Independence By Norwalker

Part 6 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.


Sunnydale, CA.

May, a year ago

The sun shines mercilessly on her eyelids, sending little daggers through her brain but she does her best to ignore it. She hasn't slept much at all last night, and right now that's all she wants. Sleep. She doesn't want to wake up, because waking up means dealing with the real world. Not , really not ready for that right now, she thought to herself.

Oh god, I fucked up. Why did I think with my hormones and not my head! Now it's gonna get all weird. She's gonna think it meant something, that it was special. Just cuz she did the mojo magic thing on me( god, how did she do that?), she's gonna think it some kinda thing between us. And I'm gonna have to tell her it was only sex. Shit. She's gonna get all weepy, and I'm gonna fell like a shitheel, but c'mon, Red, what do you expect? I mean, you're with Ken-doll, right? What about her, huh? Yeah, it was good, and yeah it was wonderful and all that crap, but please. Just sex, girl. Doesn't mean jack. Yeah, but is she gonna be like reasonable about it? Mature, an adult? Yeah, sure she is. Uh huh. Ah fuck, lets just get it over with. Damn.

" Hey, Red, we gotta talk, ya know?" Faith says quietly, keeping her eyes closed. Still not wanting to see the red-head again. Too much temptation, Faith? Oh yeah, and just delay the bad news." Ya gotta know that last night was… well, it was great. But it really didn't mean nothin, ya know? I mean… don't get me wrong, it was… well… wonderful. But. it was just hormones outta control. Ya got that, right?"

There's silence, every moment making Faith's heart sink lower. Ah, man, she's pissed. I know she's pissed. She aint sayin' jack, and she's probably just lying there, looking all hurt, too upset to speak. Dammit, why can't I just not do this crap?

"Red… Willow, look, I'm not saying it wasn't special. It was, but … we're just too different, ya know? We don't fit together. You're better off with Kenny, you know? It's pretty obvious the girls nuts about you. Can get that, you made me go nuts last night. But… you and me? Just can't happen." She waits for an answer, still refusing to open her eyes, knowing that a teary Willow's just gonna make her upset.

" C'mon, Red, say something. Even if it's ' Fuck you, Faith. You're a slut whore bitch'. It's cool, I know it's my fault. I shoulda been more in control. But you gotta admit you didn't help none. Bein' all close and warm and… c'mon, Red, say somethin' to me!"

Ah, c'mon Red, don't be this way. Just tell me to get the hell out, or somethin'. Don't just lay there and take it. Hit me, do somethin'. Shit. I gotta see. This is so gonna be bad, I know it's gonna suck big time.

Faith just barely opens one eye. She can't see much, but she looks over to where Willow is laying. Then her eyes open wide… Willow's not there. Only what's left of the depression of where her body was.

" What the fuck?" Faith says, her expression puzzled… and just a tiny bit hurt.


Faith half stumbles out in the hall, clutching her clothes, and thanks whatever gods there are that the fucking bathroom is free. Not even waiting, she zooms in to take care of bidness, and take a shower.

Stepping into the shower, she luxuriates under the pressure of the warm water. God, been forever since I got a warm shower around here. She lathers down, scrubbing off the scent of sex and Willow, telling her nerves and muscles it's time to get off their butts and wake up.

Ya got lucky, Faith. She dealt with it cool. No tears, no recriminations, just like an adult. Man, feels good not to have to go through a scene, trying to soothe someone's ache. Glad she saw what it was… just people givin' each other a lil touch and comfort. No strings, no commitments, just a lil slap and tickle…god, she can slap and tickle so nice. No tears, thank god for that… no tears! Gotta admit, she's one hell of a woman. Knows what the what is, and don't make nothin' more outta it.

Yeah, Faith. You're real lucky!


A couple of hours earlier

A wide awake Willow is leaning on one elbow, looking down on the sleeping Faith. Her face is a profusion of emotions, affection seeming to be the dominant one. She listens as the dark haired slayer breathes evenly, and reaches over to brush a stray lock out of her eyes.

