Disclaimer: I don’t own ‘em. Joss and Company do.

Spoilers: Ah…None, really. This is outside any canon ep, sometime prior to the arrival of Gwendolyn Post.

A/N: This was co-written as a real-time role play. It’s been loosely proofed, but that’s it. No betas or pre-readers this time.

A/N2: Before you ask… No, it isn’t finished. No, there are no plans to finish it at this time. However, there is enough to keep you reading for a while.

Ch. 2 Ch. 3 Ch. 4 Ch. 5

CHAPTER 1

Faith stood in the library, staring absently at one of the shelves of demon texts Giles kept in the back. She slid her fingers over the old, leather binding, wondering for the millionth time what she was actually doing here since Buffy wasn’t really dead. She took a deep breath and selected one, not having any idea of what she was supposed to be looking for or how she could possibly help with the latest big bad.

Eyes rapidly skimming the text of her chemistry book, Willow ambled through the stacks. It was lunchtime, so none of the gang were here. She needed some peace and quiet to study for the big test that afternoon. If she went to the cafeteria, Xander would make inane comments about the food and Buffy would expect her to teach an entire chemistry unit in thirty minutes. There was a great spot in the back where Giles kept all his super-secret demon books. She could study there. Rounding the last shelf, Willow slammed into someone, and her book went flying.

“Hey, watch where you're going!” Faith shouted out of instinct, feeling a small body slam into her back. Damn, I really must have been out of it if I didn't hear them come in, she thought to herself. She turned around and looked at Willow, who was standing there looking as puzzled as she was.

“Oh, umm, Faith, hey, didn’t see you there. Well, OK, obvious much?” Blushing fiery red, Willow couldn’t seem to stop babbling. “I was just going to do some studying, you know, and the library’s all empty-like at lunch.” She sucked in a deep breath. “I’ll just get my book and leave. No worries.”

Faith considered letting Willow leave, but the emptiness in her chest and the fact that she doubted she’d ever actually belong anywhere made her rethink the decision. “No, wait,” she said as she bent over and picked up Willow's heavy text book, holding it out to her. “I just didn't, you know, expect anyone else in here.” She grinned crookedly at Willow. “And yeah, the whole empty thing is why I was here, but, ya know, I'm not really doin' anything and I can clear out if you need to study.”

Green eyes examined Faith. This wasn’t the same Faith who normally glowered at them all during research parties. “Oh, no, you can stay. It’s just, you know, Buffy and Xander, well, they don’t usually let me study. I’ll just get comfy in that chair right there,” a slim hand waved at an overstuffed chair in the corner. “You won’t even know I’m here.” Willow grinned at the other girl.

I seriously doubt that, Faith thought to herself. She’d always had a weakness for redheads and the fact that Willow was so smart and shy and so very, very different from herself was quite appealing. “Xander would try to be funny and B would expect you to give her a crash course, huh?” she asked as she flopped down in a chair near Willow

Looking up from her perusal of the periodic table, Willow giggled. “Yeah. Have you seen Xan with the fries? Every time they serve them – which is every other day – we get a demonstration of ‘floppy fry man.’ And, Buffy, well…” she let the words die off. It seemed disloyal to make fun of her best friend like that. Not everyone was a great student and Buffy had the whole Slaying thing to worry about. “So, I’ve always wanted to know, Faith,” Willow abruptly started a new topic, “why you aren’t enrolled here?”

Faith cocked her eyebrow at Willow; no one had ever bothered to ask that before. It was kind of nice, actually. “Not much reason really. I don't have a guardian, and I'm technically a run away. They'll never catch me in one spot for long enough to become a ward of the state, though. Besides, I haven't been since like tenth grade,” she admitted, feeling her stomach tighten as she waited for Willow to make fun of her.

Closing her book and sitting up, Willow regarded Faith. “I guess I never really thought about that. I wonder if Giles could get the Council do the paperwork so you were emancipated? Then you wouldn’t have to worry about running or anything.” She tilted her head a little, thinking hard. “I might even be able to hack into the Sunnydale PD mainframe and do a little something to the files. You’re a Slayer. That should count for something, right?”

Faith blinked at Willow for a moment, certain she'd misunderstood Willow's willingness to try to help her. She sat up and rested her elbows on her knees, looking up at Willow through her eyelashes. “If I were emancipated, that would fucking rock. I wouldn't have to worry about... Well, I wouldn't have to go back to Boston if the fucking prick decided he 'missed' me,” she said, clenching her teeth as she realized she’d actually talked about herself. She shrugged and looked up at Willow. “It's all good; I haven't been to school in a coupla years anyway.” She smiled as Willow said that slaying should count for something. “It should, too bad it's not a government job or something,” she teased.

This was the first time Willow remembered Faith saying anything about Boston that hadn’t involved sex or Slaying. Not wanting to end the almost-friendly atmosphere, she filed the comments away for later thought and giggled at Faith’s teasing. “Yeah, I bet they’d make you wear a uniform or something. And you’d have to run around calling Giles ‘sir.’

Faith laughed at that, shaking her head. “Dude, unless it was some kind of leather or school girl outfit, I'm afraid I'd have to not so respectfully tell them to stick it,” she said with a smile. She couldn’t remember feeling this relaxed since her Watcher was ripped to pieces, really not since she was a kid. Who would have thought that this slight, unassuming girl would have been the one to bring it out in her. “I can barely stand to call G-man Giles; sir definitely wouldn't work,” she said with a laugh. She tucked her hair behind her ear and looked up at Willow. “You really think you could do all that?”

“Yeah, it would be really simple. All I have to do is get past the system security. Once I’m in I can change or delete records, search case files. As far as Giles and the Council, he’d be happy to pitch in. He’s like a big worry wart you know.” She tried to slow down so she didn’t babble again, and marveled at the whole conversation. Willow Rosenberg, shy computer geek, having a real conversation with Faith, the girl everyone wanted. “He may not ever say it, but Giles wants all of us to be safe and happy. I think it’s against the rules in England, though, for him to act like it. You want me to talk to him?”

Faith listened and forced her eyes not to glaze over since she had no idea what Willow was talking about. “Uh, yeah, sounds, easy,” she said in an uncertain tone. “I know he wants all of you to be safe and happy. I'm just a problem child he's gettin' stuck with till they send some lame ass Watcher to try to train me or some shit.” Faith leaned back in her chair again, giving Willow a lazy smile at the offer. “Well, I don't want to put you out or anything, but if you really don't think he'd mind, that'd be cool.” She looked at Willow for a few moments in silence, noticing how the sun seemed to glint off of her silky red hair. “Why you doin' all this for me Red?” she asked, needing to understand why anyone would want to help her out.

Willow swallowed hard. Did it just get hot in here? And, did she kinda check me out? Flushing and bouncing slightly in the chair, she got out, “You’re our friend, Faith.” That didn’t sound right, because they both knew it wasn’t really true. “I mean,” she tried again, “I want you to be my friend.” She wasn’t even aware of the change in pronoun. “I will talk to Giles. You deserve more than that skanky motel. And you should just consider Giles your Watcher. I mean, he’s really good and he wouldn’t try to be all ‘I’m you’re Watcher, do this’ kinda thing.”

Faith felt a little flutter in her stomach at Willow's unexpected reaction. She was used to making people flush with hardly more than a look, but she would have never in a million years expected it from Willow. The change from 'us' to 'me' did not go unnoticed by Faith and she smiled, running a hand through her hair. “The last friend I had was in third grade,” she admitted softly. “Guess it's about time I give it another shot, right? I'd like to be your,” she paused for effect, wondering if Willow would pick up on the double meaning, “friend, too. But really, unless you've got some cash stashed in mommy's and daddy's piggy bank, that skanky motel is all I can afford. It's not so bad, really. I've stayed in worse places,” she said with a shrug. She wondered if she should address the Watcher thing, but didn’t really know what to say. It's not that she didn’t necessarily want a Watcher - if she were completely honest with herself - but everyone she touched ended up dead.

For some reason, it was impossible not to watch Faith’s hand as it stroked through her hair. Maybe the air conditioning isn’t working, Willow wondered idly, green eyes glued to the tanned hand in the silky hair. It took a minute for Faith’s words to pierce the haze in her mind. When they did, she sat up abruptly. “Since third grade? Really? I mean, Xander and I have been friends since Kindergarten.” She blushed again, mortified at the pointless words pouring out of her mouth. In a more subdued tone, she mumbled, “I have a trust fund. Plenty of green things growing in it. But, there’s lots of room at the house. I mean we have six bedrooms and my parents are almost never home. If you can’t find a better place to stay, you can just move in with me.”

Faith broke into a full smile at Willow's rambling. God, that was so fucking cute, she thought to herself. She blinked and her mouth dropped open. Did Willow actually just offer to let her move in to the Rosenberg house? Her - a good-for-very-little run away? Her - who let her Watcher be killed? Her - who couldn’t even stand up for herself against a mere mortal but could kill without a thought when it came to something that could potentially kill her. “Are, are you serious?” she stammered, halfway expecting Buffy, Xander, and Cordelia to pop out and laugh at how gullible she was.

Willow nodded rapidly. “Of course I’m serious, Faith. I wouldn’t joke about that.” She peered at the wide-eyed look she was getting and pulled on her Resolve Face. “In fact, we’ll go to your place tonight and pack up your things. Consider yourself moved in.”

