The grin dimmed into a genuine smile. "Cool. I'd like to see Amy, the now famous rat." Faith squeaked suddenly as Buffy squeezed her hard.

"You gonna let me go, or do I have to get physical?" Buffy asked, chin tilted back aggressively.

"Oh, hey, now, B, I don't do physical." Smirking at Willow's giggle and Oz's faint snort of amusement, Faith dropped her arms from around Buffy. "What's with all the threats tonight, anyway? I mean, Wes, me…who are you going after next? Giles?"

Buffy moved away, grasping Faith's hand. She stroked a thumb over the back as she talked. "I'm not sure I win the award on threat-making," she said. Her gaze locked on a sheepish looking Willow.

"B"- Faith sighed in frustration. "Let it go. I'm in one non-furry piece. Didn't you say something earlier about music, low light, and Giles cleaning his glasses?" Faith wiggled Buffy's hand, pointing with their joined fingers at the ex-Watcher still leaning against the table in the back, umbrella trophy clutched in his hands. "He's right there. I bet if he'd notice in a heartbeat if we did a little groping."

"If you want," Oz offered softly, "Will and I could help with that."

Willow turned fire-engine red when Faith chuckled. "Never tried a foursome before. I bet G-man'd need a new pair of glasses in seconds."

"I'm sure Oz meant he and Wills would be groping each other." Faith flinched away when Buffy's strong fingers pinched her side. "You guys enjoying the dance?" Buffy continued, changing the subject.

Faith tuned out the rest of the Scoobies' conversation. Instead, she watched Buffy's face as she talked with her friends. The blonde was more excited and happy than Faith had ever seen her. Looking down, Faith noted their still-linked fingers. She'd never held anyone's hand before - never wanted to. Right now, though, she never wanted to let go.

"Earth to Faith. Hello?" Buffy's teasing question jerked her out of her thoughts.

Eyes darting from one amused face to another, Faith grinned. "Sorry. Kinda missed that last part."

"You mean you missed Buffy explaining her plans for the evening?" Willow's eyes were wide, her face red.

Faith felt her own eyes widen. What the hell had she missed? "Uh, B?" she asked hesitantly.

Thoroughly enjoying the look, Buffy frowned and pulled on her hand. She had to fight a smile when Faith refused to let go of her fingers. "If you didn't hear me, I guess you don't want to do what I had planned."

"Well, I don't…" Faith mumbled.

The teasing soured when Buffy realized Faith was freaking. "Hey, just kidding." The worry didn't leave the brown eyes watching her intently. "Honest!" She flashed a reassuring smile.

"We really were just teasing, Faith," Willow hurried to help out.

Buffy relaxed. Faith looked a little less panicked at Willow's words. "I was just telling the guys I was ready to leave. You know, Hellhound fighting and award-getting makes Buffy a tired girl." She grabbed Faith's hand again. "So, you ready to head for home?"

Faith's reaction wasn't what she expected. Were those tears in Faith's eyes?

"Sure, B, whatever you want. I'm your personal escort for the evening." Faith's sexy smirk was familiar. Hopefully, the tears had been her imagination. "Maybe if we get you back to the house early enough, I won't turn into a pumpkin."

Before Buffy could respond, she felt two arms wrap around her from behind. "Buffy!" Larry shouted in her ear.

Faith took a quick step forward, ready to defend her. Buffy shook her head as much as she could from the depths of Larry's hug. "Faith, no! He's a friend." The younger Slayer reluctantly stopped moving as she looked at the two of them.

"Wow." Larry let go and held out a huge hand to Faith. "I'm Larry. Sorry for encroaching. I didn't realize how that might look."

"Yeah, whatever." Buffy sighed and tried not to roll her eyes at Faith's brusque response.

Pulling a hesitantt Faith closer, Buffy leaned against the other girl and looked up at Larry. "I saw you and your date. Very nice." She grinned at the almost-shy smile Larry sported. "Big with the daring. Any problems?"

"Nope." Larry shook his head. "I guess everyone's too busy discovering we're all going our separate ways in a few days to be upset over my choice in dance partner." Buffy saw him look over her head and wave. "I need to go; he's getting impatient."

For the second time in minutes, Buffy found herself enveloped in a big hug.

