Spoilers: Takes place after "Rm w/a Vu" and "Beer Bad" and before "Sense and Sensitivity" and "Wild at Heart".

Buffy paced Giles' living room. She'd gone back there after she'd met up with the demon/girl. They'd called the rest of the gang, and they would be arriving shortly.

"You're saying that the demon changed into a young woman? How exactly did she change?"

Buffy said. "It shape-shifted! One minute it was this big thing with spikes, the next it was a teenage girl with a red tank top! Then it changed into a bird and flew away!"

Giles took off his glasses and cleaned them. "I'll look into it. But for now, Buffy, you should go home and get some sleep. I'll see you in the morning."

Disguised as the same bird Buffy had seen earlier, Ryana watched the girl leave the older man's house and walk down the street. She smiled mentally. She had wondered who the Slayer was in this generation.

She hadn't counted on the slayer seeing her in the alley. Ryana had hoped that the commandos that had the demon underworld so spooked would show up, or possibly Alex. If it had been the later, perhaps she could convince him to give in to what he really was.

She followed the Slayer to a dorm at the local college. Quickly, she shape-shifted into a young college student and followed the slayer inside.

She stayed in the shadows, and when the girl would look behind her, Ryana would shape-shift into the wall and stay that way until the Slayer started walking again.

She followed her until the slayer disappeared behind a door. Ryana memorized

the dorm room number, then left. She'd come back later. Like she had told the slayer, she had places to go, people to see.

The next afternoon, Buffy and Willow walked into Giles' apartment. The watcher was clearly very excited.

"Found anything, Giles?" Willow asked. The watcher looked like he was going to hop from place to place instead of walk. She and Buffy exchanged bemused expressions.

"Yes, actually." Giles finally sat down. "It's not a demon at all. What you saw last night, Buffy, is a shape-shifter."

"Um, I pretty much figured that out last night."

"Yes, but this shape-shifter is an alien."

Now the two girls exchanged worried glances. "Are you okay, Giles?" Buffy asked.

Giles continued, "No demon is quite like a shape-shifter. They're practically invincible. They can shape-shift into anything, from a number one pencil to an elephant or a thirteen story building. They can live to be thousands of years old. The oldest one recorded is twelve hundred thousand."

"Yeah, but are you sure they're aliens?" Buffy asked.

"I know it may sound a bit far fetched," Giles said. "But after facing ghouls, demons, vampires, witches, and the like, I don't think it's that hard to believe."

Buffy still didn't believe that part, but she decided to come back to it later, after the shape-shifter was dead. "You said it was nearly invincible. How do I stop it?"

"By vaporizing it."

"And I do that how?"

"There's a spell. If you can trap it somehow, Willow or I can perform it."

"I'll do it," Willow volunteered.

"How can I trap it?" Buffy asked. "You said this thing can turn into anything. How do I even know it's there?"

"A simple incantation will make the shape-shifter shift into its usual appearance. But you have to get it between shifts, when it's not a solid. Any container that doesn't have holes in it will be suitable."

"I guess we're off to the magic shop," Willow said.

Giles gave them copies of the incantation and the spell.

"We'll be needing five people for the spell. I'll call Xander, Oz, and Anya while you girls are away."

The two girls left.

Alex walked back to his dorm room. He had stayed away from Samantha all day. Although he wanted to be with her now, he hoped Ryana would have a harder time finding Sam if she didn't see him with her. It wasn't like Ryana to ask around, but that had been two hundred years ago. He hoped she hadn't changed that much.

When he opened the door, his room was empty. He spotted a note on his bed. It was a blank piece of crumpled brown paper.

Alex stared at it. "Come on, Ryana. I don't have all night here."

The paper shifted into a liquid-like mass and got larger, then changed into the teenage girl that was Ryana's currently favorite form.

"I knew you'd recognize me," she said.

"The answer is no," Alex said, getting right down to business.

"Very well then," Ryana stood up.

Alex knew that look. She was going after Sam, like he suspected.

He stood up. "Stay away from her!"

"You want her to live? You'd better get there before I do."

Ryana shifted into a liquidy form again and disappeared through the vent.

Alex cursed and ran out the door, shifting into a bird once he was outside.