The world was suddenly a little bit fuzzy as a lump formed in Faith's throat and tears tried to sting her eyes. She cleared her throat loudly and rubbed her hand over her face to mask the tears that had formed, wiping them nonchalantly away. When her eyes were uncovered again, she gave Willow an almost shy, but very thankful, smile. “How can I resist such a determined look?” she said as she leaned forward and placed her hand on Willow's arm. “Thanks,” she said awkwardly, not really knowing what else to say to the gift she'd just been offered.

“You’re very welcome,” Willow said softly in return. She gazed into the brown eyes, thinking Faith had never looked so young before. Her eyes dropped lower, and she lost her train of thought at the pouting lips. Hey! What’s wrong with me? Oz, remember? I want to date Oz. Voice a little husky, she said, “Why don’t I go ahead and check on the computer stuff? You can watch, if you want.” Right. Faith is going to want to watch you type. “Or, you could just sit here and I could let you know when I was done.”

“Okay.” Faith felt as if a weight has been lifted off her chest. “That'd be cool; maybe you can teach me a thing or two. I mean, I know the basics, but not really much,” she said as she stood, stretching her arms above her head and twisting her back side to side. “I'd rather hang with you anyway. There's only so long I can stare at something like that.” She flicked her hand in the direction of the ancient tomes.

Willow stood up, looking past Faith to Giles’ special editions. “Oh, those are really cool. I mean, they have lots of information on demons and spells and stuff. I can sit and read for hours up here.” She brushed by Faith, shivering at the contact. Faith radiated heat, and Willow was surprised she’d never noticed it before. She trotted down the stairs to the checkout desk, ducking under the counter top and hopping onto the stool by the computer. “So, give me a second to get through the security. Unless they’ve changed it, it won’t take long.

She typed rapidly for a minute, humming under her breath and bopping to an inner tune. “There! We’re in,” she grinned at Faith. “Why don’t you come behind the counter? I can’t show you what I’m doing if you’re way over there.”

“What are we doing right now?” Faith asked as she joined Willow behind the counter, placing one hand on the back of Willow's stool and the other beside the keyboard as she leaned over Willow's shoulder.

Trying to breathe, yep, that’s what I’m doing, Willow thought. Faith’s breath on her neck made her want to shiver. Goosebumps popped up all over her body. Clearing her throat, she croaked out, “I’m looking for reports for missing persons and runaways matching your description. See?” She pointed a finger at the screen. “It wants to know when you disappeared and if you have any distinguishing marks.” She turned a little, using her chin to gesture at Faith’s bicep and the tattoo there. “Like that. Did you have that when you left Boston?”

“Oh, that's cool,” Faith replied as she swallowed a little harder than necessary. “Yeah, I got it when I got the news broken to me that I was a Slayer. I was told my whole life I'd never be anything, so I guess it was kind of a way to say 'fuck you' to anyone that felt that way, ya know?” She shrugged, moving her hand from the counter to slide her fingertips over the unique tribal-like design. “So, uh, yeah, I had it, I don't think I'm really memorable other than that though,” she said as she leaned back. Faith was so close to Willow and she couldn’t help noticing the light, clean scent of Willow's hair.

“I’d remember you,” Willow blurted out. Then her eyes widened and she rushed to explain. “OK, that so didn’t come out right. I mean, it’s not like I’m stalking you or even looking at you most of the time, but you know, Slayer and the way you carry yourself. That’s all I meant.” She looked back at the computer, shaking in embarrassment. Smooth, Rosenberg. You finally get her talking about herself and everything and then you say something dumb like that. With trembling hands, she started entering details into the online form, and then started the search.

Faith's eyebrows shot up her forehead and she grinned to herself. “That's really fucking cute when you do that, you know.” She leaned in a bit, accidentally brushing Willow's shoulder with her breast. She wondered what Willow would do if she leaned in and kissed her but then remembered how amazing Willow had been… wanting to help her, even giving her a place to stay. Not even you're dumb enough to risk fucking that up, Slayer, she thought to herself. She looked at the computer screen and then at Willow. “So, what did it say?”

Willow blushed even harder when Faith said the babbling was cute. It wasn’t anywhere near cute. In fact, there were whole continents between Willowbabble and cute. The accidental touch didn’t help her equilibrium, either. Biting back a whimper and the completely inappropriate feelings that touch started, Willow stared at the screen like it was her lifeline. “Not-nothing yet,” she stuttered, “but it might take a few minutes. We get a lot of runaways and missing people on the Hellmouth. If you aren’t in the computer, then we don’t have to do anything else. If you do show up, then I’ll just make some alterations to the file so they can’t find you.”

“Can you make me a strong black woman?” Faith teased “What kind of alterations did you have in mind? How would you 'fix' me, Willow?”

CHAPTER 2

The Slayer’s question broke the mood, and Willow giggled. “I wouldn’t change you at all, Faith. I mean, you’re you. Faith. Whatever.” She blushed. “The changes are just for the computer.” The screen flickered. “Hey, we got something.” She read the information quickly, frowning. Frilly heck, Faith is so going to pissed that I know all this. Trying to keep her voice casual, she said. “You’re there. I can make any changes you want. We should probably make sure the stuff about the tattoo is gone. The rest we can just sort of tinker with.”

"What's it say?" Faith asked as Willow's voice faltered a bit.

If she lied, Faith wouldn’t trust her. If she told the truth, Faith would probably run. Gritting her teeth, Willow did the right thing. “It mentions some stuff about your family. I won’t tell anyone; I promise, Faith.”

"Oh." It was the only thing Faith could think to say. No matter how far and how fast she ran, she'd never escape it. She took a deep breath and backed up a couple of steps, everything inside her telling her to run, to leave before she could be told to go. But something in the redhead's voice made her want to stay. Instead she pulled over another stool, leaning on her elbow to look closer at the screen. "Why the fuck do they have all that in there? I'm pretty sure all the shit that happened to me at home has very little to do with gettin' me back," she said, her voice somewhere between anger and resignation. She looked down for a moment then back up at Willow. "I'm gonna hold you to that promise, Red. If you don't keep it..." she trailed off and shook her head, shrugging. "If anybody else finds out I'm gone."

“No one will find out,” Willow asserted. “Once we change the file, it won’t even be you anymore anyway.” She let Faith regain her composure and began fixing the file. The tattoo was the first thing to go. After deleting it, the redhead carefully altered a few physical details until the girl on the computer looked a lot like Faith, but wasn’t. As a final bit of insurance, Willow changed Faith’s last name in the report. “It’s all done. You should be safe from the police now. I can’t do the emancipation petition without Giles’ help.” She stretched out a hesitant hand. “I don’t really need to take this test. I mean, I have like a hundred and fifteen percent in the class. You wanna skip out and get some lunch and move your things now?”

Faith watched as Willow worked, amazed at what a huge difference the subtle changes made. She gave Willow a crooked grin as she talked about skipping, "Why, Willow, I think I might just be a bad influence on you," she said in a mock proper tone. She rested her hand in the redhead's, feeling electricity shoot up her arm. "That actually sounds fucking perfect, I haven't eaten anything since yesterday," she admitted with a shrug. She slid off her stool and pulled Willow with her, hesitating for a moment before wrapping her arms tightly around the slight girl. "Thank you, seriously," she said softly in Willow's ear.

The hug did it. All the emotional recovery flew out the window when Faith wrapped those muscled arms around her. Willow hoped Slayer senses weren’t good enough to pick up on her pounding heartbeat or the copious wetness flowing from her body. She had to say something, though, Faith was waiting. “Good.” She grinned manically. “I’ve never skipped a class for anything other than an apocalypse. It’ll be nice to actually not be in school and having fun instead of research parties.” Willow stepped reluctantly out of the embrace. Remembering the sad comment about Faith’s last meal, she chirped happily, “Where sounds good for lunch? We can go anywhere you want. I’m buying.”

Oh shit Faith, what are you doing? Faith screamed at herself as she felt her own pulse racing through her veins. Willow's smile was contagious and her own grew wider, showing off her deep dimples. "Hey, you haven't lived till you've skipped for no good reason at all," she teased, trying to ignore the feeling of loss from Willow's body not being pressed against hers anymore. "Anywhere's cool. I mean, McD's or Walmart or whatever, I'm not really picky and I don't want you spending your money on me, you've done so much already." She shoved her hands into her pockets to keep them from reaching out to Willow again.

Faith wanted to eat at Walmart? Did they even serve food that wasn’t in shrink wrap? “Oh, hey, don’t worry about the money thing. My parents gave me a bunch before this latest trip.” She hurried to explain. Faith didn’t know about her family situation. “It’s basically guilt money. Mom and Dad aren’t home very much so they throw cash at me and tell me to get whatever I want.” Willow linked her arm with Faith’s. “So, you know anyplace where they don’t wear funny costumes and stand behind a counter? It’d be cool if we could be waited on and everything.”

"Oh man, I'm sorry Willow," Faith said sincerely. "That sucks," but it's one less thing I'll have to worry about most of the time, she added to herself. There's no way she could sleep in a house with Willow's dad. Turning her attention back to the food situation, she grinned. "Well, there is this one place that I always though looked amazing. It's a Japanese steak house and they make your food right at the table!" It's something that she thought about often when she was starving; she'd daydream about restaurants she'd never go to, imagining a beautiful woman on her arm, or her on a nice looking man's. "Do you think that would be okay?"

