Faith would have assumed, fifteen minutes ago, that she would fall asleep almost immediately. But to the contrary, she had gained more awareness and wakefulness, the longer she remained still in bed, and the more she focused on attempting rest. Though her eyes felt hot and heavy with weariness, her mind remained alert and active in thought, and she was pretty sure- no, damn positive- that it was because of Buffy.

It wasn't because the other girl was speaking, or making all that much noise. Her breathing was soft, if not quite even, and she didn't touch Faith, or come near doing so. But she was awake, and didn't seem to be making much of an effort to try not to be. Instead she continually shifted her position against the mattress and pillow, wiggling and pushing at the pillow or the blanket as though struggling to find herself a comfortable spot. She continually turned onto her side, then back to her stomach or back, but stayed in no positioning for more than a few minutes.

It was starting to drive Faith crazy. If Buffy didn't want to sleep, that was her own business. But why did she have to make sure that Faith wouldn't have a shot at it either?

Irritating as it was, though, Faith's annoyance was tempered with concern. If anyone needed to sleep even more than she herself did, it was Buffy. What was keeping the woman up when she should have been far beyond the point of exhaustion?

After twenty minutes of Buffy's restlessness had passed, Faith opened her mouth, Buffy's name on the tip of her tongue. She wasn't planning ahead what to say- it could have been sharp and irritated, or it could have been questioning, showing her concern. It could have even been an offer to go sleep on the floor after all, as it dawned on her with all too familiar insecurity that it might be her close proximity that was keeping Buffy up. But before she could say whatever it was that was going to come out, Buffy spoke first.

"It's too quiet in here."

Faith opened her eyes with some reluctance, a sigh emerging in spite of her attempt to stifle it as she rolled onto her side to face Buffy. The woman's face seemed pale in the room's dimness, almost giving off a light, but her eyes were almost too dark for her to see the usual bright blue-green of their hue.

"Well, you could try to turn on the fan, but knowing places like this, it's probably broken."

"I'm not used to quiet anymore," Buffy said softly, ignoring Faith's suggestion as though she hadn't even heard it. "The house wasn't quiet much, these past few years. My mom was sick, and I stayed in the hospital with her a lot. It was never quiet there. Then there were so many of us staying there, after. Willow and Tara, Dawn, and Spike and Xander and Anya were always around too. Someone was always up and doing something, there was always something, in the background. Then when all the Potentials came…"

She trailed off, expecting, perhaps, that Faith understood. Of course Faith did. She'd been staying in the same place, after all, and she knew exactly how loud it was when something like thirty or forty teenagers were sharing the same bathroom and floor space.

"Makes your thoughts kind of loud, huh?" Faith commented. When Buffy nodded, just slightly enough for Faith to see, Faith gave her a small smile, hoping that Buffy would smile back.

"What, you want me to sing you a lullaby or something?"

She didn't get quite the smile she had hoped for, but she thought there were just a few less lines in Buffy's forehead when Buffy rolled her eyes back at her.

"Yeah, no. We had enough singing going on last year, it was a whole demon thing, and knowing you, you probably would draw him right back for more."

Faith watched her bite down on her lip, her voice growing softer.

"It's just that there's so many less of us now. It's…there's almost no one left. Even the bus is too quiet, for what it should be."

Faith didn't try to joke about that. It wouldn't feel right, because she understood and felt the same sense of loss, of uncomfortable responsibility, that Buffy seemed to be trying to convey. They had won, but the victory was somewhat hollow, when so many hadn't lived to see the outcome.

"I get it," she said quietly. "I'm not great with the quiet, either. For sleeping. You kinda get used to background noise in prison, so it was a pretty easy adjustment to your place."

Silence fell between them for several minutes, and Faith shifted with some discomfort, wondering if her mention of prison had crossed some sort of undefined line between them. Since her return to Sunnydale, Buffy had mentioned her stint of "evil" and "killing people" on a few occasions, but she had never mentioned or asked about Faith's time in prison. Maybe it was something she didn't want to know or didn't care enough to know. If Angel had ever mentioned his visits, maybe that somehow rubbed Buffy wrong. Maybe she thought that he was giving Faith attention she didn't think she deserved, some kind of reward. Resentment, maybe, that Angel continued a supportive relationship with Faith, in spite of what Buffy had thought or believed he should do. Whatever it was, it had remained an unspoken fact between them. Faith hadn't even bothered to tell her about the attempt against her life, on behalf of the Bringers.

She had started to think from Buffy's stillness that she had finally gone to sleep, before the other girl's quiet voice broke the silence.

"Was it hard?"

When Faith looked back at her, raising an eyebrow in confusion, Buffy clarified.

"Prison. You could have left, if you wanted to. But you stayed. I was just wondering….if that was hard for you, to stay."

Faith considered, weighing her response. In the end she answered honestly. It was an honest question, an acknowledgement she had never expected to hear from the likes of Buffy.

