Independence By Norwalker

Part 7 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.


Los Angeles, CA.

Two weeks past the fall of Sunnydale

" Ok, Red, is this some kinda joke?" Faith looks at the building in front of her, a definite look of displeasure crossing her face.

"N-No, I swear, Faith, this is the address, " Willow looks at the paper again in disbelief… and looking at the building in front of her, her disbelief turns to pure astonishment. This can't be right. He must've given me the wrong address. She hands the paper to Faith. " Here, see?"

Faith looks at the paper Willow handed her, then scans the address on the building itself. Well, shit, it's the right address… but this just aint happenin. Someone's tryin' to pull some crap on us, I know it!

" This is bogus, Red, I'm tellin' ya. Somebody's pullin a fast one on ya… cause there aint no way in hell Angel's in there!" Faith looks again at the building, and old, bad memories come back to her.

A rather imposing street level sign announces the name of the building:

Wolfram & Hart, LLC

Attorneys at Law

Willow has a worried look. She knows about Wolfram and Hart. They've been enemies of Angel… well, since he moved to L.A. Anyway, as long as he's done enough to their schemes to attract attention. They've tried many times to shut down Angel… the latest possibly the very thing that cost Angel his soul. Somehow, she knows that Wolfram and Hart had something to do with that whole business.

She looks at the note again, and she's sure it's Angel's handwriting. But this just doesn't make sense.

Willow,

I have some matters I need to discuss with you and Faith. Please bring her along and come at your earliest convenience.

Thanks,

Angel

A little terse, maybe, but still, I know that writing anywhere. So, why did he have us come here? Willow just can't figure it out. As she stands there, puzzling over the note, Faith starts walking towards the building.

" Hey, Red, you comin' , or what?" Faith calls over her shoulder.

" Faith! Where are you going?" Willow calls out, running to catch up with Faith. " Didn't you read the rest of the note ?" Willow asks. Faith stops and turns around.

" What ' rest of the note' ?" Faith asks, putting out her hand for it. She scans it over. " Don't get ya, Red."

" What about the part that says, " THIS IS A TRAP!", " Willow says, firmly.

" Hey, look, Red, you and me? Small fry. Not of interest to the big boys here. We'll just go in the lobby, act cool, and scope it out, " Faith says.

" Not liking this, Faith" Willow says, worriedly. Faith makes an impatient noise.

" Fine, you stay out here, stare at the pretty sign, " Faith says, " I'm going in. If I wind up dead, hey, then you were right, 'K?" She starts walking towards the entrance. Willow hesitates, not wanting anything to do with this. But she can't just let Faith go in alone.

" Great, just great. I'm following a psycho girl into a death trap. Yup, I'm the smart one, right?" Willow mutters to herself, hurrying to catch up. How the heck did I get into this anyway?


Two weeks prior

On the road .

Giles starts up the bus, and they pull away from Sunnydale… or, where Sunnydale used to be. Everyone is pretty quiet. The girls who aren't wounded, or less wounded, are attending the more seriously wounded ones. Somehow, Faith winds up caring for Robin Woods. Yeah, like I'm really Florence Nightingale material here. Like, what the fuck I'm gonna do if he starts like dying on me? Faith shakes her head, but does her best to keep him comfortable. Just hopin' someone thought to like get to a hospital, or somethin…

Faith scans the bus, and notices the Scoobies are pretty much sitting together, along with Dawn and Kennedy. She also notes that Willow and Kennedy have their heads close together, engaged in what looks like a serious discussion… or just doing that cutesy thing couples do. Well, aint that sweet? Faith thinks, wondering briefly why it bothers her… then shaking it off.

" Hey, not that I'm against road trips or nothin', " Faith pipes up, " but usually like to know where I'm goin. So, does anyone got a clue where we're goin?"

The scoobies look a little perplexed… and somewhat vexed. No one expected Sunnydale to be destroyed; no plans were made as to what to do IF it was destroyed. Now they were at a loss. Where were they going to go now? Finally, Giles speaks up.

"Well, I thought we'd proceed to the first town large enough to have a hospital, and have the wounded attended to" Giles says, vaguely, " We all need to find some acceptable place to rest. I'm sure everyone's fairly exhausted."

" Ok, great plan, G. One tiny flaw, though" Faith says, chidingly.

" Oh, really? That would be…?" Giles replies, a little miffed.

" Listen up, everybody. Everybody with money, raise your hands!" Faith calls out to the people on the bus. Most of the girls just look puzzled. Buffy, Willow, and Xander start searching themselves for money.

" I think I've got something…" Willow says, going through her purse.

" I got ten bucks, " Buffy says, quietly.

" Damn, I think I lost my wallet!" Xander curses, not being able to find anything.

"I know I'm broke," Faith asks, " How 'bout you, G? Anything?"

" Well, I do have a credit card… I think…" Giles say, reaching for his wallet.

" And how long before that's maxed out?" Faith asks, " not seeing you as the platinum card type, sorry".

"What's your point, Faith?" Giles asks. He's beginning to feel mildly irritated by the inquiry.

" My point is, we gotta find a place to go where we know someone who can put us up for awhile… at least until we figure out what to do next" Faith replies.

" Very well, your point is valid" Giles concedes, " Any suggestions?"

" Hey, what am I? Plan girl? Ex-con, remember? Not exactly rolling in it, friends or money, ya know?" Faith says.

" What about Angel?" Willow pipes up, " Maybe he could help us?"

" Hey… yeah, good one. Score one for the Red-head" Faith says. " Now… anybody got a phone?"

Willow digs in her purse, and holds up her cell phone. She grins.