I wonder what she's dreaming? Willow thinks to herself as she watches Faith sleep, I hope it's good. She's had it so bad, for so long, poor baby. Willow leans over, taking in Faith's scent. She thinks about what they did, and how it made her feel. Man, she was so savage at first. But I loved it, how she made me feel so wild, so free. I don't remember ever feeling that way. But then, she was so gentle, so tender. Like I was… precious, delicate. God, she made me want to cry, when she touched me so softly. Her lips so sweet, her caresses… ah goddess, just so… so.

She makes me ache for more of her touches.

Willow leans over, and lays her head gently on the sleeping slayer's chest. She listens, and hears the steady tattoo of her heart. She smiles, thinking how wonderful it sounds, how much she could just drop off here… and sleep… so nice….

No! No! can't do that. Gotta get up. Oh, poop I hate this! Just wanna stay here, wrapped in her arms, never moving. Willow STOP! Can't happen, can't be. I know she don't want it. It'll just freak her out. And Kenny. God, poor Kenny! Oh man, I'm such a slut! I'm so bad! Poor, poor Kenny. I rag on her for being jealous, and shoot, now I give her reason to be! God, face it Willow Rosenberg, you're a slutty whore who cheats on her girlfriend, and just spreads it for… ah, she looks so sweet! Dammit, Will, get a grip! You're in a relationship, you can't be just … damn. Damn, damn and double damn. It's not fair.

Damn you, Faith! Why'd you have to turn out to be so damned special? Why couldn't you just be that slut bomb don't give a crap take what you want and throw away the rest girl like I thought you were? NO, you had to turn out to be … dammit!!! Not fair, so not fair. How can I love Kenny…and you… at the same time? Can't! That's it. It's simply infatuation, that's it. I'm just … fascinated with you, like a new toy! Don't mean squat, right? I know I don't mean jack to you. So… I gotta just remember it's nothing more than hormones and sex… oh, god, the sex was just… oh goddess. Just sex, just sex, just sex! That's it, it's only sex! Don't mean nothin'. Oh, man, just look at her… NO, don't look at her… grrr. I gotta go, gotta go now!

Going now… watch me go. Going. Willow sits up, but can't seem to make herself move. Listen to me, legs! Get out from under the covers, and hit the floor, and go. No arguments! You see my resolve face, right legs? So … no kidding around. C'mon, get up. Get UP! Hurry, go before she wakes up and takes me in her arms again, and I'm all helpless and weak and … Willow's face is pouty, her lip quivering Wake up, Faith. Hurry, before my legs work, hurry. Take me in your arms, don't let me go… please!…. STOP IT WILLOW!!! THIS CAN'T HAPPEN!!!

Willow stands up, looking down on Faith. Her face is all sad and mixed up. She stands for a minute more, just looking at her… hating this, hating all of this. She turns, looking crushed, and leaves, quietly.


Faith can feel the hum in the air. Everybody is excited, and somewhat on edge. This is the day. The day they've been waiting for, even if they didn't know it, for their entire lives. The day they're tested, and prove themselves worthy. Or die. Of course they all figure to prove themselves worthy; otherwise, they're just committing suicide. Faith, a veteran, knows better. But she keeps it to herself; she goes around rallying the troops, giving them words of encouragement and support. The past, the failures are forgotten. They're all warriors now.

Faith finds Buffy, Kennedy and Willow in the dining room, sitting around the big table. Willow has the scythe in front of her, looking more than a little worried.

" I don't know about this, Buffy, " Willow says, looking dubious, " I mean, I hate that it's all depending on me. Not feeling so good about that. "

"Will, it's going to be fine, I know it, " Buffy says, confidently, " You're gonna pull this off!".

" I dunno, " Willow says, looking a little scared, " What if …"

" Will, believe me. I know it's possible, and I know you're the one to do it, " Buffy comes behind Willow, and rubs her shoulders, " Now, I just need you to believe in you."

