Title: Changing Worlds (Title subject to change as soon as I can think

of a better one.)

Author: Charity a.k.a. BOB1 (charibob@cox.net)

Rating: Probably nothing higher than a soft R, mostly in the PG-13 range.

Disclaimer: Joss owns the Buffyverse, GGC and Paramount own Now and Again.

Spoilers: Everything through season 4 on Buffy, all of Now and Again.

Distribution: My site (Bite Me... Please?) Anyone else, ask and you shall

receive.

Dedication: To bob3, even though she said she'd help me with this and then

promptly disappeared FIVE MONTHS AGO!!!)

Anti-Dedication: To CBS and Les Moonves in particular, you are evil and must

be destroyed!

Notes: To any N & A fans; after the finale the doc and co. caught up to

Michael and family shortly after they escaped. They managed to convince Lisa

that 'Mr. Newman' was a complete whack-job and that Michael being alive at

the hospital was just a hoax. A few weeks after that, Lisa accepted a

proposal from Gerald Mizenbeck (I'm sorry, please don't kill me) to get away

from the insanity that is Mr. Newman. The doc is rather wary of Michael now

but things have pretty much returned to normal otherwise. Also, the Eggman is

still running loose but is laying low at the moment.

Notes 2: The first part is boring, I know. It's all set-up though and it's

all needed.

Thoughts in [ ]

***



"Why exactly am I here?" Asked Dr. Morris to the four star general and the

Secretary of State that he was currently in a meeting with.



"You are here, Dr. Morris, because your project is very possibly a disaster

waiting to happen. I'll thank you to remember that Mr. Wiseman has already

escaped on more than one occasion, exposing his rather unique abilities and

leaving the government with quite a mess to clean up." The Secretary of State

leaned in, "And quite frankly, we are tired of cleaning up after Mr. Wiseman

and yourself. The only reason that we have not terminated this project all

together is that when he can be brought to heel, Mr. Wiseman has proven

effectively that the project works. And it would be rather cost-inefficient

to rebuild from the ground up using another brain at this point. But you and

your prototype cannot continue to run around doing whatever you both please.

This sort of behavior is causing us to rethink that position at the moment."



"And so," the general added, "We have decided to bring in an outside

observer. An uninvolved third party if you will."



"General," Dr. Morris replied, "I really don't think that's necessary. Now

that Mrs. Wiseman has remarried, I don't anticipate any more problems with

Mr. Wiseman. He has no more reason to attempt to escape."



"Nevertheless," the Secretary of State answered, "A great many people have

put a lot at stake for this program so far and we will all feel better

knowing that there is an objective party keeping an eye on things."



Dr. Morris smirked a bit at this point and leaned back in his chair. "And

where, gentlemen, do you intend to find this 'uninvolved third party' with a

high enough clearance to learn what we are doing here?" He knew damn well

that anyone who had clearance for this project was already involved with it

and had a firm opinion one way or the other.



"There is a young woman who has knowledge of a slightly similar project that

we had going elsewhere. She's got a genius IQ, will have no trouble with the

technical side at all and probably very little difficulty with the biological

side either and has proven to be trustworthy so far." The general replied.



"Where was this project and why was I not informed about it?" asked Dr.

Morris, feeling rather rattled.



"You were not informed because though both projects shared some similarities,

they also had some fundamental differences. There was no point in informing

you or your counterpart as the projects were incompatible. As to where it

was, it was in a little town called Sunnydale."



***



It was night in Sunnydale. Not a good time to be out wandering aimlessly but

Willow couldn't bring herself to care. After finding out that Tara was evil,

Willow had drunk half a bottle of vodka and decided to go out for a walk to

clear her head. Not that it was working though, all she could do was brood.



[ It figures. It really just figures. Oz rips my heart into teenie-tiny

shreds so I decide that men suck and go for a woman. Then it turns out that

Tara is an evil half-demon witch who's just interested in me to steal my

powers and try and open the hellmouth. Women suck... Men suck... And I can't

forget Moloch. Demons suck too. Maybe I'll just live alone and raise cats.

