side, and soon. Or not only Sunnydale, but the entire world would be doomed to a certain demise. Slow and painful. Angel turned and trudged back into the church to tell the others the bad news.

The End?