Samantha sat on her bed, watching television. The death of her former tutoring student had struck deep, and her roommate was trying to cheer her up. She'd left to get some cokes and would be back in a few minutes.

There was a knock on the door, and Samantha went to answer it. It was probably another one of her friends who'd heard the bad news and had stopped by to cheer her up.

When she opened the door, however, she didn't recognize the girl standing there. Her hair was dark and was pulled back and tied with a red ribbon.

The girl smiled. "Hi. I'm Ryana. I heard about what happened to Hillanne Thomas. I heard you tutored her in High School."

Sam nodded. "That's right."

"Can I come in?"

When Alex reached the dorm, he spotted police cars and ambulances in the parking lot, with a large crowd of girls from the dorm and passersby gathered outside the yellow tape. He knew he was too late. But he didn't want to give up hope. Not yet.

He spotted Sam's roommate, Kate, talking to an officer. Alex ran up to them. "Kate, what happened?"

Kate, overcome with sadness, glanced up at him with tears in her eyes. She couldn't say anything.

"Are you Alex McPhierce, Samantha van Strasbourg's boyfriend?" The officer asked him.

"Yes," Alex answered.

"I'm sorry, son," the officer said.

That was all Alex needed to hear. His heart sunk. "No." He looked away and began to sob.

"I know you're in a lot of pain right now," the officer continued. "But could you answer a few questions, please?"

Overcome with grief, Alex nodded. He was hardly listening as the cop asked him the questions, and hardly paid attention to his answers. All he could think about was Samantha, so filled with life and love, and Ryana, who he knew was behind this. And no matter how long it took, he was going to find her.

After they went to the magic shop, Buffy and Willow went back to their dorm to get a few things. They found police cars there. There were no ambulances, but the crowd was growing as more students returned to their dorms, saw what was going on, and decided to investigate. Like Buffy and Willow were doing.

They spotted Alex sitting on the steps. His head was in his hands.

They approached him. "Alex! What happened?" Willow asked.

Alex looked up and regarded them with suspicion. "Do I know you?"

"We know Sam from high school," Buffy replied.

Alex's eyes filled with tears. "You did."

"What do you mean?" Willow asked. Then she looked at the police officers. "You don't mean she's-"

"Dead," Alex said. "She's dead."

"How?" Buffy asked.

"Burns."

Willow and Buffy looked at each other, sharing a knowing look.

Alex saw it, and became more cautious. "Why do you want to know?"

"Like we said, we used to know Sam," Buffy answered. "Do you know who did it?"

Again, Alex was suspicious. After a long pause, he shook his head. "No."

Buffy knew a lie when she saw one, but said, " We're sorry for your loss, Alex," and led Willow away.

"What do you think?" Willow asked once they were out of hearing range.

"Definitely burn-girl," Buffy answered. She looked back at Alex. "I think Alex knows more than he's telling. I'm going to follow him. Maybe he'll lead me to the shape-shifter, and I won't have to do the incantation. You go to Giles', tell him what happened, and get the vaporizing spell ready."

"Be careful," Willow said before she left with the supplies.

As soon as the police let him go, Alex went back to his dorm room. John was still at the party, which was good.

He decided to go patrol near the Bronze, where the first murder was. Ryana may show up there again.

After examining the few weapons he kept hidden in a bag under his bed, he decided not to bring any. If he was going to face Ryana, he couldn't use any of them but himself.

He left the dorm again.

Buffy followed him. She had a few stakes on her, although she doubted they would help against burn-girl if she ran into her. She'd just have to improvise. She had the container in her Slayer's Bag.

She ran out from behind the big blue mailbox she'd been hiding behind and went to stand behind the wall of a building. Alex was a few feet ahead of her. He didn't seem to notice her, which was good.

She followed him, and noticed he was headed toward the Bronze. Although, in the mood he was in, she doubted he would be hanging out. Which meant that following him had been a good idea.

Above Buffy, perched on the roof, Ryana, disguised as a different bird than

before, watched as the Slayer trailed after Alex. She smiled mentally. This would be fun.

When Alex reached the Bronze, he began circling it, beginning with the parking lot. Buffy followed behind him, hiding behind cars as she went.

Once, Alex turned and looked in her direction right when she was about to move forward, and she had to duck behind the car again.