Willow brushed off the sympathy about her parents. After all these years of basically raising herself, she’d grown use to their absences. She had a harder time ignoring the happy gleam in Faith’s brown eyes as she talked about the restaurant. Willow had been there several times, and the food was overpriced and not that great. There was no way the redhead would ever tell her companion that. “That’d be great. My dad took us there once. You’ll love it. They toss knives around and everything. Who knows,” she teased, “maybe you can pick up a few skills.”

Faith smiled broadly at Willow, her deep dimples showing, before catching herself and clearing her throat. She shouldn't be that excited about a simple meal out. She covered her lapse of stoicism with sarcasm. "What, you sayin' I need help, Red?" she teased, squeezing the arm that's locked in hers. A thought hit her suddenly. "Is this, um, okay to go there?" she asked, looking down at her jeans and t-shirt. "I don't have to get all dressed up or anything, do I? Because if so, we might just go somewhere else."

Realizing this probably was dressed up for Faith (she wasn’t in leather), Willow shook her head. “Oh, no. I mean, we might need to if it was a weekend or something, but it’s during the week and everything. Jeans are fine.” She blushed, looking at her own green corduroy jumper and T-shirt. “You look way better than me.” Eyes wide, she bit her lip, glancing at Faith. “If you think I’ll embarrass you, we could stop by my place and I could look for something else.”

Faith let out a breath she didn't realize she'd been holding. This whole idea was completely out of her normal league. She stepped away from Willow, placing her hands on the girl's shoulders and holding her at arm’s length as she openly let her eyes comb Willow's body. "Actually, I think you look pretty good," she said with a grin, pushing red hair back over Willow's shoulder. "I couldn't pull that look off, but you wear it well."

Willow knew Faith’s hands were on her shoulders. She could see them there. But something was brushing along her body…Everywhere Faith looked got hot. The blush from earlier grew until her ears burned and the back of her neck was hot. When the Slayer brushed back some of her hair, she couldn’t hold back a whimper. “Faith,” she choked out, “I don’t …this…What’s happening to me?”

"Oh, god, Willow," Faith said with wide eyes. She hadn't expected Willow to react so strongly to her. "I'm sorry, I didn't mean to... No, that's a lie, I exactly meant to, I just didn't think you'd bite." She rambled, pulling her hands quickly off of Willow's shoulders and shoving them in her pockets.

When Faith pulled away, Willow shrank in on herself. Then, she actually heard the brunette’s words. “You meant to make me feel like that? But, Faith…we’re both girls. I’ve never felt like that about anyone. Not Oz. Not Xander. I don’t understand.” She didn’t want Faith to leave, but she could tell the Slayer was about to run. They’d come so far this afternoon. Taking a deep breath, Willow said bravely, “I liked how it felt. And, maybe you could explain it all to me over lunch.”

Eyeing Willow suspiciously, Faith searched for any sign that the redhead was being condescending or giving her pity. When she saw none, she relaxed a bit. "Well, I wouldn't say I exactly meant to make you feel like whatever it did because you looked like someone just told you there was a black widow in your panties, but yeah, I was flirting," she admitted. Lunch, she's still cool with lunch. Faith's stomach growled loudly, overriding any claim she could think of about not being hungry. "Don't know how much there is to explain, exactly, but we can talk about it if you like. Or, ya know, we can just pretend it never happened and I can go back to the motel and stuff."

Yep, she was definitely running, one foot was already out the door. Willow grabbed Faith’s hand in a pathetic attempt to keep her in the library. “No! I don’t want to pretend. I may not understand everything, but I still want to be friends.” She looked down, unable to meet the brown eyes as she continued. “Maybe more than friends, but we can’t do that if you go away. If you d-don’t want me and it was, it was just a game, then we don’t have to ever mention it or anything. Please.”

Faith felt her heart stop for a moment at the downcast look and the tone in Willow's voice. She never wanted to see that again. She turned her hand in Willow's, lacing their fingers together as she lifted her other hand and placed her fingertips under Willow's chin and pushed it gently up. "I'm a flirt, but I don't play games, Willow," she said softly. "There's a difference between innocent flirting and... Well, and other things. This," she said as a way of extremely lame explanation. "I don't want to pretend either," she admitted, looking into Willow's green eyes, her fingers still on her chin and their hands gripped tightly together.

A grin threatened to split her face at Faith’s quiet comment. Staring into the Slayer’s warm brown eyes, Willow knew she’d never seen anything as beautiful or alluring in her life. “Good. That’s good,” she babbled. Then she remembered Faith’s stomach growling. “Lunch! We need to have lunch, cause you’re hungry, and that’s not so good as, well, as other things. Let’s go.” She pulled on their joined hands, dragging Faith toward the library entrance.

Faith's eyebrows scrunched together in amused confusion, barely following Willow's stream of consciousness words. The feel of Willow's hand in hers was amazing; when was the last time someone just held her hand? How 'bout never, she thought to herself. "Food is of the good. I hope you weren't kidding about your green because I'm tellin' you, I could eat a whole cow," she saod as they walked along together, hands still linked.

“Nope. No kidding here. I am flashing a wad,” Willow chirped. She couldn’t seem to stop smiling. Her face was starting to hurt. “One whole cow coming up. Hmmm, maybe not a cow. I don’t think they have those on the menu. But, they do have lots of fish, and chicken, and vegetables and stuff.” Before Willow had a chance to worry about the gang or Giles seeing her walking through the school (during a class period) holding hands with Faith, they were outside in the bright sunlight.

“Gee, so this is what it looks like out here during the day. I knew there had to be a reason all the other kids wanted to skip classes.”

Faith chuckled at Willow's speech; it was so adorable. "Dude, it's a steak house, how can they not have steak?" she asked with a laugh. When the bright sun hit her eyes, she realized that their hands were still together and wondered what was going on in Willow's head or if it's just a normal thing for girls in high school to hold hands. She shook her head and smiled at Willow, using her free hand to point up at the sun. "Yes, and that thing up there is a flaming ball of gas, don't stare into it," she teased.

True to form, Willow immediately looked up at the sun. “Oops You did say not to do that,” she laughed, blinking the spots from her eyes. As they walked, she tried to think of something to say, anything to keep the happy mood from disappearing. “Hey, are you and Buffy still patrolling together? If not, I could maybe join you some time. I could be, you know, like your own personal cheering section.”

Faith laughed at Willow and only barely resisted covering the redhead's eyes with her hand. "Personal cheering section, huh? That could be cool. B's not much for the cheerin'," she said with a grin. "We go together sometimes, but more often than not, I'm solo. She's got other stuff she's doin', but me, this is what I do."

“Cool. I’m not good with the fighting and everything, but I try.” Willow skipped along, pulling Faith with her. “I’ll just sit on a tombstone and critique your style. Like Giles, only without the accent.” She smiled. “Hey, what’s your favorite color? I could dress in that and be all cheerleader-y. Only less with the bitchy attitudes and more with the actual cheering.”

"You're a lot more attractive than Giles too," Faith saod with a wicked grin, easily keeping up with the redhead. Why they were skipping, she had no idea, but it made her smile, it felt silly and she liked it. "Hmmm, favorite color. Well, blue and silver, and black of course, but on you, I definitely think blue. Will there be short skirts involved as well because if so, I can definitely get on board with this plan." Faith wondered, briefly, if she was going too far, but really, Willow started it.

“Hmmm, I don’t know if I have any blue skirts,” Willow said. Then she caught Faith’s grin and giggled. “Oh, you.” She smacked the Slayer with her free hand. “Not nice. I might just have to do something mean to you one night while you sleep.”

They’d reached the restaurant and Willow grabbed the handle on the large wooden door and yanked. “Still ready to eat? Cause I like a woman with an appetite,” she managed to get out before giving in to laughter.

CHAPTER 3

Faith waggled her eyebrows and winked at Willow. "Already planning to crawl into my bed at night, wow, you've got that good girl image pegged," she teased. She reached around Willow and held the door open for her. "After you, and you know I can always eat," she said with a slight purr in her voice. God, what has gotten into you? she asked herself. Here she was, flirting, being playful, and smiling. It's her you dumbass, her mind answered as she followed Willow into the restaurant, eagerly taking in the surroundings.

Willow watched Faith look around the huge restaurant. Trying to see everything like it was new, she, too, gazed at the kidney-shaped tables with the cooking surfaces in the indentation. A smiling man in a suit and tie interrupted her examination. “Will it just be the two of you today?”

The redhead nodded, clutching Faith’s hand tighter. She was nervous all of a sudden. This was the place the Slayer had chosen, and she really hoped it was everything Faith expected it to be. She followed their host to their table, staying close to Faith

The feel of Willow's hand in her own made Faith's arm feel warm, flowing all the way up into her chest. She smiled as she glanced at Willow and then around some more. "This is really cool," she said with a smile, pointing out different rice paper scrolls of kanji and the beautiful red and black vases. "If I ever had a house, I'd want to decorate it kinda like this," she said. "I like the colors and the, I don't know, the flow and simplicity of it," she added with a smile and then looked mortified. Had she really just told Willow something she'd never told anyone before? Had she really just told her that she thought about the future and what she might want for herself, even though she knew she'd never have it? "I, uh, sorry," she mumbled as they reached the table.

“Sorry for what? It is pretty neat. I’ve always thought the writing and stuff was beautiful.” Willow scooted her chair closer to Faith’s. “You won’t find anything like this at my house, though. My parents are kinda like Giles. Into books and old things. At least you won’t have to put up with them much.” She frowned. Neither did she. Shaking off the suddenly solemn mood, she tried to liven things up again. “So, we were talking about my cheerleading outfit. With the no-skirt problem, is there an alternate uniform I can wear? I mean, if I’m out there cheering for you, I should look the part.”

