Meanwhile:

Cut to:

Dawn's room.

Dawn and Kennedy had moved from the floor to the bed. They're both laying on their stomachs, reading their books.

"I'm not ready to do this spell." Dawn broke the silence.

"Why not? You've got Willow to help you."

"I know. I know she's not ready to do big spells, and this is big."

"Sounds like she's ok." Kennedy rolled her eyes. (They could hear Willow and Faith across the hall).

"You think they'd at least be quiet." Dawn shrugged, "I am trying to study."

"Probably more studying than you've done when you were in school."

"Hey!" Dawn pouted and threw her pillow at Kennedy.

"Two can play that game ya little punk." Kennedy threw the pillow back and grabbed her own pillow from under her stomach. She sat up, causing her magazine to fall on the floor. She took a powerful swing at Dawn with her pillow. Kennedy, not realizing her own strength, knocked Dawn onto the floor. She landed right on her butt. Both girls laughed and smiled together.

"Are you gonna just laugh at me or are you gonna help me up?" Dawn looked at the potential slayer.

Kennedy climbed off the bed and walked around to where Dawn was sitting. She held out her hands and Dawn took them. With a little tug from Kennedy, Dawn popped herself right up so hard that her body slammed right into Kennedy's. Dawn's hands were now resting on Kennedy's shoulders. They shared a brief, but deep, moment looking into each other's eyes. Dawn pulled away and sat back on the bed.

She quickly grabbed the big old dusty book and put it on the floor.

"I should rest up...." Dawn said distantly.

"Yeah- good idea. I'll just go downstairs...and kick one of the other girls out of an armchair ... or something...." Kennedy grabbed her pillow and turned toward the door.

"Wait—"

Kennedy turned back around to face Dawn.

"Stay." Dawn moved over in the bed, making room for Kennedy.

Kennedy walked back to the bed and sat down.

"Ok." Kennedy didn't know what to say, so the girls sat in an awkward silence.

Cut to:

Meanwhile, in the basement.

Spike is walking down the stairs is his leather duster, a black T-shirt and jeans.

He takes the duster off and lets it fall to the floor.

He sits himself down on the cot and begins taking off his shoes. That's when he notices someone in his bed.

"Uuhhhhh." Buffy rolled over and moaned.

"Sorry, luv, did I disturb your beauty rest?"

"No. The girls upstairs did. Between that laughing and the moaning."

"Guess I'll wait til morning to sleep then."

"No, Spike, I need you."

"Here we go again." Spike rolled his eyes and sat on the cot next to Buffy. "No more games, slayer."

"I don't wanna talk. Just...... hold me?"

Morning: Summers' residence.

cut to: Willow's room: Willow is in her bed sleeping, alone.

The sun is shining on her face. We can hear voices talking from the window.

Willow's eyes shot open at the realization that Faith is no longer holding her. The witch climbs out of bed and slips on a pair of jeans and a T-shirt. She begins brushing her hair with intentions of going downstairs to find her Love.

cut to: Dawn's room. Dawn and Kennedy are snuggled up close together in her bed.

"Mmm." Kennedy hummed. "Dawn?"

"Huh?" She said groggily.

"You awake?"

"Yeah... couldn't really sleep much."

"I know. Neither could I." Kennedy rolled onto her back.

"Thank you."

"For what?" Kennedy sat up and looked at the girl laying next to her.

"For staying. For holding me."

"Anytime." Kennedy smiled and bent down to grab her shoes. "I'll see ya down there."

Kennedy smiled and walked out of the girl's room.

Dawn flopped back on her bed and sighed.

Cut to:

Kennedy closing Dawn's door.

Willow opens her door at that same moment.

The girls turn around and collide into one another.

"Oh, um... s-sorry." Willow stuttered.

"Don't be, it's ok..." Kennedy smiled and continued on her way downstairs. Willow happened to be heading in the same direction. "How come you're up so early?" Kennedy asked.

"Couldn't sleep well..."

"Seems to be a trend in this house."

"I take it you didn't sleep well either?"

"Nope. And neither did Dawn." Kennedy said, trying to stress the fact that she spent the night in Dawn's room.

"Are you trying to make me jealous?"

"Is it working?" Kennedy smirked.

Willow stopped in her tracks and looked at the potential slayer... "No." She said coldly and walked out the front door hoping to find Faith.

Kennedy headed to the kitchen.

cut to:

The backyard.

Faith and some potentials along with Xander and Anya and Giles are standing around in the backyard talking.

"The time for lectures is over. We need to decide on a plan, a theory, something." Faith said nervously. "Any ideas?"

Kennedy stepped into the backyard in time to hear Faith's inquiry.

"Well, the First has appeared to a few people right, but not everyone." Kennedy spoke.

"Good point." Faith nodded.

"Maybe those people play a key part in the final battle and the first is tryn' ta play you guys." Kennedy spoke again, proudly.

"So who are we talking about here?" Xander asked.

"Buffy, Faith, Willow, and Spike." Andrew piped up.

"That doesn't mean anything." Rhona shot up. "The First can't touch any one or anything, so why are we afraid of it?"

"Cause you can't kill what you can't touch." Faith repeated the words of the First. Faith looked down and began playing with her hands.

"Faith-"Giles started, "Is there something you need to share with us?"

"The First. When it appeared to me it said that." Everyone sat in silence. Faith continued. "We're afraid of things we can't see. We're afraid of things we can't touch because those are things we can't control. We let them affect us and that's where they get their power. Because we let them control us."

"So maybe if we made it tangible we could kill it?" Andrew suggested.

"It's a thought..." Giles paused, "But we'd have to find the right spells and we have no idea how strong it would be..."

"Research time?" Xander asked reluctantly.

"I don't think we have time for research. It's almost time to take action." Faith stated bravely.

"And you have a plan?" Giles asked.

"Yeah...... Breakfast." As soon as she said the word, everyone scrambled into the house, practically running over Willow as they did.

Willow made it through the crowd without getting killed. She stood on the back stoop watching Faith doing her morning stretches.

"Hey." Faith noticed Willow staring. She stood up off the ground and walked toward her.

"Hey yourself." Willow smiled. "What was that all about?"

"The crowd running into the house? I said the word "breakfast." You know how it is."

Willow pulled Faith in for a hug. With her arms around Faith's shoulders Willow lightly kissed the slayer's lips.

"Willow!"

"What? I can't kiss you now that we've made love?" Willow whispered.

"It's not that... It's just- everyone- can see us." Willow let go of Faith.

"Does that bother you?"

"I guess. I mean no. I just don't want them to see this side of me."

"I think it's a little too late for that." Willow pulled Faith in for another hug. "They won't think you're a softy. I won't let them. Now will you kiss me?!" Willow put on her puppy face.

"How can I resist that?" Faith kissed Willow's cheek lightly. And then moved to her lips. The women stood there kissing for a while, with their hands roaming about on each other's bodies. Willow broke their kiss.

"See- that's your problem."

"What?" Faith asked, hurt.

"You can't keep your hands to yourself!" Willow joked.

"But---"Faith was interrupted by Willow's lips, crushed against hers.

"Come on." Willow held out her hand. "Let's get some food."

The twosome entered the kitchen to find several gaping eyes and mouths.

"What you ain't seen girls kiss before?" Faith snapped. Still holding hands, they searched the fridge together for food.

They crowd in the kitchen went back to their own business.

"I think someone needs to hit the grocery store." Faith yelled. Her voice was not heard above the clatter and the sound of several teenage girls rambling and arguing.