Cut to: The streets of Sunnydale.

We see Willow walking out of a flower shop with one white lily in her hand.

She appears to be walking aimlessly. Eyes down, shoulders heavy, tearstained cheeks.

Angel –by Sarah McLaughlan

Spend all your time waiting

for that second chance

for a break that would make it okay

there's always one reason

to feel not good enough

and it's hard at the end of the day

Willow arrives at the cemetery. She's walking in the direction of Tara's plot. Willow looked up and froze at what she saw.

I need some distraction

oh a beautiful release

memory seeps from my veins

Faith was sitting in front of Tara's headstone. "I never got to meet you... but you had to be really special. Red... I mean ...Willow, really misses you."

Willow tried not to let Faith know she was standing right there, but she couldn't hold back the sob that was aching its way up through her throat. Faith turned her head, and saw the most beautiful woman she'd ever seen.

let me be empty

and weightless and maybe

I'll find some peace tonight

Faith stood and started to walk away.

so tired of the straight line

and everywhere you turn

there's vultures and thieves at your back

Willow grabbed Faith's arm. "Stay." She whispered as her tears became more evident.

and the storm keeps on twisting

you keep on building the lie

that you make up for all that you lack

it don't make no difference

]escaping one last time

it's easier to believe

Willow fell to her knees. She put her hand up to her face to catch some of the tears.

in this sweet madness

oh this glorious sadness

that brings me to my knees

Faith knelt down next to the red head and took her into a warm embrace. Willow put her arms around Faith as she cried.

in the arms of an angel

fly away from here

]from this dark cold hotel room

and the endlessness that you fear

you are pulled from the wreckage

of your silent reverie

you're in the arms of the angel

]may you find some comfort here

Willow cried for a long time. Her stomach ached from her sobs and her face was red from her tears. Faith held her the whole time, and her shirt was soaked with salty tears. Faith didn't care. She needed to be there for the woman she loved.

"We should get home." Faith whispered.

"Not now, not yet." Willow looked up at the woman holding her. "I just—I'm sorry about earlier. It was stupid of me to come on to you like that."

"No... Willow, it's okay. I should have been more gentle with you."

"I shouldn't have brought it up. I don't think I'm ready to..."

"It's ok. I'm not either."

"You're not?"

"Not that I don't want you, Red, cause you are so sexy...I've never done this whole 'girl' thing. I never looked at someone and felt stuff."

Willow leaned up and kissed Faith on the mouth. Then she put her head back on the slayer's shoulder.

"Can I ask you something?"

"Go for it, Red." Faith looked down at her witch.

"Why'd you come here?"

"I thought you'd be here. And when you weren't, I sat down and just started to spill my guts."

Willow look up at the slayer again, this time with questioning eyes.

"I told her that I was afraid I screwed things up with you. I told her that the reason I turned you down was because you're still in love with her. Willow, you gotta give it time. She was your everything, you said it yourself. After hearing that, I know you could never love me like that. I know you could never love me that way—"Faith stopped mid-sentence. "the way I love you." Faith whispered.

Willow sat silent. Faith confessed her love, and Willow was speechless. The two women sat for a long while. The sun was beginning to go down.

"We should go." Faith whispered.

"You're right."

Faith stood and held out her hand to help red head off the ground.

"I mean you're right about one thing. I'll never love you like I loved Tara. You didn't mess this up...I still want you in my life. I still want to be with you."

Willow took Faith's hand and kissed it softly. Then she pulled the woman in for a hug. Willow kissed Faith's shoulder, her neck and took a second to play with Faith's earlobe. Then ever so quiet Willow whispered, "I love you, Faith."

Willow pulled her head back just enough to meet Faith's eyes. "I love you. I fell for you a long time ago. I was just so afraid to express it. I was so scared that I'd let her go, if I let someone in. But I've let you in, and I think there's room for two, one old, one new. But it doesn't mean I'll love you any less. And—"Faith stopped Willow's babbling with a kiss. She'd heard enough. They stood, in a tight embrace, arms wrapped around their new found love; lips dancing in the moonlight.