Author's Note: So this is a little one shot that I blame on SpaceAnJL because she got me thinking and talking about Buffy again. She's writing an awesome fic called 'Upsetting the Applecart' and I urge you to read it. But we were talking about the Halloween episode and I really got the urge to have Cordelia get changed into a cat. It didn't take me long to write and it's just a silly little fic, but that's what I was in the mood for. Enjoy and please let me know what you think.

Curiosity Killed the Cat, Satisfaction Brought Her Back

Cordelia would never admit it but she hadn't gotten her costume at Party City. She'd been one of the first people in the door at Ethan's. The cat costume was sexy and fun and had the bonus of being different from everyone else's. She'd seen panthers and black cats but no one else had a leopard costume.

And then of course...things went wrong. Things had a way of doing that in Sunnydale. Between her ex boyfriends getting killed, being kidnapped by vampires and the world nearly coming to an end on a weekly basis she was really a little surprised Halloween had gone so smoothly up until the time she turned into a cat.

Cordy really didn't care to recall that much, she'd vaguely realized that she wasn't as large as she could have been, though she wasn't as small as a housecat. And it had been laughably easy to scale the tree in her front yard. She'd watched things bigger and smaller than herself scurry underneath her and pouncing on the ones that looked amusing. Chasing some of the fluttery looking ones had been fun but they tasted bad and Cordy returned to her tree with a rowr of annoyance.

What was really irritating were all the things in the tree and in the air around her that she couldn't hit. Some of them kept landing on her and touching her fur but every time she swatted at them with her claws they made noises of amusement and flew away unharmed. Not all of them were small and birdlike though. There were larger ones near the ground, dark and hungry looking and Cordy had no desire to go near them and try her claws.

Finally she was hungry enough to try and chase one of the things that ran on the hard ground, they made interesting noises and had bright eyes that never blinked but they were faster than she was. They were loud and smelled bad but she knew there were good things inside. She could hear them making noises like prey, squeaks and cries and other sounds of weakness.

And then she wasn't a cat anymore, no more leopard, no more claws except the metaphorical ones, no more superior sense of smell or balance...though that hadn't quite gone away. And for some reason she still saw pretty well in the dark. Cordelia took a deep breath and went home, she'd had enough Sunnydale weirdness for one Halloween.

"Giles, may I ask you a question," Cordelia had made certain to come to the during regular class hours. Even Buffy had to fill her graduation requirements and that meant attending class more often than not.

"Oh, Cordelia," Giles stopped cleaning his glasses and regarded her thoughtfully. "Shouldn't you be in class?"

"I have a pass," She produced the laminated paper and waved it like the magical item it was. "I didn't want to talk while the rest of them were here."

"I see," Giles clearly didn't but he gestured for her to take a seat at one of the tables, sitting down across from her. "What is it you wanted to ask?"

"Is there another doorway in the library?" Cordelia nodded at the western corner where the shadows were most dense. "A doorway that isn't...earthly?

"What on earth are you talking about," Giles blinked as he looked in the direction she indicated. "Why would you think-"

"Do you remember Halloween?" Cordelia interrupted, yes it was rude and yes she'd probably apologize but she didn't have all day to sit and listen to Giles deny there was a gateway to another realm in his library. The Hellmouth under the school was bad enough.

"Of course I remember Halloween," Giles sighed in exasperation. "Willow said you were one of the few unaffected by the spell."

"Well Willow was wrong," One hand flicked dark hair back over her shoulder impatiently. "I turned into a cat, a big one, a leopard I think, but not as large as the one I saw at the zoo. Maybe because I'm only a teenager. It took longer, maybe because my neighborhood was farther away from the shop. But I turned into a cat and now I can see in the dark and I see...things." She shook her head, "Like Willow has this weird green aura around her and it floats off her when she levitates things. Buffy has this burning red thing in her chest, it glows like its on fire. You've got this dark blue haze around you and so has most of the library including the portal in the corner."

Giles had begun to clean his glasses again and now shoved them back on his face, "What else do you see?" He asked curiously, "Besides auras or what have you?"

"Weird little glowy things," Cordy shook her head. "They float around, some of the act like squirrels in the tree outside my house. When I was a leopard they landed on me and it itched but I couldn't swat them. And there were dark things on the ground. I didn't want to go near them." She sighed, "Look I wouldn't care but last night I went to bed and dreamed about running around as a leopard again and when I woke up my sheets were clawed to pieces. I don't want to hunt down somebody's dog as a midnight snack."

"If you'll allow me?" Giles rose and fetched a book from the shelf and began paging through it, "I think I have an explanation."