" Well, damn, girl, you're battin' a thousand" Faith grins back, " So, what say you be phone girl and give Angel a call… see if he can help us out?" Willow starts to make the call when Faith interrupts her again, " Hey, Red?"

" Yeah, Faith" Willow asks, looking up from her phone.

" What ELSE you got in that purse, anyway?" Faith asks, more than a little intrigued.

Willow just smiles a little half smile, and makes the phone call.


Angel is sitting in his office at Wolfram and Hart, staring out the window. He's still getting used to the fact that he can look out on the daylight without becoming a torch. The last time he could do that was nearly a quarter of a millennium ago, and then he cursed the light for waking him from his drunken stupor. In a fit of anger, he'd wished he'd never see the sun again. Be careful what you wish for… He thinks to himself. It's one of the perks of this job that W&H has specially created mystical glass that allows him this little luxury. He's fascinated by the changes, the activity and the sheer volume of people out during the day. He can't seem to get enough of it.

He's still looking out the window when his cell phone vibrates in his jacket pocket. What the hell? Oh yeah…" He takes the phone out, opens it and punches a button.

" Hello, this is Angel" Angel says into the phone. Silence. Huh? The phone rings.

He looks at the phone again, his forehead furrowed. He tries another button, but it still rings. Why the hell is this so hard for me to get? A 7 year old can figure these things out. He punches another button.

" This is Angel " He says, a little brusquely.

" Angel?" Willow asks, hearing his tone, " Is everything ok?"

" Cell phones, I hate them," Angel says, apologetically, " Willow? Is everything ok?"

" More or less, " Willow says, " I really need to ask you a favor"

" Whatever I can do, name it" Angel says.

Willow briefly tells Angel about the battle with the first, and the consequent destruction of Sunnydale.

"Is everybody alright then?" Angel asks, concerned.

" Well, we lost a few of the girls… and Anya… and Spike…" Willow says.

" Spike? Spike's dead?" Angel asks, not really getting it.

" Yes, he wore that amulet thingie you brought, " Willow says, quietly," towards the end it got all glowy… well, you could say it was the big finale."

" So everybody else is…?" Angel asks, trailing off.

" Yeah, more or less…" Willow replies, then it hits her, " Oh… how is she?" Willow smiles a half smile, " She's fine, Angel. Do you want to talk to her?"

" No, no, that's alright," Angel says, a look of relief briefly washing over his face. He changes the subject, " so, Willow, what can I do to help?"

" Well, with the hellmouth kinda collapsing, taking Sunnydale with it, we're … well, we're kinda not having any place to stay… and some of the girls need medical attention, you know… so…."

" Don't worry, Willow, I can make arrangements here, it's covered, " Angel says.

" We're not having a lot of money, Angel… so…ummm…" Willow feels kind of bad having to mention this, " So, if you could find a way to keep the costs down…"

" Don't worry about that. It's covered, trust me" Angel says, looking around the office, " You just worry about getting them here. I'll take care of the rest."

" It's only until we can get things settled…" Willow protests.

" Willow? Don't worry about it. Trust me, it's covered, " Angel says, firmly. " What else can I do?"

" Well… now that you mention it, " Willow leans in, covering the phone with her hand, " I'm kinda thinking… Buffy wouldn't mind you being there when we arrive? She's… well, I think she could use a friend… if you catch my drift here…" Willow whispers.

" Don't worry, Willow… I'll be there, " Angel says. As if anything could keep him away.

" Good, " Willow says, quietly.

" Ok, well… I've got your cell number… you're on your cell, right?" Angel asks

" Yes"

" Ok, I'll call you back when I've got the details arranged, " Angel says. A thought strikes him, " Willow?"

"Yes?"

" How's Faith doing? Is she holding up ok?" Angel asks.

Oh, swell… he had to ask! Willow thinks, as about 4 million confusing feelings go through her.

" Willow? Is she ok?" Angel repeats.

" Oh, yeah, she's fine, " Willow says, a shade too quickly, " she's doing great."

" Really?" Angel asks, catching the nuances in her voice, " Is everything ok between you two?"

Willow looks over where Faith is sitting, catching her looking out the window, kind of spacing. How'm I supposed to answer that one?

" Yeah, sure, things are great, just great, Angel" Willow says, trying to make it casual but not doing so well.

" Did something happen between you two?" Angel, sensing the subtext, asks.

" Happen…between us? Me and Faith? That's… that's silly, Angel. Nothing happened between me and Faith" Willow says, her voice getting that nervous pitch peculiar to her when she tries to lie.

" Uh-huh, " Angel replies, not buying that for even a minute. But he decides not to press it, for now, " Look, I'll call you as soon as I get things arranged… say an hour."

" Thanks, Angel, " Willow says, gratefully.

" Don't sweat it. It's done" Angel says," Talk to you in awhile." He hangs up.

Angel looks at his desk phone for a minute, puzzling over the buttons. He finally chooses the intercom.

" Harmony?" Angel says.

" Yes, Boss, " Harmony's perpetually cheery voice comes over the speaker.

" I need you to look up some W&H properties. Need to be able to house oh, say 20 or more people. Also, call Good Samaritan Hospital. Tell them to expect some wounded girls to arrive in a couple of hours."

" Yes, Boss…I'll get right on it, " Harmony chirps.

" Also, once you pick a place, it's going to need to be furnished and cleaned, ready to go… in a couple of hours. That means, put a team on it. Got that?" Angel asks.

" No problem, Angel. It'll get done, " Harmony says, " Anything else?"

" That's it, "Angel says, " No, wait. I'll need one of the special cars brought up in an hour or so. Going to the hospital to meet them."

" On it, Boss, " Harmony replies.

Angel leans back in his chair, hands behind his head. A small smile creeps across his lips.

Willow and Faith? Hmmmm….

