::Warning!!!::

Sex scene between women is in this chapter. if you don't like it, don't read it. The scene has been edited for rating purposes. to read thhe whole scene, e-mail me.

Cut to:

The living room, night.

Andrew and Giles and Xander are sitting around the coffee table telling stories to a small group of scared potentials when Buffy busts through the front door. All the heads in the living room turn to look at her.

"Where is everyone?" Buffy panted.

"Catch your breath luv, take a load off." Spike came into t he living room with a mug full of blood.

"What?"

"We decided that you needed the night off." Xander said flatly.

"So some of the girls went out on patrol with Faith." Amanda spoke up.

"Don't worry Buffy, Faith will take care of them. It's not like you're washed up or anything. You're just really edgy and...."

"Anya!" Xander shouted.

"No, let her finish Xander. Come on, everyone, tell me what you really think of me!" Buffy was hurt, but more so, she was pissed. She couldn't believe everyone was turning on her, especially Xander.

"Xander you have no room to talk!" She continued. "Telling her to be quiet when you're the one who said 'we decided to give you the night off.' What the hell is that?"

"Buffy, you're stressed, you need a night to relax. Faith can handle things for one night." Andrew squeaked in.

"And who are you guys to decide that?"

"Buffy," Giles stood, "It's becoming clear that your decisions are rash. You need to put more thought into your actions. You can't just jump into things."

"It's always worked before." Buffy thought for a moment. "It's always worked before."

"Maybe it's time to hand over the reigns for a while." Giles spoke softly. Buffy couldn't believe what she was hearing.

"What is this, some kind of intervention?"

"We're just trying to make sure you know what you're doing Buffy. This is the fate of the world we're talking about."

"That's how it's always been Xander! It's always the end of the world and someone's got to call the shots!"

"And for once Buffy, it's not gonna be you." Giles stood and said bluntly.

"Giles...you're with them?"

"Buddy, I have seen your behavior and frankly, I think they're right."

"Uhhh!" Buffy huffed out of the room and slammed the front door as she left the house.

"That went well." Anya stated flatly.

Spike followed the disgruntled slayer out onto the porch.

"Are you on their side too?"

"They just want what's best, Luv."

"They don't know that's best."

"I know, pet, but..."

"But I've been at this longer than any one of them. They don't know what they're getting into and when they come crawling back to me for help, just see if I care."

"You will... you always have...what's gonna stop you now?"

"I'm tired. They want a new leader, let them have one. I knew my time was to come sooner or later."

"Buffy..." Spike moved closer to the slayer. She wrapped her arms around him, and with her head buried in his chest she began to cry. The vampire held the slayer tight, one arm around her body and the other gently playing with her blonde hair.

Cut to Willow's room.

Willow and Dawn are sitting on the bed talking.

"When Buffy came back with the scythe we talked a little bit. She wanted me to help her figure out where it came from, but I told her I couldn't do it, not after what she did to you."

"But I didn't run away... the bringers came and..."

"I know, but if Buffy hadn't been mad at you, you wouldn't have been hurt like that."

"You don't know that Dawnie."

"I know, but I'm just so mad."

"I know sweetie." Willow pulled Dawn in for a hug.

"And Kennedy said—"

"You've been talking to Kennedy??" Willow sat straight up, a little alarmed at this.

"She kinda been there for me the past couple days. She's been a friend, which is more than I can say for my sister lately."

"Buffy's got a lot on her mind. I'm sure Faith will straighten her out tonight."

"Buffy didn't go with Faith." Dawn mumbled under her breath.

"What?"

"Buffy didn't go with Faith. Xander and Giles and.... well, everyone else, thought Buffy needed the night off."

"Are you trying to start world war three?"

"Buffy's my sister, and I love her, but she has to learn to control her emotions."

Cut to:

ext: summers' house.

Faith, Kennedy, Vi, Rhona and Molly were out patrolling. We see the five girls approaching the house.

Buffy and Spike are still sitting on the porch.

"Find anything interesting?" Spike asked.

"No. Just a couple a newbie vamps."

