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The Next Morning, Beorn's House

Xander's POV

THUNK!

That was the noise that woke him from his slumber but fortunately he wasn't so startled that he was at risk of falling out of the chair he'd chosen to fall asleep in. Not that there'd been any other decent places to sleep in the house that also served as a barn, given the sheer size of the combined group of Thorin's band and the Sunnydale survivors. Still, he'd slept in worse ways than in a chair so it hadn't taken him too long to fall asleep.

However, much like he suspected it'd been for the others, his sleep had not been a pleasant one. With their minds no longer occupied by running and hiding or anything to do with being awake, their brains had been free to deal with their new baggage from Kaleidoscope and Rayne's spell. While it would've been nice for the Scoobies and others to only have to deal with the physical changes they'd undergone, he'd known from the moment the spell ended that there was more to it. The moment he was able to identify Kaleidoscope, he'd known he had extra info in his head because a picture in a Japanese manga was too different to a real live person to make a positive I.D. The time they'd spent running alongside Thorin's group had only given him more moments to tease some info from the depths of his mind and they confirmed the truth.

Of the ten Servants they'd dressed up as and partially been transformed into, they also had inherited mental aspects ranging from memories to mannerisms.

Many of the heroic spirits to whom they were now connected were good people for the most part, even if he didn't know which Servants Drusilla, or 'Mina', had dressed up as. It was a solid fact that no heroic spirit summoned by the Holy Grail responded without a wish of their own they would like granted. For almost all of them it required that they defeat all the other Servants but for Archer EMIYA, his desire had only required that he be summoned at all to the point in time he desired. He knew from reading the manga that Artoria responded in the hopes that she could prevent her younger self from pulling Caliburn from the stone. For Medusa he imagined it was to somehow save her sisters from her Gorgon form, or at the least bring them back to life. The list went on and on from there. He had no doubt that last night many of the changed people of Sunnydale had been subjected to the dream distorted memories of their fictional counterparts.

While it had been difficult for him to see Archer EMIYA's life, the tragic attempt to save everyone as a true champion of justice, it had not been so bad so as to waken him from his sleep.

THUNK!

Hopefully everybody's gotten enough sleep to make it through the day okay, he thought as he got up from his chair to see what was going on.

Seeing a good many of the group crowded around ever window and crack on the left side of the house, he plodded on over to the closest one that he wouldn't have to shove anyone away from to get a look through himself.

"I say we should leg it," Nori said, sounding like he was a little short of courage at the moment. "Slip out the back way."

"I am not running from anyone, beast or no," Dwalin said, sounding like every soldier upon hearing the suggestion to flee from a fight.

Peeking through the window he saw a man dressed only in pants chopping wood outside, very tall, and making him draw comparisons to the X-Man Wolverine at least in terms of hairiness. Still, with the way the man was wielding the axe and the evident muscles, it was a safe bet that only someone of equal strength or reduced intelligence would dare approach such a person. The fact that the man could transform into a giant bear was a concern seeing as how normal bears were said to be capable of killing a human being with one swipe of its paw. If the man was as strong as he thought in either form then pissing such a man off was the last thing he wanted to do.

"There is no point in arguing. We cannot pass through the wild alone without Beorn's help," Gandalf said, cutting through the discussion before moving towards the door. "We would be hunted down long before we reached the forest."

"I assume you are referring to the horses he has?" Giles said, looking away from the window to gaze upon the wizard. "Indeed, if he would agree to loan them to us we could put considerable distance between us and our pursuers."

"That is the plan," Gandalf said, turning back once he reached the door. "This will require delicate handling. We must tread very carefully. The last person to startle him was torn to shreds. Bilbo? Come with me."

After having gotten a look at the large man, he had no doubt that the man outside could tear an average person to shreds either as he was or as a large bear. While there existed a chance that the twenty-four of them could indeed overcome the axe wielder in terms of sheer number, he didn't think that they could do so without at least a couple of them dying and the rest being seriously injured. Better to try it Gandalf's way in the hopes of ending things peacefully rather than with violence.

"I will go first with Bilbo," Gandalf said, waving the Hobbit to his side. "The rest of you do not come out until I give you the signal."

"Right. Wait for the signal," Bofur said efficiently, not looking like he was about to toss aside the advice of a wizard.

"No sudden moves or loud noises and don't overcrowd him. Only come out in PAIRS," Gandalf said before looking over at Bombur. "Well…,er, Bombur, you count as two, so you come out by yourself. REMEMBER… wait for the signal."

With that the wizard and the Hobbit left the house-slash-barn to try to open a dialogue with their host but there was one little detail that had not been explained.

"What's the signal?" Bofur asked, sounding like it might've been something he'd accidentally missed.

Too bad the rest of the house's occupants were equally clueless on that matter.

Guess old age gets even powerful wizards, he thought even as he smiled at staff wielder's joke about Bombur's size.

If the large Dwarf didn't mind then he didn't either.

"I could probably take him by myself," Dawn said from her spot near the window. "As a bear he'll be strong but stupid. As he is now he'll be smart but with no armor and just that axe I could bring him down in under ten swings of my sword."

"We're not taking anyone down, Dawn," Missus S said disapprovingly at her youngest's idea. "We aren't thieves or murderers."

"It was just an idea," Dawn said, looking a little bit guilty and sorry at her mother's chastisement.

"Let's keep it in reserve in case Gandalf's efforts fail," Thorin said, exerting his command over the rest of them. "Master Giles was not wrong when he said that the horses would be useful in evading Azog and his Orc band. If we cannot acquire them through words we may have no choice but to gain them by force of arms."

He only frowned at this unable to find fault with the man's words but not feeling comfortable with the idea of killing Beorn for his horses. Better to simply find a way to immobilize the man or render him unconscious then take the horses they needed. From what he'd heard from Gandalf, they'd be going into a forest soon enough and such a place wouldn't be the best place for horses, especially if Azog decided to follow them inside. The horses could be set free once they got to the forest's edge and could likely find their way back to their keeper easily enough.

"Now!" Bofur declared from his spot by the window. "Gandalf's given the signal!"

After a bit of nonverbal debate Dwalin and Balin were the first to exit the house, looking like they were doing their best to appear nonthreatening and friendly.

Funny how whenever someone tried to do that they tend to screw things up.

From there things just snowballed until he and Willow exited the house to show themselves. Judging from the look on Beorn's face, it didn't look like he was happy but he also didn't look like he was about to use the axe in his hands to chop them all in half. As for Gandalf, it looked like the wizard was beginning to realize how big a trip up he'd made by exiting the house before clearly stating what the signal to begin trickling out of the house.

The old man looked a lot like Giles often did after hearing the nickname 'G-Man' after a particularly trying day of being a high school librarian.

It was as he waited to see what would happen next that he noticed an odd look cross Beorn's face and, when he followed the skin-changer's gaze, he found that it was centered on the fox-girl standing next to him. He pondered this for only a moment before he realized the reason for this.

Beorn possessed the ability to change into a large bear whenever he wanted to and, if his suspicions were correct, Willow might possess a similar ability to change her form. Even if she didn't, the master of the house probably assumed she could with the ears atop her head and the tail swinging behind her and this was enough to spark his interest. Perhaps he thought she was of the same race as him or at least one that was similar in one way or another. In any case it seemed to dispel a fair amount of the man's hostility so he took this to be a good thing. Perhaps if Willow endorsed any offers Gandalf made, Beorn would be more inclined to agree to them.

If he tries to put any moves on her, he's gonna be disappointed, he thought with a bit of steel. One way or another.

It might've been only a matter of time before everyone found someone whose company they enjoyed enough to call them lover but he seriously doubted that Beorn was Willow's type. Not that he had a lot of experiencing figuring out what his best bud's type was in the first place but tall, strong and hairy didn't feel like a good match from his point of view. Unless Willow made it clear herself that she wished to see where the affections of Beorn would take her, he would discourage the skin-changer's efforts to woo the fox-girl.

