A/N: Right here's the third chapter. The song is Over the Rainbow by, well honestly I don't know who it's by since I kept getting heaps of different people for it. I think it's by Harold Arlen though. Anyway, enjoy and please review.

"OK, try this," Cordelia said, handing a purse to Faith.

The slayer rolled her eyes and took it, closing her eyes. It had been a week since Faith had arrived at Angel Investigations and since then Cordy and Fred had been trying everything to get Faith some of her memory back. Angel had decided to stay out of it along with Wesley, Gunn and Lorne, although Wesley suggested a few things on occasion. Angel would've helped Faith but not only was he not so sure he wanted her to get her memory back they also weren't on the best of terms since Faith had reverted to her younger self, in which time her and the vampire weren't exactly great friends.

"Anything?" Cordy asked.

They sat on top of Faith's bed, items strewn out around them. The younger girl opened one eye first before the other followed after a pause and she raised her eyebrows at the other woman.

"No. Although I don't see why there should be since this is all your stuff and not mine."

Cordelia rolled her eyes at the brunette's attitude. "I told you: we don't exactly have any of your stuff here since you've been off god knows where doing your thing or whatever. Besides, last time you were here you borrowed all this stuff. Without my permission, I might add."

Faith shrugged. "What can I say? I want-" she looked over at the bowl of popcorn resting between the two. "I take-" she leant forward and took a handful of popcorn. "I have," she finished with a smirk, popping one of them into her mouth.

Something about the words sent a shiver up Cordelia's spine but she tried to ignore it. They were just words right?

"That's some philosophy you got for you there," she commented in an offhand tone.

Once again the brunette shrugged, placing some more popcorn in her mouth. "Had it since I was thirteen. Way I see it: no-one's gonna get things for you, if you want something, the only way to have it is to get it yourself. That simple."

"Not always," she said with a frown.

Faith shifted uncomfortably. "Look, can we just get on with this 'trying to draw up memories' thing?"

"Sure," the seer replied after a pause.

It was still strange to be around Faith now that she was like this – like her teenage self. The one who had always been carefree and had her devil-may-care smile in place at all times, the one who cut herself off and tried not to trust anyone, the aggressive Faith who had eventually turned evil but there was thing about this Faith that Cordelia didn't hate having back: her smile. Sure the older Faith smiled all the time but this was different, it was special. When she smiled it seemed to consume her 

entire being and light up her eyes, the eyes that since their return had lost their haunted look. Sure, Faith didn't smile a lot – she smirked and she sneered – but when she did, you could tell. It was one of the only things her Angel agreed on at the moment.

"So, what's this about Red being gay?" Faith asked to break the silence.

Cordelia's face broke into a smile.

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"Come on, please. Pretty, pretty please," Faith said, following the vampire and sticking out her lower lip.

"I told you Faith, you're still not completely healed, you can't come with us," Angel replied.

The brunette snorted. "Angel, I was completely healed like four days ago."

Angel sighed, knowing full that Faith was healthy and capable of fighting demons with them. The only problem was that he and Wesley had decided that, for the time being, they would keep Faith off active duty so as to make sure that she didn't slip like last time.

"I'm sorry, Faith, maybe next time," he said before following Wesley, Gunn, Fred and Cordelia out hotel doors.

She sighed and leaned back against the wall. "I'll hold you to that."

"Oh, don't look so upset kitten, you've still got me for company," Lorne said, coming down the stairs.

"Yeah," she replied, forcing a smile.

Somehow spending the day with a demon instead of kicking the crap out one didn't hold much appeal.

"Come on, I'm not that bad a company," he told her. "I tell you what, let's go shopping and we'll buy you some stuff, I don't think Cordelia to enthused about the idea of people borrowing her clothes forever."

There was a pause in which Faith still looked a little reluctant.

"I'll even by you an ice-cream."

Finally she gave in with a smile but before she could reply she was assaulted by a man's voice in her head that seemed to come from all directions.

"...I'll buy you an icee."



Faith blinked trying to clear her head as the voice faded away.

"Faith you OK?"

"Five by five, jeeves."

At least she hoped she was; she was hearing freakin' voices in her head for heaven's sake. She shivered at the thought and Lorne eyed her carefully, clearly not convinced.

"Well we better go then," he said after a pause.

Faith nodded silently, still a little dazed.

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"So, Fred mentioned you were empata demon, how's that work?" Faith asked, trying to make conversation as they walked down the street.

"Empath," Lorne corrected with a smile. "I read people's future and past when they sing . . . I read you once."

She raised an eyebrow in a mixture of amusement and disbelief. "You mean I actually sang for you?"

Lorne smiled at the memory. "You've got quite a voice, Kitten."

"Yeah, well, let's just keep that between you and me, OK?"

Lorne ignored this. "It's a shame you weren't around when Carritas was still up and running, you would've been good for business."

"Carritas?" she asked, trying to change the subject.

"A bar I used to run."

"'Used to'?"

"Yeah, word of advice: if you're trying to run a business, don't be friends with Angel. Odds are it'll be blown to pieces more than once."

Faith winced, sympathetically. "Ouch."

There was a pause.

"So, what'd my future say?" she asked out of the blue.

"I didn't see much, it was very confusing. Perhaps if you sang for me again I'd be able to tell you."



"Hell no."

"I'll get you the best, most expensive ice-cream in the store."

"You're on," she replied with a smirk.

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Angel let out a cry of pain and shock as Cordelia's punch missed its intended target and hit him instead.

"Me, not a demon!" he exclaimed, clutching his nose.

Cordy raised an eyebrow.

"Well, not the demon you're meant to be fighting anyway," he amended.