He turns to look out the window.


Faith stares out the window, but she's not really seeing the scenery going by. She's seeing the inside of her cell back at prison. She knows that now that this little 'vacation' is over, she has to go back. She knew she was going back ever since she went flying through the glass wall at the visitor's area when she escaped. She was ok with that. She knew she still had to pay for her crimes, and while she wasn't loving having thousands of half psycho roomies, she accepted that this is what she had to do to atone.

Now that the time was drawing near, however, she was full of squirminess. The idea of going back to that hole, with it's rules, it's daily fight for status(just so you're left alone), it's …pallor… was making her stomach churn, and her nerves fray. Not because she wanted to weasel out. That wasn't Faith's way. Not now, anyway. I did the shit, now I gotta do the time. Not wanting any favors here. But the last couple of months had shown her something different… something she hadn't had before. Being part of something. Something bigger than herself. It showed her a life she really, secretly desired. Something everybody desires… having friends, family… a place you belong. Not that she'd ever admit it. You mean me? Family, friends, all that crap? Gimme a break. That's for suckers, ya know? But even the toughest heart responds to the smallest kindnesses. Faith is no different. This isn't saying she's gotten soft, or trusting. Just that she, like everybody else, wants a place that when you're there, their eyes welcome you.

Faith feels, somewhere deep inside, that maybe she's found something like that now. She won't let herself believe it, because she's been hurt too many times, by the very people who were supposed to ' care about her'. What the hell am I thinking? It's bogus. Nobody in this life cares about anyone but No.1. It's over, the baddies are dead, now everybody can go back to being who they were. Stick to your rules, Faith. They've never let you down. Get in, get some, get gone. Me, I'm gonna do whatever I gotta do to get done with the prison thing, then I'm gonna find me my own place. My place to be. Fuck this crap. I know who I can count on, and it's me! I don't need nothin' else, or nobody else. Never have, never will. Hard as she tries, however, as much as she lays on the tough cynicism, it's just not the same for her. It can't be, she's changed. She's not the same as when she was a teen… she's seen too much, felt too much, and experienced too much. She won't admit it, even to herself, but she's grown up, and she wants more..

Well, fuck me. Doesn't really matter what I want, now does it? Faith glances over to where Willow is sitting next to Kennedy, holding her hand, leaning in on some secret conversation their having. She's got what she wants… who she wants, and well… that's that. Anyway, why would I want that crap? I mean, shit. I'm meant to be free. No fucking ties for me, nothing to hold this girl down. When I get outta that fucking place, I know what I'm gonna do. Get me enough money to get me a major league bike, then ride this country, see what the what is. Til I find a place I wanna be. It's gonna be sweet. Anybody fucks with me… well, they'll soon learn fucking with me costs a whole lot. Yeah. I like it. Nothin' to hold me back, hold me down. Free.

Faith settles back, and closes her eyes , a small smile on her face. She's thinking about how good life's going to be for her, and for a little while, it pushes away the small pain she feels about what she thinks she's losing. For a little while, she can be somewhere else, somewhere nice.

Anywhere but here.


Kennedy gets up to cruise to the back of the bus, to check up on the wounded, and talk with some of her friends. Willow is left sitting alone. She glances over at Faith, and notes she's dozed off. Watching the sleeping slayer, she smiles. Goddess, looking at her sleep, who'd guess she's so tough, so darned cynical? Maybe only when she's asleep that she can show that other side of her… the side that's soft, and vulnerable, and wants to be loved? Willow's brow furrows. Where'd that come from? Faith pretty much made it clear, always had, how she feels about that stuff. Like, it's ' bogus, stupid and for suckers'. Why'm I feeling like.. Ah, it's stupid. She's not wanting that kinda stuff. Maybe I'm wanting it … hoping it's the same with her. I shouldn't even be thinking this way. I know… I KNOW… that night meant nothing to her. Hell, she's probably even forgotten about it. I don't even know why I did it. Liar. You know why… you needed her, badly. You still need her. But that's … it's… forget it… nothing there, nothing going to be there. She told you that. Just forget it, Will. You got Kenny… not fair to her to be mooning over someone else…

Much as she wants to, however, she just can't leave Faith alone. She gets up, and sits next to her. Faith stirs, as if she senses Willow's presence. She half opens an eye, and a smirk travels across her lips.

" Hey, what's up, Red?" Faith asks, her voice hoarse from sleep, " get bored with the baby slayer already?" Faith asks, tone cynical.

"No, " Willow replies, slightly annoyed. Why do you always got to be so damned harsh? "Just came over to see how you're holdin' up".

"Well, you know me, Red," Faith says, " Like a cat. Always land on my feet."

"Ok, Faith, " Willow shrugs, " just… well, you looked a little distracted, earlier."

" Gee, with you huddlin' and cuddlin' with Ken-doll, didn't figure you'd notice anything else, " Faith smirks.

" What're you talkin' about?" Willow asks, really getting a burr under her butt." We were just talkin is all". She looks at Faith like she's nuts.

" Ah, c'mon, Red, looked pretty cutesy and all gooey from here" Faith says, ribbing her, " getting to look a bit hot and heavy, you know?"

" Nothing was…." Willow stops, giving Faith a hard look, " why am I even explaining myself to you? Like it's any of your biz, anyway?" Willow feels a flush creeping up her neck.

" Dunno, Red" Faith replies, teasing her, " but your really cute when you're all upset".

" I'm not upset!" Willow hisses at her.

"Really?" Faith says, all innocent.

Willow looks at her, seething. She doesn't know if she wants to slap her, or what. And it's the ' or what ' that kind of wigs her out. She knows Faith is teasing her, trying to get to her. Dammit, she's succeeding, too.