"Welcome to the family, Buffy." With a last smile, Larry hurried away.

While she tried to see if her ribs were broken from the embrace, Buffy heard Faith ask, "What the hell was that about?"

"That was Larry." Willow jumped in enthusiastically, if unhelpfully.

Faith must have thought so, too. Voice dry, she commented, "I got that part from the 'I'm Larry' thing."

"Oh. Oh, yeah." Willow bounced on her toes. "I mean, he's kind of a friend. I think." The redhead looked at Oz and Buffy. "He is, right? We helped him out and everything."

"Breathe, Red." Faith said with a laugh. "That ain't quite what I meant."

Buffy watched Faith interacting with Willow and did an internal happy dance. Maybe, just maybe, there was hope. Busy celebrating the mini victory, she answered Faith's original question absently, "Larry's gay. He brought his date to the dance."

She giggled at the way Faith's mouth fell open. "Sorry, Faith. I know you like to be a trailblazer. Look at it this way – we're the first all female couple at the Prom."

"Jesus, B." Looking shell shocked, Faith leaned in close and sniffed. "You been drinking some of that spiked punch?"

"Nope. No punch for me." Buffy looked at Oz and Willow, cuddled together and talking. "Ready to call it a night?" she asked hopefully, ready to get Faith alone for a while and do some talking of their own.

She was surprised when Faith shook her head. "We only had the one dance, B. You sure that's enough? I don't want you to be all bitter when you're old and grey about not having all the dancing you could handle for your Prom."

Buffy reached out and softly stroked Faith's face. "Let's go." She watched Faith's eyes darken at the caress. "It's a little too non-private here." Her voice deepened as she added, "Please?"

"Whatever you want, B." Faith turned her head and brushed her lips over Buffy's palm.

Flushing and breathing harder, Buffy slowly pulled her hand away, making sure to caress Faith's mouth briefly. "Go. Now." She was incapable of more.

"What about your umbrella?" Faith asked, tilting her head in Giles' direction.

Buffy smiled suggestively at Faith as she pulled her toward the exit. "He knows where we live."

"You ain't planning going to your place, are you?" Faith asked as they left the crowded gym.

Buffy glanced up. Faith sounded worried. "Mom won't exactly be waiting up; I'm sure she'd notice if we didn't come home at all, though. Why? Don't you want to go home?"

The question startled Faith a little. Did she want to go back to Buffy's house? A resounding "yes" came to mind. Joyce had given her a key, told her she had a home. Faith tingled at just the thought. Still… "I guess it depends on how you plan on finishing the night, B. I mean, if you want to get all comfy in your pj's, we can head for home. If you're looking to extend the evening," she wiggled her eyebrows, "we need to go someplace that don't have your mom right across the hall."

"Oh my God!" Faith grinned at Buffy's appalled look. "I didn't even think about that." Buffy buried her head in Faith's shoulder.

"It's not a problem, B. Really." Wiggling her arm, Faith tried to get the blushing Buffy to calm down. "Do we need to call or something, let your mom know we're gonna be late?" As soon as the question came out of her mouth, Faith smiled softly. Damn. Mrs. Summers would worry about them – about her and Buffy – if they weren't home on time.

Buffy finally stopped hiding. "No, Faith, it's Prom. If we came home, especially this early, Mom would freak."

The statement made no sense. "You wanna explain that?" Faith verbalized her confusion as they exited the building and started across the dark campus.

"It's a tradition or something." Buffy leaned against her, arm around Faith's waist. "After the actual Prom, everyone finds someplace else to go to keep partying." They walked in silence for a few minutes. "Speaking of a new location, are we going somewhere or am I patrolling in formal wear?"

Faith laughed. "It ain't that different from the skirts and pastel crap you normally wear." A slim hand slapped her stomach, and she doubled over in mock pain. "Fuck. B, I am so not taking you to anymore dances if you keep abusing me like this. Dates make you violent."

"They do not. You make me that way." Faith pouted until Buffy relented. "OK. Fine. Maybe you get me feeling things other than irritated, too."

Faith smirked and bumped Buffy's hip. "Oh, yeah? Like what?" she asked, voice deliberately husky.

