Several hours later. Scene opens Willie's Bar.

Spike is sitting at the bar, talking to Willie. Several other demons and vampires are standing around

listening.

"And that stupid bint had the nerve to dance with him." Spike took another swig from his bottle of

bourbon.

"Spike, what the hell happened to you?" A scaly demon asked him.

"I fell in love, I fought for my soul, and now I'm being tormented by the because I did it all for a sodding

girl."

"That would explain the crappy stories." Willie said.

"Oh- sod off!" Spike grumbled as he stood. He walked out of the bar and started to wander around.

Cut to the desert night.:

Willow and Faith are snuggled up under the tree, their picnic looks like it's been sitting out for hours. Both girls are sleeping, resting in each other's arms. Close on Faith. She begins to stir, and a small moan is heard.

"Mmmmm." She smiled as she stretched, remembering that she was safe in her Willow's arms. She opened her eyes to see that it was just past dusk. Faith sat up.

"Red... Willow, wake up." She ran her hand along the red head's cheek. "Willow, anybody home?"

Faith leaned down and kissed Willow on the forehead firmly. "Wake up sleepy head." This time she placed a soft, but lingering kiss on the red head's lips.

"I'm up, I'm up." Willow looked startled and sat up very quickly.

"It's ok. You're with me." Faith smiled. "I would have just put you in the car and drove us home, but I don't know which way home is since you drove here."

"Yeah- it's really later- we should get back."

"You're a good time Red."

"Thanks." Willow smiled. "I wish we could always do this. Relax with each other. no worries, no fears, no apocalypse."

"Someday Red, someday." Faith got in the passenger's seat and began to play with the radio. Willow finished packing up their things and closed the trunk. She walked around to the front of the car and got in the driver's seat. She thought she heard Faith say something as she was closing the door.

"What?" Willow asked.

"I didn't say anything." Faith said, very confused.

"I said, did you ladies have fun today?" Faith and Willow turned to look at the back seat. They were completely shocked at to who was behind them.

--------------

Cut to Sunnydale cemetery.

Spike is walking around muttering to himself, cigarette in hand.

He hears a noise to his left; thinking it's an evildoer, he attacks. Spike took a swing at the intruder, causing it to fly up into the air and land on its ass.

"Aaaagggggggghhh!" Spike yelled in pain as his chip scolded him for hitting a human.

"Spike, what the hell?"

"What the bloody hell to you too slayer! Next time let a guy know when you're gonna sneak up on him."

"Spike we gotta talk."

"So, you [I]do[/I] remember that kiss last year."

"No, Spike there's something you gotta know."

"You're madly in love with me and can't get enough??"

"Stop it!" Buffy smacked him on the arm. "I'm serious. I need to know something." Spike looked at her baffled.

"Well, what is it?"

"How old are you?"

"You give me a bleeding headache and all you wanna know is how old I am?"

"Just answer the question."

"I dunno. I lost track after a while. Probably been around for a good century and a half."

"I need to know for sure. When were you born?"

"1853"

"It's 2003 now. So you're—a hundred and fifty." Buffy said realizing that it was indeed Spike that was to fulfill the prophecy.

"So, what's the deal, Slayer?"

"There's a phophecy...you have to come back to my house. Giles will fill you in."

---------------------

Cut to the desert.:

We see Faith and Willow looking into the back seat of Xander's car. Both women look taken aback.

"What, I thought this was a girl's day out. I'm a girl, let me in on the fun."

"You're not real." Willow said through clenched teeth.

"Leave us alone." Faith said sternly.

The camera finally lets us see who's sitting there in the back seat. It's The First. This time it has taken the form of Tara.

"I don't see why I should leave I mean- I'm all you think about baby."

"Don't call me that." tears were beginning to form in Willow's eyes.

"When I was alive you betrayed me. You'll betray your friends again. Just like you did when you avenged my death. Only this time there'll be no coming back. Just one taste of that majick and you'll be mine forever. And as for you, firecracker—"The First now took on the form of the Mayor. "As for you, I have a big job for you. Remember all those lovely things I rewarded you with before...the reward will be much greater this time. An eternity—with me, in HELL!" The figure now took on the form of a firey red demon and disappeared with a flash of light.