" You know what, Faith?" Willow says, squashing her anger, her tone turning a little frosty, " I don't even know why I bother. I just came over to see how you were, talk a little, maybe. My mistake," Willow says, getting up, " I don't need this crap from you." She starts to walk back to her seat.

" Hey, Red, c'mon, I was only teasing, geeze, " Faith calls out. Good one, Faith, piss off the only friend you probably got here. " Hey, it was only a joke!"

Willow turns around, her face angry, " Screw you, Faith. Not everybody's out to give you grief, Faith, or hurt you. Do me a favor, grow up." Willow turns and walks away.

Faith watches her walk to her seat, and then turns away.

Good one, Faith. Real good. Yup, you're somethin', alright.

Ya really know how to charm 'em, don't ya? But geeze, talk about growin' up? Geeze, Red, get a sense of humor, ok? Don't take everything so life and death like. Whatta tight ass.

Bitch!


There is about zero privacy on a school bus. The only reason Kennedy didn't hear what was going on up front was that she was chatting with her friends in back. But that doesn't mean the little tiff went completely unnoticed.

Xander leans over to Buffy and whispers, " Hey, Buff… what's going on with those two, anyway?"

Buffy shrugs, looking at the two, " I dunno… but they've been acting kinda weird last couple of days," Buffy replies. Kinda like ever since I sorta heard Faith doin' it with one of the girls… you don't…naw, that's just insane…

" You don't think… I mean, Will and … " Xander asks, and answers, " No… no way. I mean, that's just… crazy. Can't happen."

They look at each other, and shudder. Buffy, with a half smile, speaks up.

" Yeah, can think of weirder stuff… like, you and insect woman" Buffy says, arching her brow, " or you and… Cordelia…or…"

" Ok, stop, I get it. I get it. I'm attracted to demon women, " Xander says. He gets quiet.

Buffy realizes that he's thinking of Anya. She puts her hand on his and squeezes. He looks at her, a sad and grim look on his face.

" Sorry, bringing up bad stuff," She says quietly.

" It's ok, " Xander says, trying to put on his trademark grin, and not quite making it, " I just gotta get used to it. She's… gone" Xander's grin slips. He shuts his eye tightly, trying not to cry." Hey, Buff, does it always feel like someone drove a sword through your heart?"

" Yeah, until somebody comes along and rubs salt into it… then it really hurts, " Buffy says, knowing exactly what he means.

" I can't believe she died and that…" Xander turns and glares at Andrew, who shrinks down "… guy lived. Where the hell was that ' me first ' attitude she so perfected? Where was that marvelous self-preserving 'run away from it' instinct of hers? Why the hell did she have to pick NOW to be brave?"

Buffy hears the catch in his voice, and sees the tears rolling down his face. She puts his head on her shoulder, and strokes his hair, trying to comfort him.

" Just let it out, Xander, it's ok" Buffy says, soothingly, " It's gonna be ok, it'll be ok. It's gonna get better, I promise."

"When?" He chokes out.

Buffy doesn't answer, she just strokes his head, letting him express his grief.

She really can't answer. She doesn't know.

She's still waiting to find out.


Good to his word, Angel is waiting for them when the school bus pulls up in front of the emergency room entrance to Good Samaritan hospital. The sun hasn't quite set in the sky, so he hangs back inside, waiting for them to come in.

Buffy is first off the bus, followed quickly by Faith, Willow and Xander. Followed by Giles, they head towards the back of the bus, and open the rear door. Slowly, carefully, they start helping the wounded exit the bus. Orderlies with rolling stretchers meet them, taking the more seriously wounded girls into the hospital. The other wounded girls walk in on their own.

Buffy leads the procession, talking with and trying to cheer up the wounded. Faith and Red follow, but seem to keep scrupulously apart. Xander follows after them. Giles tells the other girls to remain on the bus, they will be heading for lodging as soon as the wounded girls are taken care of. He then follows the others inside, turning towards the admissions desk at the door.

From his vantage point, Angel observes all of them. Of course, his focus is on Buffy. He can't help but notice the changes in her. Her sense of poise, her sense of self confidence and leadership. There is no question she's in charge. She may be cookie dough still, when it comes to love, but as a slayer, she's definitely complete. Yet, for all her new confidence, he senses that old uncertainty still lurking not too far from the surface. It's not in her words, or her face, but her body language doesn't match up with her actions. She knows what she has to do, and is doing it… but he can sense that when she gets alone, she has a hard crash coming.

He also notices Willow and Faith. They're assisting Buffy, trying to keep the girls' spirits up while waiting for medical attention. He also notes a definite strain between them. As if they can't wait to get away from each other. They hardly speak to each other, and when they do it's chillingly polite. Hmmm… not what I was expecting at all. I thought when talking to Willow that… well, got that wrong, I guess.

He looks up to see Buffy staring at him . Briefly, their eyes lock. Then without words, they move together, and she's in his arms again. For a brief moment, the years and the pain seem to melt away, and they just hold each other. They look at each other, and again, without words, they share a brief, affectionate kiss. Then she releases him , and steps back a little.

" How're you doing? " Angel asks quietly, noting how tired she looks. And yet, still so damned beautiful.

" I'm fine," Buffy answers automatically, then grins sheepishly, " ok, I feel like I've just gone through the crush and mangle cycle on the washer, and could sleep for… forever." She sighs, " but that's not likely to happen too soon."

" What?" Angel asks, "What's wrong?"

" Nothing, " Buffy sighs, " Well… nothing really. Just too tired."

" Yeah, Willow told me" Angel says.

" Told you what?" Buffy asks, suspiciously.

" Just that you couldn't… or wouldn't sleep… very often lately," Angel says, a little reprovingly.