" I'll do my best, Buffy, " Willow says, still not looking all that confident.

"That's all I ask, Will, " Buffy says, walking towards Faith. Her grin is a little tight. " You ready for this?" Buffy asks Faith.

" You're kidding, right?" Faith asks as she pushes off from the wall and falls in step with Buffy. " This whole thing is totally nuts, ya know".

" Faith, please!" Buffy says, looking pained.

" Hey, I like nuts, ok?" Faith says, as the two slayer approach the weapons locker.

" Glad to hear it, cuz you're making me nuts right now. Need everybody onboard her, Faith, " Buffy says, sounding strained, " that means you too."

" Don't sweat it, B, " Faith says, " I'm with you. Just gotta keep ya on your toes, or you get sloppy".

"Yeah, talk about sloppy," Buffy says, giving Faith the critical eye.

"What?" Faith says, looking at her dress. Ok, maybe not the most stunning outfit I've ever worn, but not exactly going to a party either, are we? " I had a rough night, ok? What's the big? Does The First have a dress code?"

"Rough night, right. Heard it. Never figured you for a screamer, Faith" Buffy prods, with a knowing grin.

Faith felt the heat rising up her neck into her face. Faith was never one to blush much; maybe she never felt embarrassment for what she did. But even she wasn't immune. Doesn't mean she liked it, and she let her feelings be known.

" Yeah, well, whatever, B. At least I know what fun is. Someday maybe you'll get that doublewide cork surgically removed from your ass" , Faith said, striding ahead. Now it was Buffy's turn to blush.

They picked their weapons. Buffy as her usual, took a short sword, and a dagger that she tucked in her belt. She got a couple of stakes, including the stake Kendra had given her so long ago… Mr. Pointy. Faith for her part when straight for a battle axe. She's always loved the heft and feel of an axe, gave her an increased sense of power. She also took a couple of daggers, and the requisite stakes. Armed, they left to join the others.

The others were gathered outside on the front lawn. When Buffy and Faith stepped out on the porch, the others raised their weapons in salute. Faith and Buffy looked at each other, shaking their heads. Buffy stepped forward to talk to them.

" Ok, everybody listen up. I'm gonna make this short, " Buffy says. A large cheer goes up in the crowd." Thanks," Buffy says, ironically, " Everybody knows pretty much what to do. Once we get to the high school, we split up into two teams. The scoobies guard the exits, keeping the baddies that get past us in check. The rest" She looks at the potentials, " are going down with me and Faith. Remember, prime objective, DON'T GET KILLED! Do your best to carry that out. Don't rush into battle, wait for it. Use your head, and fight smart. You've had good training by one of the best" Buffy nods towards Faith. Faith smirks to cover her embarrassment, " Now use it. Everybody ready?" a huge cheer goes up. " Ok then, let's do this. Let's put the bitch in the ground!" Another cheer goes up as Faith and Buffy descend the steps of the porch.

As they walk through the crowd to lead the group towards the high school, Faith can feel the excitement and tension coming off the group in waves. What is more telling is the subtler aroma of fear. She knows the scent well; she smells it every time she goes into battle, off herself. It's a natural part of the chemistry; everyone has it going into a strange and dangerous situation. Courage isn't the absence of fear; it's overcoming it to do what you need to do.

The walk to the high school is fairly quiet, though as in any large group, there are scattered whispered conversations. Faith and Buffy lead the procession, keeping an eye out for any little surprises The First may have planned for them. Fortunately, Caleb, the psycho in preacher's clothing was no longer an issue; Buffy had turned him into worm food with the scythe. But The First was nothing if not tricky, so the chosen two were on their toes, keeping an eye out.

" Faith!"

" Yeah? Whatcha want, B?" Faith turns to Buffy.

" Huh? I didn't say anything, Faith!" Buffy says, giving Faith a look.