Faith looked surprised. Willow was actually agreeing with her. A grin spread across her face slowly - Willow actually listened to what she was saying and heard what she had to say. "That's cool, I don't really do parents, but hey, beggars can't be choosers, right? Don't be offended if I take off when they're home, it's nothin' personal, okay?" she said, as she reached over and took Willow's hand in hers again, hoping it wasn’t inappropriate; her skin missed the contact. "Now, when you say it that way, it sounds like the perfect outfit, no skirt," she says with a wink.

Willow ducked her head, turning a brilliant crimson. The heat that races through her at Faith’s statement was mind boggling. “Faith!” she gasped, fighting a spate of giggles. Then she happened to look into the Slayer’s eyes and the laughing faded. Oh, boy. If she asked me, I’d probably strip and lay myself out on the table. “I don’t think I could go no-skirt in the graveyard, but, um…” she swallowed in a dry throat before forging on, “I might be able to do it in private.”

"It's suddenly very, very hot in here," Faith said, her voice growing husky as electricity shot through her body at Willow's words. She found herself speechless and imagining how the slight redhead would look and feel beneath her. "God, Willow, you're really sexy, you know that?" she asked with absolute sincerity.

It was hot. Willow could feel droplets of moisture sliding down her back. “No, Faith. Compared to you, I am the complete opposite of sexy.” She gave a quirky grin. “When I walk down the halls at school, people don’t even know I’m there. I’m like the invisible girl. But you, everyone notices you.”

Faith couldn't deny it, it was part of what she'd made herself into. Instead, she reached up and pushed Willow's hair behind her ear. "Well, if everyone notices me, and I notice you, that makes you pretty fuckin' special, don't you think?" she asked with a grin. "Besides, if they're too preoccupied with their own shit to see you, they don't deserve to know you." Faith could feel herself growing more and more protective of the redhead as the day went on. She couldn't figure out if she simply thought Willow needed protecting or if it was because she had been so kind and attentive. Faith knew she was the kind of person that was always the center of attention, but always very alone. And for someone like Willow to take notice, it was better than if every person in the room had.

“Thanks, Faith,” Willow said shyly. For the first time in her life, the redhead did feel special, special and cared for. “I’ve gotten better, you know. Before Buffy and the Scoobies, the whole saving the world thing, I barely talked to anybody but Xander. Well, there was Cordelia.” That memory still hurt. “I used to cry every day after school because she picked on me.” She raised shadowed green eyes to Faith. “You know, I don’t really like myself much most of the time. Without you guys, I’d probably just fade into the woodwork.” OK, Rosenberg, way to go. Let’s just bring out the big box of tissues and ruin what’s turning out to be a fabulous day. “Sorry. Got a bit lost in the past. Have you decided what you want to eat, cause now I’m hungry, too.”

Anger flashed in Faith's chest. Even as bitchy as she had been, she had never been a bully. "I wish I'd have been here to stop it," she said without even thinking. But once it was out of her mouth she realized she meant it with every fiber of her being. She placed her hand on Willow's cheek, her thumb brushing across her cheekbone. "I know that feeling, Willow," she said softly, "But no fading, okay? I see you, I want to see you, I want to get to know you more. It's been a long time since I had a friend," she added, giving Willow a smile. Her face felt so smooth in Faith's hand and she had to tell herself not to lean in to kiss the redhead. "Food, uh, yeah, food, and stuff," Faith stammered, pulling her hand back from Willow's face and turning to her menu. She looked for the biggest steak they offer, grinning like a mad woman when she saw it also came with shrimp. She started to point it out and then looked at the price, her stomach dropping. There was no way she could ask Willow to pay so much for just a meal. She quickly scanned the menu for something cheaper, settling on grilled vegetables and noodles. "Oh, I think I'll have that," she said as casually as possible.

Willow’s face tingles where Faith stroked it with her thumb. She’s not certain, but is pretty sure the Slayer had almost kissed her. Despite a lingering hesitation over feeling like this for another girl, Willow wanted to learn more. And, Faith’s understanding of her feelings…Wow. Who knew she and Faith had so much in common. Right then, she vowed never to let Cordy or anyone make her feel unimportant again. The Slayer even wanted to be her friend. She smiled, feeling a little more confident than she ever had before.

Bouncing a little in her chair from the strength of her emotions, she almost dropped her menu when she saw what Faith had pointed out. Vegetables and noodles? No way. Slayers were like unable to eat anything that didn’t have meat in it. She hesitated to call the other girl on her choice, though. She instinctively knew it was a bad decision. So, when the waiter came to take their order, she stayed silent while Faith pointed out the dish. When it was her turn, she calmly told the very astonished little man that she’d like the steak and shrimp dinner and then handed over the menus.

Turning to Faith, she commented, “All this talking seems to have made me really hungry. I don’t normally eat steak. I’m more of a veggies and noodles girl.”

"You..." Faith looked at Willow, knowing exactly why she had ordered as she did. She swallowed hard as she felt butterflies fill her stomach. That was the nicest thing she could remember being done for her. "You are... Just..." She couldn’t find the words and instead did what she'd been fighting against since the library. She slid her hand around the back of Willow's neck and pressed her lips to the redhead's softly, not pressuring her, halfway expecting her to bolt, but it was the only way she knew to try to convey what she was feeling.

Willow gasped at the light kiss, not having expected it. Her mouth opened on a protest until her body overruled her head. Faith’s lips were so soft and warm, and Willow wanted them to press a little harder than they were. With a tentative hand, she touched Faith’s shoulder, trying to pull her in closer. Desire seemed to blaze through her and she whimpered deep in her throat.

The soft touch and the whimper were all that Faith needed to know she wasn't going to get kicked in the shin. She scooted slightly closer to Willow, parting her lips just the barest of degrees as she presses a little harder, her lips moving softly over Willow's. She felt the muscles in her abdomen contract, pointing out how much Willow was arousing her.

Willow felt Faith move closer, and her lips open. She froze. What am I supposed to do? Mind racing, she tried to remember any of her talks with Buffy. For some reason, she couldn’t recall a single thing the blonde Slayer had ever mentioned about dating Angel or Scott. Confused and embarrassed at her lack of knowledge, she pulled back from Faith’s gentle kiss.

Faith took a deep breath as Willow pulled away, opening her eyes to look at the girl, trying to gauge if she just completely fucked herself. "I, um, I didn't know what to say, so..." she shrugged, tucking her hair behind her ear.

The redhead’s brain kicked back into high gear. She didn’t know what to say…Oh! Um, OK, that was a thank you kiss. Willow was disappointed. Faith’s lips had felt unbelievably good on hers. Stomach a little on the twisty side, she sat back in her chair, watching Faith with wide eyes. “No problem. Really. You’re welcome,” she stuttered back.

"You gonna jet now?" Faith asked, praying the answer was no. She licked her lips, still feeling and tasting Willow on them. Her pulse fluttered at her neck as she tried to push down the want for more. "Because if you are, I get it, but I'm not gonna apologize," she said, deciding to take a risk. Willow had put a lot on the line for her today; it was the least she could do. "I'm not sorry I kissed you, but I'm sorry if you didn't want me to."

“Whoa! No jetting here,” Willow was quick to reassure. Then, before she could censor it, her mouth was off and running. “You’re not sorry? I mean, that’s good, cause I’m not sorry either. I just didn’t know what to do, you know?” She grinned. “It wasn’t my first kiss. There was Oz, and, hey, Xander back in first grade, but wow! Yours was so different.” Out of the corner of her eye, she saw the waiter coming with their food and clamped her lips shut to stem the rest of the words jumbling in her head.

Faith felt like she was floating, her stomach turning happily in her abdomen. Maybe Sunnydale wouldn’t be such an awful place after all. She sat up a little straighter as the waiter walked up, placing their raw food beside the cooking surface. Faith smiled as a gentle looking Asian man with smile lines around his eyes in a chef's uniform walked up.

"Shouldn't you be in school?" he teased them as he started to prepare the grill, almost more of a performance than just a simple preparation. "You, little one, you wanted the steak, yes?" he asked doubtfully.

Giggling at the question, Willow shook her head. “Um, no. The steak is definitely Faith’s.” She pointed at the Slayer next to her. “There was a mix-up.” While their chef started the food preparation, the redhead phased out. All the knife twirling and food moving didn’t do much for her. But Faith…Faith did. Green eyes watched the brunette carefully, lips twitching in a smile at her obvious enjoyment. She bit back a laugh when the Slayer sat forward in her chair, trying to see just how the little man could toss the huge blade in his hand behind his back, catch it, and still slice and dice without missing a beat.

"That is so cool, can you teach me that?" Faith asked automatically, not even thinking. "If I learned how to do that I might actually cook," she said with a grin, looking over at Willow. Her breath caught in her chest as she saw the redhead watching her rather than the chef. She slid her hand over to Willow, taking her hand.

"I don't think so, Faith," he said, remembering her name. "This takes many years of culinary experience." He scooped up one of the now cooked shrimp and popped it up in the air in Faith's direction. She caught it easily between her teeth and ate it. "Nice, I'm definitely gonna have to learn that trick."