Cats don't seem to suck. Dogs suck though, dogs are related to wolves and

wolves suck. Everything sucks. Gee, I'm using the word sucks a lot. I need to

get a new word. But I can't think of any new words. I need my thesaurus.

Where's my thesaurus? I didn't bring my thesaurus. Thesauruses suck. ]



She was so busy in her thoughts of suckage, she didn't notice the van pull up

behind her, or the three men that got out of it. In fact, she didn't notice

anything until she felt the hypodermic needle in her neck. But the blackness

quickly overcame her, insuring that she wouldn't notice anything else for a

while.



***



She awoke in a small room. It was very gray. The walls were gray, the blanket

on the bed was gray, the carpet was gray. For a moment she thought there was

something wrong with her eyes until she caught sight of her neon green tennis

shoes sitting by the bedside. That reassured her... until she noticed that

the clothing she was no longer wearing the blue and green flowered top nor

the white and green skirt with the ivy patterns that she had been put on

before she went on her drinking binge. Instead she was clad in some sort of

loose-fitting jumpsuit in (what else) gray. Then she started to panic.



[ What happened? What did I do?!?!? Oh Goddess! This is so not good! I'm not

liking this at all! ]



She kept on in that vein until the door opened. [ Arrgh! There's a door there

and I didn't even notice it! Real smart Willow! You could have been out of

here before anyone even knew you were awake if you'd just paid a bit more

attention to your surroundings and a little less attention to your inner

babble. Way to go! Good job there! How the hell could I have missed an entire

door? What kind of dork am-- ]



*a-hem*



Willow was pulled out of her thoughts by a muscular looking man who had

entered the room unnoticed while she was busy berating herself for not paying

attention to her surroundings.



"If you would just follow me Miss Rosenberg, everything will be explained."



"Better idea, how about I just stand here, you explain 'everything' and then

I go home. I have classes and I don't intend to miss them just for....

whatever the hell this is!" Willow was feeling very hungover and also very

much not herself. Plus, she figured saying mean things to the guy that had

possibly kidnapped her (her recollections of the night before were incredibly

vague) probably wouldn't lose her any points with The Powers that Be.

Besides, her favorite skirt was missing and someone had undressed her without

her permission (probably). Adding all those things up made for a cranky

Willow.



The man let out a sigh. "Miss Rosenberg, I assure you, you are perfectly

safe. But there are some very important people who wish to speak with you

*now* and if you don't follow me then I'll be forced to drag you to them

kicking and screaming."



After a few moments of careful consideration, Willow chose the lesser of two

evils and followed the man under her own power.



He led her to a room with a table and several chairs, two of which were

occupied by middle-aged men, one of them in uniform and the other in a very

expensive suit.



The one in the suit looked up and said, "If you will be so kind as to sit

down Miss Rosenberg, we will explain what is going on." As Willow sat down,

he continued. "Miss Rosenberg, because of your knowledge of the fiasco that

was caused in Sunnydale by Professor Walsh, you have been chosen by your

government to keep an eye on a project we have going in New York."



"Um," Willow interrupted. "Didn't you guys learn your lesson last time? You

know, what with the havoc and people dying and stuff. I would have thought

that would have put a damper on your little projects."



The guy in the uniform answered. "Well, this project was happening at the

same time as the Initiative, so the mistakes hadn't been made to learn from.

Plus there have been no deaths associated with this one and in fact, many

lives have been saved. And the person in charge of this project isn't insane

as Maggie Walsh clearly was. But despite all of that, we have learned which

is why you are being brought in. You will keep an eye on things and if this

project starts to go the way of the Initiative, then you tell us and we'll

shut it down *before* it gets out of hand."



"And what if I say no?" Willow replied. "I have a life and school and stuff

and don't really feel like baby-sitting your megalomaniac scientists who seem

to get a kick out of playing God."



"If you say no, Miss Rosenberg, then you will be held in a maximum security

facility until we find a way to remove this knowledge from your head and we

will simply take one of your friends instead." The man in the suit answered.



"Guess I have no choice then, do I?"



"No, none at all."