"Oh don't tell me my widdle punch hurt the big bad vampire," she said in a patronising tone. "You're a vampire Angel, suck it up."

"Hay, you two, quit with the talking and get with the hacking," Gunn said, punching a rather gross looking demon in the face.

"Yes, that would be rather helpful right about now," Wesley gasped due another demon's hands clutched tightly around his neck.

Angel turned from Cordelia and brought his sword around in an arc.

"Gross," Cordelia said, as the demons head rolled past her bubbling like acid.

"I second that," Fred said, watching as the head eventually melted into a puddle of goo along with its body that lay at Wesley's feet.

Gunn shrugged, unbothered, as he too decapitated his demon. Now there was only one left, and it looked as if it were about to run any minute.

"We should question it, I mean the P.T.B obviously sent me that vision for a reason," Cordy commented as Angel grabbed the demon, preparing to snap its neck.

"Right, I knew that," Angel said sheepishly, lowering his hands.

The demon growled. "You'll get nothing out of me, half-breed."

"Yipee, it can talk. Isn't it frustrating how you wanna question a demon but it ends up not being able to talk," Fred said.

"Right, yeah, sure," Cordy muttered, then turned to the scaly looking demon. "OK, demon, talk."



"Nothing will escape my lips that will bring peril to my master." The demon suddenly sneered. "Besides, even if I did tell you it wouldn't change a thing; 'As it is written, so shall it be'."

"How about trying that again in English," Angel suggested, pressing his sword into the demon's neck.

Its sneer deepened. "You can't protect her, never could."

In a flash of motion the demon grabbed the vampire's sword and, without a moment's hesitation, impaled himself on it.

Everyone watched as the demon's body fell to the ground limp.

Cordy whistled. "That's what you call a devoted follower."

"What do you think he meant?" Fred asked.

"Well, I imagine that 'As it is written, so shall it be' stands for a prophecy," Wesley noted, "As for the second part, I can only draw a blank."

"Mm," Fred murmured in agreement. "I mean, there are a lot of 'her's in the world, kinda tricky to find out which one he meant."

"Agreed," Angel grunted.

"I hope it's not me," Cordy muttered. "After all, I'm a 'her'."

Fred's eyes widened in realization. "I hope it's not me."

"It's times like these I wish I was a guy," the seer said.

Everyone's eyes widened at that but Cordy didn't notice as she headed towards the car.

"It's times like these I wish I was deaf," Wesley muttered, following after her.

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The A.I gang entered the Hyperion hotel, talking – well, arguing – all the while. They stopped short at the sight that greeted them. Faith – Faith – was standing on the desk in the lobby, microphone in hand, shyly singing the words to a song that Angel never in a thousand years would've have thought he'd hear coming from her lips.

She stopped short at the sight of them but at an encouraging gesture from Lorne continued, although slightly more hesitant.

"...There's a land that I heard of
Once in a lullaby..."



The gang watched stupefied as Faith sung the lyrics in a soft, soothing and, dare he say it, voice that none of them knew she even possessed.

"...Somewhere over the rainbow
Skies are blue
And the dreams that you dare to dream
Really do come true..."

"Isn't she wonderful?" Lorne said, leaning into the group so only they could hear.

He'd been watching her with something like pride up until now and they almost jumped in surprise at the sound of his voice.

"Yeah, she is," Angel said, positively mesmerised by the sound of her voice.

He smiled up at her along with everyone else and her confidence increased. She smiled radiantly.

"...Some day I'll wish upon a star
And wake up where the clouds are far behind me
Where troubles melt like lemondrops
Away above the chimney tops
That's where you'll find me..."

"How the hell did you get her to sing a song like this – how the hell did you get her to sing?" Gunn asked in astonishment.

"As it turns out, Faith will go a long way for a bit of ice-cream," Lorne told them.

The group stared at him incredulously.

"You gave her ice-cream, and now she's singing a song she probably wouldn't even dare to listen to?"

Lorne nodded.

Cordelia suddenly got an evil glint in her eyes. "Oh, the things I could make her do."

"...Somewhere over the rainbow
Bluebirds fly
Birds fly over the rainbow
Why then, oh why can't I?
Some day I'll wish upon a star
And wake up where the clouds are far behind me
Where troubles melt like lemondrops
Away above the chimney tops
That's where you'll find me..."

"I'm recording it too," the demon commented. "Once I finally get Carritas up and running again, this will make great background music."

"And she's letting you do that?" Gunn asked slowly.



Lorne shrugged. "She gets an extra ice-cream for it and a ticket to the movies."

"She's . . . quite good," Wesley said, seeming unable to come to turns with the fact that the badass slayer was singing Over the Rainbow.

"Oh, she's better than good. Got the potential to be a real star . . . It's a shame you weren't here for her other songs, she did great with those too."

"Lorne, this song, it doesn't really suite Faith," Cordelia said hesitantly.

"Doesn't it?" he replied, gazing steadily at her. It was clear he thought otherwise. "Because I think it does. I think it shows the real her, the one without the tough facade."

Angel nodded, watching Faith he agreed with Lorne.

"...Somewhere over the rainbow
Bluebirds fly
Birds fly over the rainbow
Why then, oh why can't I?"

Angel watched Faith as she continued to sing, dimples appearing on her cheeks as she smiled. For the moment she'd lost her 'tough facade' as Lorne called it and was just, her. Truly Faith. She wasn't just a tough girl and Angel knew that, it was the rest of the gang that hadn't.

As he watched her, her smile growing wider by the second as thought this was the most fun she'd had in ages, he knew he loved her.

He knew he'd fallen in love with Faith.

"...If happy little bluebirds fly
Beyond the rainbow
Why, oh why can't I?"

A/N: What do you think? Thanks for the reviews by the way.