"Shit! Shit, shit!" Faith yelled, putting her hands on her head.

Willow was crying heavily. Faith was shaking with fear.

"Willow?" Faith looked over at the red head. Willow say up a little and leaned into Faith. the slayer put her arms around the witch and held her tightly.

"Willow, it's ok. We're alone now, just you and me. Let's go home, ok?" Faith wiped the tears from Willow's cheeks with her thumbs.

"Ok." Willow kissed Faith on the lips. "Could you?"

Willow didn't have to say anything else. Faith got out of the car and began to walk around to the driver's side. Willow climbed over the middle console and into the passenger's seat. As she was doing this, she caught a glimpse at the rearview mirror. Instead of her own reflection she saw Tara, smiling back at her.

"Leave me." She whispered.

Willow curled up in the seat, and Faith opened the door, and got in the car.

"Don't fall asleep, tell me how to get home.... Willow?"

"Just drive." The Witch fell fast asleep, and Faith turned the car around, and went back in the direction they came from. She hoped with all her heart, something would get them home safely.

------------------------

Ext. Summers' house.

Buffy and Spike are standing outside talking.

"I can't save the world. I'm not worthy. I just got my bleeding soul back, and now you want me to give it up?"

"I don't want you to, it's your destiny. But I do want you beside me, Spike, fighting the battle till the end. I need you."

"You need me, slayer?"

"I need you." Buffy leaned in and kissed Spike softly on his lips.

"Well, what have we here, a couple o' enemies, gettin' it on."

"What do you care—"Buffy turned to see her mother standing in front of her. "Mom, I—"

"I don't wanna hear it, Buffy, get to your room. You know, it's your fault I'm dead."

"What—how can you say—"Buffy started to get upset.

"Buffy, she's not real."

"If you'd only gotten home sooner, came home from school right away, like I'd asked, I'd still be in your life. But, you little bitch, were probably off having sex with some vampire."

The First (in the form of Joyce) disappeared with a flash and a very creepy, evil laugh.

"Spike..." Buffy whispered through her tears.

"It's ok luv." He wrapped his arms around her, running his fingers through her hair. She laid her head on his chest and began to cry like she'd never cried before.

As the two were standing there on the porch, both very shaken from what had just happened, Xander's car pulled up to the house.

Faith got out of the driver's side and walked up to Buffy and Spike.

"You guys ok?"

"Yeah- she's just a bit spooked.

"What happened?"

"The First. Appeared as her mother."

"Same thing happened to us, appeared as Tara. Willow fell asleep crying. I'm worried about her."

Faith walked back to the car and opened the passenger door. Willow was sleeping soundly, still curled up in a little ball.

"Willow," Faith whispered. "We're home...Let's go inside, get some rest in a comfy bed."

Willow didn't move.

"I'm not carrying you into the house again."

Faith kissed the sleeping redhead on the lips. She still didn't move. Faith kissed her once again, this time the kiss lingered a little. Faith pulled back and saw the red head's cheeks turn close to the color of her hair. This meant she was awake and aware of Faith's presence. Faith kissed Willow's lips again, this time long enough for Willow to kiss her back. Instead of calling her on it, Faith decided to play a little game of her own and began to tease the redhead. She hovered over the witch's lips just enough to make her lean forward, lips pleading for more, but Faith wouldn't give in.

"Alright. You got me." Willow said with a smile. "Kiss me, I give in."

"Nope." Faith smirked. "You gotta work for it."

The slayer stood and ran into the house, the witch wasn't far behind. We see Buffy and Spike, holding each other close, and watching the two women.

"They look so happy." Buffy said monotonously.

Spike just sighed.

V.O. Willow: "That's so not fair. I'll put a spell on you."

V.O. Faith: "That's cheating!"

"Come on, luv. Let's go inside. We'll worry about the baddies in the morning. Best you get some rest."

"You're right. I need to rest." They walked silently into the house.