Hopefully without anyone being torn to shreds.

Inside the House-Barn

A Few Minutes Later

Giles' POV

"So you are the one they call Oakenshield," Beorn said as he poured fresh milk into Fili's mug. "Tell me, why is Azog the Defiler hunting you?"

"You know of Azog?" Thorin asked with mild curiosity. "How?"

"My people were the first to live in the mountains, before the Orcs came down from the north." Beorn sat down in a chair big enough for two average humans to sit on. "The Defiler killed most of my family, but some he enslaved. Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him."

Though we may be in a world quite different from our own, evil still exists to practice cruelty, he thought with grim thoughts as he imagined what Beorn must have been through.

He felt an anger bubble up within him at the idea of any intelligent race being tortured for the amusement of another. The anger wasn't like a torch or a campfire or even a forest fire like many people described the emotion, but rather like a flowing mist that spread outwards from the core of his being. It cemented his already strong position that if they were ever forced to engage the Orc's in combat he would see a terrible revenge visited upon each and every one of them.

"There are others like you?" Bilbo asked with innocent curiosity.

"Once, there were many," Beorn replied without feeling.

"And now?" Bilbo asked, seemingly ignorant of the sensitive ground he was stepping upon.

"Now, there is only one," Beorn replied before glancing at Willow almost too quickly to be noticed.

An entire race of people reduced to but one and, if Beorn failed to find a suitable mate with whom to sire a healthy amount of children, then the skin-changer race would vanish with him. He knew not how many there needed to be in order to be called a race but he imagined that at the very least there would need to be several hundred, if not over a thousand. Yet, thanks to the evil and cruelty of Azog and the Orcs, they had been reduced to one. He could see in Beorn's eyes, on his face, that he hated Orcs as much as Xander hated vampires, if not more so, and wished more than anything to return the pain he'd been forced to endure back upon the monsters responsible. However the man numbered only one and, despite what strength he might possess, Beorn would lose when faced with superior numbers. Even if the man chose to employ hit and run attacks rather than direct combat, evil was not stupid and would eventually devise a trap cunning enough to slay him.

But with help perhaps…

NO! I am Rupert Giles, NOT Edmond Dantès! He closed his eyes to cool the anger within him. I will NOT fall into the same pit as him.

It was, after all, an important part of the story how Edmond in the pursuit of his vengeance destroyed the man he'd once been and ruthlessly carried out his revenge, regardless of who might've been hurt in the process.

He would not be so foolish, not when so many would be depending on him to help them in this strange new world.

"You need to reach the mountain before the last days of autumn?" Beorn asked, recalling a part of Gandalf's opening explanation of their purpose.

"Before Durin's Day falls, yes," Gandalf replied with a nod, confirming the man's statement.

"You are running out of time," Beorn said, stating the obvious that all present already knew.

"Which is why we must go through Mirkwood," Gandalf said, naming the route they would take in the interests of time.

"A darkness lies upon that forest. Fell things creep beneath those trees," Beorn said with moderate disapproval. "There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

This gave him pause.

During their fleeing from the Orcs last night he had been told the general parts of Thorin Oakenshield's quest: to travel to his old home of Erebor and reclaim an artifact known as the Arkenstone, with which to rally their people to defeat the dragon roosting there. A dangerous mission in and of itself, with the reason for their haste being the need to locate a hidden entranceway inside since the main one was not available to them. It felt reckless to him to travel through a forest infected by a darkness capable of causing one so large concern, but both Thorin as well as Gandalf had been resolute when they mentioned the 'forest' that was their destination.

He could only presume that they truly believed there was no other way to reach Erebor in time.

Nevertheless, he would be extra wary once they entered this 'Mirkwood' and pray that the ten from Sunnydale would not be put to the test in battle.

"We will take the Elven Road," Gandalf said, sounding cautiously optimistic. "That path is still safe."

"Safe? The Wood-Elves of Mirkwood are not like their kin," Beorn warned, not being so optimistic with regards to the path's safety. "They are less wise and more dangerous. But it matters not in the end."

"What do you mean?" Thorin asked with audible worry in his tone.

"These lands are crawling with Orcs. Their numbers are growing and you are on foot," Beorn replied, citing numbers and speed as their enemies. "You will never reach the forest alive."

Rising up from his chair the skin-changer began to stalk around the table the Dwarves sat beside, lightly glaring at each of them in turn.

"I don't like Dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own," Beorn said before coming to a stop next to Thorin. "But Orcs I hate more. What do you need?"

Not very virtuous, two parties coming together out of mutual hatred rather than honorable intentions, but given our current situation it will have to do, he thought with acceptance somewhat reluctant.

"Horses and whatever supplies you can spare," Thorin replied, citing the two things that would be most beneficial to their quest.

From there matters fell into discussions of the minimum number of horses that could speedily transport all twenty-four of them the distance behind Beorn's house and Mirkwood. Factoring in the weight of the supplies in addition to the people, it turned out that they needed every horse the skin-changer had. Even then there was some worry that the strain of carrying all of them might cause the animals to use up all of their stamina before even reaching the forest. Mostly this was due to the armor that Missus Summers and Dawn wore, since both of them wore sturdy armor while the rest of them were clad in decidedly lighter clothing. When added to the supplies he could see why some were worrying.

"Too bad we don't have real Eirei abilities," Xander whispered to his left as the others spoke. "They could change their clothes with a thought and make their weapons appear or disappear just as easily."

"It would indeed have been convenient to have such an ability," he whispered back with a slight nod. "Perhaps we do and simply know not how to access it. If we ever get the chance to experiment, we can find out for sure. For now, though, we make do with what we have."

The Watcher in him wished that they could gain more than a night's respite, preferably a week if the deities of this world were so inclined, so that they could truly grasp the abilities and limitations of their new bodies. So far all that he had been able to ascertain was that to varying degrees all of them possessed physical prowess beyond what even the finest normal human athletes could manage through years of diligent training. Such physical abilities would serve them well but only if they possessed the knowledge and skill necessary to use them to their fullest potential. Then there were some threats that were immune to physical strength, that could not be outrun and might well outlast them all in a contest of stamina.

There might indeed be some threats that only the supernatural powers, Noble Phantasms he believed Xander referred to them as, could defeat.

The sooner they learned how to muster these great powers, the safer he would feel.

Even if they did turn out to be dark in nature.

The Elven Gate of Mirkwood

Mid-Afternoon

Dawn's POV

"So this is the forest you wanted us to get to so quickly?" she asked, taking in the dark wood and twisted branches. "Doesn't look very safe. More like something put together by a dark wizard."

"This part of Mirkwood is not like the Greenwood of old. The very air of the forest is heavy with illusion," Gandalf replied seriously as he strode through the arches of an obviously artificial nature. "It will seek to enter your mind and lead you astray."

"Lead us astray? What does that mean?" Bilbo asked, obviously worried by what he'd just heard.

"It means that no matter what you must stay on the path," Gandalf said, approaching a vine-covered stature just outside the forest proper. "If you stray from it, you will never find your way back to it."

"Well, that's just great," Buffy muttered, keeping her discontent mostly to herself. "Wolf riding monsters coming up behind us and a haunted forest ahead of us."

While she didn't like the idea of going into the woods, either it would be to their advantage to do so, even with the place messing with their minds. Once inside, their pursuers wouldn't be able to surround them or even use their mounts, really, since the forest had obviously been left to grow where it wanted to for decades. As such their foes would have to follow them on foot and, unless the group's luck sucked even worse than usual, even the Orcs would be affected by the illusions within.

Not an ideal situation but one that could be used to their advantage.

Watching as the wizard pulled some vines off, she could tell instantly that something he saw bothered him greatly. She was too far away to get a good look at the spot on the statue that'd shocked the old man but, as a general rule, anything that unsettled a Merlin-wannabe was usually bad. She started to advance towards the old man to ask him what was going on but she didn't go more than a few steps before he turned and walked back the way he'd come.

