Independence By Norwalker

Part 4 of

Summary: What did Willow and Faith discuss in that little car trip from L.A. to Sunnydale in season 7? And what were the consequences? A Willow/ Faith story

Rating: R, Very R

Category: romance/drama/angst

Spoilers: Possible season 7 spoilers. Possible season 4 Angel spoilers. C'mon, you must have seen 'em by now!

Time Line: Mid season 7(after the return of Faith) and beyond

Disclaimer: Joss Whedon , Mutant Enemy and Fox own them.

Warnings: Adult themes, violence, sexual situations between members of the same gender. Please be aware, character death is always a distinct possibility. It can happen here, so don't say I didn't warn you!!! Any racist remarks are spoken by the characters, and are in no way shared by the author. This story is not meant for children.


I never wanted this!

I never wanted to be 'leader'. I never wanted to be a fucking slayer. I just wanted to be left the fuck alone.

I never wanted any of this.

Why the hell did I even come here, anyway? Oh yeah, they needed my help. Well, I sure helped real good, didn't I?

Faith lays quietly on her bed, recovering from the misadventure she and the Proto-slayers had with Caleb. Her body hurts, but not nearly as much as her soul.

Why the hell couldn't Buffy have been a better leader? Why couldn't she have gotten the girls onboard, rather than alienating them and sticking me with being den mother to this rag-tag scout troop come slayers? "Lead them," She says, " Protect them but don't be afraid to lead them!" Christ, what a joke! Who's kidding who here, anyway? I'm no leader … that aint my gig, don't wanna play that set. But what was I gonna do? They kicked Buffy out, even Red and her bratty sister told her to take a hike. And then they turn to me. Like I know what the hell I'm doing. That's a joke. And oh yeah, I had a better idea. Oh yeah, it worked out so good. Let's go in, scope it out, find out the lay of the land, find out what ole Caleb gots to throw at us… then we can plan a real attack.

Dammit shoulda worked! We were just goin' in to scope things out. But that bitch son Caleb was waitin' for us! Shit!

Faith tosses on the bed. She can't rest. She starts to get up, then groans and falls back. She's antsy , on the edge and ready to pop.

So now I got two more killed, don't even know how many hurt. Fucking bomb that bastard had goin'. Shit, Buffy musta been right… Mr. Personality was hidin' somethin' important there… didn't have time to find out what. Two dead… how many more if Buffy hadn't shown up. Yup, yessiree, I sure did swell at my chance at being boss.

But dammit I was right! I know I was. I did it right… how was I supposed to know that prick would booby trap the place? I never shoulda taken the girl scouts in there. I shoulda gone alone. That way, when it went boom, I woulda been the only one got dead. Shit, shit, shit, shit and shit!

Faith senses she's not alone. She looks up and sees Buffy standing in the doorway.

Swell… she's here to gloat. Guess I got it comin'. But really not wanting to hear her say it.

Buffy walks to the end of Faith's bed and stops. She looks hesitant.

" How're you doing?" Buffy asks, quietly.

" Just great, B, " Faith says, lying. " Well, go ahead B. This is your chance. Go for it!"

Buffy looks puzzled. "What're you talking about?" She asks, genuinely puzzled. She walks up beside Faith.

"Aw, c'mon B, you know you been jonesing to tell me what a fuck-up I am since I got here, " Faith says, " Here's your chance!"

"Ok, again, what're you talking about?" Buffy asks.

" I fucked up, B. Don't sugar coat it. I screwed up big time!" Faith says, turning away.

Buffy's brow furrows. She reaches out, laying a hand on Faith's shoulder. Faith shrugs it off.

"Faith, you didn't 'fuck up' " Buffy says, ignoring the rejection, " You did what you had to."

"Yeah… great… tell that to the girls out there, " Faith says, " that'll sure make it all better."

"It's not about making it all better, Faith, " Buffy says, " it's not a popularity contest. We're at war. Sometimes you've got to make the tough choices. People aren't gonna love you for doin' it , either. And like any war, people are gonna die. Stupid, senseless deaths in a stupid, senseless war." Buffy's voice has a hard, bitter edge to it.

Faith turns towards Buffy. " You know, I envied you," Faith says.

Buffy raises a brow, but doesn't respond.

" I mean, I saw what you had, and I wanted it. The friends, the family, the whole thing. I wanted that. Thing is, at the end of the day, no matter what, you're all alone it in, aren't you?" Faith states.

Buffy nods.

" So, maybe that's the deal. Maybe that's why we never got along too good. Cuz there's only supposed to be one of us." Faith says.

" Yeah… and there's that you going all evil and trying to kill us all" Buffy interjects, a small grin on her face.

"Yeah, there's that, " Faith agrees, a small grin playing on her lips, " you're never gonna let that go, are ya?"

" Would you?" Buffy asks.

" Good point" Faith responds.

"Hey, I got somethin' I wanna show you," Buffy says, "Stay here."

" Not goin' anywhere, B, " Faith says, " Ever" She says low, almost under her breath.

"Faith?" Buffy says, " They'll get over it. Trust me". Buffy turns and leaves

" Not gonna hold my breath waitin', " Faith says mostly to herself.

While Buffy is gone, Faith takes the opportunity to inspect her wounds. Besides some nasty cuts and bruises, not too bad…except may a cracked rib. What the fuck… not like I haven't worked in pain before.

I think I let Red down, too. I know she was expectin' me to cover Buffy's ouster better. Well, why the hell should I, anyway? I mean… not like I wanted the gig. I did everything I could. But c'mon, these aren't fighters here… there a buncha scared little girls who are thrown in the line of fire. What the hell does she expect from me, anyway? Miracles? I mean, B's the cheerleader , ya know? If she couldn't get them all rah-rah and in line, what'd she think I could do? Betcha she's thinkin' right now how much she regrets askin' me to come to Sunnyhell. Probably talkin' it over with her little girlfriend right now, what a boner she made. I know Kenny's makin a deal outta it. God, that bitch is getting under my skin. Who the fuck she think she is, anyway?

God, when I was settin' up this little plan, she did nothin but question and make rude remarks, makin' like I was some kinda dork. Like I didn't know shit. Yeah, she's so experienced. What the hell is her problem, anyway? Dunno, I asked her that, in private, and she just got this blank look on her face, like she's not getting it. But she's getting it alright. I saw the look in her eyes. Man, somethin' about me's peein' her off good. Just wonder what?

Why the hell do I give a rat's ass, anyway?

Buffy walks in, carrying the Scythe. She hands it to Faith.

Faith looks it over, and is in love. She does a couple of test swings with it, and it just feels… so right.

" Wow, wicked cool" Faith says, in awe, " this could do some serious damage!".

" Yeah, I used it on some Turok-Han. It cuts through them like butter" Buffy says, smiling.

"Where'd ya get it, B?" Faith asks, reluctant to give it back.

" Actually, it was at Caleb's. From what I could piece together from Spike, Caleb stole it from some monks up north," Buffy pauses, thinking, " I know he wasn't too happy about me takin' it".

"Think this is what he was all fussed up about? Trying to keep it from us?" Faith says, still looking over the blade.

" Yeah, I'm pretty sure it is ," Buffy replies, noticing Faith's fascination with the Scythe. " So, do you feel it?" She asks.

" Oh yeah… it feels powerful… and old… and like… it's mine" Faith says. She hands it to Buffy, reluctantly, " I'm guessin' that means it's yours"

" It belongs to the slayer, " Buffy says, holding it for a second.

" Slayer in charge. Thinking that's you" Faith responds.

"I really don't know. Does it matter?" Buffy asks, giving Faith a sidelong glance.

"Not to me," Faith says, " I'm just here to kick some demon ass. That's all".