"New vamps?" Buffy stood to talk to Faith. In the background we see the four potentials standing talking about their fights that evening.

"How'd they do?" Buffy wondered.

"Actually pretty good. They just need to work on not screaming at the top of their lungs every time they see a vamp."

"Well, you think you can patrol with the girls better than I can, let's see what else you can do." Buffy went inside.

"Faith and the girls are back!" Buffy yelled.

Dawn came scampering down the stairs followed by a slow paced Witch.

"Willow...you're out of bed." Kennedy was amazed, but glad to see the witch up and about. Willow just

smiled.

Faith entered the living room where everyone was sitting. They were all quiet, awaiting a report from the brunette slayer.

"Welcome home Faith." She said to herself.

"Tell us about patrolling." Giles started.

"Nothin' out of the ordinary. Just a few fresh vamps."

"Fresh?" Giles inquired.

"Yeah. Climbin' out of their graves."

"Maybe the town didn't clear out as much as we thought." Dawn spoke up.

"Maybe not, but I don't think a couple of vampires is something we need to worry about right now." Faith stated boldly."

"What do you think we should do then?"

"Wait, wait, you're asking her for direction? You never asked me for direction!" Buffy shouted.

"You gave it freely and often." Anya said flatly. Xander shot her a look and Anya put her head down.

"I think we need to find out why this scythe is so important. Or, how it works, what kind of power it has."

"We've tried researching it, but there aren't any books or writings about it at all." Giles spoke.

"I know. The only two people who could find anything out about the scythe at this point, are Willow and Dawn." Faith said turning to them. "And I'm not about to ask you to do that."

"Faith," Dawn stood. "I want to help."

"Willow?" Faith looked at her girlfriend.

"I can't, you know that. Not yet."

"I know. I'm not asking you to. But I am asking you to stay by Dawn when she does what she has to."

"I will." The red head looked down at her lap. Faith walked toward her and held Willow's hand.

"Wait... don't I get a window to speak here?" Buffy was pissed.

The room was silent. They all looked at the blonde slayer.

Buffy bowed her head and starting with Dawn, one by one the room emptied.

Spike stood, watching the slayer from the doorway.

After leaving Buffy in the living room, Faith made her way up to Willow's room. She knocked softly on the door. There was no answer, so she let herself in and plopped herself down on the bed with a big sigh.

Faith took out her journal from under her pillow and began to write.

In Dawn's room, Kennedy and Dawn were sitting on the floor, both their backs leaning on the bed for support.

Kennedy has a magazine and Dawn a rather large book.

"Do you think Willow will help me with the spell?" Dawn asked the potential slayer.

"I don't know. Willow and I don't really get a long anymore, you know that."

"I know. I'm sorry."

"Don't be sorry. It's not your fault."

"I know but it's gotta suck...seeing her with Faith all the time."

"I'm learning to let go." Kennedy smiled and looked at Dawn. She blushed a little at this, and went back to her book.

"What is that anyway?" Kennedy asked.

"A spell book. I'm trying to find something that will help me tap into the powers of the scythe."

"Hey Dawn?"

"Yeah?"

"Have you always been magically inclined?"

"No, it's a new thing I've discovered."

"Can you float things like Willow?"

"My magic is a little different than hers. Willow uses a physical magic, moving things through space and it's very in-tune with nature. The magic I use is based on essence of things. Willow has the capability but because she's fully human, her body gets drained faster."

"So you're not fully human?"

"I am, but there's a little more to me than that."

"Tell me." Kennedy looked at the girl next to her and placed a hand on her shoulder.

"Maybe another time." Dawn whispered. "I don't want you to freak on me. You're the only one I've been able to count on lately."

Cut to:

Willow made her way up the stairs. She'd just finished saying her good-byes to Giles, Anya and Xander. Her mind was filled with worry over the spell she was to help Dawn with.

She opened the door to her room and found Faith sitting up on the bed, writing.

"Hey." Faith said.

Willow didn't respond. She just took off her shoes, and got on the bed. Faith put her journal on the table next to her. Willow got into her favorite position, resting her head on Faith's lap. Faith instinctually started playing with Willow's soft, red hair.