" Yeah, well you have a houseful of girls threatened extinction by a big bad. See how you sleep," Buffy says, irritated. Wish oh wish Will would keep her nose where it belongs!

" Fair enough, " Angel concedes, " look, Buffy, I don't want to fight. I'm just worried about you, is all."

Buffy looks into his eyes, and sees the truth behind his words. She moves back into his arms.

" I know. Kinda feeling bitchy, sorry, " she says quietly." Mmmmm" she sighs, enjoying however briefly having his arms around her again. She snuggles a little closer. " Think we can do this for , oh say forever?" She says into his chest.

"As long as you want, Buffy, " Angel says quietly, holding her close.

And for a time somewhat shorter than forever, they just stand and hold each other.


From another part of the room, Willow looks up and sees Angel and Buffy. A little smile plays across her face.

"Well, aint that sweet?" Faith says, mockingly, " Hope you remember that soul restoration spell, Red, just in case".

Willow whirls on Faith, who is standing behind and a little to her left. " What IS your trauma Faith?"

Faith just rolls her eyes and turns away. Willow isn't going to let it go with that, however. She goes over to Faith, and grabbing her arm, starts to drag her away. Faith digs in her heels.

" Hey, Red, take a chill, ok? Not goin' anywhere" Faith says, bringing up Willow short. Then she looks at Willow's eyes, and notes they've gone black. A little chill goes through her heart. Willow tightens her grip.

" Come with me now, Faith, " Willow says harshly, her voice an octave deeper than normal. Faith, normally unflappable, feels the tiniest bit of fear. She allows Willow to drag her to a more private setting.

Willow drops Faith's arm, staring at the dark haired woman. Her face is a mixture of anger and confusion and frustration, because she's just not getting Faith's 'tude. Faith seems to be reverting to form, her old form, and Willow is not liking it one bit. Faith for her part is standing slightly slouched, feeling angry and resentful. She doesn't like any of this, especially Willow acting like her mother, reprimanding her. Her lips are tightly compressed, her nostrils flared, and her eyes wide and more than a little angry looking.

" Alright, Red, you got me here, now what the hell do you want?" Faith asks, resentfully.

" I wanna know where the hell your 'tude is comin from, Faith, " Willow says, " You've been acting all itchy since we left Sunnydale. So what's your deal?"

" Hmmm… seem to remember someone reminding me that they don't have to answer to me… kinda goes both ways, Red, " Faith says, " So, to put it plainly, butt out!"

" IF you wanna treat me like crap, fine, no big, " Willow retorts, " don't care. But you're starting to pick on my friends, so no, not gonna butt out, Faith, " Willow says, " lets put this in terms you might understand. What's your problem, Faith? What's bugging you?"

" Right now? You're my problem " Faith says. She draws herself up, and advances on Willow. " Get outta my face, witch!"

" Think you scare me, Faith?" Willow says, quietly. " Get real." She waves her hand in front of herself and says "thicken"

Faith stops as if hitting a wall. She puts up her hand and feels the energy field in front of her. She smirks.

" Nice trick, Will-OH" Faith says, sarcastically, " What's your follow up? Pull a rabbit out of a hat?"

" Nope, this, " Willow says. She raises her hands, pointing them at Faith. " Away and hold" She intones.

Faith finds herself flying back against a wall, and being held … by nothing… but she can't move. That doesn't stop her from trying, though. She struggles against the invisible bonds.

" Forget it, Faith, " Willow says, walking up to her, "You're not getting out of those 'til I release you. Now, again, What the hell is eating you?"

" Kinky, Red, " Faith sneers," Hey, if you wanted to play, why not just say so?"

" Get over yourself, Faith. I'm not all that attracted to sluts."

" Really Red? Funny, didn't hear you complaining!" Faith mocks her.

Willow feels her temper rising, the anger and frustration building in her. Along with it, the darkness is rising, and that scares her. No, gotta keep this in control. She pushes back the anger, and the darkness, and gets right up into Faith's face.

" Why're you doing this? Why're you so damned angry?" Willow asks, "What'd I do to piss you off?"

" Talk about getting over yourself!" Faith says, sarcastically," listen , Red. You think I give a rat's ass what you think about me… any of you?"

"Beginning to think you don't," Willow rejoins.

"Finally reality sets in on that thick skull of yours, " Faith says, " Where'd you get the idea I gave a damn about you? Oh, you mean the fuck? Well, that's all it was, Red. A fuck. Nothing more or less. It was nice, but believe me, I've had better. So, don't think it means squat to me!"

Willow, struggling to keep calm, loses it for a second. Faith feels like a thousand needles pricking her at once

" Gaahh… What the hell was that?" Faith growls, angry and sore." So, what's that about, Red? Into torture now?" Faith gives her a disgusted, dismissing look.

"Sorry, sorry, " Willow says, feeling a little remorseful. Then her temper flares up", dammit, Faith. Why are you so treating me like dirt? What the hell did I do to you?"

" Your so all powerful and smart, Red, " Faith mocks, " figure it out."

Willow waves her hand, and says a small spell under her breath. Faith, released from her bonds, falls to the floor. She brushes herself off, and looks at Willow questioningly.

" We're done, " Willow says, her tone disgusted and angry and a little hurt at the same time, " Don't even know why I bother. You wanna be the psycho-slut-angry-bitch, go ahead. I don't give a damn" she starts to leave, then turns back, " just stay the hell away from me and my friends, ok, loser?" She turns and again, starts to leave.

" That's right, walk away. You're real good at that, aren't you?" Faith says, rubbing her wrists. " Things get tough, go running for your beloved Buffy. Go hide with your friends. Oh, that's right… are they your friends? Or maybe getting a taste of the REAL Willow, the dark Willow, has scared them shitless. Face it, girlfriend, when it comes to friends, you're like me now. You're batting what? Zero? Yeah, kinda thinkin' so!"