She waited a few minutes before peeking over the car's trunk. Alex had turned the corner of the warehouse the Bronze was connected to and disappeared. Buffy hurried to catch up.

A bird landed on the ground behind her. Remembering what happened earlier, Buffy spun around, looking for the bird.

It was a bluebird. They regarded each other a minute. Buffy decided to test the incantation on it.

"I will look upon my enemy," Buffy began. "and I will see it in its common form."

With a screech, the bird shifted into a liquid mass before changing into the girl with the ponytail tied in a red ribbon.

"Hello, Slayer."

Ryana changed into a bird and took off, heading for an alley. Buffy followed her.

When Buffy got to the alley, Ryana was nowhere to be seen. Buffy pulled at stake and looked around.

When she'd turned completely around to face the mouth, Ryana flew down, changing back into her human female form before landing feet-first on Buffy's back, knocking the slayer to the ground. Ryana jumped away before she went down, too.

Buffy rolled to her feet and faced her, standing in a battle stance.

Ryana was gone.

Buffy looked around cautiously. Then she heard a roar.

Buffy looked in the direction of the sound. A tiger stood there, growling, showing all its teeth. It jumped for Buffy.

A figure knocked into the cat's left side, sending it against the wall. It was Alex.

"Come on!" He said, grabbing Buffy's arm and pulling her away.

As soon as they were a ways away from the Bronze, Buffy managed to break away from Alex. "Okay, who are you?" she demanded.

"You'll find out soon enough, Slayer," Alex answered. "But let's wait until we get to your Watcher."

"No, you'd better start explaining now," Buffy insisted. "Before I lose my patience."

"I'll explain later," Alex said. "But now we have to go." He scanned the trees, the sidewalk, the street. "She could be anywhere right now."

"Who?"

Alex sighed. "Ryana. She's a shape-shifter."

"I told you, I'll explain everything when we meet up with your Watcher. I won't harm anyone. I promise."

After a minute, Buffy relented. "Fine." She pushed Alex in front of her. "But you get to walk in front."

When they got to Giles', the entire gang was there. They stopped preparing the spell when Buffy led Alex to the couch and sat him down. She stood over him, on guard. Everyone else was silent. .

"Okay," Buffy said. "Explain yourself."

Alex looked around at everyone. He saw the spell preparations and recognized the pattern.

"The vaporizing spell." He nodded appreciatively. "Very nice."

"I'm running out of patience here," Buffy warned him.

He sighed. "Ryana, the person you're looking for, is a shape-shifter, as I'm sure you already know. You should also know that she's an extra-terrestrial."

"Go on," Buffy said.

"I need your help," Alex said. "Ryana killed Samantha. I want her to pay."

"Do you know why she targeted Ms. Van Strasbourg?" Giles asked.

"She wanted me to join her."

"Why?" Willow asked.

"Like Ryana, I am a shape-shifter. I'm at least five hundred years old."

"You don't look like it," Oz said.

Alex smiled. "No, I don't. My kind doesn’t change."

"Is that your true appearance?" Giles asked.

Alex shook his head.

"Woah, woah, wait a minute," Xander said. "Why are we trusting this guy? If he really is a shape-shifter like Ryana, we don't know if he's a killer like she is, or if he's really telling the truth."

"I was telling the truth about the shape-shifting part, and I can prove it to you. But I can't prove that I don't kill humans anymore. I used to. Ryana and I used to be mates, I guess you could call it that. Neither of us cared for human emotions."

"What sort of things would you care about?" Giles asked.

"What we experienced by linking."

"Linking?" Willow asked.

"We can take on any form," Alex went on, "and we can combine. It's perhaps the best thing I've experienced in my entire life," he said wistfully, then shook his head. "But I haven't linked in a long time."

"Why not?" Buffy asked.

"Because," Alex continued, "It takes away my appreciation for human beings. When I link, I simply don't care anymore."

"Doesn't sound very pleasant," Xander said.

Alex smiled. "Oh, it is. There aren't any words to describe it really. It's much better than making love, so don't try to compare it to that."

"So," Buffy asked. "What happens next?"

"I'm going to kill Ryana," Alex said. "And it would be nice if you didn't kill me in return."

