Cut to warehouse ext.:

"I don't believe they just left us in there with those vamps." Kennedy whined.

"Yeah I know, you could have broken a nail." Amanda said sarcastically.

They potential slayers started walking together back in the direction they came.

"Where do you think they went?" Rona asked.

"I don't know. We should just head straight home." Amanda said.

"Hello! We're free! Let's party!" Kennedy shouted.

The other girls shouted in agreement.

"I don't know guys, we don't wanna get in trouble." Amanda spoke up again.

"Ok, you go home and sit with G-man. We'll go to the Bronze." Kennedy said.

The group began walking away from Amanda, in the direction of the Bronze.

"Guys! Wait for me!" Amanda said as she ran to catch up with them.

---------- cut to the Bronze ext.:

Faith is leaning up against the wall smoking a cigarette. She notices several teenagers running towards her.

"Oh, great. They didn't eat you." Faith said sarcastically.

"Thought you'd gotten rid of me, Faith? Well, it'll take more than I few vamps for that." Kennedy said angrily.

Vi laughed, "Yeah, you should've seen that look on her face when she fell right on her bum."

"You have no room to talk." Kennedy retorted.

"Not trying to get rid of you Kennedy. If I was, I would have succeeded. We were testing your strength, your abilities."

"How's come you're standin' outside then? Instead of havin' a good time with my Red?"

"She's not yours! ...And she's not mine either. She's just Willow. Besides, she's got some hot blonde on her arm tonight. Doesn't need me around. Doesn't need you either."

"What the hell are you talking about?!" Kennedy demanded.

Sensing an argument, the rest of the potentials went inside.

"Go in there. See for yourself, Red's taken to another woman."

Kennedy went inside. We see Faith leaning against the wall, still smoking a cigarette. She slid down against the wall until she was sitting on the ground, one leg out in front of her, the other bent up, in toward her chest. Her arm was resting on her knee.

Kennedy came out a moment later. "So I guess Red really is done with me."

Faith rolled her eyes. "Looked that way to me."

"Bet you're happy now."

"What makes you think I care. Aww, poor Kennedy's feelings got hurt. Better have a pity party."

"What's with you? Why the sarcasm?"

"That's just how Faith is." Kennedy and Faith looked up. They saw an unpleasant-looking vampire.

"Fang, what's up? Long time. Miss me already?" Faith said as she stood.

"I'm looking for Buffy."

"As always... She's inside."

"Thanks." Angel said with a serious tone.

"Who was that?" Kennedy asked.

"Angel. Buffy's ex-flame."

"But he's a vampire."

"Yeah. Your point?"

"But Buffy's the slayer and—"

"A slayer. She's A slayer, not THE." Faith began to walk away.

"This is becoming a trend with you. Avoiding conversation."

"I just don't wanna be here anymore. Especially with you."

Faith kept walking but could hear footsteps behind her.

"If you follow me I'll make you get eaten by a vampire."

Kennedy just stood and watched, very confused, as Faith walked away.

Cut to the Bronze int.:

As the music slows couples start dancing. A handsome young boy asks Dawn to dance. Andrew sits with some potentials on couches in front of the stage. Buffy is met by a familiar feeling. She turns around and see Angel behind her.

"Hi." Angel said sheepishly, "Oof." Angel said as Buffy hugged him tightly. "Glad to see you too."

"Dance with me?" Buffy looked up into his big brown eyes. They held each other close as they began to dance.

Kennedy walked inside, stood by the wall and stared at Willow.

The blonde girl Willow had been dancing with all night tried to pull her in to dance to the slow song, but Willow pulled away. "Thank you." Was all that the red head said as she walked away.

She noticed Kennedy standing by the door. She didn't look at her directly, but she knew she was there. She could see her silhouette in the periphery. She felt Kennedy's hand on her shoulder. Willow paused only long enough to push the hand away and slam the door in her face.

cut to Angel and Buffy dancing:

"So the necklace is supposed to be worn by a champion... not human, but with a soul." Angel said, looking Buffy square in the eye.

"I'll make sure I give it to him then."

"What? Who are you talking about...I'm the vampire with a soul."

"You're not the champion, Angel," Buffy said frankly. She stopped their dance. The couple stood in the middle of the bronze talking quietly.

"But I'm the only vampire—"

"Spike."

"Don't tell me he went and got all soulful too."

"His soul's a little different than yours Angel."

"What do you mean?"

"He fought for it. He earned it back. You, were cursed with your soul."

"What—How do you know for sure? I mean- what about the Shanshu?"

"Maybe it wasn't meant for you."

cut to Sunnydale High ext. night:

Faith is sitting on a bench, facing away from the school. She's staring off into space. Lost in her thoughts. Faith let out a large sigh. Just then she felt a two very warm and soft hands on her shoulders. "Ok, you're warm, so you're not a vampire. And you hands are too soft to be a demon. So that probably means I can kick your ass."

"I wouldn't be so sure about that." Willow said, still standing behind the slayer.

"Red! I thought—"

"Don't talk. I'm in charge tonight. You owe me an explanation, a big two- week long one. At first I thought, maybe you didn't wanna kiss me, maybe I read her wrong. Was I out of line that night? But then, tonight, you kissed me and it was so powerful that I felt it in my toes. My heart began to race and my stomach was full of teeny tiny butterflies."

The red head was smiling. So was the slayer. Willow sat on the back of the bench, with Faith on the seat between her legs. Willow was playing with Faith's hair as she spoke.

"And then I almost forgot about the past two weeks, how cold you've been. I know something's not right with you Faith. I can see it in you, I'm not a dummy. Do you think just because you wouldn't talk to me I didn't notice? Wouldn't notice? What I did to you tonight, was but a taste of what I felt all week, all last week. Every time I tried to talk to you, you left the room, left the house even. If you don't want this—with me, then you need to tell me now. If you aren't attracted to me, if everything you said was a lie, I need to know, right here, right now."

Faith was still sitting on the bench, Willow behind her. The red head's arms were wrapped around the slayer's body, and she was leaning forward in anticipation of an answer. The slayer leaned back into Willow just a little bit more, making herself more comfortable.

"I'm scared, Willow."

"Scared to talk to me? Scared of what Faith?"

"I'm scared that I'll fall in love with you. I'm afraid that I'll fall in love with you, and you'll love me back, and then, I'll do something stupid to ruin it. All I do is let people down, so I figure I better get a head start, and run away from it, run away from you, before it's too late."

"What are you talking about Faith? I'm—"

"A lot happened to me in jail. I started to realize things I never realized before. I was having nightmares about the people I'd killed that they came back and killed me. I still have them, almost every night. I'm scared to go to sleep. And when I see you around the house, if you're smiling or if you serious, or sad, I just wanna curl up in your arms and fall asleep. But I'm afraid of what will happen if I have one of those dreams."

Willow rested her cheek on top of Faith's head. She squeezed her in tighter with arms. "Afraid that I'll hold you and kiss away your tears?"

"Afraid that I'll hurt you. Physically. I get violent in my dreams."

"Oh." Willow was silent for a moment, then she finally spoke. "So that's why you didn't talk to me that whole time?" Faith didn't respond. "What happened to the Faith who told me she'd hold me? The woman who said she'd wipe my tears and listen to me babble, and make me smile? What happened to her these past two weeks."

"No. There's more. I've been watching you. I've seen you go out. I know you've been by Tara's grave. I've followed, and watched. I saw you laugh and I saw you cry. I saw you smile."