Faith gives Buffy a sidelong glance and shrugs. She continues walking, thinking her mind is just in overdrive.

" Faith!!"

"What? What is it, B?" Faith asks.

" I repeat… huh?" I didn't say squat, Faith." Buffy looks at Faith, her expression worried. " You're not like losing it, are you?"

"Get real, B. Don't know the joke, and not liking it, " Faith growls. She walks a little ahead of Buffy. Fucking losing my mind, or Buffy's fucking with my head. Either way so not needing this crap right now.

"Faith! It's me, Willow"

" Willow?" Faith asks, looking around. What the fuck?

"What about Willow?" Buffy asks from behind her.

"Nothin', nothin' " Faith says, puzzled.

Buffy grits her teeth. So don't need this now. Don't need Faith getting wigged now!

" Faith, don't speak. I can 'hear' you if you just think your reply. I'm in your head!"

" Oh, swell, I'm going nuts now" Faith thinks to herself, "great timing, Faith!"

" You're not crazy, Faith. I'm here… it's kinda like talking to you, just long distance is all"

" Well, of course you're gonna tell me I'm not crazy. But I'm major wigged here!"

" God, you're stubborn. How'm I gonna convince you it's me?" There's a soft chuckle in Faith's mind.

Faith all of a sudden feels two hands grabbing her breasts, playing with them

"HEY!" Faith shouts, surprised. Buffy , startled, turns on her.

"What is your problem?" Buffy hisses, " Are you outta your mind?"

" Just chill, B. Just got startled, " Faith says, truthfully enough. " Thought I saw something"

" Where?" Buffy asks.

"Never mind, I … was trippin, I guess", Faith laughs nervously, because the hands are still playing with her,.

Buffy makes a disgusted noise, rolls her eyes and shakes her head. Knew this was a mistake, bringing her in! Angry, she walks out in front of Faith.

"What's your deal, Red? Are you trippin, or something? Stop playing with my tits!"

"Kinda likin' it, Faith" The voice in her head giggles.' But at least now you're believing it's me!" The hands, or the feeling, fade.

" What the hell are you doing, anyway? Aren't you supposed to be doin' some oogly-boogly spell or somethin'?"

" I'm gonna, don't get your panties in twist, Faith," Willow says." Just… didn't have time to talk to you earlier."

"What's to talk about, Red?" Faith says, nonchalantly. " Just sex, ya know? Two people giving each other some comfort. No big."

" Yeah, I know that, Faith. Nothing's gonna come of it. Adult here," Willow lies." Just wanted to let you know it was… special… and that…forget it, just be careful, ok?"

" Yeah, sure Red. Don't worry, not gonna get my ass whacked " Faith lies back. ( Not so sure about that one! )

" Please, no joking, ok? I… really like you, Faith. And I don't want to see you getting all killed. Just be careful, ok?"

"Gonna be fine, Red. 5x5. Don't get panicky, 'k? You should be more worried about your lil girlfriend, ya know?"

" Kenny's going to be fine… once this spell works. IF it works… shit!"

"What? What's wrong, Red?"

"What if I mess this up, Faith? What if … I go all dark and veiny? I could get you all killed. Damn!"

"Red, it's gonna be ok. Look…that's not gonna happen. You're not gonna get all dark. You're not going there. Trust me!"

" I'm so afraid to use magic. I… could just lose it!"

" Ya won't, Red. That's not you anymore. I mean, the dark is still there, but you've changed. We've changed. We can control it, I know that. You're gonna do this. I know that. I believe in you, Red. If anyone can do this, you can!"

There's a brief silence in her head.

"Thank you" Willow's voice is soft.

As suddenly as she was 'invaded', Faith can sense that Willow's withdrawn. She shudders, and continues walking. Spooky!

Not needing spooky right now!

She hurries to catch up with Buffy.