" Look, Faith?" Buffy says, " I know it wasn't you".

"Wasn't me what?" Faith asks

" The whole thing," Buffy says, vaguely, " you know… the … change in leadership thing".

" Believe me, that's the last thing I wanted, " Faith says, " I just wanted you to think about it before rushing head on into it".

"Yeah, well, I got all wrapped up in it, I know, " Buffy says, " I… I'm not gonna say it didn't hurt, but it was a good thing, too. It gave me some time to clear my head, see things more … rationally."

" Yeah, well… whatever" Faith says, turning away.

"Faith?" Buffy says.

" You still here?" Faith asks.

Buffy sighs. God, once, for once couldn't she make this easy?

" Look, Faith, " Buffy says, " It's not gonna get easier… and I need your help."

Faith looks suspiciously at her.

" I know we've not gotten along very well… ok, not at all… but… at least for this… we could try not getting at each other?" Buffy says, " I mean, I'm not talking friends here… just so we can trust each other. "

"Yeah sure, why not? " Faith says, shrugging, " I know I'll fight better if I don't have to worry you're gonna shove another knife into my gut."

Buffy rolls her eyes, asking silently Why me?

" Ok, Faith, I get it. You can put down the sledgehammer now. Touché!" Buffy says. " So, seriously, we ok now?"

" Yeah, " Faith says.

There's a pause.

" We're not gonna like hug now or somethin', are we?" Faith asks.

" No… really don't think so, " Buffy says, relieved.

" Good, cause I'd like to get some rest now" Faith says, also relieved.

" Ok then, " Buffy says, " When'll you be ready to start training again?"

" Geeze, I just got blown up. Think I can take the rest of the day off?" Faith complains.

" Yeah…fine. Tomorrow then" Buffy says. She turns to leave.

" B?" Faith calls out. Buffy turns around. " Thanks"

" Whatever," Buffy says, waving her hand dismissively. She leaves.


Unbeknownst to the chosen two, a third party has been privy to at least the last part of their conversation. She was passing in the hallway, and overheard them talking. A little smile plays over Willow's lips. Maybe they can work together without killing each other, She thinks to herself. Hearing Buffy coming out, she retreats back.

Maybe we'll make it through this yet. As Willow walks towards Faith's door, she senses something. So, she hangs back, just a little, and looks in. Faith is sitting on the bed, facing away from the door. By the way her shoulders are slumped, Willow can tell that the bravado Faith showed Buffy has left her. Willow doesn't hear a sound, but she sees Faith shaking, and realizes she's crying. She backs off, to give her some privacy.

Willow leans against the wall, thinking about what she's seen. This is the first time she's ever seen Faith show that kind of emotion. She's taking it so hard… and I know she's blaming herself. Willow can feel her own emotions well up. She wishes she could go in and comfort Faith, but knows she would just reject it, pretend it wasn't happening. She puts on this shell.. this ' I don't give a crap' persona… but she feels things… deeply. God, I wonder how many times way back did she feel stuff she wouldn't or couldn't admit to? Willow realizes she's seeing parts of Faith she's never seen before…maybe things she never looked for before. I always wrote her off as being a psycho-bitch slut with no feelings, just out to get whatever she could. I believed that image she spun, never for a moment thinking there was more to see. Maybe I was afraid to look deeper. Afraid I would be disloyal to Buffy. So I just accepted what I saw, and didn't try any harder. Willow's brow furrows. I never gave her a chance. She feels a little guilt. Maybe just a tiny bit of jealousy there too.

What Willow is beginning to realize is that her feelings for Faith are changing. Not so long ago she would've written Faith off as bad news. But she's been watching Faith since she got here, and Faith is not the same woman she was 3 years ago… not close. Oh yeah, she still does things her own way, still has that wild streak in her that's so attractive… I mean, unpredictable. But she cares now. I mean, ok, not so much the huggy-touchy-feely roses and puppies type, but I've seen her around the girls. She genuinely cares about them… what scares them, who they are, all that. More than Buffy, even. Ok, maybe not more, but different. And the girls respond to it. I see her actually responding back… like it's important to her. And crying? No way, never would've believed that if I hadn't seen it. But even though she's hiding it, it's the second time I've seen her vulnerable. That's so not what I would've seen off of Faith before. She's changed, and I'm thinking I'm liking it. Willow realizes that she's beginning to trust Faith. She's not sure how she feels about that.

Kennedy walks down the hallway and sees Willow leaning against the wall.

" Hey, Will, whatcha doing?" She asks, noticing Willow's distracted air. She also notices that Willow is close to Faith's room. For a brief moment her lips tighten, and her eyes narrow.

" Just trying to get a moment alone, " Willow says, caught off-guard, " You know how it is around here". She smiles at Kennedy.

"Here, in the middle of the hallway? Where about every girl passes dozens of times a day?" Kennedy asks.

"Well, hey, " Willow responds, cagily, " I like this place. It's … really peaceful for me. I … can really concentrate here, you know?" She closes her eyes and raises her hands, her thumbs and forefingers togethers. She chants a small " Ohm" , " See? Really meditation-y spot for me".

Kennedy looks at her like she's gone crazy, " Uh-huh", she says, her suspicions flying all over the place, " it doesn't have to do with a certain slayer in the next room….?" She asks.

" Huh, what? Slayer? What slayer? I don't know what you mean" Willow says, " Oh. Faith. No. It has nothing to do with her. Just like this spot".

" Uh-huh" Kennedy responds, not buying this, " So how come you're spot just happens to be outside her room? And why're you acting so weird?"

" Weird? Not acting weird!" Willow declares, " Well, ok, I'm a little worried about her. I mean, she got hurt and all…"

" Faith fucked up, Wills, " Kennedy says, harshly," She led us into a trap, and got some of the girls killed, and a lot of the others majorly wounded. So, personally, not so worried about her!".

"Kinda harsh, don't you think?" Willow responds, " I mean, do you think she meant to do that? How was she supposed to know Caleb was waiting with a trap!".

" It's her job to know. She was the leader. She should've figured it out!" Kennedy replies, " Instead, she …."

" She what?" Faith's voice comes from her doorway. She's standing there, arms folded over her chest. " She what, Kenny?"

Willow and Kennedy both look at Faith, surprised, and in Kennedy's case, with a little guilt. Faith focuses her gaze on Kennedy.

" C'mon, Kenny. You seemed ready to say something about me to Willow. More than ready to talk behind my back. Well, here's your chance to say it to my face. What's your deal, Kenny? What's your trauma?" Faith looks at her, eyebrow cocked.

" Faith, I'm sure she didn't mean anything…" Willow tries to defend Kennedy, but Faith cuts her off.

" No, Red, she meant. Let her speak for herself, " Faith says.

" You acted just like Buffy, " Kennedy blurts out, " I thought things were gonna be different!"

" Different? Really, how?" Faith asks," You thought maybe… oh… you were gonna be in charge?"

Kennedy flushes red.

" Yeah, thought so." Faith says dismissively, " You , and Rona, and a few of the other girls seem big on criticizing , but really kinda empty on suggestions. What exactly are you're creds, Ken-Doll?" Faith says, sarcastically, knowing that nickname irks Kennedy, " exactly how many vampires have you killed before coming here? How many demons? Matter of fact, besides training, what DID you fight before coming here? Except maybe the agony of acne?"

"Yeah, well, what makes you so special?" Kennedy retorts, " some second string Slayer with a prison record?"

" Kennedy, that's enough!" Willow interjects.

" And yet you and your buddies made me you're leader, " Faith says, quietly.

" What're you standing up for her for, anyway?" Kennedy turns on Willow, "She's not better than Buffy. She didn't listen to anything we had to say, she just decided everything and forced us to go along."