"Well," eyes glinting in the moonlight, Buffy met Faith's eyes, "happy." Faith's heart beat fluttered and then quickened. Buffy continued quietly, "Comfortable and safe."

"Now I know you got into the punch," Faith rushed in. Buffy's words brought out feelings that scared her. She struggled against sudden claustrophobia. Old habits came to her rescue. Pulling away from Buffy's embrace, Faith shoved her hands in her pockets and slouched. "That ain't happy, B. That's horny."

She wasn't prepared for the wounded look and the tears in Buffy's eyes.

Her throat burned. Faith pushed on, though, determined to keep herself from getting lost in unrealistic dreams. "I knew you were lying when you said you were good with some lowfat yogurt. You just need me to take care of the after-battle itch."

"Shut up, Faith." Buffy's voice was soft, yet deadly. Faith didn't understand the strange smile on the blonde's face. "God, you are so –" she broke off abruptly, hands waving in the air. "Why do you have to try and ruin everything? We were having a moment, a good moment, one of those things people who are not Slayers have, and you ruined it."

Feeling conflicted by so many strange impulses, Faith simply shrugged.

Strong hands yanked Faith to a halt. "You're damned lucky I've gotten better at figuring you out."

"How's that, B?" Faith cursed herself for the mocking question. Why couldn't she just accept the moment and deal with the fallout later? At least she'd have one happy memory before life went back to sucking.

"I'm not letting you push me away, Faith." Buffy's hazel eyes met hers, and Faith swallowed at the fierce glare. "You're done running and hiding when things get scary. Welcome to your new life, Faith."

Smiling guardedly, Faith mumbled, "New life, huh? You gonna be my advisor or something?" She held her breath, waiting, hoping for a positive response.

Buffy didn't keep her hanging. "I don't do advice, Faith. How about we settle for the 'or something?'"

"I don't know. It's kinda vague." Relaxing slowly, Faith couldn't stop herself from taking Buffy's hand again. It was so confusing. Touching Buffy made her happy, calm, and more than a little aroused. It also made her want to run screaming for the hills. Faith ignored the need to run and concentrated on the other emotions.

They'd reached the edges of downtown. Faith extended her senses. "Alright, B, we need to be careful in case the Mayor's goons are on the prowl. I don't have any blips on the radar right now, but that doesn't mean they aren't around somewhere."

"Vamp detection systems are a go," Buffy quipped. "Speaking of 'go,' where are we headed? Earlier you freaked just walking down Main Street in the daylight. Now you want to take a moonlight, vamp-filled stroll through downtown?"

Faith chuckled, pulling Buffy along with her. "Not quite. Got a nice place in mind to keep the party going. We just have to be careful, that's all." She hoped Buffy didn't notice that her hands were suddenly damp. Faith had never done romantic before; she wasn't sure she was doing this right.

A few more minutes and Faith felt Buffy stiffen. "Faith, aren't we close to your old apartment?"

"Yep." Faith grinned. "Thought I could slip in through the window in the kitchen, grab us some blankets and pillows. The roof has a hell of a view for looking at the stars."

"If we live long enough to see them," Buffy snapped. "Are you crazy? The Mayor has to have people watching the building."

Bouncing on the balls of her feet, adrenaline surging, Faith agreed, "Yeah, that's why I said we needed to be careful." She 'felt' around the area. "I got two vamps. One in the doorway across from the main entrance, and the other in the alley to the right."

Buffy nodded. "I've got them." She sounded less worried and more excited now. "You have a plan?"

"Yeah. The boss always kept an eye on me." Faith swallowed the bitter taste in her mouth and rubbed at the ache in her chest. "When I needed to give his spies the slip, I used to use the fire escape from the building next door and jump from one roof to the other. The kitchen window's unlocked. We can slip in with no problems." She touched Buffy's face lightly. "As long as you still want to spend some alone time with me."

"Best idea I've heard in a long time." Buffy leaned up and kissed Faith briefly. She scanned the street and buildings with an experienced eye. Not a lot of cover. "You've got a way to get us past the two goons?"

Faith grinned. "Of course, B. We can't have our fun interrupted by vamps." She stepped away, and Buffy waited for the plan. It never came. Instead, Buffy had to sprint to keep up with Faith.