"What do you know?" Willow says, harshly, " you never had a friend. My friends love me!"

"Yeah, sure they do, WILL-OH, " Faith mocks, " I guess that was another Willow who told me about how her friends watch her, just waiting for her to slip up, go all dark and veiny. Who treated her like she had leprosy or somethin' when she came back from being ' rehabilitated' in England," Faith says, her tone edging on bitter, " Gee, Red, tell me, how'd you do it?"

" Do what?" Willow says, edgy and puzzled.

" How'd ya manage to convince them not to throw your ass in prison?" Faith says, " Did you put on the little Mary Sunshine act, tellin' how sorry you were? How you'd never, EVER do that again!" Faith smirks, " did they buy it? Maybe your scoobies hid the evidence, huh? How'd ya do it, Red? How'd you get away with murder?"

" You…. BITCH!" Willow screams, running at Faith, clawing at her. Faith just grabs her arms, and holds her at bay. Willow, enraged, tries to break free. All she wants to do is scratch Faith's eyes out. The BITCH!I

" How's it feel, Red? Being called a murderer? " Faith says, bitterly, " Now you're getting a tiny taste how I feel. Think I don't know what you goody-goodies feel about me? Think I'm that stupid? Think I can't see it in their eyes when they look at me… in YOUR eyes, Red? Yet, guess what? I'm paying for my crimes. I'm still payin' for it, gonna have to go back to prison. Think I don't know that? But it really pees me off, " Faith says, " I do bad, I get to rot in jail. You do bad, and everybody's all " Oh, poor Willow. We gotta treat her special". It's a crock, Red, and your full of the brown stuff in the crock!"

Willow stands aghast… and feeling like that crock. She's right, I should've gone to prison. I deserved it, after what I did. But I didn't… and she did! She chose to go, to fix herself. Goddess, why the hell am I so blind? Why didn't I see what it was!

"Oh, cut it out, Red. Stop lookin' like that. I was just blowin' off steam, 's'all, " Faith says, her tone quiet, " I wouldn't wish that on anyone… hell, you couldn't survive a day there. They'd eat you for breakfast, and spit you out, " Faith's voice has an edge to it, " I wouldn't wish that rat hole on anyone…" Faith scrunches together, as if trying to protect herself.

" Faith…" Willow says, her tone softened, her anger vanished like smoke. Now that she knows what's upsetting Faith, she's not mad… only sad for her.

" Don't" Faith says, moving away from her… " Just don't. I know what I gotta do, don't get all weepy and …pity me… I don't like that!" She turns her head away, not wanting to look at Willow.

" Faith, look at me, " Willow says gently, reaching out and touching Faith's shoulder with her fingertips. " Please, look at me."

" Don't wanna, " Faith says, almost childishly, " Don't … just go away, let me alone. GO. GET OUTTA HERE, LEAVE ME ALONE!" She shrugs Willow's touch off, and moves further away.

Willow won't let her alone, however. Faith's need is rolling off her in waves, and Willow won't let her be alone. She won't, she just won't.

" Faith, " Willow says, moving to her, but not confronting her. She lays both her hands on Faith's shoulders.

" Are you still here?" Faith says, callously. " Are you that incredibly stupid, Red? Do I gotta draw you a picture? You and your whole little 'gang' make me wanna barf. Go away, ok? Just go, so I don't have to look at your ugly face again!"

Willow just lets it slide off. She knows Faith is just lashing out, trying to hurt like she hurts. Willow just gets closer, sliding her arms around Faith, pressing into her back. She lays her head on Faith's shoulder.

" Faith, honey, just look at me, ok?" Willow almost whispers it in her ear.

"Why won't you let me alone?" Faith cries, sounding anguished, " you gotta girlfriend, go torture her!"

Faith struggles, as if to escape her, throw her off. But it's a weak, lame attempt. Maybe because she really doesn't want Willow to go, to let her go. Maybe she needs to be held. Whatever it's, she doesn't break free of Willow's embrace.

"God, I don't wanna go back," Faith says, finally breaking down, " I hate it there, " Her voice sounds hollow, as if her heart has grown cold, " It's… like being in a box, with lots of hole so they can watch you, watch you… always watching you. If it's not the guards, it's the fucking snitches and narks. But for all the watching, it's… so alone, you feel so alone, " Faith says, her voice trembling, " No one is close. You don't get close, not if you wanna make it. Shit, I've been attacked so many times, they threw me in the fucking hole to protect me. Yeah, like I needed that. I can handle myself… but that hole… it's fucking…torture, even worse than just being there. I hate it so much, I don't wanna go back.. but I gotta, I know I gotta…" Faith ends, her voice in despair.

Willow doesn't say a word. She just hugs Faith, holding her close.

" It's fucking worse now, " Faith says, bitterly, " now that I've got a taste of freedom, it's a hundred times worse, thinkin' of going back to that crap hole," Faith pauses. Then she breaks away from Willow, and walks to the other side of the room, trying to keep a distance. "You're not making it any better, Red, so back off!"

Willow's brow furrows, wondering what she did wrong. She stands there, not following Faith… either physically or in the conversation.

" Stop that. STOP THAT!" Faith, looking at her, yells," you stop looking all hurt and confused. God, do you like making me feel like shit? Does it make you happy?"

Willow stands mute.