"Set all but one of the ponies loose," Gandalf ordered as he passed through the wooden archway. "Let them return to their master."

"Are you sure there's no other way to get to Erebor?" Bilbo asked, sounding as though he was against letting their fastest mode of transportation go so soon.

"Not unless we go two hundred miles north or twice that distance south," Gandalf replied as he reached the side of his horse.

"We've lost the Orcs for now but they know where we're going," Dwalin said as he finished pulling their supplies off of his horse. "But out in the open they'll find us again soon enough."

When all saw Gandalf remount his horse, their suspicions about his intent turned into surprising truth.

"You're leaving us?" Bilbo asked, a bit of betrayal in his voice.

"I would not do this unless I had to," Gandalf replied earnestly as he turned his horse away from the forest.

"What do you mean by that?" she asked, not liking the idea of their most knowledgeable source of information running off on them.

While she knew they'd still have the Dwarves, most of them looked rather specialized in their knowledge whereas the wizard, to her ears, had sounded as though he'd been just about everywhere. If something had come up that had him leaving them for serious reasons then she wanted to know what they were.

"Recently a fellow Istari, Radagast the Brown, uncovered something with troubling implications," Gandalf replied, looking at her with eyes she'd seen in both her sister as well as in Giles. "Something moves in the shadows hidden from the eyes of the world and every day it grows in strength. I must determine what it is for certain ere it grows too strong to be overcome."

She had a feeling that the wizard was deliberately downplaying his worry so as not to wind up needlessly distracting any of them from the more immediate dangers.

Still, something scheming in the shadows, it wasn't something you left to its lonesome for very long if you didn't want to be up to your neck in shit later on. Unbidden she got the impression that Mordred had been the same way before her heart had been blackened by Arthur's refusal to acknowledge her as next in line for the throne. The daughter… son… whatever of King Arthur had been very straightforward in her approach to chivalry and so was she when it came to her opinion of things. If Gandalf thought that this unseen threat needed to be investigated then she had no problem with it.

"Then go," she said, letting her confidence ease the worries of those who needed reassuring. "We'll get through this forest and get to the mountain. Just make sure to catch up with us soon, okay?"

"Do not worry. If all goes well I will be waiting for you at the overlook near what was once the city of Dale," Gandalf said with a measured smile on his face as he turned to Thorin. "Keep the map and the key safe. Do not enter the mountain without me."

With that the wizard took off on his horse even as the others that'd been set free rode off on their own back towards Beorn's home.

"Come on. We must reach the mountain before the sun sets on Durin's Day," Thorin said as he took the lead towards the entrance to the forest.

"Wait!" Xander yelled before jogging up to Oakenshield.

"What is it?" Thorin asked, sounding a little irritated at the delay.

"If the forest is so thick with illusion then wouldn't it make sense to position people who can shrug it off best where they can make sure we stay on the path?" Xander asked in response, sounding like he had an idea.

"And you would be one of these people?" Thorin asked, sounding open to the idea if a little skeptical.

"No. The ones I'm talking about are Dawn, Joyce, Cordelia and Buffy," Xander replied after shaking his head. "They're either wearing armor that protects them against magic or they have it in their blood. The way Gandalf said that the illusions'll try to get into our heads and trick us off the path makes me think the illusions aren't made by pollen or rotting sap. It's gotta be magic."

"A cunning strategy, Xander," Giles said, putting forth his support of the plan. "One far more sure to succeed then casually entering this forest without one."

"Very well. We will place one in the lead and then every sixth will be one of the remaining three." Thorin said, nodding in agreement with the suggestion. "Should anyone stray even a little they are to be brought back onto the path. With force, if necessary."

While none liked the idea of force being required to keep them on the path, none could dispute the reason for it. A forest filled with illusion that'd actively try to coax them into getting lost, never to walk back into the open air. If this plan was the only way that they could combat that then she was all four it.

Her mother took the lead, followed by Buffy and Cordy, leaving her to take up the rear of the group, letting her walk right behind Xander. This was good because she wanted to know how he knew, or rather thought, that this line up would improve their chances. Before she could open her mouth to ask him, though, he subtly turned his head and with a look told her he knew what she would ask him.

"Both in the manga and in the computer game source material, Mordred, Artoria, Medusa and Shiki are all stated as having A class magical resistance," he whispered in explanation so that only she would hear him.

"But Kaleidoscope said we'd at best have two thirds the power of the Servants we dressed up as," she pointed out, remembering the bastard's explanation. "And that'd probably only be after a lot of training and time."

"I know but I'm hoping that that means you'll at least have C class magical resistance and that's better than nothing," Xander said, agreeing with a nod but still having some optimism. "You're better off than I am, at least. Archer EMIYA only had D class magical resistance and that means I'm no better off now than I was when I was one hundred percent human."

"Well, you'll have me to keep you on the path, so don't worry," she said with a grin of reassurance.

Returning her grin, he returned his gaze forward as they entered the forest proper.

Almost as soon as they did though she could feel something pressing in on her mind but she treated it the same way she treated fatigue when she wanted to stay up late or when she was determined to do something despite having a headache. The Summers family stubbornness kept most of the forest's mojo on the outside but it wasn't until she made an offhand mental command that caused parts of her armor to reshape into a helmet that things became bearable.

With her mind only minimally hampered by the forest she focused on keeping the people ahead of her from wandering off as well as making sure herself that they were still on the path. It was kinda hard to do since it soon became clear that said path hadn't been properly maintained in decades, meaning she had to foot sweep leaves as well as other forest detritus aside to see the stones beneath. Along the way it soon became clear how potent the mojo of the forest was when it took mere minutes for the Dwarves and even some of the Sunnydale crew to start getting a little loopy. Oh, they could walk fine and everything but even someone with zero medical experience like her could see that their minds were not the clearest.

Fortunately Xander's plan seemed to be working since, anytime anyone started wandering off, it usually only took a few stern words or at worst some arm grabbing to get them back.

However when they got to the bridge that Gandalf had told them to cross they ran into a bit of a snag.

Sometime between when the wizard had last been to this part of the woods and now the bridge had given way, leaving a very large gap in the middle. No way were the Dwarves or Bilbo going to be able to jump across it on their own.

"So… we finding another way across or do we grab a Dwarf and try jumping to the other side?" she asked, seeing the latter as the most expeditious route of the two.

"NOBODY carries a Dwarf!" Thorin bristled, clearly offended by the idea of being picked up like a sack of potatoes.

"Look, you're the one who wants to get to that mountain sooner rather than later," she said, narrowing her eyes at him. "The shortest path between two points is a straight line. Unless you've got a better idea for getting across that gap, you're getting carried."

"Maybe… maybe not," Xander said as he walked up to the edge of the bridge. "I might… be able to do something."

"Like what?" she asked, not sure what Xander could do on his own.

After all wasn't like he could magically fix the bridge.

"Trace on," he muttered in response before crackling neon green energy began to dance up and down his arms.

Needless to say everyone who was even remotely close to him backed away and it was a good thing they did because as time went on the energy began to reach outwards from the arms at least a good ten feet. It only got worse when her crush and friend began to show signs that he was feeling significant strain and pain as a result of whatever he was doing. Seeing Miss Calendar looking worried and trying but failing to speak, she almost stepped forward herself in order to stop whatever Xander was trying to do but it was too late.

Raising his arms above his head, Xander, through sheer force of will, seemed to be concentrating the energy in an area just big enough to serve as an improvised bridge for them.

"RUYI JINGU BANG!"

The energy above him crackled with potency before releasing a flash of light that caused all to close their eyes for a few seconds.

When they opened them though she and all the others found something bridging the gap between the two sides of the bridge that had not been there before. At first glance one might think it a pillar used to hold up the roof of a house but, upon closer examination, it was far too fancy for that and possessed characteristics of a weapon used in battle. However there was no way anything human or demon could possibly wield something so large.

"Everyone…get across…hurry!" Xander gasped out, sounding like the pillar he'd created was only being kept in this world by the strength of his willpower.