When Faith took her hand, Willow stopped breathing. Other than their kiss, it was the first time the Slayer had initiated contact between them. Of course, then the shrimp flew across the table, landing in Faith mouth and all the trapped air exploded from her small frame. The action was just so Faith. No thought to what people thought or to “the rules.” Grabbing for her water glass, Willow drank half of it, trying to get her feelings in some kind of order.

Faith couldn’t help but laugh as Willow practically drained her glass as if she hasn't had a drop of fluid in days. "You okay there Red?" she teased, squeezing her hand.

The chef looked back and forth between them and smiled. "Ahhh, I see," he said as he finished preparing their food with a flourish. "I hope you ladies will enjoy your lunch," he said as he gives them a bow for show, leaving them to eat in privacy.

Willow watched their chef leave and sighed. Now she could stop worrying about having an audience. “I’m fine, Faith,” she said shyly. The flood of words seemed to have receded. Now, she didn’t know what to say. Willow fervently hoped she didn’t resort to simply grunting out vowel sounds the way she used to in her pre-Scooby days. Picking up her fork (no skinny sticks for her), she twirled it around in her noodles. “You seemed to enjoy the cooking show. It’s too bad you couldn’t show him just how talented you are. I’m sure he would have let you try that thing with the knife, then.” She almost sagged. Consonants. She had actually gotten the consonants to come out right.

"I did, thank you so much for bringing me here," she said with a true smile. "And really, the noodles look good to me too if you want the steak," she said as she cuts off a piece of it, offering it to Willow. "Maybe I can try it at your place sometime? I promise not to cut off a finger or anything."

“Keep the steak, Faith. I have plenty of food, believe me.” Willow reached out and patted the Slayer’s thigh. “In fact, I’m sure you’ll be finishing a lot of mine later.” She took a couple of bites before continuing. “I can just see you in our kitchen, flinging the knife around, trying to chop up some imaginary demon.” Willow tilted her head. “We’ll just need to make sure you don’t poke any holes in the ceiling when you throw it up in the air.”

Our kitchen. The words settled over Faith like a blanket, warm and inviting and safe and comforting, not at all suffocating. "Hopefully they'll only be imaginary, you do realize you're running the risk of your, our," she blushed as she said it, "house ending up looking like B's, right?" She laughed at the image of knives sticking out of the ceiling and herself trying to look innocent as Willow cocked her hip at her.

Whatever Faith was seeing in her mind must have been good, because she laughed. Willow flushed all over at the husky sound. “Yeah, I think Mom and Dad might actually notice holes in the ceiling.” She stopped. “Or, maybe not. My mom doesn’t really cook and Dad usually stays in his study. I think I’m the only one who goes in there.” Willow smiled at Faith. “So I guess you can practice without any worries, then.”

The smile on Faith's face grew even wider and she brushed her hand across Willow's cheek. "You're really amazing, you know that?" she asked softly. She couldn’t remember a time in her entire life when she felt this way, safe and normal and accepted. "Will your parents flip if they find out I'm staying there?"

“Oh, no. Not at all.” Willow grinned lopsidedly. “In fact, they won’t really even notice unless you run into one of them. Even when they are in town, they aren’t home much.” She leaned into the warm palm, letting the other girl’s strength seep into her. “I’m not amazing, though. Not really. But it’s really great you said that. Thanks.”

Faith shook her head and brushed her thumb across Willow's cheek softly. "You are, I don't say stuff just to be sayin' it, you know," she said honestly. "So, what you're saying is that we'll pretty much have the run of the place?" she asked with a grin, all sorts of images flooding through her mind that made her cheeks flush slightly.

CHAPTER 4

“All to ourselves.” Willow looked down, her voice dropping in volume. “I used to spend a lot of nights at Buffy’s. I don’t really like being alone in the house. It’ll be great having you around, Faith.” She hoped the Slayer couldn’t feel or hear her heart thudding in her chest. The palm still resting on her cheek and the stroking thumb had her breathing erratic and her heart rate on the rise.

"It'll be great to have a place to call home," Faith answered honestly. She reluctantly pulled her hand back from Willow's face after sliding it down her neck slightly, turning her attention back to her food before she kissed the girl again. "You wanna know somethin'?" she asked.

Still tingling from the casual caress, Willow just managed to choke out a soft, “What?”

"I'm really looking forward to this. I mean, I haven't had a place to call home since... Well, since before my mom died," Faith admitted softly. "I know I'm a bitch a lot of the time and I try to push people away and stuff, but I can't tell you how much I appreciate it."

Willow put her fork down. Food was sticking in her throat now, thanks to the lump Faith’s words had put there. “I told you, Faith, you’re very welcome. Besides, it’s like we’re doing each other a favor. No more roach motel for you, and I can stop jumping at every sound the house makes.” She leaned over and bumped shoulders with the other girl. “And, how did we get so sappy, anyway? This was supposed to be my first day as Willow Rosenberg, Juvenile Delinquent.”

Faith laughed and leaned in to kiss Willow's cheek softly. "I have no idea, I'm definitely not a sappy person. So, after this we gonna go have some beer and egg a house?" she teased as she took another large bite of steak.

“What!” Willow dropped her fork. “I’m not…”She noticed the wicked gleam in Faith’s eyes. “Oh, you! You’re just evil.” The redhead giggled. It was going to take a while to get used to the Slayer’s teasing. Eating quietly for a few minutes, she suddenly realized. “Do we need to do some shopping while we’re out? Food? Clothes?”

Faith laughed heartily as Willow dropped her fork, the metal hitting the ceramic plate making an awful clatter. "Willow, you've gotta lighten up, yo," she said with a shake of her head. She couldn’t keep the smile from her face as they ate in comfortable silence. She glanced over to see how Willow's lips moved across her fork, the way her body moved when she breathed. Snap out of it, Slayer, she scolded herself, shoving a couple of shrimp into her mouth. "Shopping?" Faith asked with a cocked eyebrow. "Remember me? Roach motel?" she asked with a self conscious laugh. "As far as food goes, I guess that depends on what you've got at the house."

Straightening in her chair, Willow nodded. “Yep. Lightening up. You’re in charge of that, ‘k? We need to have a plan, with charts and stuff. I have all the supplies in my room.” She grinned at Faith. “Now remember, no roach coach anymore. You will be a resident at Casa de Rosenberg. So, what do you need? Pants, shirts, shoes, frilly dresses?” At the last, she bit her lip and studiously ate more food, waiting for the explosion.

Faith almost snorted as Willow talked about making charts; she could practically see the white board with color coded markers. "Right, because making graphs and charts is definitely a step toward lightening up," she said with a laugh, bumping Willow playfully with her elbow. She had just taken a drink when Willow started rattling off different clothing items and almost blew tea out of her nose at the suggestion of frilly dresses. "Yoooo, Faith can't hang with the frills," she wiped her napkin over her mouth, still coughing slightly. "If that's what's required to stay at your digs, I might just have to decline."

Growing very solemn, Willow gazed at Faith. “I’m so sorry, then. You have to wear a dress at least once a week in our house.” The redhead was amazed she managed to get that out without giggling, but she enjoyed the teasing so much, she had to try getting in her own digs. Eying Faith, she commented, “You’d look very nice in something pink, especially if we got you some matching shoes and a purse.”

Faith's mouth dropped open at Willow's serious look. "You cannot be serious?! I mean, am I gonna have to go to church or mass or whatever with you or something? And pink? Pink, Willow? Have you seen my complexion??" she asked. "I mean, I guess I could do it one time a week, but you're not gettin' me out of the house.”

Almost shaking with laughter, Willow grinned blindingly and chirped out, “Gotcha!” Then she started giggling hysterically. Unable to breathe through the storm, she pointed at Faith, gasping, “You should have…your face….”

"Oh. My. God. You are evil!" Faith laughed and poked Willow in the side to try to tickle her, not even knowing if the redhead was ticklish. "Damn, Will, you got me," she admitted with a shake of her head. "Maybe you should take drama or some shit," she said as she took another drink of tea.

Finally calming, Willow tried to regain her normal breathing patterns, but the occasional giggle still erupted. “No drama, please.” She shuddered, remembering. “Did Buffy ever tell you about Principal Snyder making us volunteer for the talent show? It was…there isn’t even a word for how bad it was. Sorry about the whole joke thing. It wasn’t very nice, but I couldn’t resist. Huh. Maybe I really am changing already. I don’t think the old me would have ever had the nerve.”

Faith gave Willow a winning smile, flashing her teeth and dimples. "Hey, we're friends right? And you can tease me any time you want, most people are scared to do that," she added. "Well, I like you just the way you are, or at least the way I know you are inside," she said softly, "So don't go changin' unless it's something you want." She cocked her eyebrow at Willow, "Wait a sec, did you say talent show? That's just evil, and not in the you are funny when you tease me way."

“Oh, yeah,” Willow said, feeling happy at Faith’s defense of her personality. “The whole get on stage and look like an idiot thing aside, it was pure Hellmouthy badness, complete with death, possession, and lots of terror. I’d ask you to kill me before I did it again. Me and the stage? Not a good match.” She ate a little more, noticing Faith seemed a lot more relaxed than earlier. “Why would people be afraid of you? Unless they’re a vamp, I mean.”

Faith chuckled. "Sounds like a good time was had by all," she teased. She shrugged at Willow's question. "Well, weren't you afraid of me?" she asked with a half smile.

