Authors Note: This is preeeeetty much a dedication to/inspired by MattyBelkin's Faith-centric fic. Cellmates, which is excellent, and you should read. Go on, they have tabs for internet explorer now, open up a new one and go read it. And comment, because he deserves a lot of comments, and I can only leave one per chapter, so I leave it up to you!
I do not own Buffy The Vampire Slayer, Angel The Series or any of their affiliates. They're solely the property of Joss Whedon, and Faith's cellmate Ashley, who I mention here, belongs to MattyBelkin. I am totally empty-handed.
Okay, so I sat down and forced myself to try to write the next chapter of another story I'm working on, and this came out. This is in early season 6 at no apparent time. The title 'Looking Up' references both things getting better, and looking up from the bottom. Yeah, that's pretty much all I have to say. If you're looking for Faith and Buffy romance, this is the wrong fic.
I hope you like it. Read and enjoy! Reviews are excellent.

Buffy focused on the clicking of her heels as they pounded on the cold stone floor. She rejected a wave of oncoming shame at the idiocy she had displayed in rushing to L.A. in the hopes that her fathers' long re-purchased house would hold him waiting for her, simply because she needed it to be so.

There were two attractions that had drawn her to L.A.: Hank Summers and Angel. Neither was a choice at that moment, so she found herself whiling away the small hours in a questionable hotel with nothing to occupy the three days she had told her friends' and sister she would be absent.

Buffy had thought long and hard about what she could do in L.A. to relieve her boredom, and once that had failed seriously considered returning home on the first night. She had reasoned that there was no need to stay to coddle her injured pride, and no need to talk to anyone about her early return, but both arguments caved in the face of so many unanswerable questions from Dawn. She felt a pang of guilt at the relief she held about being away from incessant questions like 'are you okay?' and 'how are you?'. The slayer was well aware that the questions were not for her benefit, but for a reassurance for the people who had brought her back that all was well; all was as it should be.

All wasn't.

Buffy had forced herself out of the dark cave she was renting and into the light as relief from the dark thoughts concurrent with the darkness around her. Although the light did very little to ease her troubled state of mind, where her feet unwittingly took her provided something to do that day.

Buffy had learned a lot about being the Slayer. She had learned of her roots, her history, her power – she had certainly learned of her gift – but there was one thing she hadn't learned: to share.

As Buffy snuck through the streets with her head down in an attempt to completely blend in with the crowd (which worked quite effectively, for all its redundancy), she thought of her sister Slayer. She hadn't seen Faith since their confrontation in L.A. She thought of how she had grown as a person, and how Faith hadn't had a chance to; stuck in a small, dank cell.

This was not, by any means, to say that the simple thought of the girl didn't inspire a bubbling ferocity in Buffy that clawed inside her chest and made her fists clench in a need to express her anger with all that had occurred between the two, but Buffys' recent feelings of desolation granted her more insight into Faith's past actions and – to a small extent – her mind-set.

Arguing with her apparently determined feet, Buffy paced back and forth outside of the Womens Penitentiary, compromising their determination to move by never standing still. Something inside her urged her to talk to the person who was once her friend, but a somewhat more crass something reminded her that Faith would probably smash the glass and cut her with it if she tried.

Feeling that – certainly not for the first time – she had nothing left to lose (and keeping in mind the fact that Faith was unlikely to tell anyone of her visit, due to her life sentence), Buffy threw caution to the wind and stomped into the prison.

So there she was; making her way down the stone-cold halls and into the visitors room. Not quite being able to overthrow the fear of rejection (that had nothing to do with the rejection itself, and everything to do with the possible brawl that could result from it), Buffy provided the warden with the alias she had used once before in L.A.: Anne.

The warden had nodded and disappeared for several minutes before another menacing figure had instructed her to move into the waiting room. Buffy found that everything in the prison was cold and intimidating, and the way the words she spoke echoed off the walls and resonated back irked her for no reason she could place. More than once she had to convince herself not to sprint out of there as fast as she could, but each time she reassured herself that she had come this far and not turned back. Each time this chain of thoughts proceeded, several more appeared asking the rational part of her brain just why she was there in the first place. Sure, it took great courage to face your fears, but it may have been stupid to throw yourself into the middle of them for no good reason.