It took a moment or three for the group to snap out of their awe but when they did none of them dawdled in using the pillar to cross over to the other side of the foul looking river. However it was when just she and Xander were on the wrong side that the now white haired Californian teenager's strength failed, causing the pillar to disintegrate into grains of blue sand before vanishing entirely. Seeing her crush begin to collapse, she quickly moved to support him and, when his head rose, she could see that, while greatly fatigued, he had not lost consciousness just yet.

"Neat trick, Xan," she said before bringing forth all her strength to leap the gap to the other side of the bridge. "Just… don't do it again soon. I don't think you've got the juice for it."

"Nope. Definitely…don't," Xander said as she walked and he plodded towards the waiting party. "Soon as we're…out of this forest…I'm taking a LONG nap!"

"Sure thing," she said, having no problem with that and privately hoping it wouldn't take them too long to reach the other side of the forest.

She knew that if Xander had been of clear mind he never would've tried something that'd exhaust him, even if it had helped them cross the bridge safely. She could only surmise that the fog that the forest had poured into the heads of everyone with a lesser resistance to the mojo had impaired his judgment quite a bit. If any of the others who did not possess her level of resistance did the same, then their pace would slow considerably.

Looking at the twisted trees and the ominous spider webs she saw, she fervently hoped that they didn't have to spend the night in these woods.

With such atmosphere she was all but certain that some sort of hellacious critters would come calling and that she knew not the form they'd take only made her worry more.

Deeper in Mirkwood, Still on the Old Forest Road

Xander's POV

"Feeling any better?" Dawn asked from her position beside him.

"A little. Still feels like one of Coach Thompson's gym classes but it's getting better," he replied, remembering the few times the football coach had subbed for the gym teacher.

To the coach it didn't matter if you were his star player or the absolute fattest and out of shape student in the school: he would push you to your limits and then force you to take five steps past them. While Principal Flutie could be counted on to intervene when the buzz cut older man went too far, ever since Snyder had come to the school the little troll was content to ignore everything, even when he was right in the room and it was happening right before his eyes.

As a result, with the exception of Buffy and a few others, the entire class never failed to stagger out of gym class exhausted and feeling sore all over from the workout they'd been put through. This, of course, irritated the teachers of the classes that came next since fatigue made it harder for the students to pay attention or answer a question properly, but again Snyder didn't do a thing. Up until a little before Halloween the other teachers had pretty much given up and, whenever they heard that Thompson was teaching gym, they crossed out whatever they had planned before penciling in a 'study class'.

"Think you'll be able to walk on your own soon?" she asked, not sounding bothered by having to support him as they plodded along.

"Give me another hour, maybe two, and walking shouldn't be a problem," he replied after taking a moment to mentally measure the mettle of his muscles. "Running or fighting? That'll take longer."

"Well, we've been in here a few hours already and nothing's come our way," she said, glancing to assure herself that Murphy wasn't taking that as his cue. "If we're lucky we'll be able to get out of these woods without having to swing a sword."

"Yeah? And you honestly think we'll get that kind of luck?" he asked rhetorically with a raised eyebrow. "You forget so quickly how we wound up in this mess?"

Granted, better minds than theirs had been manipulated by Kaleidoscope without knowing it so it was no surprise that the Scoobies and the others had likewise fallen victim to the man's games. He'd also managed to piece together enough to know that Gandalf had been the reason, or at least one reason, why Kaleidoscope had both changed them as well as sent them here. The bastard never did anything without a plan, even if it wasn't immediately apparent to the ones involved, and he got the impression that the group had been sent here to do something.

What that something was he didn't know but he had a feeling he'd find out if he waited long enough.

"Is there no end to this accursed place?!" Thorin bellowed in frustration at how long it was taking them to traverse Mirkwood.

"I think it's time we face facts, lads," Balin said with despondent defeat. "Even in following the path, we have become lost."

"We're not lost. We keep heading east," Thorin declared, refusing to accept that they would not reach their goal.

"But which way is east?" Oin asked with fear beginning to creep into his words. "We've lost the sun."

Before long the entire troupe of Dwarves began to bicker about everything from how to find the sun to how they were now completely lost with no way out. Looking to his fellow Eirei, he could see that they too were feeling the strain of traversing these woods with no apparent sign of progress. His own fatigue made it easier for the forest's illusions to enter his mind and as a result several times he thought he'd seen Archer EMIYA standing a few dozen yards away between the trees. Other times it was Emiya Kiritsugu wearing a kimono, looking at him before turning and walking away as though the man wished to be followed.

It was odd that the forest was drawing on the memories and attachments of Archer EMIYA rather than Xander Harris and it left him wondering just how much of the fictional character had been grafted onto him. He knew that, with the proven existence of Kaleidoscope, it was entirely possible, even likely, that there existed realities where every one of the heroic spirits the people of Sunnydale had dressed up as really existed. When added to the bastard's tendency to implant certain attributes from one reality's version into that of another it was likely that he really had become part EMIYA. Nevertheless, it'd make more sense if the forest projected illusions of Tony Harris or Jesse to lure him from the path.

One he'd follow out of rage while the other he would pursue out of guilt and longing.

"What? What's that?" Thorin asked suddenly, whirling one way then the other as if searching for something before tentatively settling. "We're being watched."

This was enough for him to double his efforts to examine the dark woods around them and almost enough to cause him to risk using Reinforcement to enhance his eyes. However he'd learned his lesson from before and knew that trying to use Archer EMIYA's advanced techniques at his current level would do more harm than good. The closest description was that using Reinforcement was like filling a balloon with air but being forced to 'feel' when its reached capacity rather than being able to see it. If one is not careful they'll pump so much prana into the desired body part it will 'pop', seriously injuring the person, but if they don't pump enough in then nothing happened. If he'd been given a few weeks where he could practice, he might've felt safe trying it now but since he hadn't he restrained himself.

"He's right," Cordy said, not even realizing that she'd somehow summoned Rider's chosen melee weapons out of nowhere. "Something's moving out there and it isn't just the trees."

"Is it just one or more than one?" Buffy asked, drawing her katana from its sheath.

"Definitely more than one," Cordy replied sounding a little wierded out by how sharp her sense of hearing was proving to be. "Incoming!"

He pushed off of Dawn and, despite his fatigue, tried once more to use the memories and skills of Archer EMIYA to project weapons into his hands. Though it proved taxing he was relieved when acceptable copies of Kanshō and Bakuya manifested in his hands, allowing him to grip them with strength before bringing them up into a proper guard position. All up and down the party weapons were drawn either from sheaths or straps but, in the case of the Sunnydale crew, the tools of death manifested with a coalescence of energy before taking on solid form. A neat trick and what one would expect of a Servant, but it made him wonder about how close their current forms were to those in the manga. Had their weapons merely been sheathed or strapped to them like normal he would not care but the fact that they could be made to appear and likely disappear with a thought, that stuff only made sense in comic books.

As his own ears picked up the sounds of many feet coming into contact with wood and shrubbery, he cursed Kaleidoscope one more time for dropping all this on them without any training.

Then there was no time for anything other than fighting when out of the darkness of the forest giant spiders appeared both through the branches as well as on the ground itself.

Of course it had to be something not humanoid! he thought even as he swung his twin blades at the closest spider.

If there was one major failing for heroic spirits, it was that they were more used to fighting foes that were human or humanoid rather than beast. Many of the same tells or habits that you'd find in humans or humanoids didn't exist with beasts since they acted more on instinct rather than conscious thought. Due to their primitive methods of fighting it was easy for most people to think them easily dispatched but the careless often found out to their grave misfortune that primitive didn't mean ineffective.