“A little, at first. But not in the ‘she’s gonna beat me up’ way.” Willow hesitated and then decided to just lay it out there. “I was mostly afraid of the way you and Buffy hit it off. She’s really my only friend other than Xander. I was,” she blushed and looked down at her plate, “I was afraid she’d choose you over me. The Slayer thing and all.”

Faith put down her fork and looked over at Willow. "She'd be a fool to," she said honestly. "Yeah, there's the whole Slayer thing, but sometimes I think we're kind of an anom... What the hell is that word? Anomaly? Anyway, like we're not supposed to exist at the same time. We kinda grate against each other sometimes if you haven't noticed. Besides, you've got me now, right?" she asked, feeling her stomach flutter at the implication of her innocently intentioned words.

“Yeah, you and Buffy do seem a bit, umm, well, at odds a lot.” Willow considered the rest of the Slayer’s words. “It’s weird that this is the first time there’s been two Slayers. Probably those Council guys just lying to Giles.” Of its own volition, her hand reached out and grabbed Faith’s again. “Well, when you get too grate-y with Buffy, you can come and hang with me. Cause if I have to be stuck with you, then you have to be stuck with me.”

Faith felt a tingle spread up her arm and throughout her body and smiling at Willow. "Being stuck with you doesn't sound like such a bad deal, ya know?"

“Flatterer,” Willow mumbled, blushing. She looked at her plate and the food still piled there. “Oooh, it’s so good, but I can’t eat another bite. You want?” she asked, pushing the plate toward the Slayer.

The pinkness spreading across Willow's cheeks made Faith smile. She looked at her own empty plate and grinned. "You know I do; you've been around B long enough to know that we put away food like a teenage boy on steroids," she said with a laugh, skewering a couple of vegetables before spinning her fork in the noodles and pulling a big bite up to her mouth. "Wow, this is really good, too," she said around the noodles, "I haven't eaten this well in... Well, forever."

“Then it’s my personal quest to see if you can make a Slayer fat,” Willow said. “Let’s see, I’m sure there’s a spell to hold you down…” She drummed her fingers on the table, watching Faith out of the corner of her eye. “Then I’ll just clean out the fridge. See how much you can actually eat before exploding.”

Faith laughed at Willow's seemingly well thought out plan. "If you were gonna hold me down, I can think of a thing or two that might be more fun that stuffing me full of cookies," she said with a wicked gleam in her eye.

“Really? Would you prefer cupcakes or Frosted Flakes?” Willow asked innocently.

"Hmmm, cupcakes are good; I like things with a creamy center." Faith tried to keep herself from giggling at Willow's innocence. It was utterly adorable and immensely attractive to Faith since innocence was something that has\d always eluded her.

Watching Faith carefully, Willow tried to figure out what was so funny. The Slayer looked like she wanted to break out in laughter and her dimples seemed carved into her face. “Should I ask why cream filling makes you want to laugh?” she inquired. “I mean, Xander seems fond of it. He lives on Twinkies.” She narrowed her eyes at Faith. “Or, maybe you shouldn’t tell me right now. I’m not sure Willow Version 2.0 is ready for that. I may need another upgrade first.”

Faith couldn't hold back her laugh at that and nodded. "We can work on those upgrades at home," she said with a smile. "You know I'm not laughing at you, right?" she asked, suddenly afraid to offend her new friend.

Willow smiled back. “Hey, don’t worry, I’m used to it. And, as long as you take the time to explain the humor most of the time, I’m good.” Then, more quietly, “I like seeing you laugh. Before today, you never really did. It always seemed like you were pretending. So, if I have to play the village idiot for that, no problem.”

"Oh, this is something that I'm pretty sure you'll learn naturally," Faith grinned and then blushed at Willow's words. "You bring it out in me," she said with a shrug. "You seem to make me feel like it's okay to just be who I am without any other pressures of being a Slayer or a teenager or a runaway or whatever. I guess you kinda make me feel..." She thought for a moment while she searched for the right word. "You make me feel free.”

“Well, it is OK to be yourself,” Willow said staunchly. She leaned back in her chair and sighed. “Gosh, it’s nice not to be all cooped up in class. Hurry and finish my lunch, will ya? I want to see more of that big sun thing out there and get you all moved in. And,” she paused for effect, “there is shopping in our future.”

"Why, Miss Rosenberg, I do believe I'm rubbing off on you," Faith teased, quickly devouring the rest of the noodles and vegetables. "Damn, that was so good," she said as she leaned back and patted her belly for dramatic effect. "Shopping, huh? You tryin' to make me a little more well dressed? Or do you just think a girl should have more than like three pair of pants, one pair of shoes and seven shirts?"

“Faith, I am so not the person to give clothes advice. For that, you need Buffy or Cordy. Me, I just hope I have on socks that are the same color.” Willow grabbed the check, did some mental math, and dropped a few bills on the table. “Then let’s go. Time to enjoy the sunshine and our first taste of freedom.”

"Try not to look up at it this time, okay?" Faith reached her hand out for Willow's as they walked. "Do you have a car? Because if we're going to be shopping and moving and all that, our feet are gonna get wicked tired."

Willow twined her fingers with Faith’s. “I do have a car. Well, my parents let me use theirs.” She glanced at the Slayer. “You want to head back to my place and pick it up? I didn’t think you would get tired out, being a Slayer and all. I guess I’m just used to walking.”

Faith's heart skipped a beat as Willow grasped her hand. "No, no, I'm good," she said, her mouth suddenly dry. "I was just thinking about you. Besides, this way we can just take our time and be out in the sun, right?" She looked over at Willow. The girl looked amazing, almost like she was glowing, her creamy skin seeming to radiate in the sun.

“Yeah, I feel like going slow. Usually, my life seems to be stuck in fast forward.” Willow leaned her head on Faith’s shoulder. “If it’s not demon research then it’s keeping the world from ending. I mean, I’m Research Girl if that’s what you need, but I don’t really want to live in the library.”

"Slow is good," Faith said, knowing Willow didn't even think about how it could be taken, but the tingling in her body definitely had other ideas. She extracted her hand from Willow's, snaking her arm around the redhead's waist instead, enjoying how close their bodies were. "Yeah, there's a lot more to life than all that, or so I've heard," she added with a grin. "Maybe we can take it slow together, see what else there is in the world that's not all demon-y or end-of-the-world-ish."

The arm around her waist felt so natural. Snuggling deeper into Faith’s side, Willow realized she felt almost giddy with happiness. Or, it might just be a lack of oxygen. She wasn’t sure she’d taken a full breath since Faith had pulled her closer. “I’ve heard life is supposed to be pretty good, too. I didn’t believe them before today,” she mumbled, needing to share how much she appreciated the Slayer’s presence.

"I always thought it was something that just happened in the movies, but I know what you mean," Faith said softly. "I've got a full belly, a place to live, a beautiful girl beside me who made it so I don't have to run anymore, what more could I possibly need?" she asked simply. It was true, no matter how simple it sounded. She was in very little danger at this point of being discovered by anyone as a runaway, her father, well, he was too lazy to chase her even if he did care so she'd likely never have to see him again. She had eaten a meal that wasn't shrink wrapped or already half eaten by a stranger. And Willow, Faith could hardly believe the redhead had pulled even closer, it felt perfect. She wondered briefly if this wasn’t really just some elaborate and very vivid dream.

“I’m glad I could help you enjoy today. You know, if you’d talked to me…us before, we would have helped out.” Willow hesitated, not wanting Faith to pull away. “Sometimes, you have to let people in, and, hey, I’m not real good with that either. But, the thing with the police and all, that was simple stuff.” She looked directly at the Slayer. “Promise if you ever need anything else, you’ll let me know?”

"Simple for you, Willow, you're a genius with computers. Not anything I ever thought I could get away from, honestly, so I thought why bother mentioning it?" Faith looked at her companion and decided it might be worth the risk. "I'll let you know. I'm not makin' any promises about anyone else though, deal?"

“Good enough for now,” Willow agreed. “But, if you agree to be my friend, there’s a handbook.” She grinned a little. “It tells you when you need to bring chocolate or nail polish.” Growing a little more serious, she said, “You don’t have to tell me all your secrets, Faith. I get that you don’t want to. But, if something bothers you or you just want to let me know you’re having a good day, I’m here for you.”

The thing was, Faith sometimes did want to tell all her secrets, to get them off her chest and not feel like she was hiding or lying. But instead of saying it, she gave Willow a small smile and nodded. "I'll try to remember that. So, the police thing, is that a chocolate and nail polish situation?" she teased as she looks around. "Where are we heading anyway, I've just been kinda following your lead."

“Oh!” Willow blushed. “The mall. I thought we could pick you up a few clothes, and I need some stuff. Then over to your place and back home. Sorry. Buffy and I go here all the time. I just figured you knew. Guess I’ll have to start explaining things more.” She bounced along for a couple of minutes and then finally got the nerve to respond to the first part of Faith’s comment. “I only do the nail polish if Buffy insists. Now the chocolate…that’s good for everything.”

“Double chocolate, gotcha." Faith chuckled at Willow's blush. "It's all good, maybe we'll be like that sometime, too," she said wistfully. It would be nice to have someone that she didn't have to really talk to, like in the movies or on television, how friends just seem to know what was going on with the other. Not that she didn't like talking to Willow, she truly did, but it was just something that sounded awesome. "Hey, you'd look sassy in some black or dark blue polish," she said as she squeezed Willow's waist in a half hug, glad that the girl hadn't yet pulled away.