" Someone put a gun to your head, Ken-doll?" Faith says, acidly, " seems you were pretty gung ho to get onboard!".

" Yeah, well, I didn't know there'd be a trap waiting at the other end, " Kenny says, defensively.

" And neither did I !" Faith replies, " I don't have psychic powers, girl. No way to know what was at the other end. That was why we went in. To find out."

" And that worked out so well, " Kennedy says, her tone sarcastic," of course, what does it mean to you, anyway? I mean more of the girls dying? What's your kill count up to now, Faith?"

Faith flushes red, and she balls her fist. She'd love to punch this little bitch into the wall, but holds her temper in check… barely.

Kennedy feels a slap… from an unexpected source. She turns and sees Willow looking at her, white with anger.

" How dare you!" Willow says, her voice beyond angry.

"What? I… " Kennedy stutters, shocked and confused.

" You ungrateful little… " Willow swallows the word she wants to say, "… idiot. The only reason ANY of you are alive is because of Buffy's and Faith's efforts. They've been doing their best to protect you, and believe me it hasn't been easy. Do you have ANY idea what their up against? What they've sacrificed to take care of you? And you dare come up here and act like some spoiled brat, accusing Faith of …." Willow turns, her face red. " Get out of here. Just get out!"

" Red, calm down. It's alright. Let her say what she's gotta say, " Faith starts to reach out to Willow. Kennedy moves between them, blocking Faith.

" Get your hand off her, you … murdering bitch!" Kennedy says, " Why don't you just leave? We don't need you around here!"

Faith's face hardens. Her jaw is tight as an over tuned guitar string. Her fists are balled so tightly, she's digging into her palms with her nails. She looks like she wants to put Kennedy through the wall. Instead, she turns on her heel, goes into her room, and slams the door, hard.

" Good riddance, bitch" Kennedy says, turning to Willow. She steps back a pace when she sees the expression on Willow's face.

"What?" Kennedy asks, not understanding.

" What the hell is your problem ?!" Willow says, her tone frosty." Why'd you call her that?"

"What?" Kennedy says, shocked, " You're defending her? She's some psycho slayer jailbird! Everybody knows why she was in prison… it's not like it's a secret. Why're you sticking up for her?"

" I guess you haven't been listening, " Willow spits, angrily, " Why does that surprise me? You're damned lucky you've had the slayers watching over you. Get this through that … rock you call a head. IF NOT FOR THEM, YOU'D BE DEAD. Is that so hard to understand?" Willow barks, " but no, you don't get it. That's what pees me off. You're nineteen, the oldest of the slayers –in – training. Yet you act like a spoiled brat. You act like Faith is all happy about what happened. You …." Willow again bites her tongue, " You've got no idea what she's going through. All you can do is attack her. And Buffy. Why IS that, Kennedy? Are you so… stupid that you think you could even do half as well?"

" Well, I sure as hell wouldn't be sitting her on my butt, waiting for the First to pick us off, one by one" Kennedy says, angrily.

" Oh, I see. Ok, tell me, what's your plan then, Kenny?" Willow asks, " C'mon, you've got all the answers. Spill it!"

Kennedy stares at her intently, but doesn't say anything.

" C'mon Kenny, you've got all the answers. Share you're wisdom!" Willow says, " please. I'm waiting with baited breath!" Kennedy remains silent, " Yeah, that's what I thought, " Willow says, her tone disgusted, " How many apocalypses have you faced again?" Willow waits for an answer that's not coming. "Well, this is my seventh. Know what? I still haven't a clue how to defeat the First. Buffy and Faith are light years ahead of you, but this is the biggest thing any of us have faced. We're doing our best, but it's really not easy. And you're so not making it easier. So, again, tell me. What makes you think you can do better?"

Kennedy, blushing, looks down.

Willow reaches out, and lifts Kennedy's chin, " Look. I'm sorry I got angry with you, but no one is 'slacking' here, especially Buffy and Faith. So try to use that intelligence I know you've got, and stop making it so difficult for everyone. Ok?"

Kennedy nods curtly. Her face is still defiant. Willow senses more.

" Ok, what is it? Why're you so down on Faith now?" Willow asks, probing, " I mean, you were pretty jazzed about her being in charge". Kennedy starts to speak, but Willow holds up her hand, " The real reason."

Kennedy looks at Willow, as if she wants to say something… but then decides not to. She turns and storms off, downstairs.

Willow starts after her, then stops. Useless to try to get her to talk now. Just let her cool down, Will. We'll straighten this out later. She walks to Faith's door, and knocks softly.

" Go away. I'm sleeping!" Faith calls brusquely through the door.

" Faith, it's me… Willow" Willow responds, " Can I come in?"

There's a long pause. So long, in fact, that Willow thinks Faith didn't hear her, and is ready to knock again.

" Ok, whatever… come in" Faith calls out.

Willow walks into the room. Faith is lying on the bed, her back to the door. Willow stands for a moment, watching Faith, trying to scope out her mood. What she wants to do is try to comfort Faith, let her know it wasn't her fault. She knows she's hurting badly, despite the rough and tough exterior. This is my fault. She didn't want to be here, I talked her into it. I gotta help her, somehow. But Willow knows there's more to it than that. I don't like seeing her hurting. I can't believe this, but it hurts to see her hurting. I guess my feelings towards her really have changed. Once upon a time I would've loved seeing her hurt. But I know if I go " there, there, it's gonna be ok, you didn't fuck up…" she's just gonna withdraw. Willow stands there thinking about it. Trying to come up with something that'll draw Faith out.

" So… ummm… you gonna say somthin', or were you just planning on staring at me?" Faith interrupts her thoughts.

Willow, startled, notices that Faith's rolled over and facing her now, smirking. I wish sometimes she'd just drop that damned wiseass smirk! Willow thinks.

" Hey… I just came in to apologize about Kennedy. I mean… ummm… well… she's young, she doesn't do much in the deep thinking department. She really had no right to say those things she did", Willow says.

" Yeah, well… she's probably only sayin' what everybody's thinkin', ya know?" Faith says, " 'Faith fucked up. Faith's a bitch, Faith's nothin' but a sleazy lil slut jailbird, and why'd we ever listen to her'. Sound about right?" Faith asks, not expecting an answer, so goes on, " She's gotta right to think whatever she's gonna. Not like I'm lookin' to win Prom Queen here or nothin'. Don't give a rat's ass," Faith says, dismissively. Her voice tightens, " You can tell Ken-doll though, next time she calls me names , I'm gonna put her face in the wall… you there, or not!".

" I noticed you held yourself back. Thanks for that, " Willow says, " If it helps any, I think she's pretty pissed at me, too."

" Yeah, well, the girl's not big in the maturity department, " Faith says, " just go make nice with her. She'll get over it."

Willow shrugs, " Maybe. We'll see."

There's a pause… a long pause filled with an uncomfortable silence.

" Look, she still didn't have a right to say those things, " Willow insists.

" Look, Red, I didn't come here to be no leader. Wasn't my choice, as I remember, " Faith says, a tiny edge of bitterness in her voice, " I did it, but right now? I'd just kinda like to forget it. Buffy's back, she can play general again. Me, I'm just a grunt, plan on staying that way. That's what I signed up for."

" Faith, you can't just…." Willow starts, and is cut off.

" The hell I can't, Red. Den mother aint my gig. I'm strictly muscle. Gimme a sword, point me at the baddie, and I go" Faith says, " that's it."

"Things haven't changed, Faith. Buffy needs you." Willow says, " She's back in charge, sure, but she can't do it all alone. She needs more than muscle," Willow persists, " the girls are just hurting right now. Give it a little time, they'll come around, and see that it wasn't you fault. You're too … talented and knowledgeable about fighting to just retreat. They still need a trainer… and Buffy can't do it all."