Faith feels her stomach churning. Down below look to be hundreds… maybe thousands… of the Turok-han. How the hell are we gonna fight that? Still, nothing on the spell front yet. Fortunately they hadn't been spotted…

They'd entered peacefully enough. There had been no resistance to them above; the high school had been strangely deserted. That alone kind of made Faith a little nervous. If this place is so important, where's the baddies to guard it? But there was nothing . They made it to the seal, and started climbing down. Faith and Buffy went first, scouting a little. They found themselves in a huge cavern, on a high plateau overlooking a deeper cavern below. Not liking this. Too easy. Like they want us here. Faith could feel her 'slayer sense' tingling like mad. The baddies are close, real close, Faith thought, I hate surprise parties!

Buffy, Faith and the potentials approach the edge , looking over. Down below a group of Turok-han are milling about, seeming just waiting for nightfall to attack. Faith and Buffy look at each other, the same 'oh my god' expression on their faces.

They hear a noise behind them, and whirl, only to see Spike standing behind them, the Amulet around his neck.

" Doesn't look too good, pet, " Spike addresses Buffy. " The hordes are all massed up, and not even getting a spark out of this bauble you gave me".

" Just be ready to fight…" Faith says, and then hears a roar from behind and beneath them. She turns, and her face blanches. The Turok-han spotted them, and are charging. Ohhh, crap!

Faith brings around her axe, getting ready to face the horde. Buffy springs up close to her, sword drawn. Spike makes ready to fight, setting himself. They have a sense of fatalism, knowing they could very well die today. But sure as hell , they're taking a lot of the baddies with them.

Just as the Turok-han charge up the path, getting ready to attack, something happens. Later, Faith has a hard time describing it. But it's as if the air became charged with energy. She can feel it, but it doesn't affect her. She can sense the changes in the others , however. The potentials seem to almost glow, and they when they get set for the fight, they have a new sense of power, a new confidence. She remembers how it feels… it was like when she got her call. Well, fuck me dead. It worked. She did it. I can't believe it, but Red pulled it off! You go, girl!

With a much lighter heart than she had just moments ago, Faith tears into the advancing horde. Her axe sings its sweet song of destruction as she tears into the Turok-han. Around her the battle rages, the clanging of steel, the shouts , the roar of battle is like a symphony to her ears. She is in special place, a place only warriors in battle know.

From behind her she hears Kennedy calling out, " Buffy, catch". She turns in time to see the Scythe flying through the air, and Buffy gracefully catching it. She sees Buffy tearing into the enemy with the blade, and it's a terrible beauty to behold. One after another, the Turok-han fall to the power of the slayer bearing the Scythe.

Out of the corner of her eye, she sees a group of bringers and Turok-han surrounding a new slayer, and she charges over to lend assistance. She finds a sword on the ground, and picking it up, she wields it, sword in right hand, and axe in left. She becomes a killing machine, cutting through the crowd like a thresher through wheat. Down they go, turning to dust as her axe and sword beheads the primordial vampires. She is in her own, she's unstoppable, and soon the vampires have fallen or retreated. She finds a tired and bruised Kennedy at the core.

Kennedy is fighting hard, but feared she's experiencing her first and last battle as a slayer. As the group surrounds her, she fights with everything she has, but the group seems to just overwhelm her. Then she sees them begin to fall away, and hears the clash of steel hitting flesh. Slowly the group begins to dissipate, and she fights with renewed energy, knowing that the tide has turned. Finally the last of the Han and the bringers retreat, and she stands facing Faith.

" Hey, Ken-doll, " Faith mocks her, " you just seem to attract trouble, girlfriend"

" I coulda faced them, " Kennedy shoots back, annoyed. Then her tone softens, " but hey, thanks for the assist. Saved my ass, I gotta admit."

" Yeah, well, it wasn't personal, " Faith rejoins, " get your ass in gear, girl. Lots of fighting left."

They turn to attack another group of enemies, and Faith looks over in Buffy's direction, to see how she's doing. She's just in time to see a Bringer stab her in the back.

