A/N: Yay! My first Buffy/Faith fanfic!

"Uh-uh. No way."

"Aw, come on B! It'll be fun!"

Buffy shook her head. "No. Slaying vampires I can do. But that?" She pointed to the massive Ferris wheel standing in front of her. "That is a whole world of no."

Faith smirked, hands on her hips. "What's a matter B? You scared?"

"N-no."

Faith shook her head. "Damn B; you can slay vampires and die twice, but ya can't go on a simple Ferris wheel?" She pointed over her shoulder. "It's harmless."

Buffy squared her shoulders in defiance. "I can go on Ferris wheels. They're just…dirty. And…full of snot from little kids. You know…germs and all that stuff." She paused, her eyes widening. "We could get infected!"

Faith rolled her eyes. "Oh my god."

Buffy turned around. "In fact…we should go. It'd be…safer that way." She turned to go, only to find herself yanked backwards.

"Not so fast B." Faith leaned in, getting close to Buffy's face. "You're gonna go on that Ferris wheel."

"No."

"Oh yeah." Faith wrapped her arms around Buffy's waist, picking her up off the ground. "Now come on." She smirked. "It'll be fun."

"Faith, don't. I'm asking you, please. Don't make me go on that."

"To late B." Faith hoisted Buffy over her shoulder, headed toward the Ferris wheel. "Ya know, for someone who's constantly fighting, you sure do weigh a lot."

"Faith, stop. Stop! STOP!" Buffy's voice rose to an ear splitting screech.

"Alright, alright. God." Faith put Buffy down, sticking a finger in her ear. "Damn; that was really—" she stopped, eyeing Buffy. "Hey. B? You alright?"

"N-no." Buffy hiccupped, tears running down her cheeks.

"You're really scared aren't you?" Buffy nodded wordlessly. "Geez B; I'm—I'm sorry. I really didn—"

"I asked you to stop and you didn't!"

"Now, hey come on, it's not like you said…" Faith trailed off, sticking a finger under Buffy's chin, lifting her head up. "Hey, come on B. It's alright." She gently placed a hand on the side of Buffy's face, wiping away a tear. She sighed. "Damn. I'm so sorry Buffy." She wrapped her arm around Buffy's shoulder, leading her to a nearby table. "Come on, let's sit down a sec."

"So that's what happened. I was eleven and the biggest bully in the sixth grade decided it would be fun to push me while we were stuck on the Ferris wheel. He pushed me close to the edge, trying to make me fall out. Of course, we weren't actually moving yet, but if we had been—"

"You would've fallen out."

"Yeah. Anyway, the teacher saw the whole thing, called my Dad and he came and picked me up. After that…well, I haven't been able to go on a Ferris wheel since. I know \it's wacky, but every time I see one, I just…I go back to that day." Buffy hung her head, sighing dejectedly.

"Damn that's rough." Faith popped a french fry into her mouth, chewing thoughtfully. "So…you haven't been able to go on a Ferris wheel since?"

"Nope. I don't know; maybe it's for the best. Maybe I was never meant to be off the ground."

"Well, we're going to change that." Faith popped the last fry into her mouth, wiping her hands on her pants. She stood up, holding her hands out to Buffy. "Come on B; let's go tackle that demon."

Buffy's eyes widened. "Did you not just hear what I just told you? Sixth grade? Bully? Ferris wheel trauma? Never again? Anything ringing a bell here? Or a loud gong?"

Faith chuckled. "I heard ya B. I understand what happened. But…god. You're a slayer! You're not afraid of anything! You've fought demons; you've died twice; you've staked your vampire boyfriend—" Buffy raised an eyebrow. "Look B; all I'm sayin is…you can't let fear run your life. Hell… you let that happen and you'd be a real shitty slayer." Buffy smirked. Faith leaned across the table. "Come on B; tackle that demon. Slay it so you never have to worry about it again."

"But what if I can't do it?"

Faith reached over, entwining her hands with Buffy's. "You don't have to do it alone. I'll be right here with you, cheering you on. And when that demon scares the shit out of you, I'll slay it for you."