All of this aside, Buffy stood and entered the room when the warden called Anne in for Faith Lehane. She dug her fingers into her palms and the bottom of her stomach seemed to fall away as though she was about to plunge one hundred feet on a roller coaster.

The look on Faiths' face when Buffy walked into the room was, to say the least, shocked. Something akin to a smirk worked its way into her features and Buffy felt a responsive rush of annoyance. She had to remind herself that this time Faith wasn't bragging about stealing her boyfriend or describing something evil, she was just grinning for the hell of it. She was the one who had initiated this, not Faith.

Buffy could tell that Faith was resisting the urge to spout out a million different things, or maybe she was just mirroring what she felt. After censoring her mind and purging it of threats, she was left with only several things to say to the other Slayer.

Faith kept her gaze steady, waiting for Buffy to talk. She could tell as soon as she pulled the steel chair out and put herself into it that Faith was not going to make whatever she was here for easy.

As she stared back into the eyes of the girl that was, Dawn aside, the closest thing she had to a sister, she swallowed a hundred bottled up things she had never gotten to say.

Bitch.

Liar.

I hope you rot in here.

I hope you're suffering.

Suffering like I am.

The last thought that formed in her mind surprised Buffy, and everything became a little bit clearer. She was here to see the girl that had trapped herself, the girl that was now too like herself for her comfort. Not in the way of murder; Buffy still held a clean slate on that front, but she felt like maybe if she connected with someone who had suffered so much, done so much inhumane evil and sought forgiveness in the totally human way of jail, she would be able to feel more human, too.

Buffy lifted the black receiver to her ear and indicated for the other girl to do the same. "Hi Faith."

Two words. That's all it took; two words. She wasn't sure she had any other words left for the girl, but that would have been okay. She had gotten half her point across in the greeting itself. Buffy had tried to greet Faith in a way that told her why she was here, in a way that screamed 'hey! I'm as empty as you are!' but the cordiality of the thing might have been all that had succeeded.

The confusing truth of the matter was that Buffy knew she didn't like Faith. She held a lifetimes' worth of contempt for her and it was still difficult not to plough her fist through the glass and into her face, but she knew that somehow this was right and that somehow it could help her. Maybe help them both.

"B," the other girl greeted, the same cocky tone infecting her voice as it always had without fail. "It's been a while. A lifetime, even."

Buffy raised an eyebrow at the acknowledgement of her death. "You heard?"

"News travels fast. You really did a number on your lover boy."

"What?" Buffy asked sharply, unsure of what she meant. "I didn't do anything to Angel."

"He was bruise free, sure. Shoulda seen him though, after it happened. You, B," she whispered conspiritorially, propping her feet up onto the table and pulling the phone cord straight. "Made him find religion. Went to some monks or somethin', just after he came to deliver me the news.

"Which," she continued in a pleasant tone, "He didn't need to do anyway. Got full surround sound view of the whole show myself," she tapped her temple.

Buffy gaped at the Slayer opposite her. "You saw?"

"Whole thing. I guess usually I woulda had to sit through the previews, if my number hadn't been dialled yet, but since we got a twosome I got the advance screening. That was some intense stuff."

Buffy stared at the girl in shock. Both the way she spoke of Buffys' death as though it were a small gambling loss and the fact that she had seen it as it had happened astounded her to the point where formulating words was out of the question for at least sixty seconds.

"Did you feel it?" Buffy asked. It sounded more personal than she had intended, but it was a reasonable enough question that she felt no need to retract it.

Faith nodded. "Surprised you weren't wettin' your panties. God knows I woulda been if I were you."

Buffy resisted the urge to remind Faith that she had thrown herself off of a building while nursing an abdominal wound – that Buffy remembered with shame, she had inflicted – but Faiths' mind was apparently parallel to hers on that front.

