Author's Note: Hiya. This is an AU sort of crossover with X-Men Evolution, but if you're looking for definite details from that series, you definitely won't find them here. I took A LOT of liberties. I mean it. Anyway, femslash, yada yada. Don't own anything. Takes place first season Buffy. Sorta follows the timeline, but you'll notice the changes… *grins* Add in mutants and Faith and Tara, and now the story unfolds…

***

Faith slamming the locker door near her face startled her from her thoughts. "Red," her best friend teased, "What'cha thinking about? That hottie in Math class?"

Willow blushed, playfully hitting the brunette on the shoulder. Shouldering her books into the crook of her arm, she shut her own locker loudly. "Nah. Buffy's hot, but not my type. You can have her."

Faith grinned, winking. "Who says I haven't already? That is one mean piece of ass…" She whistled under her breath.

Willow rolled her eyes. "I dunno, Faithy. She's hot, true, but…"

"She's just not your type."

"Right." The redhead nodded.

Faith shook her head, blowing air out of her mouth in exasperation. "Red," she started, walking towards where they had Study Hall in the Library, "You gotta stop this. How do you know what –is- your type if you've never had a type? Sometimes you just gotta follow the call of the wild." She rolled her hips suggestively, a rakish grin crossing her attractive face.

"Like you and Cordelia?"

Faith shuddered. "-Don't- remind me! I was drunk at the time. Drunk and lonely. So was she. End of story."

Willow grinned over at her, opening the double doors for the both of them. "Right. That's what you always say."

Faith was about to reply, but Mr. Giles, the librarian, noticing who had walked in, approached. "Ms. Lehane, Ms. Rosenberg." He addressed both of them, nodding at each. Willow and Faith nodded back. "Uhm, if I may, see you two after class…?"

Faith shrugged her shoulders, knowing what it was about. "Sure, Mr. G," she said for the account of anyone else who might have been listening, "Willow and I didn't really –mean- to have so many overdue books, but gee, they're so –interesting-."

Willow smothered a laugh at her friend's innocent expression, and nodded along.

"Yes, well," Giles coughed slightly, "What about all the other people who want to read them?" He stood there awkwardly for a second before hurrying back behind his desk.

Faith snorted, grabbing Willow's arm and dragging her over to where they usually sat before anyone else could take the last seats. "Really, Red," she asked, dropping her books unceremoniously onto the table with a crashing sound; Giles' head snapped up nervously before he saw who had made the noise, and then went back to sorting his overdue book flyers, "-Who- really comes in here if they aren't you-know-what?"

"What? Weird?" Willow asked.

Faith made a face at her.

Willow lowered her voice, nodding, "I know. But be nice to him. He's paranoid. He didn't have it easy in England." She carefully drew out her school notebook from her backpack, along with her collection of colored pens. Arranging them in the colors of the rainbow on the table space before her, she nodded, suddenly all business, "Now! What homework didn't you finish last night?"

"Who do you take me for?" Faith brushed some bangs behind her ear, turning to her best friend with a shocked expression on her face.

"Right." Smiling, Willow reached across and removed Faith's day planner from her pile of discarded books. Above them, the bell signaling the start of another school day at Sunnydale High sent last minute students squirreling between the double doors, hastily taking the nearest open seats.

Faith rested her elbow on the table in front of her, propping the side of her face into her palm, gazing with relaxed eyes at the girl next to her. "You know," she started, her low voice getting uncharacteristically soft, reaching out to gently brush some stray bangs away from Willow's down turned gaze as she whispered to herself, looking over Faith's notes, "if you just put yourself out there, you could find someone."

Willow's gaze skittered up to her, and she smiled softly. She pressed into the other girl's touch briefly before shifting away, shaking her head. "Everyone thinks we're together, anyway."

Faith growled, "That's not an excuse!" She was about to go on, but Willow's piercing gaze suddenly bore into her eyes, her green eyes big and hypnotizing. "Faith, don't. It's my decision."

Willow reached out and gently placed a hand onto the brunette's upper arm, her wristwatch glinting in the fluorescent lights of the library. Faith distinctly felt her friend's soft furry skin and three fingers.

She sighed. "I know. I just care."

"Yeah, I know you do."

"Heh." Faith's lips suddenly curled into an overblown leer. "But you gotta admit, it is sorta kinky, ey?"

Staring at her with big eyes, a loud laugh burst out of the redhead's mouth, a blush heightening on her cheeks. "Faith!" she admonished, "It isn't kinky to me!"

Faith smirked. "Five by five, luv. Five by five."

***

When the bell rang and Willow packed up her finished homework, watching as Faith did the same with the homework she had helped her with, she propped herself onto the back of her chair, balancing easily. She brushed hair away from her face, glad that she had cut it shorter at Faith's suggestion. She really did think that it looked better that way. Heck, she grinned, everything Faith did to her made her look better. Even though Willow hadn't fully embraced the skanky wardrobe that her best friend favored, she had to admit that some of the brunette's clothing really did flatter her.