Buffy looked at Faith, staring into the slayer's brown eyes. "You really believe in me, don't you?"

Faith smiled. "I really do."

"Alright." Buffy got up from the table, slamming her hands on the table. "Faith, let's go slay that Ferris wheel."

"That's my girl!"

"I can't believe I let you talk me into this." Buffy peered over the side of the Ferris wheel, her heart hammering as the world seemed to shrink below her. She sat up, staring straight ahead. "Okay, that's enough looking for now; let me know when the ride's over." She closed her eyes, putting a hand over them.

"Come on B, relax. It's not so bad." Faith reached over, gently taking Buffy's hand away from her eyes. "You gonna open your eyes?"

Buffy opened one eye, looking at Faith before hastily closing it. "No. I'm good."

"You just opened one eye B. How bad was it?"

"Not bad actually; I got to see you."

Faith settled back in the Ferris wheel, lazily draping her hand over the back of the seat. She smiled. "So…how was the view?"

"What?"

"You said you got to see me; how was it?"

Buffy opened her eyes, turning to face the slayer. "Faith…"

"What? Hey, if ya don't want a distraction, I'll just sit here and take in the view."

"You're not that distracting. Actually your—what was that?!" Buffy started as the Ferris wheel lurched. "Faith…what's happening?"

Faith leaned over the side. "The Ferris wheel stopped." She shrugged. "It'll move in a minute." She started as Buffy clutched her hand, squeezing it in fear. "Buffy?"

"I'm scared."

"Hey B, it's—" She looked down as Buffy buried her face in her shoulder, shaking with fright. Faith stroked the blonde slayer's hair. "It's alright Buffy; I got you. I won't let anything happen to you."

Buffy looked up, tears staining her face. "Promise?"

Faith leaned over, kissing Buffy's forehead. "I promise."

"Hey B. Buffy. Hey, B, the Ferris wheel's moving again." Faith gently nudged Buffy, trying to wake her up. It had been over an hour since the Ferris wheel had stopped moving and Buffy was curled up next to Faith, her head on her shoulder, fast asleep.

Faith went to nudge Buffy again, only to stop, her hand raised in the air. She smiled down at the blonde slayer. "Damn you're cute when you're asleep."

"Mmm…Faith?"

"Yeah B?"

Buffy yawned, twisting a little. She looked up at Faith, blinking in the sunlight. "Faith? Where…where are we?"

Faith chuckled. "We're on the Ferris wheel remember?"

"Still?"

"Yeah. We've been up here for an hour. You fell asleep; man B, you were shaking like a fucking leaf."

"I was?"

"Yeah."

"Oh."

"But then you stopped shaking and then you just…I dunno. You kinda…relaxed, ya know?"

"Oh. I guess that was because…" Buffy stopped, a faint blush appearing on her cheeks. "Nevermind."

"What?"

"Well…it's just that…I was so…scared. Scared of falling out of this…this…thing…and then…well…you came along and you told me I should fight this, so I said okay, but…then I fell asleep and well…I failed. I let it conquer me."

"No, you didn't."

"Yes I did! Faith, look at me! I was scared! And cowardly. I wanted to run away. But…you wouldn't let me. You wouldn't let me run away; you made me face this fear, this…demon and now…"

"Buffy, you didn't fail me because you fell asleep. It could have happened to anybody."

"I failed you."

Faith sat up straight, taking Buffy's hand in hers. "You didn't fail me B; you got on this ride and you conquered your fear. So you fell asleep; what the hell does that have to do with anything?"

"But—"

"Are ya scared now?"

Buffy looked over the side. "No. It's just—oh my god. I'm not scared." She grinned. "Faith, I'm not scared anymore! I did it!"

"No B. We did it. Together." Before she could speak, Buffy lunged at her, wrapping her arms around Faith's neck and kissing her. Faith grinned. "What was that for?"

"I said I liked the view, didn't I?"

Faith grinned. "Ya know B; ya coulda said that a lot sooner." She leaned in, kissing Buffy tenderly as the Ferris wheel slowly made its descent.