"BUFFY!" Faith calls out, running over to her assistance. Using axe and blade, she cuts a whole through the crowd, reaching the fallen slayer. She crouches down next to her.

Buffy pushes herself up on her elbows, and hands the Scythe to Faith. " Hold the line," She says weakly, her energy draining.

Faith stands, using the Scythe to fight against the advancing host. She stands by Buffy, not letting the enemy approach her. Fuck you, blondie, if you think I'm gonna let you die that easily.

Time seems to distort, slowing to a crawl. Her body if fighting, but in her head she's trying to somehow call out Willow. Buffy's going to die if she doesn't get help soon, and she figures the witch is her best chance.

"WILLOW --- WILLOW --- DAMMIT, Can you HEAR ME?"

" Faith, what is it?" A very tired sounding Willow responds

"Buffy's down… she's hurt. She's gonna die, Will. A bringer ran her through with a sword!"

" Are you close to her? Can you touch her?"

" I'm fighting like crazy here, Red, Can't stop to touch her"

" With your foot…anything?"

Faith adjusts herself, pushing her foot back against Buffy's hip

"Ok, it's done"

" Ok, this may be a little disorienting"

Faith feels a sudden rush of energy pouring through her body. Still fighting the Turok-han, it takes every bit of her will not to fall over flat. It feels like Niagara Falls is pouring through her body. Getting a brief respite from the Han, she turns and looks at Buffy. She seems to be glowing, the energy flowing through Faith and into her.

"What the fuck?"

"Shhh. Don't fight it, just let it happen"

Buffy lies wounded, and the First, taking her shape, comes over to mock her. She stands by the wounded slayer, her arms crossed.

" Mommy, this mortal wound is soooo itchy!" The First mocks, looking down on the wounded slayer. " Ahhh, don't be that way! You did much better than I would've thought. You came very close to knocking me down. What more did you want?"

Buffy suddenly feels a rush of energy through her. Looking up at the First, she grits her teeth. She pushes herself off the floor, and stands, facing the First. The First looks startled.

" I. Want. You. To. Get. Out. Of. My. Face." Buffy says, her voice low and threatening.

Faith nearly pops when she sees Buffy pushing herself up off the floor. She seems to be having a conversation with nobody. Adjusting quickly to the new situation, she throws the Scythe back to Buffy. Buffy starts in on the Turok-han when suddenly the chamber begins to shake.

" Bloody hell!" Spike says, knocked back against the wall by the amulet, which has started to pour out rays of light.

The rays of light begin to intensify, striking out at the Turok-han and turning them to dust. The cavern rocks again, and cracks start appearing in the floor.

" OUT. EVERYBODY, OUT NOW!" Faith yells, starting to retreat from the Uber vamps. The new slayers, seeing the ceiling and floor beginning to go, start to quickly exit.

The light from the amulet intensifies, and one can see the power is beginning to affect Spike. He is pinned to the wall, as the beams pour out from the amulet, and shoots like lasers, dusting more and more of the Han.

" HURRY! GO! GO! GO!, " Faith shouts, directing the straggler slayers, some carrying the wounded, up and out of the chamber. She looks back, and sees Buffy with Spike. The chamber trembles, and more of the ceiling is threatening to fall. The last of the slayers get out, and Faith calls out to Buffy.

" B. This is gonna come down. We gotta go, now!" Faith calls out.

" Go ahead Faith, I'll be right behind you, " Buffy says, not moving. She clasps hands with Spike.

Damn! Faith thinks, hoisting herself through the seal. She's gonna get herself killed. I'll never get her attraction to Vamps as long as I live… which might not be much longer if I don't get my ass outta here. She runs up the basement steps, looking back one final time to see if Buffy made it out. Buffy's still not out. Shit! God, I hope you make it out, B! The tremors become more violent, and the support beams begin to crack.

Knowing she can't wait any longer, Faith runs out the basement exit.