As Faith finished shoveling her stuff into her bookbag, she grinned up at Willow and mouthed, 'Fun time,' looking at Mr. Giles who was walking stiffly toward them. Willow shut her eyes and giggled, reaching out two of her fingers to give her a pinch, mouthing back, 'Be nice.' Faith just looked at her incredulously. She leaned back, stretching her lean frame over the table, straightening and quipping, "Hey, G-man."

Seeing as everyone else had left the room, Giles softened, smiling at the two girls for the first time. "Please, Faith, do not call me that."

Faith rolled her eyes but grinned. "Whatever you say." She paused, winking at the Englishman, "…G-man."

Giles closed his eyes and shook his head, sighing. However, an amused smile flickered on his lips.

Willow, knowing that she had to butt in before Faith and Giles began bickering like little children, sat up straight and propped her chin onto her palm. "Hey, Giles!" she started, "You wanted to talk to us?"

Giles smiled fondly at her, reaching up to take off his glasses to clean them. He looked away and began talking. "Ehrm, yes. You see, a friend of mine is coming from England this afternoon, arriving tomorrow. It's, ah, quite unexpected, but not entirely unwanted."

Faith looked over at Willow with eyebrows raised. "Wow…" she started. "Good going, G-man. Someone's getting lucky! Our little Giles is growing up." She sniffed theatrically.

"Ehrm, no. I'm afraid that it's nothing like that." The librarian glared at her. He returned to his explanation. "However, it has much to do with the two of you."

"Us?" Willow couldn't help the word slipping from her mouth, and she exchanged puzzled glances with Faith.

"Yes." Giles nodded. He slipped on his glasses again, putting his cleaning cloth back into his breast pocket. He leaned in, lowering his voice even though no one else was in the room, "You, and your …extracurricular activities."

Faith and Willow grinned at each other. Hopping off the chair she had been seated on, Willow looked up at Giles with an innocent expression on her face. "You mean this?" she asked, suddenly disappearing in a small cloud of blue smoke and a bamfing noise, reappearing behind the startled Englishman. She grinned widely at him.

Faith nodded, bringing up her hands, curling them into fists. With a schnik noise, three adamantium blades sprouted from behind her knuckles on each hand.

Giles nodded. "Yes, that. Now, would you kindly put those back in," he looked pointedly at Faith, who was admiring her blades, "before someone comes in? I have a meeting scheduled with Ms. Calender this period, and I would rather prefer if she didn't know about you two."

Faith sighed. Sliding her claws back into her hands, she leaned back against the table. "Chill, G. Calender's cool. I really don't think she's a mutant hater."

"How could she be?" Willow asked, walking back and taking a seat next to the brunette again, who immediately slung an arm over her shoulder and pulled her against her side. "We're from a different dimension. They don't even have mutants in this reality."

Giles looked uncomfortable for a second, before nodding. "Quite right," he acceded, "However, it would still be strange for her if she came in and found you hanging from the ceiling or having claws sprout from you hands, wouldn't it?" He looked at the young women in front of him, who were both staring off into space. "Ah, yes," he finally decided, "Tea, anyone?"

Willow brightened, bouncing up. "Yes, please!"

Faith rolled her shoulders, snorting. "Don't you have anything stronger? With more caffeine? Willow pulled me out of bed really early this morning to train."

The redhead stuck her tongue out at her. "Faith, this is a school. They can't supply coffee to the students here."

"Why not?"

"Because."

"Oh, like that's really an answer?" Faith removed her arm from around Willow's shoulders and reached out her hand. About an inch from the redhead's ear, she clamped her hand onto thin air and pulled.

"Ouch! Faith!" Willow cried, slapping her hand to the side of her head, trying to wrestle her best friend's hand away, but failing against the much stronger girl. "No fair," she pouted, when Faith finally dropped her hold, laughing, "I don't have your strength…"

"No, duh, Red. I'm the one with the adamantium skeleton, after all."

"Pooh." Nursing her smarting ear, Willow turned back to where the Englishman patiently waited. "No, I don't think she wants tea. I'll have Earl Gray, though, thank you."

Giles nodded. Disappearing into the inner sanctum of his personal office, his voice floated out. "Oh, yes. Willow. I meant to ask, how's your adapter doing? Any chinks?"

Willow frowned, looking down at the watch on her wrist. It flashed up at her, a small red light blinking on and off. "Not really," she supplied. "The only thing I really have to deal with is when I touch someone or my tail slips out."

"Speaking of," Faith teased, yanking on the blue devil tail that danced next to her, having slipped out from the redhead's skirt as it was mentioned.

"Hey!" Willow yelped, spinning around and hitting Faith, who raised her arms to block the offended slap.

"You gotta be better with that, Red," Faith pestered, grinning, watching as her companion tucked her tail safely back in.

"Well, yes, here you are." Giles reappeared, handing Willow a steaming cup of Earl Gray, always keeping hot water in his office. Willow glared over her cup at the still laughing mutant next to her, but the soothing smell and taste calmed her down.

"So, G," Faith volunteered, waiting until the two 'civilized' people next to her had taken a drink, "What's up with the Brit that's comin'? What does it have to do with us?"