“Hmmm, not black. Too Dark Willow-y for that. I’m gonna be a good witch.” She grinned. “Blue’s got possibilities.” Glancing at Faith through her lashes, she said, “If I let you paint my nails, then you let me braid your hair. Sharing’s the name of the game.”

Faith bit her lip. "Lemme let you in on a little secret. I love for people to play with my hair, so you are totally on. As far as sharing, I'm very good at sharing," she said with a slight purr to her voice.

The tone of Faith’s voice had Willow trembling. Oh, gosh. More with the hot flashes. She has to know what she’s doing, doesn’t she? “Um, Faith, can I ask you something? I mean, totally OK, if you don’t wanna.”

Faith shrugged and looked at Willow. "You can definitely ask, I can't promise I'll answer, but I won't get angry at the question or anything, if that's what you mean."

“Great. Um, today has been really great, but every once in a while, you hold my hand or you say something and, well…” Willow was sure she might just die from blushing. In a rushed whisper, she finished, “I get all hot and quivery and I want you to kiss me or touch me more. Why do I feel like that?”

Faith stopped dead in her tracks. She could practically hear the screeching sounds from her boots on the pavement. She swallowed hard and turned to face Willow. She was certain for about half a second, until she saw Willow's face, that Willow was just messing with her. Seeing the nervous but sincere look in Willow's eyes, however, told her that she wasn’t asking rhetorically. She licked her lips and cleared her throat, unsure of how exactly to answer that. "Do you want the fun or the scientific explanation?"

“There’s more than one explanation?” Willow squeaked. “Um, can we start with fun and if that’s not enough move on to the science?”

“I was hoping you’d say that, I’m not big with the science,” Faith said with a kind smile. “The best explanation I can offer you is that your body is reacting to mine.” She laid her hand over Willow’s heart. “I can feel the way your heart skips a beat, the way your breath shortens or comes in gasps.” She wrapped her arms around Willow and pulled her tightly against her. “The way your body fits against mine,” she said softly, her breath ghosting across Willow’s lips. “It’s called desire, want, need and you’re feeling it for me. I’m sure as hell feeling it for you,” she said with a grin.

“You really want me?” Willow stared hard at Faith, trying to see the lie. It had to be a lie, or a sick joke. “I mean, I get the wanting you. You’re gorgeous. But me?” The redhead laughed quietly. She bit her lip, enjoying the feeling of being pressed into the Slayer. Closing her eyes, she tried to soak up the sensation, sure Faith would step back and let her in on the joke. She needed to remember this feeling because it would never happen again.

Faith could see Willow was going to need some convincing. It broke her heart that Willow could think that she was in any way unattractive. When Willow’s eyes closed, she leaned in slightly and pressed her lips to Willow’s a little more insistently than the first time. Her hands slid over Willow’s back and pressed them more fully together.

This time, Willow didn’t let confusion stop her. Running on instinct, she opened her mouth to Faith and leaned completely into the muscled body holding her. Tentative hands slid up the Slayer’s back to tangle in the wavy hair. She was burning up, shaking with want. “Faith,” she moaned. “Please, please…I…”she didn’t really know what she pleaded for.

“Please what? Please never do that again, please don’t stop?” Faith asked softly as she ran her fingers through Willow’s hair. “I really hope you don’t mean never do that again because, god, you are so hot, I want to keep kissing you forever.”

“No, no stopping.” She raised green eyes darkened with passion. “Stopping is bad. Kissing…kissing is good. I don’t understand what’s happening, Faith, but I want you to keep kissing me. I’ve never felt that way. I felt beautiful and special. You made me feel that way, Faith.” Willow drove the point home, knowing Faith would think it was just her body talking. It was so much more than that.

CHAPTER 5

Faith felt like her stomach just turned inside out, but in an oddly pleasant way. “I made you feel that way,” she stated, repeating the words, trying the way they sounded on her tongue. “You are beautiful and special. God, Willow, you really don’t know that, do you? You’re the whole package: gorgeous, smart, cute, witty, shy, but still outgoing. Anyone would kill to be with someone like you,” she said as she leaned in and kissed Willow again, sucking Willow’s bottom lip in between hers.

Willow gave herself over to Faith’s expert care. Moaning as the other girl sucked her lip between her own, she dropped her hands from Faith’s hair, resting them instead on Faith’s slim hips. The redhead opened her mouth more, bringing in much needed air.

A shrill wolf whistle shattered the mood. Jerking against the Slayer, Willow buried her flushed face in her neck.

A moan echoed Willow’s as her small hands rested on Faith’s hips, and they rolled forward just the slightest bit, seeking further contact. Willow quickly broke the kiss, and Faith laughed softly. She looked over and saw a group of skater girls across the street waving and giving them several thumbs up - and more than a few shouts of, ‘Get it, girl!’. The fact that it was a group of girls approximately their same age made Faith laugh even harder. “Maybe we should skip the shopping and head home?” she suggested, not wanting to push Willow. But she doesn’t want to embarrass Willow any more than she already had.

Although the comments embarrassed her, Willow refused to act like she’d done anything wrong. The way Faith made her feel couldn’t be anything but good. Still wrapped around the Slayer, the redhead pulled back just enough. “Maybe we can shop tomorrow,” she said, her voice thick and husky. “But we have to pick up your things. You are not staying there again.” Not wanting to sound too needy, she went on, “The motel and then home?”

The obvious arousal in Willow’s voice made Faith tremble. God, I did that to her, she thought to herself in awe. “I can deal with that compromise. How far is your house from the motel? We could always rethink that car thing,” she said with a grin. She more than appreciated everything Willow has done for her, but all she could think about was pressing her lips to Willow’s again, her hands going… Oh shit, you better stop that right now, she scolded herself.

“It’s maybe twenty minutes, I guess,” Willow said. She felt Faith shaking against her and fought off a satisfied smile. She’d actually made the Slayer do that. “Do you think we’d save time if we picked up the car?” I’m all for saving time. We could use it for more kissing.

Giving her companion a crooked grin, Faith nodded. “Yeah, I think we’d definitely save some time and I can think of something I’d rather be doing right now than rummaging through my stuff at the motel.” Like kissing you slowly, lowering you back onto your bed… “Wow, I’m gonna need a cold shower,” she murmured aloud.

Willow giggled at the muttered comment. “Cold showers sound really bad, Faith.” Feeling incredibly awkward and gauche, she pressed a kiss to the tanned throat, and whispered, “I’m sure there are other ways to help you feel better.”

Faith’s eyes rolled back slightly and she moaned with pleasure as Willow’s lips tentatively find her neck. Her words sent a bolt of need straight to her clit and she bit her lip and nodded. “I’m sure there are, too. God, Willow…” Her breath came heavier, the exhales short. “Let’s go before I do something that will embarrass both of us,” she said, her voice almost like gravel from the level of desire.

“O-OK,” Willow stuttered out, responding to the rough sounds of Faith’s voice. Reluctantly stepping away from the brunette, she grasped her hand and tried walking on shaky legs. “We’ll go home, and get the car.” Eventually, she thought to herself. She didn’t have much to say during the walk. Most of her attention was on the warm, muscled frame pressed against her side and the desire still moving sluggishly through her body. When they finally reached the front door, her hands shook as she struggled with the key. “I’ll j-just grab the car keys and then we’ll go get your stuff.”

It took all of Faith’s tightly wound self control to not push the door open and shove Willow back against it, kissing her till she couldn’t see. “Want me to wait out here?” she asked, taking the keys from Willow’s hands with a smile, pushing it into the lock and turning. “Or should we just get my stuff later? It’s not like it’s going anywhere,” she said as she pushed the door open, letting Willow make the decision.

Willow realized she wasn’t the only one suffering. She hesitated then pulled Faith inside with her. “I really want you, Faith. But…but I don’t want this to be about the kissing and stuff.” She let go of Faith’s hand and reached up to lay a single finger on the Slayer’s lips. “If we leave your stuff at the motel then it’s like we’ve forgotten why we left school; why we went to lunch. I’m your friend, Faith. Whatever else happens, I’m your friend, and, as your friend, I say we go get your clothes.”

Faith swallowed hard, her chest tightening at Willow’s words. She’d never had anyone tell her “no” about sex before, and instead of offending her, it made her feel even more wanted. She nodded and gave Willow a smile, her eyes tearing up for the second time today. She didn’t bother trying to hide it this time as she blinked them back. “That sounds… really good,” she said as she pulled Willow into a tight hug, just feeling their hearts beating together.

Willow snuggled into the hug, smiling. Faith’s arms felt so good. “OK,” she mumbled into the Slayer’s shoulder. “Let’s grab the car keys and head to the motel. We’ll grab your stuff, pick up some munchies and movies, if you want.” She leaned back, gazing into Faith’s eyes. “Sound normal enough for you, friend? Cause I am here to introduce you to the Best Friend Movie and Food Night. It’s the absolute best way to bond and share girlie secrets.”

Faith couldn’t help but laugh at Willow’s title for the night and her heart soared at the words ‘best friend’. “Wow, I didn’t know there was an official title and everything,” she teased, releasing her tight hold on Willow. “As far as normal goes, I’m not sure I qualify to answer that question,” she said with a quirk of her lips. “But hey, when have you ever known a slayer to turn down munchies? Plus, I couldn’t tell you the last movie I saw, so that could be cool.” She smiled winningly at Willow and bumped her with her hip. “C’mon, let’s go.”