***



The next day



Willow was feeling remarkably better as she was again led into the meeting

room. A good portion of her good feeling was attributed to her hangover being

gone, some of it was because they had returned her clothing (it turns out

that it was just taken away to be cleaned) and a lot of it was because she

was about to embark on a grand new adventure somewhere where she didn't have

to play her appointed role as research girl/human doormat and Tara wasn't

going to be anywhere near her. All pluses in her book.



"Ah, have a seat Miss Rosenberg and we will discuss what will be happening

over the next few days." The man in uniform told her. The man in the suit (to

whom she had never been introduced to anyway) wasn't present. Willow sat, her

natural curiosity and optimistic outlook overcoming any misgivings that she

might still have been having (for the moment.)



"Tomorrow, you will be flown to New York where you will be met by General

Piett who will show you where your apartment is; we've arranged a nice place

for you about a block away from the project headquarters. He will then escort

you to the townhouse where we are running things, which is where you will be

spending the majority of your time. The next day, you will meet Dr. Morris,

who is in charge of the project as well as the prototype. Dr. Morris and the

prototype are currently at a military installation while we tighten up

security but they should be back by then. Dr. Morris has been instructed to

give you access to all the files regarding the project as well as the video

surveillance tapes that have been taken of the prototype so far. Over the

next few weeks we want you to go through them and get a feel of what's going

on. You will report to General Piett after you've had a chance to do so. Just

tell him any initial feelings you have about the project. You will also

continue to report to General Piett on a semi-regular basis just to let him

know how you think things are going and you can contact him at any time that

you feel things are getting bad or if you have any general misgivings about

any aspect of the project." He paused for a minute to let it sink in so far.



[ So far not too bad. My own apartment! In New York! How cool is that!

Reports icky though. Way too much like having to give a speech in front of

class or something. But on the upside it sounds like they are actually paying

attention to what's going on with this one unlike the disaster that was Adam.

That's of the good. ]



When he saw that she had digested things so far, he continued. "The apartment

will be paid for by the government and you will be given a salary as well.

After all, slavery was abolished a long time ago. As for school, if you wish,

you will still have time to take classes though you won't have enough time to

be a full time student. You will be allowed to contact your friends and

family but you can't tell them what you are doing and quite frankly, we'd be

much happier if you didn't tell them where you were. It just wouldn't do for

you to have surprise visitors when there is an important exercise on and

such." He stopped again, wondering how she would take that bit of news.



"I can't do that." Willow replied. "My friends would freak out if they

couldn't find me if they needed me. Besides, if I have time to go to classes,

I'm assuming that I'll be getting some off time sooner or later. If my

friends want to visit then I'll just visit with them then."



"We figured you would say that, which is why we didn't make it mandatory that

you not tell them where you were. But it is imperative that you tell them

nothing about the project, for national security reasons as well as for their

own well being. Everyone who knows about the project is either a government

official, personally involved with the project or is imprisoned to ensure

that there are no leaks to foreign governments. And I doubt that you wish to

see your friends in prison for the rest of their lives."



"Right. Top secret. Got it."



"The corporal will escort you to your quarters now. Get some rest. tomorrow

is going to be a long day."



***



After stepping off the plane, Willow was immediately whisked off in a limo to

meet with General Piett, who turned out to be a small ratty looking man that

wanted nothing to do with her.



"Let's get one thing clear from the beginning," General Piett started as soon

as Willow was shown into his office, "This project is good. This project will

save many lives. I'm am completely in favor of this project. I don't want you

calling me up and whining about this, that or the other going wrong. In fact,

except for your weekly reports that everything is going smoothly and an

overall report that this is a wonderful project and we should build more, I

don't want to hear from you at all. Now, I'll have my sergeant drive you over

to the townhouse so that you can meet with Dr. Morris and get to work on your

first glowing report." With that, General Piett dismissed Willow from his

office.



[Ut-oh] was Willow's first thought after she got back into the limo. [ This

isn't good. Not good at all. They couldn't have me report to someone who

wasn't so biased? What happens if this thing goes evil? If this guy doesn't

listen there could be major badness! Not good at all. Hmmm.... Well, I

suppose if this thing does do an Adam I can always call the gang. That would

work. Now that I think about it, it's probably a very *very* good thing that

I'm here. The military couldn't take care of Adam when they needed to, I

highly doubt they could take care of this other one either. ]



Willow was pulled out of her thoughts as the sergeant parked the car. They

had pulled up in front of a nondescript door of a fairly normal looking

building. [Hmmm... doesn't look like a top-secret government installation.