"We really made Buffy mad."

"See, that's what I like about you, Red. You always think of other people first."

"She's my friend."

"Even after what she did?"

"I don't care. I just want my friend back, you know?"

"Yeah." Faith began to stir a little, causing willow to sit up."

"Are you ok?" Willow asked her girlfriend.

"I'm just a little pumped from slaying, and a little nervous."

"Nervous?"

"I've never done the leader thing. I've never done the follow thing either, so it's hard for me to ask everyone to follow...when I'm not even sure how."

"Here," Willow took Faith's hand, "I'll show you."

"What?" Faith gasped, right before her lips were met with Willow's.

The kiss was short, but lingered long enough to make Faith forget what she was talking about.

"You'll show me what?" Faith wondered aloud.

"I'll show you how to follow someone else's lead..." Willow whispered into her girlfriend's ear.

"What are you talking about?" The slayer was not naïve, she was sure of what Willow was saying but she didn't wanna push. Willow straddled her girlfriend's lap and put her hands on her cheeks.

"I wanna make love to you...a-and...and I want you to make love to me."

"Red... I mean, Willow...I've never..." Faith looked down, "I've never 'made love' before. Sure I've screwed a few guys but never loved none of 'em. And I sure as hell ain't never been with a woman."

"I can show you..." Willow lightly kissed her girlfriend's lips again. "If you'll let me."

Faith put her arms around Willow's waist, and rested her head on her girlfriend's shoulder.

"Show me." Faith whispered as she held tight to the girl she loved.

Willow kissed the top of Faith's head. "You know, we don't have to, if you're not ready."

"It's not that, I just—" Knock! Knock! Knock! Someone was at the door. Willow groaned and climbed off her girlfriend's lap. Faith sat up and composed herself as Willow walked to the door.

"Hey Xander, what's up?"

"What's up?! No hug? I've barely spoken to you since I've been back and I get a 'what's up?'"

"Sorry, I'm kinda busy..." Willow stepped aside so that Xander could see Faith standing by the dresser.

"Will...you...I can't believe... with Faith?" Xander didn't know [I]what[/I] to think. "I'll talk to ya later Will."

Willow shut the door behind Xander and turned around to see that Faith was no longer in the bed, but standing by the dresser holding her toothbrush and pajamas.

Faith walked over to her girlfriend and kissed her on the cheek. "Don't look so upset, I'll be right back."

Faith walked out of the room, closing the door behind her. Willow was left alone with an empty bed all to herself.

Willow went to the closet, knelt down and pulled out a shoebox. She took out some candles and she placed two of them on the night table by the bed, three on the dressed and two more on the small table that was across the room. She walked over to her dressed and opened the top drawer. After a bit of searching, she found what she was looking for, and while she changed, she thought about Faith.

Faith came back from the bathroom and walked up behind Willow, putting her arms around her waist.

Faith kissed the back of Willow's neck, sending tingles all the way down to Willow's knees.

"You just gave me the chills." Willow whispered.

"I'm sorry, Red." Faith kissed the back of her neck again.

Willow turned around to face Faith. "What are you trying to do to me?"

"I dunno. I liked the reaction I got the first time." Faith leaned in and kissed Willow's lips.

Willow pulled back and put her hands on Faith's shoulders.

"What's wrong?" Faith asked nervously.

"Nothing...I just wanna look at you."

"Oh." Faith looked down at the floor.... "Um, so, what's with the candles?"

"They're relaxing. Come here."

Willow walked over and turned off the lights. The room was lit softly by the glow of the candles surrounding the women. Willow walked back into the middle of the room where Faith was standing.

"I know you've never done this before, but do you trust me?"

Faith nodded her head 'yes.'

"Then come here." Willow wrapped her arms around her girlfriend and softly kissed her lips.

The kiss lingered only for a second and then Willow began her favorite little teasing game. Her lips barely brushed against Faith's and every time Faith would try to kiss her girlfriend's lips, she was denied. Willow kept at this for a minute or two, causing Faith to get a little bit mad.