"An explanation would be good," Cordelia nodded, "Because really? I'm lucky my parents aren't home much. Walking down the hall as a leopard would scare my dad into early retirement."

"Ah," Giles nodded, "Here it is." He opened spread the book open before her and pointed at a picture of a tiger dressed in a kimono. "Bakeneko, Japanese cat spirits."

"I'm not Japanese Giles, I'm not even remotely Asian," Cordelia shook her head. "So how can I be a Bakieniki type...person."

"By dressing as a leopard for Halloween and having the proper attitude I'd say," Giles shrugged and left the book in front of her. "Xander still remembers his soldiers training. So you're not the only one to have some...leftover effects."

"Yeah but presumably Xander isn't going all Rambo every night," The popular girl argued. "I haven't heard that any of the little monsters running around have a craving for raw meat or blood."

"Perhaps you have something in your heritage that predisposes you to the Bakeneko," Giles spread his hands. "Or perhaps its simply the nature of a teenage girl."

"Catty you mean?" Cordelia gave a half laugh that sounded a little too leopard like to her ears. Giles must have thought so too because he stared at her thoughtfully.

"Have you ever attempted to change forms when you're conscious?" He asked thoughtfully, "If you're changing subconsciously, in your dreams rather, you should be able to do it when you're awake. If you can control it you may not need to lock your door at night."

Cordy rolled her eyes, "It's more like my window. I found claw marks on the tree next to my house this morning. Hence my concern."

"Ah, yes I see why you would be..." Giles was off after another book and Cordy stared after him thoughtfully. According to him she was a catty person already, and that was enough to turn her into a baked cookie thing.

"If I wasn't such a... meow meow type of girl would I have stayed this baked cookie thing?" She asked before he could begin to read whatever he'd found out loud.

"I'm afraid I can't speculate on that Cordelia," The Watcher/Librarian shook his head, "But if you're changing forms in your sleep chances are the ability is permanent."

"What's permanent?" Willow had walked into the library while Giles had been speaking.

"Your citizenship in Loserville," Cordelia practically spat the words at the red head. "Giles can I borrow this book? And that one? If you think it's applicable to my project?"

"Certainly," Giles nodded, "The second describes a variety of things that might be useful to you. If you have any questions I'd like you to contact me. And chapter five is particularly difficult, I'd like you to speak with me when you reach it."

Cordelia nodded as she picked up the books and slid them into her satchel, "Thanks, I'll come in when I've gotten to chapter five."

Three weeks later she'd scoured the books, and every other source she could find on Bakeneko. And disturbingly enough she'd figured out that there were evil cat spirits and good ones. Everything she'd learned said that the nature of the spirit was dependent upon the life led, how the person had been treated in their life. Which made perfect sense, she was angry and alone most of the time, and the only real friends she had were ones she couldn't acknowledge.

Giles' house was an apartment, not a house, but it was in a nicer neighborhood, that was good. If she was going to traumatize anyone she wanted it to be affluent little shits. Usually they deserved it, she certainly had.

Ringing his bell had to be the hardest thing she'd done in a while, harder than the meditation exercises, harder than trying to control her dreams. Harder than stopping herself from jumping out the window onto the tree branch eight feet away and leaping easily to the ground. And definitely harder than staying a leopard and curling up on the floor in her room. If she rang the bell and Giles opened the door, she was a baked cookie forever.

The doorbell sounded inside, and a few minute later Giles opened the door. "Hi Giles," Cordelia took a deep breath. "I have something to show you."

"Please, come in," Giles held the door open and blinked as Cordelia strode forward, with what he could only have described as a cat like prowl. She took of her coat, hooked her purse straps over the coat hook and stood in the middle of his living room.

"I have to put the purse out of reach," Cordelia explained. "I lost two because I didn't put them up. The handles hold my scent, the oils off of my hands," She took a deep breath. "I read chapter five...but I didn't try anything in it."

"That's good..." Giles said cautiously. "Did you have questions?"

"I don't need the rituals," She shook her head, dark hair waving over her shoulders. "They were interesting and the theory behind them was helpful in maintaining my focus but I don't need external magic to change."

"So you have been able to do so consciously? Without being in a dreamstate?" Giles leaned against the arm of the couch, "Did you have any success in discovering why you've retained this ability for more than a month after Halloween?"

"I did some research, about the nature of the Bakeneko," Cordelia shrugged. "I also did some work on my family genealogy." She wiggled her fingers, "Apparently my mom had a grandmother who was placed in an internment camp during World War Two. So that could be part of it."

