Disclaimer: Don't own Angel, don't own Buffy, don't own DB or SMG, but I do own a wonderful collection of DVD's!

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"Good block, Laura!" Faith called encouragement to the young slayer. "Always keep them on the defensive!"

"She's getting better."

Faith turned at the sound of Spike's voice. "They all are." She took a step back, away from him. Ever since their kiss, she had tried to avoid being too close to him. The feelings she felt whenever she was near him unnerved her.

Spike noted the odd way she was acting. "You okay, pet?"

Faith shook her head. "I'm fine! I just...I have to...see Buffy!" She turned and practically ran out of the room.

Spike watched her go, wondering why she was acting so strangely. It couldn't be because of their kiss, could it? She seemed to be avoiding him lately, and he found that he missed her, more than he cared to admit. He had tried to ignore the feeling, but it was impossible. He shook his head. What was it with him and slayers? Kill 2, kiss 2. Still, he knew he had to sort this out once and for all.

He called out to Ilyria. "Hey, Blue! Can you handle this for awhile?"

Ilyria turned her intense blue eyes to him. "Everything is under control. You are dismissed."

Spike just shrugged. He wasn't sure he was ever going to get used to the strangeness that was Ilyria.

BBB

Faith practically ran through the lobby and down the stairs to the basement. God, she needed a fight! What the hell was wrong with her?! She didn't feel anything for Spike! Okay, maybe she did admire him a little. He could fight almost as good as Angel, and he had gone through a lot to restore his soul. Of course, that was more to win Buffy than anything else, but still... He was one of the good guys now.

She walked past the cage that had held Angelus, to the corner where a punching bag hung. Just what she needed to get the whole Spike thing out of her system.

BBB

Spike heard the noises coming from the basement, and started down the steps. He paused at the bottom, watching her for a moment. Faith's dark hair was pulled back from her face, and her body moved gracefully as she delivered punches and kicks with smooth, fluid movements.

He realized as he watched her why he was attracted to her. She was beautiful, yes, but it was combined with fire and spirit, grace and strength that was a joy to watch. And, of course, if he was going to be honest with himself, that spark of bad in her really turned him on.

Faith was so intent on beating out her frustrations that she didn't notice him standing behind her. She was on autopilot, throwing punches and kicks with deadly accuracy. She spun around suddenly, knocking into Spike, sending them both crashing to the floor.

Faith landed on top of Spike, facing him. Her body was pressed against his, their faces inches apart. Her pulse was racing, and she was breathing heavily from her exertions. She took a deep breath, trying to calm her thoughts. She had to get up, get away from him before... 'Screw it' she thought. She leaned down and met his lips.

Spike's passion consumed him as she lay on top of him. When her lips pressed against his, he lost himself, wrapping his arms around her and pulling her closer.

Faith's body was on fire from his touch. She slid her hands under his shirt, running them up his chest. They broke the kiss briefly, discarding their clothes, then resumed their kiss. His hands roamed he body, and she moaned, pressing her body closer to him. Spike rolled her over and entered her, never breaking their passionate kiss.

Their lovemaking was frantic, passion ruling them. When their release came, they both cried out, then collapsed on the cold floor, arms and legs entwined.

Faith lay there, heart pounding, thoughts muddled. Slowly she came to her senses, realizing where she was, who she was with. She pulled away from him, grabbing her clothes and pulling them on hurriedly.

Spike sat up, watching her. "What...?"

"Don't say a word, Spike!" She stood up and looked down at him. "It was just sex! That's all, just sex!" She turned and hurried up the stairs, but not before his words reached her ears.

"Yeah, you just keep telling yourself that, luv. You might even start to believe it!"

Okay, I really didn't start out to write an entire Faith/Spike chapter, but, well...I kinda got carried away! Gotta listen to the voices inside your head! You write what they tell you to write! Don't worry, more B/A fluff next chapter!