She grinned. "I never said I didn't." Despite the fact that the events that had occurred in Angel's last few days of Sunnydale still internally triggered her own show of water works, the combined way Faith said the words and grinned proudly had Buffy suppressing the urge to laugh. Before she had thought of anything else to say or a reasonable explanation as to why she was there, Faith continued. "So I guess you're a part of Angels' crew now, huh?"

"What? No, I was here visiting someone," Buffy replied with confusion portrayed blatantly across her face.

Faith held her grin, superiority reigning over it. "I meant the whole livin' walkin' dead thing. What'd you have to kiss to get your six feet up again?"

"Oh. I um, didn't."

Faith leaned forward and placed her head in her hands, one still holding the phone to her ear. "Ain't a lot of gossip in prison. Go ahead, make my day."

Buffy ignored the fact that the quote she offered was completely out of context, choosing to proceed. "Willow brought me back. She did a spell."

"So the Wicked Witch of the West brought Dorothy back from Kansas?" Faith looked at her sympathetically and told her wordlessly that she knew something that Buffy didn't. The sincerity in her eyes touched and confused Buffy, but she didn't have to wait long, or even ask, before Faith revealed why that was there. "I didn't just get the signal when you were signing off, the directors' cut of Buffy's Big Comeback was quite the Holiday special."

"I don't know what you're talking about," Buffy lied, wondering why she had thought that coming here was a good idea. All she was doing was being forced to rip open the wounds she had been carefully stitching back together in Sunnydale. Why was she such a glutton for punishment?

"I think you do. I've got your station and I picked up some serious vibes when you made friends with the dirt instead of the fluffy clouds right up on the ninth. When you broke the surface you wanted out, and I ain't talkin' about cleptomania."

"Chlostrophobia," Buffy corrected her.

"Whatever, I try to avoid the psych books here anyway. The point is, I know why you're here. You got a dose of it."

"Of what?"

"Nu-uh," Faith waggled her finger. "You gotta say it."

"I can't say it when I don't know what it is, Faith."

"I'm talkin' you; one second you're Buffy in the sky with diamonds, the next you're Buffy in her grave with demons. Come on B, I've sat through enough crap here to know how to grill you good enough: how's it make you feel?"

"Why do you care?"

Faith shrugged. "Maybe I don't, but you're still gonna have to say it. You came to me, so grow a pair and save the small talk. You gotta admit you're at the bottom, down where I was. That's why you're here."

Buffys' eyes bulged in acknowledgement of the past tense. "You're… Not at the bottom?"

Once again, Faith shrugged. "I got a few friends here. My cellmate's one of the best I've ever had," Faith's voice warped into one of hoarse sincerity, taking Buffy completely by surprise. "She's a good person. Helped me through a lot of crap. I owe her a lot. More 'n I could ever pay back," she snorted, her sombre tone easing.

"What's her name?" Buffy asked, surprised that she cared.

Faith looked uncomfortable, as though she thought she was being disloyal. "Ashley."

"That's… Good." Faith laughed, her visitor surveying the way she smiled, and how it truly reached her eyes, maybe for the first time. Everything was opposite.

"Yeah, it is. I feel like I'm in high school again, with a worse permanent record. I mean, if I hadn't skipped grades one through twelve. There're cliques and everything. Although they're more my style." Faith cracked her knuckles in explanation.

"How did you get through it?" Buffy asked her bluntly. She knew now this was what she had come for.

Faith shrugged, as though dispelling all the bad things that had ever happened to her. The movement was not what it had been before; an act to shirk off any verbal confrontations or responsibility. It, in fact, seemed cleansing for her. Buffy watched her inhale and exhale rhythmically. "Did you learn yoga or something?" she inquired when Faith didn't respond to her previous question.

Faith chuckled. "Yeah, not much else here to do. Keeps me from goin' insane in my cell. That's one thing that helped me get through it, sort of… accepting what I had done. Knowing I'd always suffer, and tryin' to make up for it. Not that it's that easy, it took me months to be able to be alone and quiet without seein' it all and pretty much losing it." She grimaced. "But in here," she waved her hand to indicate the walls of the prison, "there's nowhere to run, so you gotta slow down and breathe."