They ran across the street, hugging the old brick buildings. "Faith!" Buffy hissed. "What the hell are you doing? That one vamp's just around the corner."

"I know." Buffy glared impotently at the back of Faith's head as the other Slayer peered around the building. Faith didn't stay that way for long. "Look, he can't see us from here, and he's busy waiting for me to come waltzing up to fire escape on the apartment building. The fire escape we need is behind this building. I just want to make sure this one wasn't smarter than the last few. If he isn't plastered against the door, he might see us jump across the alley."

Feeling better now that she knew what Faith had in mind, Buffy cut back on the death glare. "OK, makes sense. Sorry." She tried a smile and saw Faith roll her eyes. "Maybe I've gotten all Giles-like or something. I do better with a game plan."

"Whatever, B. You know it's just you needing to be in charge." Faith took off a step ahead of a vengeful Buffy.

They ran around the back of the building. Buffy kept her senses extended. No new activity. The fire escape ladder screeched explosively when Faith pulled it down. "We're going to wake even the undead with that," Buffy commented tensely, waiting for the vamp to come after them. She didn't feel him move, though.

"Nah, don't worry. I've done this a bunch of times." Faith scrambled nimbly up the metal rungs. Buffy had more trouble, struggling to climb the unanchored ladder. "The Mayor doesn't hire smart employees." She stopped, frowning.

Figuring Faith was lumping herself in with the less than brilliant crowd, Buffy poked her. "Let's go. I'm tired of running around town in my dance finery. I want to get the heels off and snuggle into some blankets."

"Sure, Princess," Faith replied sarcastically. "Forgot your comfort came first."

"Damn right." Buffy followed Faith across the roof. The gap wasn't big for a Slayer; however, she wasn't really dressed for the occasion. "This should be fun. Hurdles in heels and taffeta."

Faith muffled a chuckle with her hand. "Thanks for the reminder. Just for that, you get to go first. I so want to see you do this."

"You are going to pay for this." Taking a few steps away from the edge, Buffy got a running start and leaped. Take off wasn't too bad. Landing on the other side in two inch pumps was more challenging. Staggering, arms waving wildly for balance, Buffy managed to not pitch off the roof or sprawl on the filthy concrete. Faith's landing was far more graceful, Buffy noted with a little resentment.

"Not bad, B. I was kinda hoping you'd have a bit more trouble." Faith's grin made Buffy grind her teeth. "Although, the windmill thing was pretty cute."

Buffy couldn't resist the dimples. She giggled. "Cute? I'm a Slayer, Faith. We are so not cute. We're kickass, powerful, and sexy."

Coming closer, Faith grabbed Buffy's hand and led her across the darkened roof. "Hell, yeah. Definitely sexy." When they stood outside the window to Faith's apartment, she turned to Buffy. "Hang here for a second, B. I'll be right back with some supplies."

"What? You don't want to see me do a little breaking and entering, too?" Buffy couldn't resist asking. She could just imagine what she'd look like scrambling through the small window in her dress.

"Next time, I promise." Faith quietly opened the window before crawling up on some crates strategically placed next to the shoulder-high opening.

Dropping onto the tile floor, Faith stayed still, taking stock of the darkened apartment. The Mayor or his vamps had been through the space. They hadn't been happy. Broken furniture and torn clothing littered the floor. Ignoring the twisting in her stomach at the destruction, Faith hurried through the debris to the bedroom. She stripped the comforter off the mattress. Tossing it over her shoulder, she grabbed as many pillows as she could carry.

Faith jammed the bedding through the window first, then reversed her climb. By the time she jumped off the crates onto the roof, Buffy had arranged everything into a comfortable looking nest. "Not bad, Faith. In fact," she looked up at the sky, "you get full points for romance."

"Only the best for you, B." The words were sarcastic; Faith meant every one of them. She took off her jacket and lay down. She had to bat at the shoe that flew at her head.

Buffy pouted at her. "Isn't that the way it's supposed to be? You called me princess earlier. If I'm royalty, I should always get the best things in life."

Faith watched Buffy step out of her other shoe and then hesitate. "Well, Princess," she goaded to get the other Slayer moving again, "I've got pampering all planned out as soon as you stop imitating a statue." She held out her arms, voice softening. "Nothing you don't wanna do, B."