In the case of the giant spider's, he could see plenty of instinct there but he could also see an intelligence that went above what an animal should possess. He wouldn't quite rate it at the same level as any single member of their group but it was enough that killing one took a bit more than putting the pointy end of the blade into their body. Choosing to go for the legs first to reduce mobility before going for the lethal strike, he did the best he could to dispatch the giant spider's that came near him quickly. While they weren't too much of a threat individually, they were currently coming at the group in great numbers though it was hard to get an accurate count with the forest and the webs in the way.

For a time it almost looked like they were managing to hold their own, whether due to the presence of a real danger clearing the minds of the group enough to fight, or the unexpected skill with which the Sunnydale crew fought the spiders faced strong resistance. However soon the arachnids adopted a variation of his own tactic, whereby one of them would dart in to inject a target with poison before hopping clear of retaliation, resulting in their prey gradually getting weaker. He faired a little better since EMIYA's clothes offered good protection but good did not mean that he remained poison free. Whether it was from a slight scratch on his hands from their fangs or a one in a million piercing of the fabric of his clothes, poison seeped into his body, slowing his movements and clouding his mind. This only made it easier for the spiders to land subsequent bites, forcing him to fight from his knees since fatigue mixed with the poison made it impossible for him to stand.

"This isn't working!" he yelled out in one of the few moments when the spiders took a couple of steps back to reevaluate the situation. "Too many of us are getting poisoned! We need to scare them off NOW!"

"And how precisely do you propose we do that?" Thorin asked, sounding as injured as he was at the moment.

"It's time for all me and all my friends to bring our full strength to bear, trained or not!" he yelled, hoping that the others understood what he meant. "Unchain your Hōgu, your Noble Phantasms, and take your first step in making them your own! Send these spider's back to the abyss!"

"And if we wind up blowing ourselves to bits instead?" Cordy asked, naturally pointing out the worst case scenario for his suggestion.

"Death by giant spider or death by Noble Phantasm," he replied, looking at her even though he knew her visor would keep their eyes from meeting. "Your choice."

"Xander's right," Buffy said even as she slashed at the outreaching legs of one of the giant spiders closest to her. "We keep on fighting like this, we're dead. Time to take a risk."

"Then let us be quick about it," Giles said, sounding as though the pressure of battle and poison was getting to him. "Before we lose the strength needed for it."

Then, in response to his call, one after another the displaced citizens of Sunnydale brought forth their power, likely using what snippits of memory and skill they could find within their heads to do so.

Dawn was the first and the easiest for him to see.

Gripping her sword with both hands, he watched as parts of her hilt guard opened up and from them sprung a yellow torrent of energy, ascending a full thirty feet into the air before reaching its limit. With the light of the energy causing the spiders to pull back out of fright, he could only smile since the proper response would've been to attack before the younger sister of Buffy finished her preparations.

"Clarent Blood Arthur!" Dawn cried before bringing her sword down in a brutal swing.

Thought not quite as devastating as he'd been expecting given that it was modeled after a saber class Servant's attack, it was still devastating as it tore through spider, tree and shrub. By his measure it continued on for almost a hundred and fifty yards before dissipating and, once it vanished, the hilt guard components returned to their former position, leaving Dawn lightly sweating and panting.

Next came Joyce, never to fail to provide aid when her child needed it, and as she clasped the hilt of her sword in both hands, its blade changed from ordinary steel into a mass of golden energy. This light seemed to affect the spiders even more than Dawn's had as he saw them retreat more than six feet away. However this would not save them and, as the matron of the Summers family raised the sword over her head in preparation to strike, an odd phenomena began to appear. Motes of golden light began to rise up out of both dirt and plant around her, floating up until some unseen handed appeared to guide it towards then into the fabled blade of Camelot's king. With such a sight it was no wonder that all who saw it could only be in awe of it but doing so was a mistake for the attack to come required some time to charge before it could be released.

Then, with a single step forward, the flow of energy changed, becoming decidedly more violent and compressed, telling him that he would soon see a technique he'd only ever seen in drawn or digital format.

"Ex-calibur!" Joyce yelled out, as though to channel even the intensity of her words into her attack.

With a vertical chop of her sword, golden light flew from the Sword of Promised Victory and, where Dawn's attack had been more like a bullet in terms of focus, this was most definitely a wrecking ball. Of a large enough diameter that it could easily engulf two or so people within it the attack obliterated all in its path, be it living or not, managing to cross twice the distance that Dawn's had before petering out. However, as he looked over at the mother of both Buffy and Dawn, he could see that the news was not entirely good as the woman clad in blue and silver dropped to one knee. However, while her youngest might've been able to control the flow of her energy, the matriarch had not fared so well. Either she channeled too much energy into her attack, increasing her fatigue, or her lack of skill had required her to double the effort needed to control such a vast amount of energy.

If the patterned followed for the rest of the Sunnydale group then it'd leave them with five more living weights being wrapped around the necks of their company slowing them down.

Fortunately whatever courage the giant spider's might've had in their numbers was not enough to overcome the fear at being on the receiving end of two awe inspiring attacks. When added to the losses inflicted through simple melee strikes, it was a grand sight to see the spiders scuttling away as quickly as their legs could carry them. With only the dead or dying arachnids left to surround them, all took one final look about for trouble before sheathing their weapons or, in the case of the Sunnydalers, dispersing them into nothingness.

"What manner of magic was that?!" Dwalin asked his expression clearly stating that he'd never witnessed the like before.

"They are called Hogu, or Noble Phantasms," he replied, figuring it'd be best for him to explain. "They are special techniques unique to each bloodline back on our world and only taught to the successors of each clan leader. Too bad Kaleidoscope chose to drop us on you after our parents explained the particulars of each technique but before we'd had any real time to practice them. You can probably tell they still need work."

"What do you mean?" Bilbo asked, aghast at the very idea of what he'd seen getting any better.

"Control and efficiency," Giles replied, an ominous aura settling back into his body before disappearing entirely. "Each Noble Phantasm requires a significant amount of magic and that is no easy thing to control. Neither is it easy to use that energy efficiently. After all they would be flawed attacks if their wielder was left defenseless after just one use, would they not? What if they missed?"

"Then let us make haste and leave this forest as swiftly as we are able," Thorin said, looking up at the sky, now visible with a few trees no longer obstructing it. "The sun sets in that direction so… that way must be east. We go that way."

While normally he would've asked that they be allowed to rest a bit, given the poison in their systems, but he knew that the longer they remained in Mirkwood the greater the odds that the spiders might return in greater numbers.

Either that or some new threat would emerge that would not so easily be sent fleeing away after two strikes by Noble Phantasms.

Better that they be out of the forest and someplace safe than in these woods where danger might still be lurking close by.

Reaching the Edge of Mirkwood

One Hour Later

Joyce's POV

"Don't look now but we've got some rather angry looking people coming up behind us," Xander said from his position at the back of the group.

Looking over her shoulder she could see he spoke truth.

A group of blondes and brunettes, their genders impossible to perceive at the current distance, were quickly advancing on them and numbered fifteen in total by her reckoning. Granted, this would not normally be a problem had half their number not been weakened by spider venom and had they fully mastered their abilities, but neither was the case. A fight at this point wouldn't end well and besides that she didn't want to hurt people. Monsters like giant spiders were one thing but these newcomers were human, or at least humanoid, so that changed things.

She'd been forced to accept so much in such a short period of time but one thing she was sure of was that she didn't want either of her daughters to have to kill enemies that looked so human. Murder, even justified, changed a person, and while soldiers as well as police officers eventually got used to killing as a part of their jobs, she didn't want that for her children.

At least not yet.

There was too much she didn't know about this world for her to say whether it'd be possible to keep them from such actions completely and her instincts told her it would not be possible. From the looks of things, this world was much like some of the renaissance fairs she'd gone to, as well as some of the scenes depicted in the paintings that were from that era that hung in her gallery. Life, while not bereft of happiness and some measure of safety, was still hard during that period of history and that was for the people born into it. How much harder would it be for people who were used to modern technology and resources like the ten of them?

"Wood Elves!" Fili exclaimed after looking to see what Xander was referring to. "They are not going to be happy with us!"

