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.

Tara was jarred awake by a slap to the face which made her cheek sting. She hissed in pain and opened her eyes, not at all surprised to see Malice leering at her.

"Happy to see me?"

The blonde realized her hands were being suspended above her head, and she was hanging about a foot or so off the ground. "Not really." She couldn't tell where they were, the room was dark except for a light in the ceiling. "Is this your idea of a first date? Because frankly..."

Malice slapped her again. "I'd watch the tone if I were you. Your girl-toy manages to make it work but it doesn't come out of your mouth right, Lightshield. Or should I call you Tara?"

"Like I care. Where's... Thunderbolt?"

"You mean Willow? Why bother standing on formality? We both know my partner is very familiar with yours. I hate the stupid code-names thing anyway. Just call me Amy."

"Where is she?"

"Temper temper. I have to say, you're beautiful when you're angry." Amy stroked the blonde's cheek. "It's such a pity I don't swing that way. Oh well." She grabbed the edge of her cape and twirled around. "Allow me to welcome you to our new hideout. Now I can't tell you where it is, for obvious reasons, but I will say that we're still in good old Sunnydale and your precious facility isn't as unique as it used to be."

Tara strained against the manacles binding her wrists, and a brief jolt of electricity shocked down any gathering of her energies she might have attempted. "Tell me where Willow is!"

"Right next door. My partner is... what was it you said? Oh." Amy smiled. "Interrogating her. I thought you might want to watch so I arranged for a private viewing." She gestured and a small set of curtains swung open to reveal a one-way mirror through which they could see into another dark room identical to their own. Willow was chained to a wall as well, and was struggling. "I just wish I had some popcorn."

Tara blinked. The person in the room with Willow, wasn't who she was expecting.

Willow couldn't use her powers to escape her bonds like she had done in the past, because every time she tried a jolt of electricity from the manacles shattered her concentration. She was also still coping with the thoughts of betrayal directed at the woman on the other side of the room.

"Why? Why are you doing this?"

Faith stopped playing with her hair and cocked her head. "Doing what?"

"We're your friends. How could you choose a psycho like Malice over us?"

"Oh, that." The brunette shrugged her shoulders. "I didn't."

"The hell you didn't! You hit me from behind! Damn it, Faith! If you decided to switch sides on us, you could've at least had the respect to do it to my face!"

Faith grabbed Willow's chin. "Yes, your pretty, pretty face. One I used to enjoy so much seeing tucked between my legs. Haven't you figured it out yet, lover? I'm not who you think I am." The brunette Willow knew as Amazon changed, into a shorter, raven-haired woman in a red and black outfit. She smirked.

Willow felt like she was going to be sick. "Hellion."

"Hey! I told you before, don't call me that!" The shorter woman slapped Willow. "You are to use my real name!" She slapped Willow again. "Now say it! Say my name!"

Willow looked her ex-girlfriend in the eye, her cheek burning, and hissed. "Kennedy."

In the other room, Tara gasped. "Hellion?"

Malice's partner was a shape-shifter, but as far as Tara knew she was only supposed to be able to change into an admittedly wide variety of animals, not duplicate specific people.

Yet she had been indistinguishable from Faith. "How is that...the Augment."

Amy nodded. "Both of us. I can influence minds from a distance now and you felt first-hand how much stronger my agony beams are. Ken's boost though? Wow. See, she doesn't just change shape anymore, she really becomes whomever or whatever it is she's turning into. She gets their powers, if they're a Super, and sometimes even their memories, if she touches the person beforehand."

"So how did she get to Faith? She hardly ever leaves the Facility."

"Hardly being the operative term. Even you superhero types need a break every now and then." Amy leaned back against the mirror and rested her hands on her hips. "It seem that a couple of months ago, your Miss Faith had the misfortune of running into Kennedy in a bar. They really hit it off. Of course, Amazon didn't know that hunky guy who was hitting on her was actually Hellion in disguise or that when 'he' took her back to 'his' place she'd actually be walking into a trap. She's been here ever since."

"Months? So she's been in the Facility, observing us, all this time?"

Amy nodded. "Oh yes. She's gotten all kinds of really interesting facts and figures. Personnel. Defenses. Pretty soon we'll be all set to bring that place down around their ears, and all those stupid, defenseless men who look to their super-women to protect them won't have a prayer!"

Tara pulled against her bonds harder now, and got an even bigger electric shock.

Willow's stomach turned at how Kennedy was leering at her. Back in college it was flattering to think someone was so interested in her. Once she realized what kind of person her girlfriend really was it became creepy, and in the end became outright disgust.

And all that was before Kennedy's S-genes were activated by a radiological spill caused when the infamous Red Storm swept through town. The woman Willow had once known and believed she could love lost her identity, and her sanity, and became totally obsessed with her ex. When she got powers of her own and became a public figure alongside her current lover, the newly christened Hellion came after them. No one knew exactly how or why she and Malice met, but they seemed to make the perfect team.

"Where's the real Faith? Did you kill her?"

Kennedy shook her head. "No. Not yet anyway. She's downstairs. We thought about putting her in the Augment, but besides the fact it might make her strong enough to escape she's also one of you goody-two shoes types. We figured it'd take too long to warp her mind, so we decided to do this instead."

"What are you doing? And where's Tara?"

"Oh, you mean the bitch who stole you from me? You really wanna know? Okay." Kennedy grabbed Willow and kissed her hard. Willow resisted, but given her position there wasn't anything she could do until the other woman finally stopped and leaned back, smirking.

Willow's face was bright red. "What the hell did you do that for?"

"I have to touch someone if I want to copy their powers." Kennedy transformed into a duplicate of Willow, who gasped as her own hand began to glow. "Like this." She fired a blast, shattering the mirror that separated their two rooms. In the other, Amy stood up and Tara opened her eyes. "See?"

"Hey!" Amy actually looked angry. "You bitch! You nearly took my head off!"

"I'd apologize," said the pseudo-Willow. "But we both know it's a lie, so let's just move on shall we?" She turned back into Kennedy. "You girls ready for round two? Or is it three? I've lost track."

"What are you going to do?" Tara asked. "If you wanted to kill us..."

"You'd be dead already," said Amy. "That's right. And as much as that thought breaks a warm, fuzzy feeling to my heart Kenn just can't seem to bring herself to finish off her ex. She decided to play instead, and unfortunately for you, her favorite game happens to be torture the blonde in front of the redhead."

Willow pulled against the manacles so hard she got a shock that sent a knife of pain straight down her spine and made her mind feel like it was on fire. "Don't you dare... touch her!"

"Or what?" Kennedy asked. She transformed into Faith, and used Amazon's strength to rip the wall dividing their two rooms apart, then changed back. "I'm not the same pathetic little weakling you dumped back in college. Don't you see? I can be everything you've always wanted." She took off her glove to stroke Tara's cheek, blew her a kiss and then transformed into the blonde. "Even if it means wearing this face."