But then again, the Initiative was fronting as a frat house so looks can be

deceiving ]



The sergeant waved her out of the limo and took her to the door, where he

typed a number into the keypad and waved her inside. Once Willow was past the

doorframe the sergeant informed her that the doctor and the prototype would

be along shortly and when she was through for the day the doctor would have

an agent take her to her apartment. Then the sergeant slammed the door in her

face.



[How incredibly rude! That just wasn't nice at all.] Willow stared at the

door in disgust. Then she took another look at the door. From the outside, it

looked like a perfectly ordinary door. From the inside, it looked like

something you would find in a bank vault. It was steel, there were bars going

into the doorframe and in short, it looked like something that you'd need 20

pounds of plastic explosives to get through. [Well, that looks... scary. But

in a promising way. At least someone is taking security seriously. Well,

since it looks like I'm stuck here for the now I may as well take a look

around.]



Willow walked out of the entryway and into the townhouse proper. [This is...

bleak.] The walls were brick. There was a lot of exercise equipment off to

one side. There were some white wrought iron chairs and a table. [Looks like

patio furniture. Couldn't the government spring for some real chairs... and

maybe a couch?] There was a pool built into the center of the main room.

[Indoor pool. That's nice.] Beyond the pool, there was a glass-enclosed room

situated about three feet above the ground level. In it, there was a bed with

a black bedspread, an alarm clock and a large window. Beyond that was a small

bathroom. Off to one side of the pool area there was a kitchenette. The

refrigerator was filled with vegetables. The closet was filled with men's

clothes, mostly black. [This guy could give Angel a run for his money.] In

essence, the place had absolutely no personality.



[Well, now what?] She thought as she sat down on one of the patio chairs.

[Bored now... Oh! Tell me I didn't think that!! That's just not good! Not

good at all! Soon I'll be all wearing leather and licking people and....

Hello! There's someone I wouldn't mind licking!]



"Ah. Terrarium sweet terrarium." The yummiest man Willow had ever seen had

just walked through the door. He had thick brown hair that just begged for

her hands to be run though it, big blue dancing eyes a sculpted jawline and

the cutest little dimple in his right cheek. He was wearing a long sleeved

black t-shirt and black jeans that he looked like he had been poured into.

Everything about him just screamed 'throw me down and use me mercilessly.

"You might want to convince the government to invest in some posters or some

houseplants or something. Ya know, to make the place look more homey and less

like a giant hamster cage. Or conversely, we could just get one of those

giant wheels and some cedar shavings and finish the place right." The comment

was directed towards a very large, somber looking black man in a very

expensive suit and pair of glasses. He did not look amused. Neither man had

noticed Willow yet.



"Or maybe some throw rugs, a couch and some flowered curtains. That'd make

the place look a lot more homey. Or one of those big water bottles if you're

going for the hamster look." Willow said, getting slightly annoyed at being

totally ignored. [Not like I don't get enough of that at home. Besides, how

secure is this place really if they can't even notice a perfect stranger

sitting in their... well, living room for lack of a better word.]



The second she spoke, the tall black man went on the defensive. "Who are you?

How did you get in here? I want answers now!"



"Well," Willow replied, "Since I can't walk through walls, I'm going to guess

that I got in through the door." The yummy guy grinned at that. [Woah! Watch

that dimple in action!] "And as for who I am, I'm Willow Rosenberg. I'm

supposed to observe here. Who are you?"



The black man stared at her in shock for a second. "Willow Rosenberg?"



"Funny," Willow answered, "You don't look like a Willow. And to tell the

truth, you don't much look like a Rosenberg either."



"*You're* Willow Rosenberg?!?!? This has got to be some sort of joke! You're

a child! You are barely more than an infant! There is no way that *you* were

sent here to observe us." The man was close to growling when he finished.



