Please see chapter 1 for disclaimer and general warnings.

Chapter warning:
1. The first half implies sex for a purpose and gets a bit more detailed than previously - although I feel it's still implied rather than described. One of the reasons this took so long was trying to rewrite the original to maintain the 'feel' but with less explicit content. Also, life. A reminder that Dawn is 18 in this story.

2. second half of this chapter quotes/describes some of the worst parts of Spike's attack on Buffy from BtVS episode Seeing Red. I've marked out the awful bits clearly with ***** for those who want to skip it, but the sections around it are worth reading because I'm taking it in a slightly different direction for the purpose of this story

NB - very sorry but the warning marks noted above disappeared when I published first time. Have now fixed this.


Dawn bit her lip, trying to stave off her anxiety by faking a confidence she didn't feel. Like Faith said, she'd done this before – but having someone watching was definitely new. Feeling herself blush and damning her pale skin for making it obvious, she slipped her fingers toward her panties and was relieved she'd asked to keep them on.

Faith had intended to use the suggestion of Dawn touching herself as a way to slowly introduce, and eventually be replaced by, her own touch. But watching it happen, she was mesmerised and completely forgot what she had intended to do.

"If you're going to just watch, shouldn't you be tucking bills in my underwear?" Dawn asked, a little short of breath.

"Not exactly what happens at a strip club." Faith corrected, but was grateful to be reminded that she wasn't just here for fun. Faith returned to lavishing attention on Dawn's breasts. When she could tell that Dawn was getting lost in sensation and her hand was speeding up, Faith slid her own down to join it, causing Dawn to freeze and inhale sharply, her legs tensing. Gradually she seemed to relax.

Propping herself up on her opposite elbow, Faith checked Dawn's face for any signs things were going too fast, and started lightly moving her hand.

"Ung. That's..." Dawn's hips started shifting again slowly, angling her body into Faith's movements.

Faith watched her enjoying it, and felt a mixture of pride and awe that she was actually causing Dawn to feel good, and that Dawn trusted her enough not to spend the whole time worrying. She hoped to god she could manage to get through without giving D any permanent hang ups, and made a vague mental promise to chip in on therapy bills.

"Are you ready for these to go?" She asked, and Dawn started pushing her panties down over her hips in lieu of agreement, so fast that Faith didn't really have a chance to help. Instead she returned her hand to where it had been and gave Dawn a second to adjust to the direct contact.

"I won't go any further without asking." Faith commented.

"What if I'm asking?"

"Then we'll go further." Faith restarted her actions, watching closely for signs of discomfort – but also, she had to admit to herself, just watching.

"I'm not asking to tease you, just so I know what you're used to. Do you ever go inside when you touch yourself?"

"Uhn, Faith! You're killing me. It's a secret slaying method." Dawn groaned. "I...sometimes. Only one." Dawn could feel a blush flame over her face again but with Faith naked and her hand doing things that felt incredible, she was past caring.

"Okay. I'll take it easy, but are you –"

"So fucking ready!" Dawn cut her off.

Faith couldn't help grinning at Dawn's frustration, but readjusted to give herself a better angle, her body more directly centered above Dawn's. Finally Faith kissed her and began. Dawn's body was clearly on the same page as her mind, and Faith's intentions to go slow were shot when Dawn thrust up against her.

"Told you," Dawn said with a breathless chuckle at the expression on Faith's face, "I've done this much."

"Fine, if you insist, I'll act like an inconsiderate asshole." Faith answered, her continued gentleness making it clearly a joke. "You feel incredible." She added more seriously.

"I do." Dawn groaned. "I mean, you do. You're making me feel incredible. More."

Beginning to trust that Dawn knew what she wanted and not intending to drive her insane, Faith continued with more confidence. Something about how slow they were taking it, or maybe knowing it was new for Dawn was making her notice everything she was feeling in more detail.

Giving in a little to temptation while still focussing first on Dawn's pleasure, Faith allowed her body to contact the thigh she was straddling briefly, groaning appreciation when Dawn got the idea and lifted her knee to help.

"Yes...want you to enjoy it too." Dawn panted.

Faith could only hum her agreement, far too distracted to talk any more.


"I love you. I know you feel the same no matter what you say in front of your pals."