" Look, didn't say I was gonna sit on my ass. Buffy already has me scheduled to start training the girl scouts again tomorrow. So don't get worried, ok? They wanna learn, fine. If not… well… I can't force them, " Faith says, " It's all kinda pointless, anyway." Faith says. She rolls over, her back turned to Willow.

" Pointless?" Willow says.

" You gotta know we got like less than dog's chance of winning this" Faith says, over her shoulder." We can't even knock out that crazy preacher guy. What chance we got against his boss?"

" So you're giving up?" Willow says, incredulous, " You're done? Why're you still here, then?"

" Cuz I promised, " Faith says, sitting up. She stands and walks over to Willow, staring her in the eye. " I said I'd stick, and I will. I made you that promise. But I'm just being practical." Faith continues to stare at her, and Willow is becoming very uncomfortable. She finally lowers her eyes.

" Look, you don't have to stay if that's how you feel, " Willow says, " I won't hold you to it."

Faith reaches out, and raises Willow's chin, so she's looking her in the eye again, " I made a promise, Red, " She says, softly, " I'm not the same woman I was."

They stand there for a minute, each looking intently into the other's eyes. There's something there, definitely something. But Faith breaks the mood by turning away, and going back to the bed.

" So, if we're done here, I'd kinda like to be left alone, " Faith says, " Feelin' kinda punk". She lays down, staring at the ceiling, as if Willow's already gone.

Willow stands there, looking at her. She's losing her, and she knows it. And that brief eye contact told her, there's something there that she doesn't want to lose. A hell of a lot that Willow doesn't know about her… and is beginning to want to. But she's gotta get her outta this shell she's building.

An idea occurs to Willow… it's rather radical, but maybe…

" Faith?" Willow says, trying to get her attention again.

Faith sighs, and looks over." What?" her voice is weary to death.

"I wanted to ask you a favor, " Willow says, quietly.

" Ok, ok, I won't make Ken-doll's face a punching bag, I promise" Faith says, going back to staring at the ceiling.

" No… that's not it… but thanks, " Willow says.

" Red, I'm not feelin' so great. So, just get to it, and quit fucking around, ok?" Faith says, a little harshly.

" I hate to ask," Willow says, brushing off the harsh tone, " But … well… I kinda want to go visit Tara's grave… and I kinda don't like going alone."

Faith looks over, her expression unreadable, " What?" she asks, puzzled.

" Just… when I go alone… all the bad stuff comes back up… all the darkness," Willow says, truthfully enough.

" So? Ask B… or Kenny… I'm sure they …." Faith is cut off by Willow.
" No… I mean… I could, but they… they don't get it, ok?" Willow says, " They haven't been there… they don't understand what it's like. I know you have…" Willow hesitates, " I'm kinda hoping you'll anchor me… so nothing bad happens."

" Bad… like what bad?" Faith asks, puzzled, but interested.

" Faith, " Willow says, " that darkness… that stuff I went through… it's still here…inside. That's kinda why I'm scared of using my magic. I'm… afraid it'll come out again, " Willow says, her tone genuinely fearful, " I couldn't… be like that again. And… when I go to Tara's grave… I was there , right there, when she was shot … her blood … oh god, it splashed right on me, Faith!" Willow goes a little white, remembering, " I miss her so much, I … I need to visit her, so to speak. But I'm afraid too… do you see?".

" Yeah, I get it, Red, " Faith nods. " You want someone to hold your hand, and punch you down if you get all veiny again"

Willow nods, but remains silent.

Faith, looking at Willow, sees her pain. For some reason, she wants to help. I gotta be a sucker or somethin' to buy this

" Ok, Red, fine. We'll go. When?" Faith asks, " Not right now, I'm hopin. Not feeling much like headstones right now".

" No… not now… around sunset?" Willow asks, " I kinda… well, it's feels better then".

Faith looks at her.

" Sunset? In a graveyard? In Sunnyhell?" Faith asks, " You like livin' on the edge, dontcha?"

Willow looks puzzled.

" Vamps, girl. Just deliver up the evenin' meal, why don't ya?" Faith says.

" Hasn't been much vamp activity lately… at least, that's what Buffy's tells me" Willow replies.

"Fine, whatever. Sunset, then" Faith shakes her head at the craziness of the plan.

" Thanks, Faith, " Willow says, genuinely grateful, " it means a lot to me."

" Right," Faith replies, " Now gonna take a nap, ok? Not kidding about feelin' crappy."

" Ok" Willow says, quietly. She leaves Faith staring at the ceiling.

What am I doing? This is insane! But maybe…. It'll help.

Willow walks downstairs, lost in her thoughts.


The sun begins to set in Sunnydale, refracting off the low clouds on the horizon. A light show of gold and red is created in the sky, which looks to be on fire. Down below the light begins to play funny tricks, the shadows lengthening, the light taking on a strangely melancholy mood, as if regretting that it's hold is near done for the day.

Faith paces impatiently by the gates of Restfield cemetery. Her face, with its edgy frown and knitted brows, shows clearly she doesn't want to be here.

Where the hell is Red, anyway? I mean, does she think I'm gonna cool my heels here all night waitin' for her? Ok, I get she didn't want to leave with me… get Ken-doll all snappy and jealous again. Fine. But how long does it take to get from Buffy's house to here, anyway? God, I got here in five minutes, and been waiting half an hour!

What's her deal, anyway? C'mon, Red, you don't think I really fell for that " Oh, I need someone to hold my hand at the cemetery" crap, do you? I know you're up to somethin', got somethin' cookin' in that brain of yours. Probably tryin to make me feel like I mean somethin', make me feel better.

Well, get it through your head, Red, that I'm really not needing this. You got me confused with someone who gives a damn. I don't. Ok, I screwed up. Big whoop. Like that's never ever happened before, right? So all of a sudden I'm supposed to be like all broken up over some casualties? Like these little girls pretending to be slayers mean squat to me? I think ya got me mixed up with Blondie, Red. Don't mean jack to me. I didn't want the 'leader' gig, so I'm so not responsible when it all goes blewy. I did my best, and if anyone don't like it, well tough tits. I'm here to do a job, not to win the popularity prize. Never asked for it, never wanted it, and frankly, ya got what you paid for. Nothin' for nothin'.

So get this straight, Red. I'm here to get ya off my back, outta my biz, and to leave me the fuck alone. I don't need you're help, I don't need…

But even she isn't buying her tough act. She kinda lean-slides down the wall of the cemetery, her hand clasped over her face as if she had a headache… but that's not where it's hurting.

She is hurting. She can't stop thinking about how she fucked up, and she's hating that she gives a damn. Hating that it matters to her that she got some SiT's killed, that others were really wounded, and it's all her fault. All her fault, and some nice platitudes by Willow isn't gonna make the boo-boo go away. For one brief, dark moment she curses Angel for bringing her back from her dark place; back to a world where she feels and cares. Right now she'd give anything not to feel, not to care. She almost longs for that numbness she once carried around. It kept the pain away, at least. She pushes herself to her feet.

Well, screw this. I'm not waitin' here anymore like some stupid…

" Faith! Faith!" Willow calls, from a distance, running towards the gate.

Maybe it's the way the light plays on her, or the tone in her voice, or something else that Faith can't rationalize or even realize, but something breaks in her. Some wall she's carefully built comes tumbling down. Maybe it's not one thing, but an accumulation of a lot of little things. She doesn't know, but she does know something has changed. In this little moment, something has changed inside her. For the briefest moment, as Willow is running towards her, the rest of the world fades away, and she only sees Willow. As if nothing else existed for her.

