After they had had dinner in the university's cafeteria, the 3 of them went back to Buffy and Faith's new dorm room where Faith flopped onto her bed to read a magazine while Willow and Buffy talked excitedly about the classes they were going to take.

Faith was trying to read a mindless article about some rock star. But the other girls' chattering was awfully distracting. She had to read the same line about three times before it got through to her. She seemed to have lots of trouble getting the letters into focus, maybe if she closed her eyes for a second...

"Faith?"

Apparently Buffy had asked something but Faith who had been snoozing under her magazine hadn't heard the question. "Whaddyasay B?" Faith asked drowsily.

"I asked what subjects you were thinking of taking." She and Willow looked at her expectantly.

Faith hadn't really given that problem much thought, she had been planning to just tag along with Buffy for the most part. She only realized just now how stupid that would sound, so she just said: "I haven't really decided yet."

"I bet you anything you haven't even looked at the programs yet."

Smart cookie that Buffy.

"Here have a look now then." She tossed Faith a rather thick brochure.

Faith sat up on her elbows and leafed through it while Buffy and Willow continued to discuss some of the possible choices.

"And did you find something?" Buffy asked after a while.

"Well, there's not a lot in here that could be useful to people that pursue a career in slaying..."

"oh haha"

"But this one might be cool."

Buffy seemed surprised "Really? What is it?"

"Ancient mythology, maybe they can show us new creepers to slay."

Buffy looked skeptical "I don't think they'll know anything about real demons. Do you?"

"Then what about this one: The truth behind myths. Same dude teaches it."

Buffy still didn't look convinced but Willow seemed sufficiently interested, "Maybe it could be useful. You never know. Maybe this professor actually knows stuff about real evil! It's not unheard of, we've met lots of people who know what's really out there. Anything else?"

"Nothing like that no... I don't really know what else I'll take" She let out a heavy sigh, "Maybe I'll do world history..."

"History?" Buffy repeated with a look of disgust on her face. "You want to study history?"

Faith knew Buffy didn't like history very much, she had seen her struggle with it in high school, and it was part of the reason she wanted to do it. She had to take one class Buffy absolutely wouldn't take so that she had at least one class she didn't fail because she had spent more time trying to look down Buffy's shirt instead of paying attention.

"Yeah, I don't mind it. It can be cool sometimes. Wars and such." It wasn't a complete lie, she had liked some of the history classes in high school.

"Why don't you just take psychology with me and Willow?"

Faith laughed at that. "No thanks B. Not my thing."

Buffy and Faith had some trouble getting Willow to go back to her own room that night. Only after Buffy had assured her they would meet up first thing in the morning she left. It had been a long and exhausting day so as soon as Willow had gone, Faith stripped down to her panties and climbed under the covers.

Buffy took a while longer to get ready for bed. Faith heard her walk around the room as she lay with her eyes closed.

"Faith?" she asked in a whisper. But Faith didn't respond and pretended to be asleep.

When she opened her eyes a little bit she saw Buffy standing at the end of her own bed changing out of her clothes. The room was dark except for some light coming from outside through a small crack in between the curtains. Faith held her breath and watched her fellow slayer virtually naked in the moonlight.

Buffy's skin seemed to light up silver in the darkness. The petite slayer was wearing nothing but her panties. Faith dared to open her eyes a little wider and took in the sight not quite believing how he could be so lucky. Just as she was admiring Buffy's perky breasts, the blonde slipped beneath the covers and disappeared from Faith's view.

Faith had to bite her lip to avoid swearing out loud. If only she could have looked for a few more seconds.

She turned on her side comforting herself with the thought that she would get another chance to see Buffy naked. They were roommates after all. She smiled to herself and tried to get to sleep.

…

Unfortunately, getting to sleep was proving to be rather hard after seeing Buffy like that. An insistent throbbing had started between her legs and it was very hard to ignore what with a barely dressed Buffy sleeping just a few feet away.

Faith lifted her head and listened intently to Buffy's deep slow breathing. Faith felt certain she had to be asleep. Maybe she could take care of her little problem without Buffy waking up?

Faith tentatively slid her hand down under the covers, over her bare stomach before it tripped over the fabric of her panties and reached its destination. She lightly stroked over the cotton material and her breath hitched.

She started rubbing more confidently now, being careful not to make too much noise.

She felt a bit dirty, touching herself with Buffy sleeping so innocently right next to her, so she decided to have her imagination help her out a bit.

She thought back of how Buffy had looked, almost naked, in the moonlight. If only she hadn't been wearing those panties...

In her imagination, she stepped up to Buffy, as close as she could without touching. She looked into those pale eyes and saw nothing but her own lust mirrored there. She closed the gap between them and kissed Buffy deeply, running her hands down her soft silvery skin. She broke the kiss, gasping for air, and looked down at her breasts. Her nipples were erect...

Faith slid her fingers into her own panties, momentarily amazed by how wet she was. Even an imaginary Buffy could make her wetter than any man had ever done. She let out an almost inaudible moan when she slid one of her fingers inside herself trying to imagine it was Buffy's.

Back in her fantasy her mouth watered at the sight of Buffy's tits. She wanted to suck on those pink little nipples... but Buffy would never let her, would she? She looked up questioningly into Buffy's face. Her lips were curled up in a naughty very unbuffy-like grin and she whispered "You can do anything you like Faith. I'm your naughty little girl."

Faith slid another finger inside herself. She was so close...

The real Buffy unfortunately let out a loud snore at that exact moment and tossed around in her bed. Faith immediately whipped her hand out of her underwear and tried to lay as still as she could.

Buffy however quickly resumed her slow deep breathing and seemed not to have woken up.

Faith felt slightly ashamed of what she had imagined and was immensely thankful that Buffy couldn't read minds anymore.

No matter how frustrated and uncomfortable she felt, she didn't dare do anything about it for now. It was going to be a long night she thought ruefully as she plucked at her sticky underwear.