"Why not?" Dawn asked, not looking as worried as the others.

"The entire forest is their realm," Balin replied even as he moved to quicken his pace. "However I imagine that as it grew sicker and infested with spiders they were forced to withdraw to where it was safer and more defensible."

"If they abandoned the place, why're they chasing us?" Dawn asked, still not seeing the reason for chasing them. "I know neither of the attacks reached very far."

"They have hope," she replied, discerning the truth in her mind. "Hope that one day the parts of the forest they had to abandon will be returned to them."

"And so us blowing parts of them up ruins that," Dawn said, finally understanding but no more happy as a result.

"Then there's the fact that you and mom put on one helluva lightshow," Buffy said from her position next to Angel. "Of course they'd want to see who caused it."

"We must hurry!" Thorin declared, picking up the pace even more. "By all accounts Wood Elves are quick to strike and slow to speak. We must leave their lands before they reach us!"

With that in mind the group of twenty-four did all they could to run as fast as they could despite the lingering weakness in some, ignoring the path beneath their feet while remaining true to the eastern direction. Around trees and through bushes they went, being mindful not to get snagged on any spider webs along the way in the hope that they would soon see the open air and an end to the forest itself. However, just as she spied a parting of the trees that might be an exit, a rain of arrows fell in their path, causing all to slow in order not to be perforated. The barrage ended soon enough but in that time their pursuers were able to close to a distance where blades would be a valid option.

Summoning Excalibur, a sword that was hers yet at the same time not, she wrapped it in Invisible Air to keep their potential foes from discerning anything about it. She seriously hoped that they wouldn't have to fight their way clear of the Elves because, while the odds were close enough for there to be a chance, the dwellers of the woods didn't deserve to die. They were just investigating a disturbance in their territory and that was perfectly understandable.

Hopefully reason could be employed to end things quietly.

With various feats of speed, agility and acrobatics the Elves surrounded the group of twenty-four, with all of them pointing arrows notched on bows at them ready to be let loose.

"Do not think we won't kill you all where you stand," the leader of the group said, looking down the shaft of his bow at the assembled twenty-four.

"Now why would you want to do that?" Xander asked, bringing the focus of the surrounding Elves down upon him. "We're just passing through this forest. If it's about the damage we did a little ways back, we had an encounter with some large spiders. There was no other way to repel them."

"All of the Woodland Realm is the territory of King Thranduil and he has declared that none shall enter or leave save with his consent," the leader replied, never letting the aim of his bow waver. "That you and your group have trespassed into our king's territory means that it is up to him now whether you shall be set free or face punishment."

Looking at Xander, she could see that he was looking about to evaluate the situation but not as a diplomat, rather as a soldier attempting to determine whether or not they stood a chance of fighting their way out of their present situation. In her opinion a fight would not end well for their group. Of the Sunnydale group of ten only three of them wore anything that could be considered armor while the rest wore clothing. Looking at Thorin and his group, their protection only consisted of leather armor with some metal bits attached at important locations. Given how fast and nimble the Elves were, even if they charged them head on it was likely that they would be able to get off a few arrows. If that happened, given how close together the combined group of twenty-four were, it was inevitable that someone on their side would get hurt, perhaps even seriously.

"This is your call, boss," Xander said, looking Thorin right in the eyes. "If you want to fight, I'll fight. Can't speak for the rest of my friends, though."

While she appreciated the fact that the young man wasn't speaking for them and letting each of them make their own decisions, she wasn't about to leave him to fight on his own. If Thorin chose to fight she would do her best to support Xander and the Dwarves hopefully by making herself a priority target. So long as she paid special attention to protecting her head, she should be able to keep from taking any serious hits. Dawn would likely follow her lead and do the best out of the lot of them since she had an actual helmet.

Still, there was no way that they were going to be getting through a battle with the Elves without taking more injuries and at least one of them dying.

"No. For now we will not resist," Thorin said before taking on a less hostile posture.

With that decision made she sent Excalibur away the same way she'd summoned it, taking on a likewise posture. She just hoped that they would at least be given the chance to plead their case and have it judged fairly. They were strangers to this world and were only travelling with Thorin's group out of necessity. Even then, though, what was so wrong about passing through a forest or destroying trees already sick to the point of changing color? It wasn't like they were planning on knocking down a bunch of trees and building a log cabin to live in. If they'd just been left alone their group would've been out of the forest in a few hours and likely never pass this way again.

She could only guess that whoever this King Thranduil was, the man had poor experiences in the past with travelers passing through his woodland realm, enough to make capturing any newcomers and possibly executing them an acceptable response to uninvited guests in his realm.

As she watched the Dwarves get picked clean of every weapon they had on them both obvious and concealed, she took some solace in the fact that she could not be disarmed. If the same could be said of the others from Sunnydale then the option of fighting their way to freedom would remain a possibility should the opportunity present itself and forced departure become necessary.

She hoped it wouldn't come to a fight, though, because a battle to leave an enemy stronghold would be harder to accomplish without fatalities than where they were right now.

She didn't want to hurt anyone but she didn't want to be executed or imprisoned either.

Hopefully the gods of this world would be kind enough to lend a helping hand.

The Royal Woodland Palace of King Thranduil

A Few Hours Later

Jenny Calendar's POV

I have a whole new respect for Heracles and the real Berserker of Black, she thought even as she sat in a jail cell across from Rupert.

While it'd been mere chance that they'd wound up together, she still took comfort in his presence.

How could she not when it felt like her brain had been made out of clay?

It wasn't like most of her brain power was being devoted to something else but rather that it wasn't there to begin with. She didn't think that it was as bad as it'd been for Heracles and Miss Frankenstein, though, because in private she'd been able to speak in complete sentences rather than growls and grunts or all broken up like a cave person. However whenever she attempted to think about her new powers and tap into what she'd learned as a techno-pagan back in Sunnydale, it was like trying to build a house of cards in her mind. She had to be very careful, very gentle, in where she placed each card if she didn't want it to fall over, and the higher the house got the more difficult it became to keep everything from falling apart. She would start out fine, laying out all the facts as she knew them, but when she tried to correlate and connect everything to see how it all worked in her mind it all just fell to pieces. Not at the same point, mind you; sometimes she got further while other times it crumbled earlier, but it was still frustrating to find herself hindered so much.

A scared whisper in the back of her mind worried, though, that her current mental level might not be permanent.

With a growl she crushed the idea and slammed her fist into the wall next to her.

"Calm yourself, Jenny," Rupert said, looking at the small cracks her blow had created in the wall. "While I am not enthusiastic about our present location, it could have been a great deal worse. From what I have been able to determine this world seems to operate on a feudal system, much like medieval Great Britain. Given how quick to anger these wood elves appear to be, it is a good sign that they did not simply execute us the moment they had the opportunity. If our luck holds and we are allowed to plead our case to King Thranduil, there is hope yet that we can walk out of here without further violence."

"Not if Thorin has anything to say about it," she said, clear but with a trace of feralness to it.

"Yes. I noticed that, too," he said with some apprehension. "Though we have been told nothing about it the Dwarf seems to hold a considerable grudge against Elves in general and the Wood Elves in particular. Still, even he must realize that, given our present circumstances, a measure of diplomacy is called for. Armor and arms have been stripped from us, well, those that could be, and we are all locked behind some rather well made metal doors. Even if one of us possessed a Noble Phantasm capable of opening those doors, we are at the heart of an Elven kingdom. The odds of us escaping without bloodshed or death are quite small."

"Not likely. He's too much like Buffy when she's mad," she said, remembering the look on Thorin's face when he'd been led away by guards to speak with King Thranduil.

"Right then," he said, coming to the logical conclusion. "Then our only option will be to convince King Thranduil that we are only loosely affiliated with Thorin and his group and humbly apologize for intruding into his lands. Properly worded with a balance of respect and contrition, it may be enough to allow our group to be freed."

"You would leave Thorin and the others here?" she asked, not liking the idea but not opposing it at the moment.