It's too fast, too scary, and she can't deal with it. So she falls back on her old tricks, and stamps it down ruthlessly, hoping if she ignores it, it'll go away.

Yeah, like that ever works.

" Faith, " Willow, a little out of breath, wheezes," Sorry I'm so late. I had to get some things, and I … sorry". She sees the look on Faith's face, and is a little taken aback.

"Whatever, " Faith says, a little distant, " Let's just do what you came here to do, and get done with it, ok?"

" Ok, " Willow says, uncertainly, " are you ok?" Willow senses something amiss in Faith, more than even the blues she's had. She can tell Faith's trying to throw up a wall.

" Yeah, five by five, Red. Just peaches, " Faith says, her tone a bit tense, " just wishin' your timing for this little outing had been earlier… or another day."

" Faith, if you want to go, then go," Willow says, " I guess I can do this alone. Don't want to force make you come if you don't want to."

" Naw, Red, I'm here, ok?" Faith says, brusquely, " anyway not leaving you out here alone to be eaten by any night creepy-crawlies. Let's just go". Faith starts to walk off.

"Faith, where are you going?" Willow asks, not able to hide all the concern in her voice.

" Huh?" Faith asks, then realizes she doesn't have a clue where she's going. " Sorry, habit I guess" She stops, waiting for Willow.

Willow catches up to her, gently takes her arm, and leads her in another direction.

They walk silently , side by side. Willow watches Faith out of the corner of her eye, trying to read her mood. But she can only get that her mind seems to be elsewhere. The one thing she can sense is that Faith is uncomfortable with Willows arm in hers, so Willow lets go, and just walks quietly beside her. Sometimes I wish I could just walk in your head, Faith, Willow thinks, glancing over at the woman walking beside her. Wish I could get a clue as to what makes you go. We seem to get a bit closer, then you draw away. It makes me nuts!

As they approach Tara's grave, Willow can feel Faith's tension increasing. It occurs to Willow that perhaps Faith's unease is because of the place, and not the situation. Maybe cuz she has to deal with death all the time, it wigs her being here. Damn, Will, can you get more stupid! She's afraid of death… her death! What the heck was I thinking ,bringing her here? Knowing it's too late to change things now, Willow's determined to finish this as soon as possible. When they reach the grave, Faith hangs back, standing a few feet from the foot of Tara's grave. Willow continues on, and takes a small, smooth stone from her pocket. She places it on Tara's headstone, along with a talisman representing happiness and peace, and a few other items. She kneels by the headstone, tracing her finger over the lettering.

Tara Maclay

1980-2002

Beloved Friend

And cherished lover

" You're my girl. My everything"

We miss you

As she kneels by the stone, all the emotions, the pain and the grief she felt that day… that horrible day… comes back to her, strong as ever. She feels the shock and horror of seeing Tara's life splatter red on her blouse. She feels again the wrenching pain as she realizes her love, her one life love, is wrenched from her again, this time forever. She feels the anger coursing through her blood, and in that anger she feels the darkness wrap around her heart. A year later, it seems as if it happened just hours ago. The ache in her heart burns like fire, the grief and loss flows through her blood like acid. And behind it all is the darkness, the angry vengeance that took her soul, and twisted it, driving her to destroy the man who took Tara from her, to try to destroy her friends, and ultimately the world. Even now it tickles at the back of her mind, seeking entrance .

She sees through its eyes the face of the man she murdered. She sees the fear in his eyes, the horror in the brief moment he realized his imminent death. She can hear his scream as she flayed the skin from his body, and again feel the twisted joy that enraptured her at that moment. She is filled with revulsion and self loathing, because it's hollow. It means nothing, except pain and fear. Fear of herself, fear of losing control. The worst is the raw icy fingers of guilt that play down her spine. She realizes that she was no better than the animal that killed Tara, worse in some ways because she knew better, and decided… chose to take the dark path.

She doesn't realize she's sobbing until a pair of hands descend onto her shoulders. She turns, feeling the tears coursing down her cheeks, and sees Faith, her expression softened, holding her shoulders, trying to lend some small comfort. Impulsively, not even thinking about it, she leans in and clings tightly to Faith, her body shuddering with the remorse, guilt and grief that steamrolls through her. Faith says nothing, just holds her, stroking her hair and rubbing her back. Yet the simple act of compassion says more than a thousand words, and Willow feels a gratitude beyond words.

Willow clings for a moment longer, laying her head on Faith's shoulder, taking comfort from her arms and small touches. She berates herself because this wasn't how it was supposed to be. All her grand and elegant plans to make it better for Faith have gone up in smoke. This is wrong, all wrong, I brought her here to give her comfort, to make her realize she's necessary and vital. That's she's important. Instead she winds up comforting me, and… that's not what I wanted. She starts to break away, but stops. She finds she doesn't want to break away. It feels good here, to be held, cared about… again. Then she does break away, because guilt sets in. It feels wrong somehow. She stands, brushing off some imaginary dirt on her jeans, then walks a few feet away from Faith.

" I'm sorry, I get… sorry", Willow says, not turning around, not wanting to look at Faith.

Faith stands, looking at her back. " It's alright, I get it. You loved her… a lot" Faith says, quietly. She feels a bit of envy and sorrow, because she knows no one has ever felt about her the way Willow obviously still feels about Tara. It's not what I wanted. I didn't wanna be tied down to nothin'.

They stand a few moments, silently, neither talking to the other. It's an embarrassed silence, neither knows what to say. Finally Willow turns around, and sees Faith looking at her, looking as confused as Willow feels. They stare at each other for a moment, a moment that seems to last forever.

" Look, ummm… Red… maybe you just need some alone time here… I'll be over there" Faith points towards the crypt a few yards away, " If ya need me".

"Actually, Faith," Willow says, approaching her, " I really… well, I'd rather… just stay, ok?" Her expression is pleading.

" Yeah, ok, Red. Whatever." Faith says, standing awkwardly at the foot of Tara's grave.

Willow comes over and takes her hand, leading her towards the headstone. Faith follows, a bit confused, but compliant. They sit by Tara's headstone, and Willow goes digging through her purse. She pulls out what looks like a home made cigarette. Faith looks at it, then at Willow…then back at it again. A small, knowing grin appears on her lips.

"Red… is that what I think it is ?" Faith asks.

" If you're thinking joint, you're thinking right" Willow says, taking a lighter out of her purse.

" Gotta say I'm impressed, Red… and damned surprised" Faith says, astonished, " never figured you to be the smokin' type".

" Yeah, well… lots of things about me you don't know, Faith" Willow says, lighting the joint. She takes a deep hit, and passes it to Faith.

Faith accepts the joint, giving Willow a sidelong glance. She sees Willow letting the smoke out of her mouth, and breathing it back up her nose. Damn this girl is just full of little surprises. She takes a hit, and passes the joint back to Willow. She feels the first tiny little buzz hitting her, as the smoke slowly escapes from her lungs.

" Nice shit, Red. Real smooth" Faith says, her grin widening." So, does B know you smoke dope?"

Willow, taken unawares by the question, giggles, then chokes a little as she's still got smoke in her lungs. " Buffy? God, no! She'd have a purple cow if she knew. I can so hear her lecturing me on the evils of marijuana. She'd boot my ass outta the house, thinking I'd be corrupting her innocent young Dawn with the smokin', " Willow giggles, " though it surely wouldn't hurt Buffy to do a joint now and then. Maybe she'd unwind that corkscrew she's got up her butt." Willow realizes she said that out loud, and blushes.

Faith laughs, nearly dropping the joint, " Red, I'm shocked! I never woulda thought you'd say that about B" she takes a hit, and passes back the joint, " Not that I'm disagreein' with you".