" Oh, god why do you do that? Why? Do you think … I like this? Do you think I like what I'm feeling, what you're making me feel?" Faith shouts at her, " I'm gonna be stuck in that prison, and I got all this crap going on inside, and I'm hating it because I don't want to feel it, don't need to feel it and you're gonna be with your girlfriend having a good time and I'm gonna die everyday knowing I can't ever see you again because you'll be gone and I hate you , hate you, hate you so GET THE HELL AWAY FROM ME!!! " Faith screams out the last, and runs out of the room, leaving Willow standing there, looking shocked and confused.

What the hell… ???

Willow runs out after her, calling her name.


"Faith… FAITH!!! Wait, come back…" Willow calls out. Not really looking where she's going , she nearly runs over Angel, who's sitting on the floor, looking stunned. Buffy is standing over him.

"Willow!" Angel says, getting up, " What the hell happened between you two?"

"Angel, I don't have time for this!" Willow says, starting to move away. Angel blocks her way. She tries an end run around him, but he blocks her. " Angel, get outta my way, please!"

" I don't think so, Willow, " Angel says, " I want to know what happened. Faith came running out here like a shot. She shoved me out of the way, cursing at me, getting out of here as fast as she could. I haven't seen her like that since the bad old days. " Angel's voice sounds upset, " so I'm wanting to know what the hell happened."

" I can't do this now, Angel, I've got to find her!" Willow says, turning and starting to leave. Angel grabs her by the arm.

" Willow, I think right now best thing is for you to let her alone. She's angry, upset, and might…" That's as far as he gets before Willow turns on him.

Willow's eyes have gone black, and her expression is hard, and angry.

" I said, let GO of me!" Willow, her voice dropping an octave, exclaims. Before he can do anything, Angel feels a force like a giant's fist pushing him away from Willow. She runs out, pushing Buffy back when she tries to stop her.

Angel and Buffy, both on the floor now, look at each other with concern and some fear.

Faith and Willow both seem to have jumped off the wagon.

That doesn't bode well.


Willow runs into the street, but Faith is nowhere to be found. Well, of course not. What did you think, she'd be sitting here waiting for you? Now what?

Willow stands, indecisive. She hesitates to use magic, hating that the darkness still shoves it's way out when she gets upset or angry. But she'll never find Faith if she just goes looking for her. And she's gotta find Faith. Before she does something stupid. Or hurts someone. Or herself.

She closes her eyes, and gathers her concentration. Carefully, she intones the spell.

Goddess Aradia, I call on thee,

Goddess Aradia, hear my plea.

Lead me now by light I'll see

To her that seeks to flee from me

There's a shimmering in the air near her, and then a ball of light grows out of dark. It begins to move off in a direction, and Willow follows it, knowing it will lead her to Faith.

Minutes pass, then half an hour, then an hour, as Willow follows the glowing orb. She begins to wonder at the efficacy of the spell, as the light seems to zig and zag, then doubles back on itself, the goes off in a completely new direction. After ninety minutes, she's totally lost, confused by the seeming randomness of the glowing sphere's movements. One thing she does know, she's not liking where she's at. It's dark, and doesn't look particularly safe… or friendly. But she's committed to finding Faith, so she follows the orb's path.

Finally, after nearly two hours, the orb stops in front of what looks like some kind of bar or club. Even on the sidewalk, she can hear the raucous beat of the music from the club. Willow feels queasy. Where the heck am I, is Faith really in there… do I really want to go in and find out? Steeling herself, knowing this is really a bad idea, she opens the door and walks inside.

Even though it's better on the inside than out, Willow is still feeling totally out of place here. The club is medium size, with a bar along the sidewall, and the rest of the place devoted to tables, a smallish dance floor, and a micro sized stage that barely fits the band and it's equipment. The customers seem to have walked out of a bad biker movie, all leather and jeans and not looking like they wash to frequently. Although Willow has long abandoned the ' Hello, kitty' cutesy clothing of her college years, she still feels as if she's not exactly going to be blend-o girl here. She's wondering if maybe she shouldn't leave, now, before someone really sees her… when she sees her.

Faith is dancing in the middle of the dance floor. Per her custom, she's surrounded by both men and women, and it's pretty obvious she's not exactly a nun. She's dancing with a rather tall, beefy looking guy, who has his arms around her waist. She's facing out, away from him, but her body is pressed up close and wriggling more than suggestively against his. Much closer, with any more wriggling, and it probably wouldn't be dancing.

Willow, from the sidelines, watches Faith's actions in shock and fascination. Perhaps more shocking, however, are the strong feelings of anger, betrayal and jealousy that're coursing through her. She can't believe how intense those feelings are. Dammit. Not fair. Shouldn't feel this way… the fucking slut bitch! Look at her get all cozy with some goddamn stranger! Why the hell am I even here? Pretty damned obvious she doesn't care … then why'd she say those things? If she meant it, why is she here, nearly screwing the guy on the dance floor. WILLOW!!! GOD, what're you saying? It's not like… but she… Why? … dammit. Why'm I even feeling this crap? Gotta go, gotta get outta here.

Willow turns to leave, feeling like her stomach's been kicked. But she stops when she hears Faith.

" Uh, oh… Nana Buzzkill's here!" Faith says, in a loud, deprecating tone.

" Yeah, sorry. Shouldn't have come. Big mistake" Willow mumbles, turning away

"Ahhh, What's wrong, Red?" Faith says, in mock sympathy, " ' Fraid you'll actually have some fun?"

"Screw you, Faith" Willow calls back over her shoulder as she's leaving.

" Oh, dear. Is Will-OH all upset and cranky now?" Faith says, sardonically. " Gonna go cry now, Will-OH?"

Willow feels a flush rising in her neck. She wants to hurt something…

" Cry? Over you, slut-girl? Hardly, " Willow says, nastily. Then she adds the knife, " You're beneath me"

Faith feels her jaw tighten, but she holds her temper," Hmmm, " she purrs, wriggling her ass into her partner on the dance floor, " Didn't seem to mind to much when you tried to fuck my brains out."

