Author: Kirk Baldridge
Rating: PG-13 to R
Disclaimer: I do not own any of these characters. If I did, I'd treat them better than... some people.

Sunnydale wasn't a particularly large or expansive city, and while Buffy had never actually flown over it she had studied detailed maps during her training. She more or less knew where everything was, but in this case she didn't have any idea where specifically they were going.

Given their current speed, which was a fraction of what they were both capable of, according to the files, Buffy knew Thunderbolt and Lightshield could have traversed the entire city in seconds. They had speed and experience and probably could have cleared up whatever the problem was before she got there, but luckily for her as soon as they realized she was falling behind they slowed down.

Buffy heard a quiet beep in her right ear. She touched the communicator. "Uhm, yes?"

"You okay?" Lightshield's voice asked. Up ahead, she saw the other blonde looking over her shoulder.

"A little flying envy I guess. Always thought I was fast but you guys make me look like I'm standing still." Buffy shook her head. "I'll get over it." She scanned the city below. "So where are we going?"

"Police reports indicate superhuman activity near a local hotspot. We're supposed to check it out."

"Don't forget, you're still new at this," said Thunderbolt. "Just stay back and watch us."

Buffy nodded. "Anything you say. You're the boss..es." As they rounded an apartment building she saw a column of smoke rising from the skylight of a club called the Bronze. There were people scattered about the sidewalk and street, injured or worse, and a gaping hole where the front door had been. "Damn." Thunderbolt motioned to a roof they were passing over and she came in for a landing there while Thunderbolt and Lightshield touched down in front of the club itself. "I can't see anything from out here."

"Don't worry," she heard Lightshield's voice say. "If this is who I think, you'll get your chance."

Someone inside the club began laughing hysterically, and so loud Buffy could hear it from across the street. "If it isn't the mighty heroes. Come to see little ol' me? I'm touched."

"In the head," said Thunderbolt. "Get your ass out here, Nightmare. I'm not in the mood."

An inhuman figure stepped out of the shadows. She had leathery dark red skin, a pair of black horns curving out of a ridged brow over two slitted golden eyes and sharp fangs. A studded black bodysuit clung to her every curve, baring her muscular arms and legs, and freeing a pointed tail to whip around behind her as a pair of bat-like wings curved down around her shoulders like a cape.

"Have it your way, my dear Thunderbolt. But I will so miss our witty banter."

Buffy recognized the woman from the Facility files. A young actress, renowned for her vanity, who resorted to a dangerous type of S-gene therapy in a vain attempt to reclaim her lost beauty after a disfiguring accident. Instead it mutated her body, into a grotesque mockery of humanity, and unhinged her mind so the already less than stable Cordelia Chase became utterly insane and homicidal.

"Why are you here Nightmare?" Lightshield asked. "When you escaped Walsh why didn't you leave the city? It's insane. You must have known you'd show up to stop you."

Nightmare laughed. "Of course I did." As the demonic figure was talking Buffy noticed movement in the crowd, behind Thunderbolt and Lightshield. "In fact, we were counting on it."

Buffy saw a woman in green knocking slithering between the people. She wore a scaly costume, with a metallic snake-head helmet. "Vipera." Accidentally injected with experimental, genetically altered snake venom, the former scientist was now a deadly assassin. Winifred Burkle now possessed enhanced strength, speed, and agility, and an immunity to all known toxins. "Oh no." She touched her communicator. "Watch out behind you!"

Thunderbolt and Lightshield turned and saw the approaching snake-woman. Nightmare and Vipera were coming at them from two different directions, so they responded by moving back to back. The redhead clenched her fists and lightning-like energy began crackling around them while a gentler, yet equally bright, light filled the blonde's outstretched palms. The two of them stood silent and still, poised for battle.

Buffy stood at the edge of the roof, barely able to contain herself. She was finally going to see her heroes fight in person. Thunderbolt and Lightshield were practically legends, having risen from obscurity to become the stars of superdom and the protectors of Sunnydale, and a number of the women at the training academy she'd attended considered them to be role-models. She was so focused on the conflict unfolding below her, however, she failed to notice two figures leaping onto the rooftop behind her.

One was a compact but muscular woman, with jet-black hair tied into a ponytail so tight it seemed like it would make her head hurt. She wore a form-fitting black and red full-body costume with protective armor on her torso, black boots and gloves, and carried what appeared to be a whip on her belt. Her mask was reminiscent of a human skull, only one of a gleaming red metal instead of bone.

The other was a long, lean brunette, who moved with less athletic grace than her companion. She wore a green and yellow costume made of an oddly metallic looking material, under a hooded cape that swept majestically out behind her. Her features were fully hidden under a solid, one piece mask, half yellow and half green, which made one side of her face appear smiling and the other scowling.

Both women paused when they saw Buffy, with her back to them. The skull-faced woman pointed at her and the other shook her head. From their body language it appeared they were surprised to see the blonde and now had to decide how to proceed with whatever they were planning to do. That decision was taken out of their hands when a patch of gravel under the hooded woman's heel scattered as she took a step, and Buffy was finally alerted to their presence. She turned, her eyes widening as she recognized them both.