" C'mon, Faith. Buffy's more uptight than a cat at a dog show, " Willow says, taking another hit. She sits for a minute, just enjoying the buzz. " Don't know if the pot would be enough, though. Thinkin' she need to get laid, too". Willow passes the joint to Faith.

Faith, in the middle of her hit, nearly coughs the smoke out, " God, Willow, " she rasps, doing a double take of the red-headed witch, " You get evil when you smoke, "Faith shakes her head, sagely. She passes the joint to her other hand, "Thinkin' I should cut you off!"

" Hey… HEY!" Willow says, crawling over Faith trying to reach the joint, " Who died and made you my mommy?" She stands up, and swipes the joint out of Faith's fingers, " God, isn't one Sheila Rosenberg enough?" She takes a hit.

Faith grows silent, thinking about her own mother. How strained their relationship had grown… all the bad stuff that came between them before she died. Her buzz dies a swift death, and she gets just a little cranky.

" Trust me, buzzkill, I don't wanna be your mommy. Don't wanna be anybody's mommy" Faith says, grumpily. She stands up, feeling a little shaky, and brushes herself off. " Do whatever the fuck ya want, Red, " Faith says, walking away.

"Aw, Faith" Willow calls out, following her, " Hey, Faith… c'mon, I was only like joking…c'mon, don't leave!" Willow trots after her, feeling a little unsteady.

Faith keeps walking, not acknowledging Willow at all. Willow puts on a little speed, catching up. She grabs Faith's arm.

" C'mon, don't be that way. I'm sorry, 'k?" Willow says, " Why're you so touchy all the time?"

Why won't this bitch just leave me alone? Faith thinks, shaking off Willow's arm. She starts to walk away again, but Willow slithers around in front of her, blocking her way. " Get outta my way, Red, " Faith growls, tired of the game. Willow stands, her face setting into resolve mode. She crosses her arms over her chest.

" Or what? Whatcha gonna do, huh? Punch me, Faith?" Willow says, defiantly.

" Really thinkin' about it right now, " Faith says, her tone threatening. But instead, she just shoves Willow aside and starts walking away. She gets about half a dozen steps when she feels someone tackle her. Not expecting it, she goes down hard, her breath whooshing out.

" Stop walkin' away from me, Faith!" Willow commands, straddling Faith's back and pushing down on her shoulders, " Not done talkin' to you yet!".

" You don't wanna do this" Faith grumbles, her tone low and surly.

" Oh, don't I?" Willow says, sarcastically, " How'd you know what I want or don't want? You're always walkin' away from everything".

" Fuck you, Red!" Faith says. She pushes up suddenly, taking Willow by surprise, causing her to tumble off Faiths' back. Faith stands up, and turns to the now prone Willow, looking down on her. " Why don't you just go back to your girlfriend and leave me the fuck alone!" She turns and starts to walk away.

"Faith" Willow calls out, plaintively. Faith stops, her whole body attitude saying ' impatient'. " Why do you do this? All I want is to talk to you, try to understand you better. Why won't you talk to me?" Willow sounds hurt and defeated.

" Don't you get it yet, Red? There's nothing to 'understand' or 'know better'. This is it, kiddo. What you see is what there is, that's all" Faith says, not turning around. " So why don't ya go back to Buffy, and your scooby gang, and bug off?"

" I can't, " Willow says, more to herself than to Faith, " I can't go back."

"What?," Faith says, " What the hell are you babbling, Red?" She turns to look at Willow

" Don't you get it?" Willow says, desolately, " I told you about my addiction. I thought I could handle it, control it. Then I lost control, and lost Tara in the bargain. Then I really went out of control. I nearly got Dawn killed, and that got me to stop. I did stop. I cleaned up my act, and Tara came back to me… just in time to get shot by Warren. Don't you see? It's my fault. It never would've happened if I hadn't been weak. We wouldn't have been there that day, we would've been in our own place. I killed her, Faith, " Willow is starting to cry again, " Same as if I'd pulled the gun and shot her myself. I went mad with rage, wanting vengeance, hurting beyond words, but guilt… I was covering my own guilt, too. I nearly destroyed everything I loved because of my weakness and my pain and my guilt." Willow isn't looking up at Faith. She can't look at Faith. Not now.

Faith squats down next to Willow, silent but lending support.

" When I came back, " Willow continues, " It … wasn't the same. How could it be? I'd crossed so many lines, Faith. Happy Willow, the Willow who could see good things in the world, who believed that everything would work out… that girl was dead. She died the instant that bullet took the one good thing in her life, the one light…away." Willow pauses as a jolt of pain goes through her heart. " How could I be that same girl? So innocent? I killed a man, Faith. I flayed him. " her voice grows quiet, " and I liked it. I hated him so badly for killing Tara, for his … attitude… how not sorry he was, I liked it!" Willow hides her face in shame." How could I … ever be the same girl?" She looks at Faith.

Faith is silent. There's nothing she could say.

" But I wanted to try, Faith, I really did want to try, " Willow says, " I needed my life back, with my friends. I wanted it so bad, I needed it so bad, I needed to be " good old dependable" Willow again. But you can't do it. You can't cross certain lines, and ever come back. It's never the same again. I guess I knew that deep down. Every day I know it's not the same. I can see them watching me, waiting… waiting for me to lose it again, to go over again. I see it in their eyes, Faith. I'm like that third cousin everybody's got that's been in rehab. Everybody acts like its all the same, but you can tell their just waiting… waiting for the slip, the fuck up. Knowing it's coming. Don't they get it that just makes it worse?" Willow cries, " You know the worst part? The pity. Again, not in how they act. But in the eyes. Damn their eyes! I just so want them to stop it. Just treat me like they used to. Not like I'm some basket case. I just wanna be me, again. I just want them to see me as me again!"

"Wanna laugh, Faith?" Willow says, not expecting an answer, " I know this evening's been a laughapalooza so far, but hey this should give you a laugh! I brought you out here tonight cuz I wanted you to feel part of the group. I wanted to share this with you, so you'd know I felt you part of the gang. That's a laugh, huh, Faith?" Willow says, not completely keeping the bitterness out of her voice, "really a belly buster, huh? Cuz, how can I make you part of a group that doesn't want me in it?" Willow looks at Faith, finding her staring silently at her. " C'mon, Faith, it's funny. Laugh. Do something for God's sake, Say something. "

" Dunno, Red, " Faith mumbles, " guess it's not funny."

" Guess not, " Willow agrees, " guess it's not funny at all". She stares at Tara's headstone.

" I loved him, you know, " Faith says quietly.

"Who?" Willow says, a little distracted. She comes out of her reverie.

" The Mayor. I loved him, " Faith confesses. Faith, who never tells anyone anything, who believes in keeping one's on counsel, wants to talk to this woman. Almost needs to explain to her.

" The Mayor? Mayor Wilkins? You loved him?" Willow says, incredulous… and a little grossed out.

"No… God, not like that!" Faith says, also a little repulsed, " I mean, I loved him… like a dad, ya know?"

" Oh," Willow says, relieved. And still puzzled. " Huh?"

" Not at first, I mean, at first I was just trying to save my ass, " Faith says, " I know you guys were gonna pin me with Alan Finch's murder, " Faith says. " I killed him, I know. But I didn't mean to!"

" We know that Faith, " Willow says, " We knew that then. We didn't want to 'pin it on you'. We wanted to help you."

" Yeah, help me. Right into prison, " Faith says.

"Faith!" Willow begins to protest, but Faith cuts her off.