"Cordelia, this is very interesting, but I'm curious as to why you came here instead of speaking to me about this at school," Giles frowned thoughtfully.

"Because Buffy and Xander and Willow don't come here," Cordelia said quietly. "This is my problem. I'll deal with it. If I let them know I want it to be on my terms." She shrugged, "And if someone I didn't like walked into the library after I'd turned into a leopard it would be awkward for you to explain a mauled student."

"Ah, well I appreciate your candor and your courtesy," Giles offered a half smile. "How good is your control these days? In regards to the temptations afforded by your ability?"

"Haven't eaten anyone's dog or cat," She shrugged again. "I haven't killed the maid that snoops through my room. Haven't chased any joggers since the first night. That's a hard one...when something runs in front of me, its instinct to chase it. On Halloween I was chasing cars when I changed back."

"Well with practice more control will come," Giles smiled. "Though plenty of exercise will also help. I imagine tiring yourself out will be key to avoiding pedestrians."

"I also wanted to show you so if you see me, you know what's going on," Cordelia offered. "At least I don't have to take off my clothes to do this."

"No?" To give him credit Giles sounded more interested than disappointed.

"No, I can't figure out why, that's a little above my pay grade, which is nothing," Dark eyes were tired as they looked at him. "But my clothes just disappear and reappear when I'm a girl again." She took a deep breath, "So here it goes." She put her hands together, fingers steepled as if praying for a moment and her body blurred, shifted and coalesced into an adolescent leopard.

It didn't quite growl, made little chuffing noises and purred at him as it walked slowly forward. Giles didn't stiffen but he did regard the very large cat with a tilt of his head. "Cordelia?" The leopard made a sound that was a mixture of a purr and a growl, leopards didn't meow apparently. It sat down and began to rub the sides of its face on his leather shoes.

After purring for a disturbingly long time it retreated and jumped up onto the couch, curling up into a surprisingly small ball of leopard before turning back into Cordelia without a hair out of place. "I don't know why I like leather so much when I'm a leopard," She shook her head. "I had to make sure my closet door was firmly latched after I gnawed a pair of my pumps to pieces."

"No ill effects?" Giles asked curiously.

"No, apparently I don't eat the shoes or purses or whatever, I just chew on them," Cordelia chuckled. "Please don't tell anyone yet Giles, I want to have this under control so no one freaks out."

"That could take a while Cordelia, but if that's what you want," Giles nodded. "Er, how is the...seeing things going?"

"Oh, you mean the brownies, sprites, hobs, goblins and various other things like ghosts that cats are able to see that humans don't even notice? Like doors to other worlds in the corner of the library?" Cordelia rolled her eyes, "I'm working on seeing but not acknowledging. I've had teachers reprimand me for not paying attention in class because I get distracted by whatever hob or thing is doing to the chalkboard." She sighed, "You know Giles it's bad enough that I can now see the Hellmouth. But all these other things too? And ghosts. I never knew cats could see ghosts. Do you know how many ghosts the high school has?"

"I have some idea yes," Giles took his glasses off and began to clean them. "Do they know you can see them? Is there interaction?"

"They don't notice me, its like they think I'm a cat that happens to be human shaped," Cordelia shook her head. "They don't talk to me or try to make me understand them, I just see them."

"Well lets hope that doesn't change," Giles said with a sigh. "I should think that seeing them is difficult enough."

"You think?" Cordelia shook her head. "I'd better get home. I just wanted to show you that I can do it." She stood and moved to take her purse, "I'd better get home. I have a biology test tomorrow."

"Ah, yes, I'll see you at school," Giles nodded and politely helped her on with her coat.

"Yeah, land of the Hellmouth, pixies and hobgoblins," Cordelia sighed.

Demons weren't the friendliest people in the world and they tended to take it badly when you tried to evict them from the park and stop them from feasting on people's brains. So Xander, Willow and Buffy weren't precisely having their butts handed to them but it wasn't an easy little battle either.

Giles knew where they were of course, which meant that it was possible Angel would find out and come give them a hand, but it was looking more and more as if they'd have to beat a fighting retreat. Usually if backup was coming it arrived before eleven pm.

Xander was ducking and swinging an axe when something roared behind him. The sound was not demony in origin, if he hadn't known better he would have said it was a tiger or panther or something along those lines. If he hadn't been so busy defending himself against the ugly green and orange demons with the stripy faces he might have turned to look.

As it was the first inkling he had that something was helping them was a loud hiss and a very large clawed paw swiping at one of the demon's legs. The demon made a roaring sound and the thing with claws roared right back. Then the fight tumbled underneath one of the rare working Sunnydale street lights and he got a good look.