"Come on, Red. Don't play me like that."

"Shhh." Willow finally gave it up and kissed the slayer. This time Willow, allowing their kiss to build, took Faith's bottom lip into her mouth and held it in her teeth. Her tongue flickered across it, causing Faith to gasp a little. Willow let the lip go, and pressed both her lips against Faith's. Pulling back just a little, she kissed Faith's top lip, using her tongue just a little. She did the same to the bottom lip. Then she tilted her head just a little and this time Faith's tongue met hers. She loved the way the slayer tasted. Lips and tongues were exploring, hands were roaming, and Faith started to push Willow toward the bed.

Willow broke their kiss. "Follow my lead, remember?" Willow pulled the slayer closer to her and resumed their kiss. She turned them around so that Faith's back was to the bed. Willow gave Faith an almost rough push so that she fell back onto the bed. Willow climbed up and straddled Faith's waist. Faith gave her girlfriend a surprised look.

"Not used to this position, Slayer?"

"I'm usually the one on top." Faith said huskily.

"Well, I must be doing something you like. I can tell by the change in your voice."

"Mmmm" Faith let out a small moan as Willow kissed her again.

Willow's hands went to the bottom of Faith's shirt and started playing with the hem there. Her lips trailed their way to Faith's neck and then up to her ear, leaving several kisses and nips along the way. Faith's hands were around Willow, gently caressing her back. Willow continued nibbling on Faith's ear, occasionally using her tongue. Faith tried to do the same to Willow, but the Witch was clearly in control. Her hands slid themselves under Faith's shirt, gently caressing her stomach. Willow moved down so she could kiss the newly bared skin. The slayer's stomach was flat and tight. Both women enjoyed the sensations on Willow kissing the soft flesh. Faith had never been with someone who treated her so gently. But at the same time, still a passion and hunger.

Willow kissed her way up to the bottom of Faith's bra. She paused a moment to look into her girlfriend's eyes. Faith smiled. The kind of smile she thought she'd never get to feel on her face.

"Willow," Faith propped her self up on her elbows.

"What's wrong?" Willow said, out of breath.

"Nothin... I just ain't done this before... with ..."

"A girl?"

"With someone so kind. Someone who loves me." Faith was sitting up all the way now, and Willow was straddling her lap.

"Do you want me to stop?" Willow kissed one of Faith's cheeks, then the other. She kissed her nose, each eyelid, her chin and her forehead.

"Don't stop." Faith breathed. "Don't ever stop." Faith shook her head.

Willow placed a soft kiss on Faith's lips, but Faith leaned in causing it to linger.

Willow's hands went back to Faith's stomach. Willow looked into Faith's eyes as her hands felt their way up the slayer's sides, and her back. Faith arched a little and then allowed Willow to take off her shirt. Faith's hands did the same, mimicking the moves of the fiery red head. She had no idea Willow could be so forward, but she didn't mind at all.

The slayer's eyes widened as she saw Willowin just her bra. Almost as though it was instinct, her face went right between Willow's breasts and she placed a small kiss between them. She enjoyed the warmth she found there. Faith's hands were caressing the soft skin of Willow's back. Willow in-turn, was doing the same to Faith. Willow expertly unclasped Faith's bra with one hand. Faith did the same. The women shared a small kiss and then smiled. They held each other in a tight hug. Willow pulled back and kissed her girlfriend more passionately this time. With her hands still on Faith's back, Willow drug her fingernails across the flesh and up to Faith's shoulders allowing her to remove the unwanted clothing. Faith arched her back in pleasure and pain. She couldn't help but smile.

Faith slid her hands across Willow's back, and up to her shoulders to remove her bra, but was careful not to scratch. She didn't want to add to the witch's wounds. Face to face the women sat, Willow still straddling Faith. Willow's hands made their way up Faith's stomach and found the slayer's breasts. Because Willow was on top of Faith, Faith was sitting almost eye-level with Willow's chest. She kissed around Willow's breasts, careful to stay away from her nipples, teasing the witch. She could feel Willow's arousal on her legs through her jeans.