" No, I get it now, Red. But that's what I thought back then, " Faith says, " I guess I couldn't believe you guys really wanted to be my friends. I was the girl outside, lookin' in. I so wanted to be in" Faiths says, " But that wasn't gonna happen. I tried to bust my butt to be a good slayer, and a good girl, and all the rest of the goody-goody crap, cuz I guess I wanted it to mean something. But it was always Buffy this and Buffy that. I thought she had it all, and hadn't worked for it. That it was handed to her."

" That wasn't true, Faith…" Willow retorts.

" I know that now, Red, " Faith assures her, " not then, though. So I figured you guys were gonna give me up for Finch's murder, and I didn't want that. So, I went to the Mayor, figuring I could wheedle my way in, and get out of it. Work for him, and get back at you all. Cuz, frankly by that time I figured it was kill or be killed, " Faith looks away, not wanting Willow to see her face, " I hadn't planned on caring for him. Thing was, though?" Faith says wistfully, " he treated me like a daughter. Like I mattered to him. Dunno why, guess he was just playing me. I believe it, though. Guess I wanted to believe it" Faith says, quietly, " I needed to be loved, don't you get it?" She looks at Willow, and shrugs, " No, guess you don't. You were always loved, Willow. The scoobies always loved you." Faith moves a little away from Willow. " But I really cared about him. After awhile. Cuz I thought he cared about me. I needed that. I … was willing to do whatever he wanted, cuz I wanted to please him. Cuz I wanted him to love me." Faith's voice turns bitter, "Dumb, ya I know. He was just using me. I know that now. he knew my weakness, and played me. But it took a long time for me to figure it out." Her voice grows wistful, " half of me kinda wants to still believe he did."

" I think he kinda did, in his own twisted way" Willow says.

Faith looks at her suspiciously. Willow shrugs.

" Look, it gives me the wiggins to even think about that guy, " Willow says, " but I know that he … well, he tried to kill Buffy."

"Well, yeah. He was like going to kill all of you. So what?" Faith says.

" No, I mean it was more personal. It was around the time you were in the coma. Buffy was in the hospital too… cuz of Angel" Willow says, not wanting to relive that moment particularly, " I only got it second hand from Angel. But Mayor Wilkins went to Buffy's bed and tried to smother her to death, for what she'd done to you". Why the hell did I tell her that? Willow wonders to herself.

"Really?" Faith says, surprised, " I didn't know that".

" It really doesn't matter, though, Red, " Faith says, " I still fucked up."

"Yeah, well…welcome to the club, " Willow says.

A silence descends between them, but this time it's not awkward. Something subtle has changed between them; they feel comfortable just sitting out here, together. They sit watching the sky. Once in awhile Faith scans around the cemetery, looking out for the baddies, but mostly they just sit watching the sky.

"Some of them are dead, you know, " Willow says, softly.

" Huh?" Faith says, confused. What the hell is she babbling about now?

" The stars. Some of them are dead. They died… thousands, some millions of years ago. But they're so far away, their light is just reaching us now, " Willow explains, " Kinda sad when you think about it."

" Yeah, well, never thought much about it, " Faith says, her voice brittle, " never much for looking at the sky. Don't see many stars in Boston. Not in a downtown 3rd floor walk-up. Never really interested me, " Faith says, " guess I always felt that it was like lookin into the future. Never felt I had much of one, so didn't want to look there. "

Another silence ensues. They sit for awhile longer, not wanting the moment to end. Finally, Faith stands off, brushing herself off.

" We better get back before B thinks I kidnapped you or somethin' " Faith says, reaching out her hand for Willow's.

Willow takes her hand, and gets to her feet. The touch lingers for a moment, both looking at each other intently. Then the contact breaks, along with the moment they shared.

" Yeah, nothing worse than a huffy Buffy, " Willow agrees, then giggles, " Huffy Buffy".

Faith looks at her like she's lost her mind, but can't help grinning.

Willow moves over to Tara's headstone, leans over and kisses the rough stone. Something inside herself tells her it'll be a very long time before she sees this place again, if ever. She gets a shiver, as if someone walked over her grave.

"You ok, Red?" Faith asks, seeing her shiver.

"Yeah, I'm good, " Willow replies, " It's nothing". She does her best to shake off the feeling.

Turning away from Tara's grave, she follows Faith on the trek back to Buffy's house.


"Hey! Where've you been?" Kennedy asks as Willow enters the bedroom." I missed you!"

"Sorry, sweetie. I just decided to go visit Tara's grave. No big, " Willow says, looking around. " Have you seen my robe?".

" It's over there on the chair, where you left it, " Kennedy replies, " Why didn't you tell me, Wills? I would've gone with".

" It's ok, baby. I know it makes you uncomfy to go to Tara's grave, " Willow says, " Anyway, I wanted to see her before… "

" I just don't like you going out alone at night, Wills, " Kennedy interrupts, " You don't know what kinda nasty you'll meet out there."

" It's ok, Kenny, don't freak. I didn't go alone, " Willow says, " I took someone with".

" Oh?" Kennedy asks, a little suspiciously, " Who?".

" Xander, " Willow lies. After this afternoon, don't think tellin' Kenny that I went with Faith will go over so well. God, why is she so… jealous, anyway? We're just friends.

" Oh, ok, " Kennedy replies. She walks over to Willow, and puts her arms around her. " You ok, sweetie? You look upset!".

" I'm really alright, Kenny, " Willow says, giving Kenny a hug, " though I really don't mind the snuggles." She smiles and kisses Kenny briefly.

" Lots more where that came from, " Kenny says, smiling wickedly as she pats Willow's bottom. She sniffs. " Hey… have you been smokin?".

" Just half a joint, sweetie," Willow says, " I just wanted to calm down a lil before I came back. Didn't want to be all depressed and bluesy. Know it upsets you".

" Hey! You're my sweetie. You don't have to hide it when you feel blue. It's ok, " Kenny says. She giggles, " got any of that joint left?" She starts digging through Willow's pockets looking for it. Willow giggles, and playfully slaps her hands.

" No, silly. Xander smoked the other half. God, what a lil greedy guts, " Willow giggles, embracing Kenny and kissing her.

" Mmmm. Gimme , gimme, gimme, " Kennedy giggles, starting to rub and kiss Willow all over. She starts to undress Willow.

" Hey, slow down, you little minx, " Willow laughs, " I wanna take a shower. Get all squeaky clean and smelling nice for my hunny bunny". She reaches over and kisses Kennedy on the forehead, " I'll be back in just a few, sexpot".

" Want company?" Kennedy says, her voice low and sultry, " I'm really good at scrubbing down Willows."

" Hmmm… sounds nice. But with like 10 girls waiting in line? Don't think so, " Willow says," We'll be crucified… after they hang us." Laughing, she walks out the door.

Kennedy watches the door close, and the smile slips from her face. It's replaced by an angry little frown.

She's lying to me! I saw Xander not 15 minutes ago, downstairs. No smell of pot on him. So, who'd she go with, if not Xander? Who'd she have to lie about?

Kennedy doesn't have to think too hard about it.

Faith! She musta gone with Faith. What's that about? I mean, if it were all innocent, why'd she lie about it?

Kennedy, upset, stomps over to the bed, and throws herself on top of it. She crosses her arms, her expression angry.

That bitch! One of these days, I'm gonna get that bitch. She's not gonna be stronger forever.

Kennedy closes her eyes tightly, clenching her fists, trying to bring her temper under control.

She doesn't want Willow to know she knows.


Faith decides to hang back and not go inside.

She's still not feeling much like facing the hordes of Slayers in Training, Buffy and the scoobies, or Giles with his stern, disapproving looks. Instead she circles the yard, hops the fence, and makes for the back porch.

Just stay outside here til they all go to bed. Then I'll sneak upstairs. Yeah, I'm pretty good at sneakin.