It was a leopard, a pretty big one to his eyes, with spots and huge dark eyes that glared at him as if to ask if she had to do all the work herself. Claws, jaws and snapping teeth made short work of one demon and eventually the rest were taken care of.

The leopard didn't turn and leave much to everyone's discomfort. It walked right up to Willow and nudged at her, pushing her towards a spot in the shadows. "Uh, bad kitty, no pushing," Willow's voice wavered. "Stop kitty. Stop it."

The leopard growled and hissed and pawed at a spot on the ground until Willow bent down to look, "Buffy, someone's buried something here, and its...really got an ugly feeling to it," Willow was shivering, Xander could tell from her voice. "Can you grab my bag and the silk scarf out of it? We can use the silk as an insulator until we get this to Giles."

The leopard seemed relieved and made a happy rowling sound that might have been a meow if it had come out of a less intimidating mouth. Xander was much less happy to have a leopard following them back to the library. It was hard enough to explain what they were doing on school grounds at this time of night but on school grounds with a jungle cat? And he really wasn't looking forward to explaining the leopard to Giles.

Then the leopard began to move faster, bounding forward and Xander had a sudden sinking feeling, "Oh I hope she doesn't prefer a diet of librarian slash watcher," He muttered hurrying after the giant cat with Buffy and Willow in his wake.

Expecting a horrified, terrified or furious Giles, Xander was just a touch surprised to find the Watcher rubbing the leopard under the chin and examining its paws for broken claws and scratches, admonishing it as he did so. "The enthusiasm is admirable but you really must go and have a wash afterwards, their blood contains all manner of contaminants and you don't want to pick up anything unsavory do you?" The cat made a rowling sound again and Giles sighed, "Yes well I imagine you were quite the help, I didn't realize when I sent them out just how many were in the nest."

"You know this...uh...leopard?" Buffy blinked in shock as she saw her watcher petting the very large dangerous animal.

"Of course," Giles patted the cat one last time. "She's been quite the help finding some of those portals demons have been opening." He smiled slightly, "She's a bakeneko."

"She's a baked cookie?" Buffy didn't get it.

"Bakeneko," Cordelia transformed back to her human self and turned to look at Giles, "I read that eventually I'll be able to talk when I'm a leopard. That will be so much more convenient. I had to push Willow so she'd find that amulet. I mean I can't do magic but if I can tell people where to aim it? So much easier."

"At least this time you didn't break a nail," Giles chuckled. "I told you gloves would help."

"Yeah, yeah, Mr. Giles is always right about combat apparel," Cordelia rolled her eyes.

"How long has this been going on?" Xander was shaking his head in surprise, "Were you always a were leopard?"

"I'm not a were leopard, no ties to the moon," Cordelia shook her head, "Bakeneko are Japanese cat spirits. But I'm not a spirit. It's kinda hard to explain."

"I read about them," Willow said after a moment's thought, "They bigger the cat is the more powerful the spirit, and they can be good or bad, but they can always change forms. Sometimes they can talk in cat form, sometimes they see other spirits."

"Do you think that's why I can see all this stuff Giles," Cordelia asked curiously. "Because I've got a cat spirit stuck in my mine? Or is it just a biproduct of behing Bakeneko?"

"I'd say bi product," Giles was cleaning his glasses again as Cordelia pulled a brush out of her purse and began to use it on her hair. "After all, you're the cat spirit, it's not as if you've got an extra shoved in with you."

"Hmm..." Cordelia shrugged, "Well whatever it is, those portals are popping up all over town. And they always start with one of those amulets." She pulled an elastic out of her purse and wrapped her hair back into a bun. "If I take you 'round to where they are, can you guys did them up? I've got wandering spirits, goblins, hobs, pixies and brownies, not to mention the pookas that are going nuts because of the portals these demons are trying to open."

"Yeah we'll get right on it..." Buffy cast Xander a confused look at which the boy shrugged his own bewilderment.

"Cool, because I'm so sick of watching all of them scurry all over the place," Cordelia grinned. "But that's for tomorrow. I've got to get some sleep." She picked up her purse and keys, "Thanks for the wound check Giles. I appreciate it." She tilted her head, "And if that dog of your neighbor's starts to yap again just give me a call. If I go over the trees and rooftops you're not that far away from me. I'll scare that little yappy dog quiet."

"Thank you Cordy, have a good night," Giles smiled as the popular girl left and the three remaining Scoobies gaped at him. "So...questions?"

Fin

Author's Note: So? What did we think? I haven't ever written Buffy fic before, but this was a topic that interested me, probably because I have four cats and I swear they see things I don't.