Faith continued kissing Willow's breasts. Her hands moved from Willow's back, around to her stomach and then down to her jeans. Faith fumbled for a second with the button. She looked down at her heads. Willow looked down at them too. Willow put her hand under Faith's chin and pulled her face up, "Please..." Willow said, looking into her eyes.

Faith finally got the button undone. She used her strength to take control and before Willow knew what hit her, she was laying on her back on the bed. Faith smirked and unzipped the girl's jeans. Willow lifted her butt enough so Faith could slide her jeans off.

Faith ran her fingers down her girlfriend's legs until the jeans were on the floor. She began to lightly kiss her way up the red head's legs, stopping occasionally to nibble. When she got to her thighs, she began using her tongue a little more... tasting her skin. She could smell Willow's arousal and this only proved to add to her own. Faith kissed her way up Willow's stomach and past her breasts. Their lips met again. Arms and legs entangled as the grabbing at each other eagerly. Willow managed to roll them over as they continued to kiss and caress each other.

Willow's hands went straight for Faith's boxers, and in a matter of seconds they too were on the floor. Willow kissed her girlfriend on the lips again and trailed her way down Faith's body until she hit the top of the slayer's underwear. Her fingers followed her tongue as she traced the outline of them. Willow looked up into Faith's eyes and pulled down the cotton panties until they were out of the way. Willow, on her hands and knees, crawled up to meet Faith's face. "You're so beautiful." She whispered. Faith tried to shy away, but was stopped by Willow's body pressed down on hers. Faith grabbed at Willow's thong and tried to pull it down. With a little help from Willow, the thong was disposed of.

"I've never been this close to someone." Faith looked into her girlfriend's eyes.

"Touch me." Willow whispered.

Faith's hand made it's way down Willow's stomach and in between her thighs. She began to play with he hair there. Willow's breathing became quick. Faith's fingers moved down further and found the folds of Willow's womanhood. "Mmmm," Faith moaned as she felt how wet her girlfriend was. Willow reached her hand down and began touching Faith in the same way she was being touched. The women looked at each other as they made love, their hands moving in unison to drive them both into pleasure.

"Faith..." Willow whispered into the slayer's ear.

"Mmmm." Faith moaned back.

"Willow!" Faith yelled out. Their bodies pulsed together as they slowed. Finally they stopped and Faith collapsed on top of willow. Their bodies still close together. "Mmmmm... Faith. My Faith." Willow said as she ran her fingers through her lover's hair. She placed several kisses on Faith's cheek and forehead. Faith looked at her and returned the soft kisses.

Willow put her arms around her girlfriend and whispered, "I wanna taste you..."

"Red, (breath) I'm beat." Faith was breathing heavy.

Willow put on her best puppy face and proceeded to nibble on Faith's ear.

"Uhhhh.. Willow," Faith breathed, "Please... Just... I need a minute." Faith climbed off of Willow.

"Was I that good?"

"I've never been so intimate before...It was scary and beautiful..."

"Come here." Willow held out her arms and Faith nuzzled right in to her lover's body.

Both women sighed as they relaxed into each other.

As they rested in each other's arms, Willow felt something wet on her shoulder.

"Hey- are you crying?"

There was no response.

"Hey..." Willow sat up, gently pushing Faith to her side. "What's wrong?"

Faith shyed away so Willow couldn't see her tears. "Will you just look at me?" The witch demanded.

Faith reluctantly turned her head toward her girlfriend. Willow used her thumbs to wipe away her tears. She leaned in and kissed the slayer's lips and her cheeks, and then took her lips again. She looked her right in the eyes and said, "I love you. Faith, I love you."

Their hearts were pounding. Another tear fell from faith's eyes.

"This is new... all this is new, and I'm here, naked with you... my body is trembling and..."

"Just tell me." Willow whispered and kissed the slayer on the forehead.

"I'm used to 'get some, get gone.' Sex was never beautiful to me. Until tonight, until right now, with you. I love you Willow."