Faith settles down on the porch. She stares out into the night, not wanting to really look up at the sky. It'll remind her of Willow, and right now she's not so sure she wants to be thinking about the red-haired witch.

Color me stupid, but what the hell exactly happened at the graveyard tonight? Faith asks herself. She's more than confused, she's nervous and just a little frightened. She doesn't want to admit it to herself, but she's just beginning to feel a little more than friendly towards Willow, and it's more than freaking her. Faith don't do that! Faith is way too smart for that kinda crap! Yet deep in denial as she is, Faith can't dismiss that something happened tonight. Something, but nothing serious. It's… well, it's like that wartime crap, ya know? We're at war after all. I mean, you get to feel' all close and camaraderie- like with everybody, but it's like only a sham. Once we do this, and if we survive it, shit. We'll all go our separate ways, everybody just jolly as hell. It's just one of those temporary thingies.

So why doesn't that make her feel happy? Why does that feel like a lie?

She sighs, and fumbles through her pockets for her pack of smokes. Finding it, she shakes out her last cig. Shit! She pulls out her lighter, and lights it, taking a deep drag.

" Ya know, one of these days, that's gonna kill you!" An all too familiar voice comes floating out of the darkness.

" SHIT!" Faith jumps up, dropping her cig." Damn!" She searches around, and finds the glowing ember. Gingerly she picks it up, and looks around, " B? Is that you? Tryin' to give a girl a heart attack?"

"What's wrong, Faith? Getting old? Figured for sure you'd sense me out here, " Buffy laughs, coming into the light of the back porch. " Maybe if you'd come out the normal way rather than hoppin' the fence, you would've known I wasn't inside".

" Ya, well, if you weren't sneakin' around in the dark, I woulda known you were out here, too, " Faith complains.

" Not exactly sneakin' More like sittin' " Buffy says, smiling.

"So what's the what, B? How come you aren't in giving pep talks and makin' plans and all that rah - rah?" Faith asks, eyeing her.

" Needed a break from it, " Buffy says, " thought for sure I'd be alone out here, That's what I get for thinkin', huh?" Buffy looks at Faith, " So what's you're excuse? How come you're out here, and not in there?"

Faith shrugs, " Dunno, not feelin' all that social. Figured I'd wait out here til everybody went beddy- bye". She leans back against a post and closes her eyes, sighing.

" Still blaming yourself, aren't you?" Buffy asks, gently.
" Nawww, " Faith lies, " Like you said, it's war, and we get losses. Shit happens."

" Liar," Buffy says, busting her.

"Fine, B… whatever. Believe what you want" Faith says, dismissing her.

" You know Faith, I wish you'd take your own advice, " Buffy says.

" And that'd be… ?" Faith retorts, not liking this game.

" ' Don't take it all so seriously' ", Buffy replies. " I've noticed something while watching you training the SiT's"

" You watch me?" Faith says, " What's wrong, B? Think I'll corrupt the girls or somethin?"

" I notice that when one of the girls makes a goof, " Buffy goes on, ignoring her last remarks, " You tell her not to make a big deal out of it. Learn from the mistake, and go on." Buffy's brow arches, " Don't you think that's pretty good advice for yourself?"

" Yeah, well, their mistakes don't really get anybody killed, do they?" Faith says, irritated.

"Could. If it happens while fighting the First." Buffy says, " but that's besides the point, Faith. Because you're mixing up making a mistake with just bad luck. That's what you had. You did it right, Faith. You were going in to check out what the layout was, before you attacked. How could ya know it was gonna be booby-trapped?" Buffy asks. And answers, "you couldn't. So what's you're mistake?"

"Leading them into it in the first place, B" Faith says," that was my mistake. I'm not cut out for this."

" So what're you gonna do? Wait for the First to come to us?" Buffy asks," that's the thing about being a leader. You gotta make the hard choices. Even when it's not popular. Cuz you gotta. Or more, a lot more, die."

" I can't do this, B. I'm not you, " Faith says, " I can't watch 'em die, not because of my fuck-ups. They all know I fucked up. I can see it in their eyes."

" You think I like watching them die?" Buffy says

" No, that's not what I meant" Faith replies.

" Don't you think it affects me Faith? Do you really think I'm that cold?" Buffy turns away, " God, Faith, what kinda monster do you think I am?".

" B, honest, I didn't mean…." Faith starts.

" Every time one of them dies, I'm dying, Faith, " Buffy says, turning back, her eyes full of tears. " But I can't show it Faith, I can't stop. I gotta keep going, though I hate it, Faith. I really hate it!"

Buffy jumps off the porch, running into the darkened yard. Faith follows her. She finds Buffy by the back fence, leaning against it, crying. Faith can't hear any noise, the only way she can tell is that Buffy is shaking. Faith puts her arms around Buffy, trying to soothe her.

" It's ok, B, it's gonna be ok, " Faith says, calmly, trying to settle her sister slayer down. For the second time tonight, Faith becomes the rock some weary, miserable woman clings to, trying to keep from drowning. And Buffy does cling, because for the first time in a very long time, she has someone she can cling to who understands, really understands what she's going through. Even Spike hasn't been through what she and Faith have. Gradually, she regains control, and straightens up, letting go of Faith.

"Sorry…I'm sorry" Buffy says, regaining her composure. " I didn't mean to drown you there," She quips, weakly. " but I really need you Faith. I need you with me now. Next couple a days, I gotta have everybody up and running… and I need you're help getting there."

" Ok, B. I'll do whatever I can to help, " Faith says, solemnly, " Promise".

" Thank you," Buffy says, quietly.

Faith turns and starts walking away. Really needing to get away from this crap before it gets too damned mushy. Faith almost makes a clean getaway, when Buffy calls out to her.

" Faith, wait! There's something else" Buffy says, running to catch up with her.

Crap. Now what?

" B, can it wait? I'm really not feeling so good" Faith says, sounding exhausted.

" No, it really can't wait, " Buffy says, " I just need to thank you".

" Huh? Buffy, you just thanked me 10 seconds ago" Faith says, irritated, " not going deaf, ya know".

" I meant, about Angel" Buffy says quietly.

Faith waves her off. " It was no big, Buffy" Faith says, turning. Buffy catches her arm.

"It was a huge deal, Faith, " Buffy says, " Willow tells me you nearly died. That's a huge deal."

" Red really over exaggerates things, Buffy, " Faith says, " essentially, I was bait. He took it, and poof, Willow restored his soul. End of story".

" Not how I heard it, and since I got it from two sources, gonna believe them over you," Buffy says, quietly. " Gonna confess something to you, Faith, " Buffy says.

" Should I get a priest?" Faith mocks her.

" Funny, Faith, I'm dying of laughter here, " Buffy dead pans." When you came back, I didn't believe you'd changed."

" Gee, and I thought that warm welcome home punch in the jaw was genuine," Faith says, sarcastically, " I'm crushed!"

" Joke all you want, Faith, " Buffy says, " but the fact was, I thought you were the same girl. Just here for… god , I don't even have a clue. But I was wrong, Faith".

" Sorry, that's my bad ear, " Faith says," could you repeat that?"

" You're Leno tonight, Faith, "Buffy says, grinning, " thing is, you've changed, and I'm sorry I doubted you."

Faith looks around, as if she's expecting something. Buffy watches her, growing more and more exasperated.

" What?" Buffy finally asks," What?"

" Dunno. Expected the night to turn to day, a huge beam to come down from the sky, and a choir of angels singing."

Buffy rolls her eyes, " I take it back. You haven't changed. Not that much."

" You bet your ass I haven't changed, Blondie. I can still kick your bony ass" Faith crows.

" In your dreams, Faith." Buffy shoots back, " In your dreams!".


To be continued.