Taking Faith’s hand, Willow pulled her toward the front door, snagging the car key off the table by the door. “Oh, yeah. I mean, there are titles for everything. Buffy’s favorite is Toenail and Hair night. But me, I more of a Chocolate and Girl Talk girl.” She grinned at Faith. “We’ll have to try them all and see what your favorite is.” She unlocked the passenger-side car door for Faith before doing the same on the other side and climbing in. As the engine started, she looked over at Faith. “What kind of movies are you in the mood for?”

Faith glanced over at Willow, watching her drive. “I honestly have no idea. I haven’t seen a movie since about 1983,” she said with a grin. “I’m up for whatever. Does the official Girls Night thing not require something that needs tissues or has mushy romance?”

Stopping for a red light, Willow glanced over at Faith. “See, everyone always makes that assumption. No, there is no tearjerker requirement. As long as you have Movie and Munchies, you’re good.” The light changed and the redhead accelerated. “I like foreign films. You know, the ones with subtitles?”

Faith blushed at her assumption. “I’m sorry, I’ve never done this before,” she said as she fidgeted with the hem of her shirt. “Subtitles? Like reading? I’m not sure I could hang with that, sounds too much like homework.” She didn’t want to mention that her eyes will likely be on Willow more often than the screen.

“Oh, hey, no problem with the movies. I mean, Buffy doesn’t like them, either.” Willow grimaced. “Really, I’m the only one who does. The last time me and Xander and Buffy watched, they spent the whole night making fun of it.” They pulled into the motel parking lot, and Willow shut off the engine. “But the question was, what kind of movie do you want?”

“Hey, I’m open to it, maybe you can expand my horizons or something,” Faith said as she looked at the door into the sleazy motel. “Maybe something that’s…” she thought for a moment. “I dunno, something funny and maybe a little mysterious? I think we’ve got enough drama in our lives to do without that.”

Willow hopped out of the car and waited for Faith. “Hey, that sounds nice…the no drama thing, I mean.” She glanced around nervously. How did Faith stay here? Even in the daylight, it seemed dark and creepy. “Any other special requests? Chocolate? Popcorn? Tons of chips?” She bounced on her toes. “Hey, can we maybe sprint or something? This place makes my skin crawl. I’ll be so glad you aren’t here anymore.”

“Yes, yes, yes, and fruity candy, too. I’m one of those weird people that likes Chewy Sweettarts or Chewy Runts almost more than chocolate,” she said with a grin. “You don’t have to go in with me, ya know, just stay here in the car; it’ll only take me a sec, okay?” Faith reached over and squeezed Willow’s forearm.

“No, see you’re forgetting about the Handbook. There’s a whole special chapter on never letting your best friend go into creepy motel rooms by themselves. I’ve got pages of notes. I’ll let you borrow them sometime.” Willow hurried alongside Faith as they crossed the parking lot. “Do you have problems with cavities? I mean, all that sugar you like to eat.” The redhead was more than ready to run back to the car. Only the thought of Faith being alone kept her there. As usual when she was nervous, the babble kicked in and she blushed at the inane questions coming from her mouth.

Grinning, Faith shook her head. “Nah, I’ve always brushed really good and maybe it’s the whole Slayer thing.” She opened the door to the skuzzy room that could possibly be called the lobby. She held it for Willow so she wouldn’t have to touch anything, leading her down to her own room. Because of her own housekeeping skills, her room was slightly less disgusting than the rest of the place but she still didn’t let Willow touch the door when they reached it and quickly moved around the room picking up her discarded clothing. Out of habit, she brought the towels and all the toiletries out of the bathroom, laying them out on the bed to pack along with her few belongings.

Willow wandered around the room, examining the battered furniture and stained walls. “I can’t believe the Council put you up here. It’s horrible, Faith.” Crossing her arms over her chest, she grumbled, “I’m gonna so tell Giles what I think of it in the morning.” She watched the Slayer pack up her few clothes, noticing the towels and stuff going into Faith’s small duffel bag. “Hey, you can just leave those right here, missy. Those towels are good only for cleaning rags, and I’m not sure they’re up for that. We’ve got plenty of nice big, clean, fluffy towels at home.” Grinning faintly, she teased, “I even have a few with flowers stitched on them I’ll let you borrow.”

“But I…” Faith started to protest and then blushed. How stupid had she looked to the redhead? She abashedly unpacked the hotel property, tossing them back on the bed and then zipping up her duffle. It wasn’t even full. She cocked her eyebrow at Willow’s previous statement. “You thought the Council put me up here?” she asked with a wry, barking laugh. “Yeah, right. Little lost Slayer, couldn’t even keep her Watcher alive, got the real one right here,” she said, trying to hide her bitterness. “I just came here because my Watcher had talked about B before she… Ya know, before she was murdered.”

“Faith?” Willow asked quietly. “If the Council isn’t paying for you to stay here, how can you afford it?” She walked over to the other girl, taking her hand. “Come on, I promise not to tell anyone, but…”

Faith shrugged, not meeting Willow’s eyes, her hand limp in the redhead’s. “It doesn’t cost much, Will, nothin’ more than I’ve paid before anyway,” she said and then pulled away, clearing her throat and tossing her bag over her shoulder. “C’mon, let’s get out of here. I believe you promised me candy.” She forced a smile.

Staring at Faith in shock, the redhead started to get angry. How had this happened? Why hadn’t Giles or the Council stepped in? Then, embarrassed, she realized she hadn’t thought to ask Faith these questions before. Willow gripped Faith’s hand tightly, refusing to let her move from the room. “I’m sorry, Faith. Sorry none of us could get past our own narrow-minded views to see what was going on. How can you even stand to be here with me? I can’t believe we just let this happen.”

Faith squeezed her hand softly, inhaling deeply through her nose and tossing her hair back over her shoulder. “No worries, Red, five by five. It wasn’t your doin’ and like I said, not like it was really anything of value anyway,” she said with an apathetic half smile. “Besides, there’s no way you coulda known, I don’t blame any of you guys. Really,” she added at Willow’s skeptical look. “I’m not a total bitch,” she teased, trying to lighten the mood.

“No,” Willow agreed, “you aren’t a bitch. But you are a liar and a fraud.” She swallowed hard, bringing tear-filled green eyes up. “You aren’t five by five. How could you be?” Willow stepped into Faith’s personal space and wrapped thin arms around the tense Slayer. “I’m sorry, Faith. I promise, you won’t ever be alone or have to take care of yourself again. I’ll be here.” Her voice firmed. “And I’ll make sure Giles and the gang are here, too. We’re a family. And that’s what families do. They take care of each other.”

Her body rigid, Faith had no idea how to react nor how to deal with the warring emotions inside her as Willow’s arms wrapped tightly around her, making her feel all warm and loved and safe inside. The slayer felt something break inside her and she dropeds her bag, falling to her knees as she held tightly to Willow. Burying her face in a green corduroy covered stomach, her tears slowly stained it darker as she cried for the first time in her life.

Dropping to her knees with Faith, Willow held her, head resting on the brunette curls. “I promise, Faith. No more crappy motels, no running from anyone.” Rocking Faith, Willow let her own tears streak her face. She let the emotional storm run its course before leaning back, keeping her arms loosely around Faith. “Pick up your things, Faith. Let’s go home.”

Faith wiped her eyes and nose on the back of her arm, looking at Willow through red, swollen eyes. She nodded once and climbed off of her knees, gently pulling Willow up with her. “Home,” she said softly, her voice still coarse from crying but liking the way the word felt in her mouth. “Home sounds good.” More confident now, she picked up her bag, holding Willow’s hand tightly, and walked out of the hotel room, never looking back.

Leaning into the Slayer, Willow secretly decided that a teary-eyed Faith was far too cute for her own good. Willow tamped down on the sudden desire to pull the Slayer back into her arms and hurried through the dark hallway and outside. The sunny day was fading, clouds moving across the sky and thunder rumbling in the background. She fished the car keys out of her pocket and unlocked Faith’s door before hopping behind the wheel. “You still up for Movie Night?” she asked hesitantly. “Cause I’m thinking we both may need the funny and the salty/buttery goodness of some mindless entertainment.”

Almost feeling as if a burden has been lifted off of her soul, Faith slumped into the passenger’s seat and propped her booted foot up on the dashboard. She slid her hand over and placed it on Willow’s knee, in a kind, loving gesture, not meant to arouse, and gave the redhead a true smile. “Hell to the yeah we do. And don’t forget the sweet because you know me and my sweet tooth, or at least you’re startin’ to,” she said as she watched Willow drive. Faith smiled at how the setting sun reflected off Willow’s hair and skin. “You really are beautiful, do you know that, Willow?” she asked softly, her voice slightly vulnerable. “I’m not tryin’ to come on to you, I just wanted you to know.”

Willow blushed at the compliment. “Nope, I’m not gonna forget. I think you get to hit the candy aisle while I hunt down movies.” She looked at Faith and grinned. “I’ll surprise you, how about that? Then, once you’ve cleaned all the good stuff out, we’ll get popcorn and some soda and hit the pizza place for some nice cheesy food, grab some Ben and Jerry’s and some mochas for later.” Willow giggled. “And after all that, I’ll pick through the closet for some cheerleading stuff and we’ll go dust some vamps.”

Faith laughed, full and sweet, at Willow’s rendition of the plans. “That sounds like the most perfect evening ever,” she said, flashing her dimples at her redheaded driver. “I can’t wait.”

To be continued…

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