Buffy sighed, feeling like Spike had found the worst possible time to insist on this conversation.

"I have feelings for you. I do. But it's not love – I could never trust you enough for it to be love." She explained, thinking not just of the times Spike had helped, but of the times he had betrayed them or put people's lives at risk through self interest.

"Trust is for old marrieds, Buffy! Great love is wild and passionate and dangerous. It burns and consumes."

"Until there's nothing left." Buffy pointed out, finding it ironic that Spike was using the same analogy she had used with Willow, but intending it to be positive. "Love like that doesn't last."

"I know you feel like I do." Spike shook his head, frustrated that she was sticking to this story. "You don't have to hide it anymore." He had thought that after the initial explosion from her friends, Buffy would be able to see reason, but it was as if she had convinced herself with the same lies she'd been telling her friends.

"Spike, please stop this." Buffy was exhausted, and injured, and hadn't been in the mood to deal with this hours before, let alone in the middle of the night.

Stepping forward and taking Buffy by the hips, Spike brushed aside the muted alarm bells going off in his mind. "Let yourself feel it." He insisted, hating to see someone incredible like Buffy trapped by her own inhibitions.

"No..." Buffy answered, annoyed and trying to manoeuvre away.

"You love me." Spike said, confident he was right.

Buffy stepped back, only to jam her injured back into the sink behind her. "Ow! No, stop it!" She was starting to panic, the slayer in her screaming that she had already used everything she had out slaying tonight and that if this became a fight, she would not win. "Spike, don't!"

Thinking of the times they had connected in the past, Spike ignored the parts of his brain that disagreed and knew that if they could just connect like that again, Buffy would see. She would would feel what he did, and wouldn't be able to lie about it.

Spike ripped her robe open and slid a hand inside, impatient for the passionate connection he knew they could have.

"What are you doing?" Reaching out to anchor herself against something, Buffy got only the shower curtain and fell with an agonising jolt onto her injured back, Spike following to straddle her.


Joyce had unpredictable sleeping patterns since she had been sick, but always slept more soundly after her mind registered Buffy returning home from slaying.

Already in that deeper level of sleep after hearing Buffy come in the door earlier, Joyce surfaced slowly, confused to hear arguing and thuds – nothing really loud enough to be a demon in the house, but much too loud for Buffy's usual nightly routine. Getting up groggily, she grabbed a baseball bat she kept by her bed just in case.

"No, please!" She heard, coming from the bathroom. "Spike, please! Stop! Please don't do this!"

The distress in Buffy's voice made Joyce start to run.

"You'll feel it again, Buffy. I'm gonna make you feel it!"

Before she reached the bathroom, Spike came sprawling out of it onto his back, and overcharged on fear and adrenaline, Joyce cracked him over the head with her bat. Spike hollered in pain.

"Ask me again why I could never love you." Buffy spat.

"...Buffy? Joyce. My god, I didn't..."

"Because she stopped you!" Joyce shouted.

"Something I should have done a long time ago." Buffy muttered, stepping over Spike to get out into the hall. Spike scrambled to his feet away from both of them looking shell shocked, and ran.

Buffy was in no condition to give chase, even if she wanted to. Her eyes met her mother's, and she roughly wiped away tears. "I'm sorry mom. Oh god."

"Sweetheart, are you okay? Did he..."

Buffy couldn't work out what an honest answer would be. She had said no tonight, and Spike had tried to...force things. But after the things she had done to Spike in the past, with Spike, the things she let him do to her...she knew it was her fault. She couldn't bear explaining it to her mom.

"I'm fine." She settled for. "I stopped him. But...I need to go. Somewhere. I'm so sorry mom." She ran to her room at slayer speed, and Joyce was left in the hallway wondering if she was having a nightmare.


Spike ran. There was something wrong with him. He was a monster, but usually he decided to be a monster. He never just...did things. He felt wrong, like that time...

He slowed and stopped, on the edge of realisation. Like that time...he and Buffy had ended up engaged while they still hated each other. Because Willow had cast a spell. Willow, who he had seen with her other witchy friend at the Bronze right before he decided to see Buffy.

Changing direction and starting to run at vamp speed again, Spike headed back to the Bronze.