"As callous as it may sound, they are just acquaintances that we met only a short while ago and have remained with more due to a lack of options than any real friendship," he replied, showing that he too did not find the choice palatable. "If Thorin allows his grudge to dictate his actions then our only choices will be to remain imprisoned or to utilize whatever methods are available to us to devise our own means of escape."

"You can do whatever you want, G-Man," Xander said from his jail cell a level up and to the left. "I'm not leaving Thorin and his high and dry. If Thranduil doesn't do the right thing and let us off with a slap on the wrist, then we bust out of here."

Unlike most of their group, Xander had been given his own cell due to the fact that the rather large Dwarf Bombur took up too much room to squeeze in a cellmate.

"While I applaud your loyalty, Xander, I find I must question your solution of 'busting out of here'," Giles said, looking in the Archer's direction. "A group as large as ours will not go unnoticed should we succeed in escaping our cells and I doubt we will be able to fight our way free without serious consequences."

"So we split up when we get out," Xander said, not sounding deterred in the least. "Half go one way and the other half go another. We already know where we're going and that it's to the east of here, so we just agree to meet up there as soon as we can."

"Twelve still too many," she said, entering into the conversation. "Groups of three better. Harder to spot."

She hated the fact that she couldn't speak better but every time she tried to talk like she used to she felt a strain come into her mind.

"It might be better for sneaking about but lousy if one of them gets cornered, 'cause then it's all over," Xander said, pointing out a flaw in the idea. "Even if two of the three are from Sunnydale, we don't know the layout of the place or the locations of the guards. We'll probably wind up bumping into them by accident and that'll put the entire palace on alert. Better to keep the groups big enough to fight our way free when it comes to that."

"So basically you intend to make an enemy of the entire Woodland Realm?" Giles asked, clearly indicating that he thought this to be unwise. "I might not know how many Elves live here but I would wager their military strength is easily great enough to outnumber our group a hundred to one. If we manage to broker our release with diplomacy, even if it means leaving Thorin's group behind, we will leave in peace. If we can somehow escape without harming a single Elf, they may send a pursuit team after us but they will likely give up once we are a certain distance from the Woodland Realm. However if we injure or at the worst kill one of them, they will never stop hunting us. Do you truly wish us to live with that threat hanging over our heads?"

"I never said we'd be killing'em, or even hurting them all that much," Xander replied, sounding a little offended at the thought that he'd so readily take a life. "But if these people are having such a cow just 'cause we walked through their forest without permission then they don't strike me as being very reasonable. It's not like we were gonna chop down some trees, build a log cabin and move in. We were just passing through. What kinda king throws people in jail just for trespassing?"

"You will get a chance to find out for yourself," a woman's voice said from just out of the line of sight afforded by the cell she was in.

A moment later a female elf, one from the group that'd escorted them to this very prison area as a matter of fact, walked up to Xander's cell with the guard that possessed the keys. With braided red hair and green eyes she looked very much like the warrior maiden you'd see in major Hollywood productions. Indeed, most of the Elves she'd seen since they'd been captured seemed to possess all the usual traits that would cause labels like 'beautiful' or 'handsome' to be attached to them. While she was fairly certain that Buffy and Angel would have eyes only for each other without the dagger that was the soul curse hanging over their heads, she wondered if Willow, Cordelia or Dawn would notice.

It was then that she realized something that could be a blessing in disguise, assuming Fate didn't see fit to intervene.

She waited until the group of three marched out of the prison area before turning to look at Rupert and she could tell from the expression on his face that he'd realized the same thing.

"So how long do you figure it'll take?" she asked, managing to get it out despite the strain.

"For him to become besotted with her or to bugger it up and make matters worse?" Rupert asked, a bit of amusement in his voice.

"Both," she replied with a grin on her face.

"Three minutes for the first and ten for the second."

"Giving him the benefit of a doubt I see."

"While I confess that I do not know the person he received his inheritance from, I would wager they likely possessed more experience and sense than Xander has ever had," he said, never losing his smirk. "That must count for something."

"True," she said, her earlier discontent dispersed by the potential entertainment ahead.

Especially if two young ladies decided to view the elf woman as a threat to the plans they had for the young man due to speak with King Thranduil.

The Hallways Leading to the Throne Room

Xander's POV

Definitely very organic architecture style, he thought as he took in his surroundings as he followed the lady elf ahead of him. That fits. Every fantasy game and movie I know of shows Elves being very 'at one with nature'. Hopefully the cliché that they're calm, rational and kind is also true in this world.

Not that he'd seen much to imply that thus far.

He'd meant what he'd said earlier about how the Wood Elves had reacted to the group's passing through their territory. Sure, there were numerous places throughout the world that didn't like people setting foot on a property without permission but they at least put a fence around those properties or posted signs saying 'No Trespassing: Trespassers Will be Shot' all along the edges. He'd seen nothing at the entrance Gandalf had directed them to. Would it really have been so hard to put up a sign with a warning in the top five most commonly used languages in this world written on it?

Either King Thranduil was relying on word of mouth to make it clear to the surrounding regions that trespassing in the Woodland Realm was a bad idea or the ruler wanted people to enter the forest uninvited so he could have an excuse to punish someone. He actually found himself hoping it was the former since that would imply simple oversight and could be easily corrected. If it was the latter, talking things out wasn't going work, or at least it wouldn't end fairly for both sides.

Finally entering into the throne room, it took him less than three seconds to find the throne as, somewhat predictably, it was at the highest point in the room, allowing whoever sat in it to literally look down on his guests. Not a good first start since neither he nor Archer EMIYA liked it when people looked down on them. Half a minute later he arrived at the center of an open area where guests most likely were expected to stand respectfully while his escort stepped off to the side. He noted with some interest that she was still close enough to attack him if he tried anything hostile towards her king.

Smart.

While he might look human, he was willing to bet that any supernatural race would be able to tell that there was something different about him. Letting someone like him within arm's reach of the most important person in the Woodland Realm without being ready to step in would've been idiotic.

"You are a curiosity to me, stranger," King Thranduil said in a manner that was both cold as well as superior. "You and your comrades are not of the race of Men, Elves, Dwarves or even of the foul realm of Mordor. Yet at the same time you possess power not seen outside of the Istari or those who bear one of the Rings of Power. What are you?"

So this was an information gathering meeting but not quite an interrogation. He could work with that.

"We are the Eirei," he replied, using the Japanese word for 'legendary souls'. "We're not from this world. We were sent here by a wizard known to Gandalf the Grey as Kaleidoscope, also known as Kischur Zelretch Schweinorg, as payment of a debt that the latter owed the former."

There. The truth but not providing any facts that'd prove dangerous to the Sunnydale crew in the wrong hands.

"What sort of debt?" King Thranduil asked, not revealing how much interest the provided tidbit induced in him.

"Gandalf did not say," he replied honestly, making a mental note to ask the old man the next time they met.

"And your association with the Thorin Oakenshield?" Thranduil asked, a slight deviation in tone implying importance.

"We met them the same time we met Gandalf," he replied, being careful with the facts he revealed. "Since we are new to this world and know little about it, joining Thorin's group was the logical move."

"So you are allied to them out of necessity rather than sharing a common goal," King Thranduil stated, sounding like he found this to be a positive revelation. "That is encouraging since it means that you are not of a similar mind, considering Thorin Oakenshield's true goal."

"And that'd be?" he asked, not having been told much by the leader of the Dwarves.

They'd been told that the Dwarves were travelling to someplace called Erebor to reclaim it, as the Dwarves that used to live there, but nothing more. The impression he'd gotten from Thorin was that the man didn't trust the Sunnydale crew enough to divulge the full details of his group's mission. Not unreasonable considering how little time had passed since they'd met.