The skull-faced woman was Hellion. Her origin, not to mention her real name, wasn't listed anywhere but it had long been rumored she had some link to Thunderbolt. The extent of her powers, other than enhanced strength and durability, were not clear but it was widely acknowledged that she was one of the strongest and toughest foes the Facility's finest had ever encountered.

Her companion's reputation likewise proceeded her. Malice. A psychologist who had a mental breakdown after being exposed to stolen radioactive material, which activated her S-genes, Amy Madison possessed the ability to manipulate emotions at a thought and could cause synapses to fire pain signals to incapacitate or even kill even the strongest Norms and Supers alike.

Buffy paled. She wasn't ready for this at all.

Lightshield brought her hands up as Nightmare lunged at her.

She had taken the pseudo-demon on and won in the past, and knew full well what she was capable of, so she was genuinely surprised when Nightmare suddenly unleashed bolts of crackling black energy from her eyes. That had never been one of her powers before! She was so taken aback she almost neglected to bolster the strength of her defense in time and the beams struck the barrier she had erected between them and continued on, nearly piercing it before finally running out of juice and fizzling away.

"Okay," said the blonde. "That was... different."

"Liked it did you?" Nightmare asked. "As you can see, I've gotten an upgrade." She smirked. "Just like my friend, whose showing your partner how to dance."

Lightshield quickly glanced over her shoulder, while keeping her barrier in place.

Vipera did flips from side to side, cackling as she deftly avoided the lightning-like bolts of energy Thunderbolt was firing from her hands. She had always been fast before, but never demonstrated agility enough to do anything like this. And she didn't seem to be trying very hard either.

"Stand still, damn you!" Thunderbolt was quickly becoming frustrated.

Vipera grabbed a lightpost, spun around it a couple of times, and stopped. She cocked her head. "What do I look like?" She flipped backwards to avoid a blast, which cut the lightpost in half and sent it tumbling into the street. "I may be crazy, but I'm not stupid. That would hurt."

"I don't like this," said Lightshield. "They were never this good before."

Thunderbolt nodded. "I know. Somehow, they've gotten new powers or something."

"I like to think of it as an upgrade," said Nightmare. "Courtesy of..." She shook her head and smiled. "...well, that would be cheating, now wouldn't it? You know how to play this game. If you want to find out who hired us all you have to do is capture us."

"That shouldn't be too hard for a couple of big-time superheroes, should it?" Vipera hissed. "Since you're here I have another new trick I'd love to share with you ladies!" She opened her mouth as wide as possible and spit out a stream of viscous green liquid.

Lightshield threw up a barrier in front of her partner. The liquid splashed all over it, and she could feel it eating away at her force field. "Acid?"

"Acidic venom, actually," said Vipera. "Like it? I have gallons more where that came from."

Thunderbolt frowned. "Sounds like you've got your hands full over there. Why don't we switch?"

"Good idea." Lightshield pumped more energy into her barriers as she and Thunderbolt rotated positions, while keeping a close eye on their opponents, who attacked at the same time. Vipera spit out several streams of venom while Nightmare fired two more blasts. "Now!" At the last second she dropped the barrier in front of Thunderbolt and used that energy to bolster the one in front of her.

Thunderbolt, meanwhile, fired back with blasts of her own. They collided and a backlash knocked all four super women off their feet, shattering every window on the block. For several moments they all just lay there, stunned, but it was Nightmare who recovered first.

"Well, that was bracing." The pseudo-demon rolled her shoulders and flexed her wings. "You know, I used to be so scared of you both." She shook her head. "What the hell was I thinking?"

Vipera straddled the still prone Lightshield, who was no longer protected by her shield, and grabbed the blonde by the hair. "Time for you to say bye-bye, goldielocks!"

"No!" Thunderbolt fired a blast of energy that, given her current position, even the snake-woman couldn't avoid, which propelled Vipera across the street and into the side of a parked car.

"How sweet." Nightmare punched the redhead in the face, staggering her. "Protecting your girlfriend? I'm afraid that romantic gesture is going to cost you however!" She wrapped her tail around Thunderbolt's wrists, to prevent her from using her powers, and black energy filled her eyes.

Lightshield held her hand up. Nightmare's blasts struck the hastily erected barrier and were reflected right back at her. The pseudo-demon staggered and fell flat on her back, unconscious.

Thunderbolt smiled at her partner. "Thanks."

"Don't mention it." Lightshield lay her head back and sighed. "If somebody's handing out S-gene upgrades, we're going to be in for a world of trouble."

Thunderbolt nodded and touched her communicator. "How was that?" No reply. "Buffy?"

Lightshield tried her own. "Are you okay?" She got to her feet. "Let's go!"

"Right behind you!"

As they approached the rooftop where they had left the other blonde there was a sudden explosion of flames in every direction that threatened to knock both super-women out of the air. They recovered quickly though and did a flyover to see what happened. Not surprisingly, the roof was on fire. In the middle of a burning crater Buffy lay in a fetal position, naked and unconscious but apparently alive.

"What the hell was that?" Thunderbolt asked.

Lightshield shook her head. "I have no idea. Look, I'll put out the fire and check on her, you call the Facility and keep an eye on our two friends downstairs until a containment unit arrives."

"Right."