"Sorry," Buffy apologized. "Mini-freak is over." She joined Faith on the comforter, scooting until she lay pressed against Faith's side. "I keep expecting something to go wrong, 'cause that's what happens when I'm happy."

"Aw, poor Buffy." Faith smirked and kissed Buffy gently, pulling the smaller girl on top of her. "I'll make sure nothing gets in the way of your happy tonight," she purred, infusing her voice with all the innuendo she could muster.

For once, the sexual overtones didn't send Buffy scrambling for cover. Faith gasped when Buffy returned her kiss, hands wrapping in her hair. "I'll hold you to that," Buffy whispered.

Accepting the challenge, Faith slid her hands over Buffy's back, lowering the zipper on Buffy's dress. "You do that, B. You do that." She maneuvered the material away from the smooth skin and felt Buffy shiver. "If I do something you don't want, B, let me know. I'll stop; no worries." She waited, not going further, until she knew Buffy was on board with the planned festivities.

A nod answered her.

"Kneel up a little, B," Faith requested. Her eyes widened and her heart pounded when Buffy took things a step farther and actually stood up. Faith could see the flush painting the blonde's face. It matched the one on her own as the slick material slithered to the ground, leaving Buffy in nothing more than lacy lingerie. "Jesus, B, you're beautiful."

A half smile appeared on Buffy's lips as she returned to the comforter. "So are you, Faith." Warm hands caressed Faith through Wes' shirt, and the smile widened when Faith arched into her palms.

Not wanting Buffy to have the lead, Faith reached up and undid the hook on Buffy's bra. Hazel eyes widened, and Faith froze. When Buffy relaxed again, she let the straps slide down Buffy's arms. Watching for the smallest sign of discomfort, Faith cupped Buffy's breasts. The nipples hardened against her hands.

While Faith gently circled the points with her palms, Buffy sat up, straddling Faith's waist. "God, that feels…" Her head dropped back, pulse pounding visibly in her throat.

"Nice?" Faith asked huskily. She flicked her thumbs across Buffy's nipples, smirking at the shudder that passed through the body above her. "More than nice?" She repeated the action and got a slow grind against her stomach in response.

"Way more." Buffy shifted a little and started undoing the studs on Faith's shirt.

Faith let go of Buffy's breasts long enough to grab the questing fingers. "Not yet, B."

She could see the confusion in Buffy's eyes as the blonde asked, "Why not?"

"The first time's for you." Faith couldn't quite meet those hazel eyes any longer. Hoping Buffy wouldn't laugh or make fun of her statement, she went on the offensive. She leaned up, replacing her hands with her mouth, nibbling and nipping at Buffy's nipples. Her hands started a slow journey downward. Her fingers stroked across the other girl's stomach before tracing the edge of Buffy's underwear. "Still OK with this, B?" Faith had to know.

"No." Her heart sank at Buffy's short reply. "I moved beyond OK a long time ago. Now shut up and get back to work."

Closing her eyes in relief, Faith murmured a throaty, "Yes, ma'am." Their current positions didn't allow for the removal of Buffy's underwear. Not wanting to let Buffy move away even for a second, Faith used both hands to simply rip the delicate material off.

"Hey!" Buffy glowered down.

"Sorry." She wasn't, and they both knew it. "I'll get you a new pair." Faith gripped Buffy's thighs, running her thumbs through the damp curls pressed into her stomach. "God, B, you're so wet."

Buffy rolled her hips, whimpering. "Please, Faith."

Taking her cue, Faith moved with more purpose. Placing one thumb firmly on Buffy's clit, she used her other hand to tease at the opening to Buffy's sex. A single finger finally slid inside, wiggling against the clenching walls.

"More," Buffy pleaded. She leaned down, kissing Faith deeply.

Faith added a second finger, beginning a fast, hard rhythm. She felt the change in Buffy immediately.

The older girl thrust against her, breathing in pants. "Faith!" Buffy's voice rose on the cry.

Not wanting to tip off the spies on the ground, Faith moved her thumb off Buffy's clit and placed the hand behind Buffy's head. Pulling her in tight, she kissed Buffy roughly, muffling the sound of her climax.