Faith runs out of the entrance of the high school. She sees the rest of the group around a school bus, and heads towards it. The ground shudders violently, and she's nearly knocked off her feet. She finally reaches the bus as the last of the wounded are being loaded onboard.

"Where's Buffy?" Dawn asks, looking behind Faith, searching for a sign of her sister.

" She was supposed to be right behind me, Dawn, " Faith says, " I waited as long as I could, but she didn't come!"

The ground tremors start again, and the school is swaying precariously on its foundations.

" You left her behind?" Dawn yells at Faith.

" It wasn't a matter of 'left behind', kiddo," Faith says, defensively, " only way I could make her come with was to knock her out. Believe me, I thought of it, but there just wasn't …." Faith is cut off as the ground shakes again.

Large cracks begin to appear in the pavement, and some smaller trees begin to fall over.

" We can't wait any longer, " Giles says, at the wheel of the bus. His expression is pained. "We've got to leave now, or…." The ground shakes again, rocking the bus.

"Let's go, Dawn," Faith says quietly

" No…she'll be here. We can't just leave her!" Dawn says, not moving.

" We gotta go, Dawn. Now!" Faith says, moving towards her.

" No….!" Dawn starts to move away, but Faith catches her up, throwing her over her shoulder. She boards the bus, Dawn struggling to get free. " Let me down, Faith. LET ME DOWN!" She screams.

The bus door close, and Giles starts it up, pulling away from the school. The earth rocks violently again, and the cracks in the road widen. Faith, once the bus is moving, sets Dawn back on her feet.

Dawn slaps her, hard. " You killed her. You happy now? YOU KILLED HER!" Dawn starts to cry.

Faith gathers the sobbing girl in her arms. " I'm sorry, Dawn. But we have no choice. If we wait any longer, we're all gonna be dead" Faith says, gently. Dawn recovers a little, and pushes Faith away.

" Lemme alone, " Dawn sniffs, and turns toward the rear of the bus, " I hate you, just go away!" She moves to the back seat, looking out the back window.

Sighing heavily, Faith turns towards the front of the bus, looking for someplace to sit. She sees an empty seat and plops down on it, not bothering to check who she's sitting next to.

A hand covers hers, and she looks up into the muted green eyes of Willow. Willow smiles at her.

"Hey"

"Hey, " Faith replies, gloomily. She looks over her shoulder, and sees the school has collapsed on itself…along with the street behind them.

The bus picks up speed, trying to keep ahead of the collapsing town. It's as if Sunnydale is being sucked into a giant hole.

" You did your best, Faith" Willow says, trying to comfort the depressed slayer.

" Yeah, sure. I shoulda knocked Blondie out, and carried her outta there. Damn her, what was she thinking?" Faith says, angrily, " was she trying to die?"

" No, I think it was just…." Willow says, but is interrupted by excited shouting from the back of the bus.

" There she is! THERE SHE IS!" Dawn is crying out, jumping up and down on her seat. She's pointing at the buildings facing parallel to the road.

Faith and Willow look out the window, and on the rooftops a small blonde woman, running like hell, is jumping from roof to roof, following the bus.

" Well, fuck me dead! Blondie made it!" Faith exclaims out loud, a little awe in her voice. Willow looks at her oddly. "Oh crap, did I say that out loud?" Faith covers her embarrassment with a smirk.

" Yes, but considering, won't count it" Willow says, smiling enigmatically.