"Ah, Faith. I'm glad you asked." Setting his tea cup down with a clink, Giles took his own seat in a chair across from the two women looking at him curiously. "As you know, I am part of The Watchers' Council, and even though I have tried to mention you as little as I can, they have gotten wind of you. I believe it has something to do with you two battling the 'undead and forces of evil', as you call it." The older man looked at the two of them, his eyebrows raised. They both grinned foolishly at him.

Clearing his throat, Giles continued, using a long finger to push the rim of his glasses back onto his nose, "Because they confronted me about the two shadowy figures that have been slaughtering the local vampires and demons, I had to admit that I was training two people to help the Slayer when she arrived. They were, how do they say…?" Giles tilted his head and smiled a half-smile, "A bit perturbed."

Willow looked at Faith for a second, who just folded her arms and shrugged. "So…?" the redhead turned to Giles, her brow furrowing in the process. "So, they sent someone here to test us out."

"Exactly." Giles nodded. "However, they don't know where you came from. I know you two want a bit of privacy, and I decided that you could tell them whatever you wanted."

"Thanks." Faith's eyes had lost all expression. Sighing, Willow gave the man a comforting grin, turning to her companion. Gently reaching out and smoothing the hair away from the scowling girl's face, she leaned over. "Hey, no sad eyes, Faithy. Want to do the usual story?"

Her eyes finally focusing onto the caring face in front of her, Faith nodded. Wiping away any sign that she had been distressed, the girl reached out and playfully tugged on Willow's ear. Her mouth curling into a smile, Willow let her, just pretending to be mad. She snuggled back into her friend's side, knowing that without her, she wouldn't have had anywhere to go. Faith smiled, cradling the smaller girl to her. Yeah, she was protective. So what?

Giles cleared his throat. "Another thing," he added, getting up to write the two hall passes to their next class, "The Council has sent word that the Slayer has arrived in Sunnydale."

"Really? When?" Willow perked up.

Signing his name, the librarian looked over his glasses, smiling secretively. "A week ago."

"What?" Faith protested, "That's impossible! There's been no sign of her whenever we patrol, and no word has been sent of a new vigilante in town."

Willow nodded. "Yeah. I haven't even heard from Willie that she was here."

"Hmm." Giles' forehead crinkled. "Perhaps she's keeping a low profile. Probably settling into the town. She came from L.A., you know. That city's bound to be a lot …different than here.

"Now." He walked back over to the two friends. "Time to get to your next class. I can't have the Principal yell at me for keeping you two too long."

Willow and Faith both accepted the yellow slips of paper. Jumping off of the table they had been seated on, making the legs rattle, Willow smiled up at the man who had accepted her and her best friend into his life with just a little bit of apprehension. Taking one more sip of her rapidly cooling tea, she had just enough time to say a short goodbye before Faith dragged her out of the room.

***

Handing her note to Mrs. Stein, Faith following her example, Willow hurriedly took her seat at the middle of the class. Setting her math book and notebook down, her calculator following, she leaned over to ask the blonde next to her where they were in the book.

Hazel eyes sparkling, Buffy Summers answered.

Smiling at her, Willow flipped to the section, turning around to mouth to Faith the information. However, Faith wasn't looking at her. In the seat behind Buffy, Faith's eyes were glued onto the blonde's ass. Throwing a spare eraser at her, Willow smirked, finally getting across the page number.

Turning back to the front, she started to copy down the information on the board. She blinked when Buffy thrust a note at her. Taking it, she smiled at her, and began to read.

'Hey. You and Faith doing the nasty pretzel with the librarian? That's just eww… *grin*'

Willow's mouth dropped open. Her and Giles? Her, -Faith-, and Giles? She hastily scribbled an answer down, passing it when Mrs. Stein wasn't looking.

'Uhm, yuck. No offense, but stuffy Englishmen aren't really my thing. You can have him. *super grin*'

'What?? Oh, that's not right! He's too old!'

She was planning on replying, but Mrs. Stein spoke up. "Alright, class, listen up. We're going to have a partner project coming up soon, for finals." Everyone around the class groaned, but Mrs. Stein ignored them. "Now, we have an odd number of students when everyone is here, but I've come up with a solution. Assigned partners. We're going to get a new student tomorrow, and one of you will be the lucky person who gets to fill them in on what we've done so far this semester."

Willow sighed, knowing already that she and Faith wouldn't be partnered up. They lived together, anyway, but that was too easy. Fate wouldn't be too kind, would it?

"Hey," Buffy leaned in, startling her, just missing hitting the real point of Willow's ear, "Do you think the new student's gonna be a hot guy? I've been here a week, and I've only seen a –few- good looking guys."

The redhead smiled weakly, "Hmm. I know that there were supposed to be a couple of popular guys earlier this year, but they must have all gotten attacked by PCP gang members. Drawn, you know, to their good looks?"

Buffy frowned, something in her eyes clouding, "There's a lot of gang members around here?"

Willow shook her head. "'Fraid so. Why do you think there isn't a big night life other than the Bronze? It isn't safe."

Buffy was about to reply, but Mrs. Stein began to call names out, and the two settled in, not wanting to miss theirs.