"I am hardly a child! And I was sent here to observe because the last time

one of you government types decided to play God, her little creation got out

and started dissecting people for fun. *I* was one of the people who helped

stop it which is why *I'm* here to make sure that it doesn't happen again!"

Very few things got Willow's ire up like being called a child. The only

people she tolerated it from were Spike and Angel for obvious reasons. And

even then she didn't like it. "Now, who the hell are you?"



The tall black man chose to ignore her in favor of calling the Pentagon and

complaining. So that left the yummy looking one to make conversation.



Walking over to where Willow was sitting, he reached out his hand and said.

"Hi, I'm Michael."


***



The tall black man paused in his dialing to slap Michael's hand away before

Willow could make contact. [ Damnit! Stupid guy getting in my way! Who the

hell does he think he is anyway? Asshole! Eep. Watch your language Willow

Rosenberg! ]



"Don't talk to her! And don't touch her either! In fact, don't even go near

her!" The tall black man ground out between clenched teeth as he firmly

placed himself between Michael and Willow.



As Willow glared at the moron on the phone, Michael decided to amuse himself

by making faces at the doc's back. Willow, catching sight of this, promptly

burst into giggles. [Cute and funny and oh so yummy! I wants! Oh wait... I'm

gay now... maybe... I think... Not that it matters because even if I'm not

gay, men suck too. I mean, Oz was a man and he cheated on me and left me

and... Oz wasn't a man!!! He was a werewolf! That means men are still an

option! Just have to make sure they aren't mutts. Or robot demons. Which

means funny, tasty Michael is still available! Except he's probably not. I

mean, what are the odds that someone like that isn't already involved with

someone else. And even if he wasn't with someone else, why would he want to

be with someone like me? I mean, my boyfriend literally went to the other end

of the world just to get away from me and my girlfriend wanted to kill me. So

apparently I'm very much not someone that anyone would actually want to be in

a relationship with. Sigh. Guess it's back to the fifty cats option.] Willow

thought morosely. Just then, Michael crossed his eyes and stuck out his

tongue at the doc's back and she dissolved into giggles again.



Dr. Morris was growing increasingly annoyed. His phone call was not going

well at all, the brass at the Pentagon had basically told him to suck it up

and deal with it. The *child* was laughing and he had the sneaking suspicion

that Mr. Wiseman was not going to be at all helpful dealing with this

intrusion. In short, it was turning out to be a very bad day.



He snapped shut his cell phone and turned to glare at the girl again and

Willow glared right back at him, giving him her very best resolve face (the

one that managed to make even Spike stand at attention.)



Michael watched in amusement as the Doc and the fiery redhead stared

eachother down. So far, he was liking the newest addition to the project. Not

only was she as cute as a button, but her 'take no prisoners' attitude

coupled with the ability to truly appreciate silly faces (a very rare

attribute in this day and age) reminded him a lot of his wife Lisa,

especially in the early days when they had first started dating. He really

hoped she would stay around. If anything, she'd keep the Doc on his toes and

keep things interesting.



"So, whaddaya say Doc, can we keep her?"



Dr. Morris growled at his prototype. He was not at all happy. "It seems as

though we have very little choice at the moment." He turned his glare back on

Willow. "Though, suffice it to say, I'll do my best to get rid of this little

annoyance as soon as humanly possible, if not sooner."



That pissed Willow off even more than the child comment. "Look," she

addressed Dr. Morris, "I'm no happier with this than you are." She ground out

between her teeth, "I was utterly content to live my life, hang out with my

friends, go to school and prevent the occasional apocalypse. But now I've

been dragged to the other side of the country; no friends, no school, and

probably even no apocalypses just because you aren't happy with the old

fashioned way of making people." At this point, Willow figured she'd have to

make peace, if only for her sanity. "We're pretty much stuck in this

situation at the moment, there's obviously nothing either of us can do about

it right now. Let's just agree that neither of us is happy about it and get

on with doing whatever we're supposed to do now. Okay?"



"Very well," Dr. Morris replied. "Just so long as it's understood that I'll

do everything in my power to have you removed from this project."