"When did you become so insightful?" Buffy grumbled, thinking of Dawn, which caused her stomach to lurch with guilt. Would she tell Dawn about this? Ever since Faith took Dawn and her mother hostage and switched bodies with Buffy, Dawn (with good reason) hated her.

"I dunno. Maybe the fanclub rubbed off on me. Speaking of which, that's another thing that helped me get through the day here."

"A fan club?" Buffy rejoined sceptically.

"Not even close. But I got friends, connections. You were always the one who had that, but now I got it too. How're things with the mini-detectives?" Buffy said nothing. "Not so good? I felt that. Knowing they dragged you out of hea–"

"Get to the point," Buffy replied testily.

Faith sighed. "Was. I got connections now, people who… Love me," Faith said, the hesitance overridden by the certainty that accompanied the words. "Well, one person. But it's enough. You gotta hold onto them. I've never been the poster girl for forgiveness – mostly because it's never my fault," she added with a teasing smirk, "But they probably think they were doin' right. Do they know?"

"Yeah."

"Then they probably feel as horrible – nearly as horrible, as you do."

Buffy considered this. They did ask her if she was okay every day, and some part of it – a large part, she was convinced – was for themselves, but that was probably because they felt like that was the only way they could fix it. They couldn't kill her again. With this, she knew that she was one step closer to forgiving her friends, and with that thought she knew she had partially forgiven Faith, too. "Thanks. I thought you were going to smash the glass and try to eviscerate me when I walked in. I hadn't prepared for the uplifting blast of insight."

"What d'you mean 'try to'?" she challenged, tapping the glass with a long fingernail. "… Yeah, I considered it," her sister Slayer replied offhandedly, but Buffy knew she was being honest. "But after seein' you like that… Well, I guess some weird sisterly chick thing I didn't know I had." Buffy smiled. Her muscles seemed to appreciate the exercise, which had been sparse. Faith looked at her seriously. "It's gonna get better, if you let it. You don't have to go out into the darkness." Faith smiled, remembering the words the vampire that meant so much to both of them had given her a lifetime ago. Buffy nodded and Faith knew that she understood. She had made a difference. "I know you're never gonna forgive me," she said in perfect honesty, "but I'm makin' it right."

"I know," Buffy replied. Her face was stony, and Faith saw the effects of all the pain she had felt in the dreams, but her eyes weren't cold or empty like her own had been. The flame was dampened, but embers were still burning.

Faith pulled her features into what was the most sincere smile she had ever given Buffy. "You're worried. Don't be. You're not going to end up like me. At the bottom, there's no light, no love. There's just anger and pain and a black hole that makes you blind to everything else around you. That's something you'll never have. You can step into the dark, but the rest of 'em will always be right behind you with a torch. You and me, we're strong, but not strong enough to break that."

She was right. Faith was right. Buffy stood, her whole being lighter. "Thank you, Faith."

"No prob."

Buffy levelled her gaze, trying to show her gratitude. Faith signalled to the guard that they were finished early, and the door buzzed as he entered to take her back to her cell.

"Are you going to be okay?" Buffy asked, with so much emotion that it made Faith want to hug the blonde smiling at her.

Buffy gauged Faith's reaction to see whether she was lying or not. She knew everything couldn't ever be okay for the other Slayer, and she knew that to some extent she didn't deserve that, but things could get better. Had gotten better.

"Yeah, I am."

There was no trace of deception that was so very familiar to everything about Faith, and Buffy was bombarded with a plethora of emotions. "I'm not coming back," she said. This was something they had both needed; understanding, but things still weren't much better between them. Buffy doubted that they would ever be. Still, gratitude poured off of her in waves.

"That's okay. You got your ties…" Faith glanced towards the hallway that would lead her to her cell and best friend in it. "I got mine."

It wasn't forgiveness and it didn't make everything normal again, but it was enough to get Buffy through the day. It was enough to make her smile.

And that was something.