" Yeah, but that was just a fuck , Faith, " Willow sneers, throwing her own words back at her," didn't mean anything."

" Oh, really?" Faith says with a smirk," then why're you here?"

Willow reaches into her purse, and throws some coins on the floor, " Forgot to pay you " Willow sneers, turning to leave.

Everything seems to stop. Faith looks at the coins tossed on the floor, and hears the laughter of the crowd. She feels a hot, deep flush rising to her face. She watches Willow's retreating back.

" YOU…. FUCKING… CUNT!!!!" She screams , lunging at Willow. She tackles her, knocking her to the floor.

The crowd forms a ring around them, and starts to chant " Fight, Fight, Fight!"

Faith turns Willow over, kneeling on her chest. She cocks her arm back as if to punch Willow.

" What's wrong, Faith?" Willow snickers, " Not enough?" She spits on Faith, " Sorry, forgot the tip."

Faith barely keeps her temper in control. She wants to pound Willow's face into the floor. Instead, she just slaps her. Hard.

Willow feels like her jaw's been rearranged, but she doesn't back off. " C'mon, Faith, you wanna hurt me, you know you do."

" You're not worth it, Red," She growls, standing up. She brushes herself off, trying to get control of herself.

"What's the matter, Faith?" Willow says, pushing herself off the floor, " 'fraid to go back to prison?"

In a flash, Faith is on Willow. She's pulled a knife from her pocket, and has the point under her chin. There's a collective gasp from the crowd, and people start to back away.

" Who's afraid now, Red?" Faith hisses, seeing Willow's wide eyes and paled face. She wipes the flat of knife over Willow's cheek. " You ready to die?"

" Go ahead, Faith, " Willow says, nervously. What the hell am I saying? " If it'll make it better, do it!"

They stare at each other for what seems like forever, but isn't more for a second or two. The sound of a pump action on a shotgun is heard.

" Drop the knife, " The bartender calls out from the bar, " drop it, or I blow your head off!" He has the shotgun pointed right at Faith.

Faith looks at the bartender, then back at Willow, then at the gun. She lets the knife drop. She shoves Willow into the crowd.

" I hate you… I HATE YOU!" She screams, the makes a dash for the exit, disappearing into the crowd.

Willow is helped to her feet, and the bartender calls out again. " Are you all right, Miss?" He asks.

" I'm fine, " Willow says, noticing he's still pointing the shotgun in her direction.

"Ok, then. I think you better go too. Don't want any trouble, and I don't need this crap," He says, harshly, still aiming the gun in her direction.

Willow, heart pumping, feeling like she's ready to vomit, just nods. She walks towards the exit, feeling the eyes of everyone on her.


The night air is a shock to Willow. Overheated, over stimulated, angry, scared and frustrated, she stands for a moment, feeling woozy. Her body is aching from her fight with Faith; her jaw feels dislocated, her stomach is threatening to heave. And she doesn't care.

She's miserable and alone. She's never felt more alone in her life. She looks both ways, and no sign of Faith.

Dammit, why'd I do that? I just drove her farther away. What the hell is wrong with me?

She looks around again, trying to remember which way she came. But she can't remember. She's too broke to get a cab… if one would even come. And she's too tired and discouraged to even do a guiding spell. The day and the night catch up with her, and she sits heavily on the curb, starting to cry. All of it's been too much, way too much, and she can't hold it together any longer. She's so buried in her pain and grief, she doesn't even realized she's being watched.

From the alley beside the bar, Faith watches Willow. Her gut churns when she sees Willow sit down and start crying… it feels like a sharp, hot knife to her heart. But her pride, her stubbornness won't let her go to her. She just stands in the alley, watching over Willow.

After awhile, tears drained, but feeling no better, Willow stands up. She looks around, but still doesn't see Faith, who's ducked back into the alley. She sighs. What now? What'll I do now? If I follow her again, she'll just run away. God, I messed up badly. I shoulda just let her get it outta her system. Well, good thinking NOW, Willow! Too late NOW, Willow… you moron! She summons up whatever she's got left, and casts a guiding spell. I better get back, hope maybe she'll show up. Oh, god, if anything happens to her… idiot… Idiot… IDIOT!!! She sees the glowing orb, and starts to follow it back to the hospital.

Seeing Willow cast the spell, and start to walk away, Faith comes out of the alley. Following well behind, but close enough to intervene if necessary, she trails after Willow. Quiet as a cat, she keeps watch, making sure nothing happens to Willow. Her anger is self-directed, hating herself on so many levels right now. What the hell is wrong with me? Why do I get crazy like that with her? Shit, if anything happens to her… God, I'm a fucking moron! Stupid, stupid, stupid! Why does she scare the hell out of me?

Willow senses she's being followed. She stops suddenly, and turns around, looking everywhere. But she doesn't see anything. Great, I'm getting paranoid now, too. She lingers for a minute, hoping somehow Faith will appear, and she can somehow make it up with her. Well, that's pretty dumb. Isn't gonna happen. Sighing, she turns and walks on. She sees the hospital ahead, and sighs relief. She's pretty scared being out here all alone. She starts to walk faster. Maybe she'll come back here. Goddess, please, bring her back safe!

Following a hundred yards back, Faith sees Willow turn into the hospital. She sighs, feeling like a lead weight has been lifted from her heart. She's safe, she'll be ok now. She starts to follow, then stops. She can't go back now. She's too ashamed, too proud to deal with what's going to be coming her way. She just can't deal right now.

Turning, she walks away. Not knowing where she's going.

Not caring.


To be continued.