"To know the full truth of the exiled king's mission one must know of his past," Thranduil replied, sounding much like a lecturing professor. "Almost two hundred years ago in the Dwarven kingdom of Erebor Thorin's grandfather, King Thror, ruled and reaped a plentiful bounty from the buried riches of the Lonely Mountain. It was during their near ceaseless plundering of the mountain's riches that they discovered the Arkenstone, a large luminescent crystal, which Thror took as sign that his right to rule was divine. Sadly this caused his lust for treasure and riches to grow steadily stronger until one day a little over one hundred and seventy years, as Men reckon them, calamity descended on Erebor."

Greed never does end well. He imagined possible scenarios that could be defined as calamities in the privacy of his own mind.

"Smaug, a fire dragon from the north, had been attracted by the vast riches hoarded by King Thror in Erebor and so sought to take them as his own. Dragons of all sorts are drawn to treasure like a moth to a flame and the greater the quantity the more willing they are to slay any who stand in their way," Thranduil explained further his tale of the past. "Despite what no doubt was their best efforts the Dwarves of Erebor were no match for Smaug and in the confusion of battle King Thror lost the Arkenstone before being pulled out of the mountain by his grandson Thorin Oakenshield. Knowing that remaining inside the mountain or even close by meant certain death, the people of Erebor fled and since then have been living in the shadow of the Blue Mountains."

So Thorin had lost everything and had become little more than a refugee, making a home for his people in a place that sounded like it hadn't been previously claimed by anyone.

Starting over completely from scratch.

Harsh.

"Now Thorin and his kin have returned, seeking to reclaim what they have lost," Thranduil said, as though imparting the most important part of the story. "The Lonely Mountain and, most importantly, the Arkenstone."

"Why do you say 'most importantly'?" he asked, letting his curiosity show only as a single raised eyebrow.

"While you might think that reclaiming a lost homeland from a dragon to be the just and more important goal, do not be deceived," Thranduil replied, letting his disdain shine through. "Through the Arkenstone Thorin means to use its authority to both summon and unite the Dwarves of Middle Earth under his rule. With such power he would then turn the combined military might against Smaug, killing the dragon once and for all."

"And that's bad because…?" he asked, figuring that getting rid of a fire breathing dragon would be a good thing.

"Smaug was not precise when he arrived in this region a hundred and seventy years ago," Thranduil replied, only temporarily thrown by the question. "With his fiery breath he destroyed the human city of Dale and burned the forests before the Lonely Mountain to ash. In the time since the dragon settled into slumber deep within he has not been heard from nor done any harm whatsoever. However should Dwarves enter Erebor once more with the intent of stealing even a single piece of treasure from the dragon's horde, Smaug will awaken and wreak a terrible vengeance upon all he perceives as being a party to the thievery."

"You're afraid Smaug might decide to come here and light everything up," he said, now gaining a clearer picture of the situation.

"True, the Woodland Realm would not escape the dragon's wrath, but those settlements closer to the Lonely Mountain, such as Lake-town, would suffer the most," Thranduil said, sounding pleased that he was dealing with someone somewhat insightful. "They are a simple people ruled by a greedy master who only spares what coin is absolutely needed to keep his domain out of the water. Ever do the people there call out for food, jobs and greater prosperity only to be ignored by him. If they tried to force change he would send his soldiers out to suppress them. They would likely be among the first to feel the dragon's wrath after Smaug had slain Thorin Oakenshield and his band of Dwarves."

Trying to make me feel pity for the downtrodden and the helpless, he thought with a mental smirk in his mind. Probably hopes to paint a picture so horrible that I'll abandon Thorin or even turn against him.

However, as much as he might hate that bastard Kaleidoscope, he had a feeling that they'd been dropped on top of Thorin's group for a reason. Given the goal of the group of Dwarves, he believed it was to help them retake Erebor and slay Smaug the fire dragon so that the exiled ones could return home. He also believed that there was a greater purpose to them coming than just liberating a mountain home. If Kaleidoscope had just asked for him and maybe two others to walk through the portal to Middle Earth, that probably would've been enough. Either Missus S or Dawn would've been a good choice, given that they'd have an advantage in dragon slaying, and just to make things perfect Buffy would be of help as well given that she could slay Smaug with one slash, if done rightly.

But since ten of them with a wide variety of abilities had been brought across the dimensional gap, he could only presume that something BIG was on the horizon. Big and something that required that the Dwarven kingdom of Erebor be reclaimed by its makers sooner rather than later. If he was right then the concerns of a single kingdom could not be given priority no matter how much King Thranduil might prefer it to be that way.

"Yeah. They have it bad and dragon fire would only make it worse," he said, having reached a decision in his mind. "Still, who's to say letting the dragon sleep would be better? You said it yourself that they live under a dictator. Maybe a fresh start is exactly what they need."

"You would have them burn?" Thranduil asked in shock at the words he'd just heard.

"No. The master of Lake-Town's power is the fact that he controls everything," he replied with a stone face. "The houses they live in, the water their boats float down and the resources they have to live off of. But if you break that control by say forcing them to abandon the town and go someplace else, his power over them vanishes right along with him since I doubt he'd stick around very long. It'll be hard, no doubt about it, but they can rebuild and hopefully choose someone to lead them that'll actually listen to them."

"A harsh crucible but I can see how they might benefit from it, eventually," Thranduil said, understanding the long view of things.

"One that might be less harsh if your people were to provide food and temporary shelters," he said, silently testing the Elven king. "Or maybe provide an escort to a town or city close by that might be willing to take them in."

"While I would feel for their plight, I must prioritize the needs of my own people above all else," King Thranduil said without hesitation, indicating that he didn't consider the matter even worth thinking about.

Test failed.

He had been hoping that despite what he'd seen up until entering the throne room that Thranduil was someone who could be trusted, or at the very least respected. However instead he found someone who cared only for his own people and his own kingdom and was willing to let everyone else perish so long as what was his remained unharmed. Deep inside he knew that there might be a very good reason why the Elf was like this but he still didn't approve of it.

"A poor choice," he said, deciding that it needed to be said.

"I would not expect one not of a noble house or of royalty to understand the responsibilities that I must live up to," Thranduil said with a slight chill of warning in his tone.

Obviously the guy wasn't used to people being so blunt with him or living for very long after they had.

Time to change that.

"A king's responsibility is to ensure the happiness, prosperity and protection of his people," he said, telling the Elf that he did know something. "However isolating yourselves from others undermines all three. Happiness cannot be had in a cage no matter how well furnished it might be. Prosperity cannot be had in a limited environment because sooner or later all the resources will be used up, leaving the people with nothing. As for protection, that is only possible so long as the Woodland Realm does not come under threat from something more than what your warriors can win against. You've already made clear that you're worried that your soldiers won't be enough to fend off Smaug. What happens when something more dangerous than Smaug comes to your kingdom? Without allies, without people willing to brave such danger on your behalf, your people will fall."

"If such a threat were to approach my realm then we would leave and travel to either the nearest Elven realm or to the Grey Havens before departing for Valinor!" Thranduil barked, his iciness no longer slight but plainly evident. "You would be wise to show the proper respect to those who stand above you, Eirei. Many are quick to anger and even quicker to take action against the ones to provoke it."

"Respect is earned, not given," he said, not backing down to the pointy eared king. "And so far I have seen nothing that would make me respect you, Thranduil."

"It would seem that some of the Naugrim's belligerence has rubbed off on you," Thranduil stated in a manner that made it clear that this discussion was over with. "Perhaps a century sitting in your cell will cure you of your irreverent tongue. Assuming you Eirei live that long. Return him to his cell!"

The she-elf who'd brought him to the throne room walked to him and with impressive strength took hold of him by the shoulder, forcing him to walk back the way they'd come. He did not resist since there was a chance that if Thranduil had continued speaking he might've been inspired to project a simple blade before throwing it at a spot just to the right of the Elf's head. The pointy eared being thought himself safe inside his kingdom, thought he could ignore all things outside his forest and remain safe, but that would be the folly of the man on the throne.

He genuinely hoped that those who lived in the Woodland Realm didn't wind up paying too high a price in the end.