Buffy looked at Giles, then back at Alex. "I'll let you live."

Alex stood up.

"How are you going to kill her, exactly?" Giles asked.

"With my bare hands."

"You can do that?" Anya asked, looking excited.

Alex nodded.

"How do we know he can even shape-shift?" Xander asked.

Everyone looked at Alex. "What do you want me to change into?"

"How about your common form?" Buffy asked.

Alex looked at her and nodded. "Okay."

So, he did.

His head became more wrinkled, and his short dark hair became whitish-yellow. His mouth became flatter until there were no lips. He didn't change his clothes.

Everyone stared at him while he changed back into his human form. "Ryana will look similar to that."

He headed for the door. "Where are you going?" Buffy asked.

"To find Ryana."

"I'm coming with you," Buffy said.

"You can't kill it," Alex told her.

Buffy held up the container. "I can trap it if something happens to you."

Not wanting to waste too much time arguing, Alex nodded and led the way out.

The next day, they hadn't found anything. Alex had agreed to meet with the others after his morning classes for lunch.

Buffy, Willow, Xander, and Anya were sitting at a table in the student lounge, waiting.

"Am I the only one who thinks this whole shape-shifting thing is creepy?" Xander asked.

"I think it's creepy," Willow said. "But don't you think it's nice that they aren't all on the other side?"

"That's my other point," Xander said. "Can we really trust this guy? Just because he says he won't kill anyone, what do we know? He may be an accomplice. If he is on our side, then what about Ryana? I mean, these shape-shifter guys can change into anything they want. Ryana could be anywhere."

"I know," Buffy said. "That's what bugs me. I can't sense them. She could be anywhere, and we wouldn't know it."

"At least we know where Alex is," Willow said, motioning toward the door.

Alex came up to them and sat down. "Hey," he said.

"Hi," Buffy said. "So, can you since others of your kind?"

Alex shook his head. "Stalking her prey really isn't Ryana's style, anyway. She doesn’t have much patience. She'll stay hidden for a small while, but not for long. There weren't any more murders after we split up last night, so I know we're the target."

"So, that means she doesn't know where we are," Buffy guessed.

"Probably not," Alex said. "She'll wait until we're in private before revealing herself, though. She knows it's better not to cause a big scene."

"So what should we do?" Willow asked.

"Keep going to classes, I guess," Alex suggested. "Afterwards, we could meet somewhere private and see what happens."

"Hey, Buffy," Riley said.

The five turned to see Riley Finn, Buffy's new boyfriend, standing next to the table.

"Hey, Riley," Buffy answered.

"Look, I was wondering if you'd liked to go out tonight. I heard a great band was playing at the Bronze."

"Well, actually... I can't."

"Oh," Riley said, disappointed. "Why not?"

"It's kind of complicated, really. How about tomorrow night at eight?"

"Sure," Riley said. "I guess I'll see you there." He walked away.

Buffy turned back to everyone else. "Okay, this had better be settled up by tomorrow, or I'm not going to be happy Buffy."

"Hello, Alex," A voice said behind him.

Alex whirled around. "Ryana!"

Buffy got up and faced the shape-shifter. "Let's go outside."

"It isn't you I came to Sunnydale for, Slayer. Although I wouldn’t mind killing you," Ryana said. She looked back at Alex. "You know very well what I came for."

"This is new for you, Ryana," Alex said. "I thought you hated humans too much to be in a crowd of them like this."

"I wanted to see your expression in clear light," Ryana answered. She smiled. "It was worth it to see the puny human emotions you hold so dear play out on your face."

"I'm not going to link with you," Alex said.

"If you believe that, these humans have too much influence over you," Ryana said. "But there's no way around it, Alex.

"What do you mean by that?" Buffy asked.

"I mean that if you don't link with me," Ryana said, still addressing Alex. She looked up at Buffy. "Your Watcher dies."

Buffy was shocked, then she got down to business. "What have you done to Giles?"

"You'll see," Ryana said. She turned back to Alex. "I'll see you at the apartment."

With that, she ran for the bathroom door. Alex and Buffy ran after her, with Willow, Anya, and Xander following them.

They reached it just in time to see Ryana's liquefied form disappear through a vent.

"I'm going after her," Alex said. Then he changed