" Giles, slow down… slow down, let her catch up!" Dawn cries out, watching as her sister puts on more speed to catch up . Giles complies, gambling they can still make it out. There is a loud "THUNK" on the top of the bus. Giles puts on the gas; the collapse of Sunnydale is catching up with them, quickly

It's a wild ride out of town, racing the destruction, the road literally collapsing behind them. Everybody is holding on for dear life, especially Buffy who's getting the aerial view of the destruction behind them. On and on they race, Giles uncharacteristically cursing under his breath, saying " Damned pillock this" and " Bloody ass that". More than once it's as if they're going to be sucked into the massive crater being formed by the collapse of the Hellmouth. But somehow Giles keeps it together( for the first and only time in his life thanking god for the insanity known as his " Ripper" years, where he learned to drive like a madman). They finally reach the outer limits of Sunnydale, passing the " Leaving Sunnydale, come back soon!" sign. Not bloody likely that, Giles thinks as he races by Giles goes on for a quarter mile until he realizes that the destruction stops dead at the city limits. He stops the bus, opening the door and hopping out. He checks the roof, to see if Buffy is still hanging on. She's making her way down, and he gives her a hand reaching terra firma.

She starts to walk back towards the sinkhole that only an hour previously had been Sunnydale, CA.

" Where are you going, Buffy?" Giles calls out. She doesn't answer, but just keeps walking. Almost feeling compelled, he starts to follow her.

Soon a group of them join her at the edge of the crater. They look down at the place that most of them called home for a good part of their lives. Each is lost in their own thoughts.

Faith hangs back. She has no ties to Sunnydale; no good memories of the place. Though she fought side by side with this group of people, she still feels somewhat the outsider. Guessin' I always will. But aint that what you always wanted, anyway?

Faith feels a hand on her arm, and she turns around. To her surprise, Kennedy is standing there, looking uncomfortable.

" Yeah, so what's the what, Kenny?" Faith says, a little annoyed. Damn, so not in the mood for her crap, right now.

" Look, uhhh, Faith, " Kennedy says, looking at the ground rather than into Faith's eyes, " I know we've had our problems you and I. I been thinking about it, and I'm getting it that a lot of it was my fault, " Kennedy looks up at Faith, " thing is, I … I was jealous of you… you and Willow seemed to … well, you two just seemed so comfortable together, I was thinking something was going on with you," Kennedy shifts her weight from foot to foot, " I was stupidly jealous, ok? I know I don't have the right, but I'm kinda apologizing here, and hopin' maybe you can … like forgive me for being a moron?".

Faith looks at Kennedy, and can't help feeling a little guilt. The girl obviously doesn't know what happened last night. But feeling and showing are two different things, and she puts her hand on Kennedy's shoulder.

" Look, I'm gonna say we both made some mistakes here, 'k?" Faith says, " thing is, I think were not ever gonna be pals, ya know? But after today, can't see why we can't just wash the slate clean, and start over," Faith looks intently at Kennedy, " Now listen up, Ken-doll, not gonna repeat this again except with my fist following. As far as I'm concerned, there's nothin going on between me and Red, and there aint gonna be. So, you start that jealousy crap again, and all bets are off. Deal?"

" Deal, " Kennedy grins, " Thanks."

" Yeah, well, lets just skip the mush, 'k?" Faith says, turning away. Well, aint you the lyin' slut, Faith?

The two women walk towards the group still hanging out by the edge of the chasm. As they approach, Faith notices that Buffy has a strange little smile on her face. She calls out to Buffy.

" Hey, B, looks like the Hellmouth is officially closed for business" Faith calls out.

" Well, there is another one in Cleveland, " Giles pipes up." Not wanting to spoil the moment, you understand"

" Not really caring about that right now, G, " Faith says, " Really , feeling like sleeping for a week or so."

" There's still a lot of work we have to do" Giles says. A chorus of groans goes up.

" Can I just push him in now?" Faith asks.

" You got my vote, " Willow replies, smiling.

" So, B, you're not the ' one and only' slayer no more. How's it feel?" Faith asks.

" Yeah, Buffy, you don't have to be the "slayer" all the time. Whatcha gonna do now?" Willow asks.

Buffy stands at the edge of the pit, arms crossed over her chest. She smiles but doesn't answer.

Faith fades back a bit, wanting to be alone. Willow's question plays over and over in her mind.

So, yeah, what'm I gonna do now?

To be continued