"Fine," Willow answered. "And just so you know, since I've been told that the

alternative is apparently prison, I'll be doing everything I can to stay on

this project." The next bit she said more to Michael than to the doctor, "I'm

just not a prison type person. I'd look horrible in those jumpsuit thingies."

She turned back to the doctor. "Now can I get those tapes and things that I'm

supposed to be reviewing?"



Michael just laughed as Dr. Morris went to get the tapes, sulking the entire

time.


***



Part 3



A few minutes later, Willow found herself being forcibly removed from the townhouse by Dr. Morris and a bald man who was only referred to as Special Agent Number One. She was pushed into a limousine that was apparently on call at all times for the doc and Yummy Michael.



She also had a double armload of videotapes and file folders and the promise that the rest would be delivered as soon as they could get them loaded into the 'Toys-B-Fun' semi truck that was assigned as a mobile surveillance unit to the project. Dr. Morris had a sadistically wicked look in his eye when he said it and Willow found herself feeling very apprehensive as to why they would need a semi to deliver a few files.



And it turns out she was right to feel that way.



By the time the limo had arrived at her apartment (and she still got a major kick out of saying *her* apartment,) the semi had already arrived and three large men had started unloading thousands of videotapes and an equally large number of documents as well for her to have to go through.



By the time she actually *found* her apartment [mental note, in the future, find out your apartment number BEFORE letting the limo driver leave,] the large men had already made several trips, apparently by a back way that they didn't feel like sharing with Willow, so she spent several minutes wandering up and down hallways until she spotted one of them entering the door that she assumed had to be hers. [I highly doubt that they'd be delivering all these classified files and stuff to any one else's place so this one has got to be mine.]



When she got in the door, excited to see her new place, she found that she couldn't actually *see* her new place, due to the piles of files and videos haphazardly piled everywhere. Grrr. She started dumping everything up against one wall. When she finished, she had a clear view of her new home and a pile of highly classified crap, roughly the size of the pyramid of Giza.



If one ignored the monument of messiness, Willow found that her apartment turned out to be pretty kick ass. The front room had a bank of extremely large windows, brick walls, a hardwood floor with a couple of rugs strewn across it, a large leather-bound couch and a state of the art entertainment system. The kitchen was small but full to the brim with gadgets. She had an office type room with a computer that looked like it came right out of a sci-fi movie and a ton of filing cabinets. Her bathroom was larger than her room back home. Her bedroom, however, lacked any kind of character or charm whatsoever. Except of course for the bed that looked like it was the size of a football field and was exceedingly soft and comfy looking.



All in all, it was a place she could definitely live happily in for the rest of her life barring the mountain of crap sitting against the wall and generally throwing off her happy vibes with the reminder that she had a ton of work to get done before she could properly enjoy her new digs.



***



After watching seven hours of videotape, Willow found herself very bored. Ninety percent of the time, it appeared that nothing of any interest whatsoever happened with the project, provided that you found watching that incredible specimen of manhood Michael working out to be a boring time. Not that Willow did, he was so very cute indeed but after the five-thousandth push-up, even Willow had to admit to a certain lack of absolute riveted attention.



It was the other ten percent of the time that had Willow's attention. It seems that Michael had a habit of escaping. A lot. Not that Willow could blame him. She had only been watching for a few hours and she was already bored to tears. Poor Michael had to live it. A lifetime of mostly doing boring, repetitive exercises and eating what appeared to be disgustingly nasty looking baby food, was it any wonder that the man ran away all the time?



Willow resolved to try and break him out on a regular basis, if anything to just give him a change of scenery once in a while. But first, she had to wade through a years worth of project junk... not to mention, contact her friends and let them know she was still alive and not vampire food or anything.



She decided to contact the Sunnydale crew before going through the rest of the tapes. She didn't want her friends to worry about her any more. Plus it gave her an excuse to play with her new toy.



Willow fired up the computer and wrote Buffy a quick email, telling her not to worry and that she'd call them all in a couple of days. Then she spent a few minutes just playing with her new system and giving the occasional happy squeal as she found something new and interesting (and invariably too expensive for her to have at home) before she forced herself to have to deal with the rest of the project crap.



***