"Sometimes, yeah. I thought about leaving a few times, especially at first. Just saying screw it, and running off, giving up and going my own way. But that was what I always did before, and that never worked out so great. And I had things to figure out, things I had to deal with and try and atone for, even if it didn't seem like it was gonna ever be possible. But, well, it was what Angel said I should do, and he said I could do it, even when I felt like I couldn't. And it was what you wanted, it was what you said was right. So I stayed."

Faith shrugged, as though to dismiss the serious nature of the conversation as soon as the words had left her, to give them less weight. But even in the dimness of the room she could see the stunned look come into Buffy's eyes. The girl's lips parted, then closed, before she opened them again to respond, seeming to stumble over her words.

"What…what I wanted?"

"Well, yeah, B," Faith answered, nodding, somewhat confused by Buffy's reaction. "In LA, that's what you said, that's what you said you thought I needed to be, where I belonged. In prison. You said I had to pay for what I'd done, and you were right. So I went, and I stayed. Until Wes said Angel needed me, obviously. By then I figured I owed him more than I owed prison, and then when you needed me in Sunnydale, I owed you more than prison too. So…here I am."

She watched Buffy's lips press into a thin line, a sheen of emotion Faith could not read crossing her eyes before the blonde turned her face away, just enough that Faith couldn't fully see her expression. Faith's brow furrowed as she regarded her, more puzzled than ever. What had she said that could have possibly hit Buffy wrong, by telling Buffy she was right?

"Hey, I'm not trying to make you feel bad or anything," she said finally. She propped herself into a half sitting position on one elbow, trying to get a better look at Buffy's face. "Like I said, you were right, that's where I needed to be, at least then. It wasn't all that bad."

She paused, honesty taking over again. "Okay, the food was about a step up from dog chow, and some of the guards were handsy, but I handled it, no problem. There wasn't such a thing as privacy, the beds and showers sucked, and the movies they called a privilege sucked worse. There was the smell issue with all the women who don't bother with brushing teeth or wearing deodorant, and some of them had serious gas issues. But most of them left me alone once they saw how much weight I could lift in the gym, and Angel always made sure I had commissary money, so it was all five- all right," she corrected herself.

A few sporadic episodes of a prison therapist had changed one thing, anyway, and that just happened to be borrowing her father's favorite phrase, especially since she'd never really used it honestly to begin with.

When Buffy still didn't respond, Faith continued uncertainly. Maybe Angel had told her something that Faith hadn't, although she didn't think he was the type to betray conversations had in confidence. Or maybe Willow had said something, though that didn't seem all that likely too. What the hell was bothering Buffy, then?

"I got through, B, not even a scratch. There was the attempted murder thing, but hey, that's kind of the Slayer lifestyle. Overall I've lived in worse places, and it gave me space to work on the shit I needed to work on."

Still nothing from Buffy; Faith could barely breathe. Unable to stand her unresponsiveness any longer, Faith exhaled in a near huff.

"Okay, Buffy, what? What the hell did I say?"

Buffy kept her face turned away, but Faith could see just enough of her profile to observe her eyes shut for several seconds, her face tensing up, then slowly easing before she spoke.

"I thought I killed someone, once. Before I met you."

Faith blinked, somewhat taken aback. Multiple questions came to mind, but she held back, just barely, waiting for Buffy to go on. Instinct told her that Buffy might not continue, if she were to cut her off before she'd said what she wanted to say.

"It was a guy my mom was dating," Buffy murmured after a few more moments, her chest rising and falling with an uneven breath. "He was…I didn't like him. Almost hated him, you could say. He was…I thought he was controlling, and manipulative, and I didn't like my mom…I wasn't ready. For her to see someone. She and my father had just been divorced for a little over a year, and…"

She sighed again, swallowing. "We were arguing, and he hit me. I hit him back, and I…I just didn't stop."

Faith found that she was almost holding her breath, wanting to know the end result of this story. Buffy had never been one to disclose much about herself, not even to her supposed best friends, from what Faith had been able to discern. This was a rare moment, one she wasn't quite sure she understood. Even as she appreciated this, a part of her wondered with some resentment just why it was that this of all stories was one she had never been informed of. It might have been helpful to know this, four years ago, back when she'd been in an all too similar situation. But she kept quiet; helpful as the information might have been then, saying so wasn't going to be very helpful to her or Buffy now.

Look at that, she was capable of maturity and impulse control, every once in a while. Too bad she couldn't share the bragging rights aloud.

"Turns out he wasn't actually dead, since he was a killer robot," Buffy added, almost as an afterthought, interrupting Faith's rush of inner dialogue. "But for about twelve hours there, I thought I'd killed a human being. I felt like I was a murderer. Maybe I still am, at heart."

Faith wasn't sure how to respond to that, or even what she herself believed. Was there a difference, in murdering in actuality, versus in perception? Where was it that the line was crossed? She was the last person to ask on that kind of philosophizing.

She'd gone to Catholic school for a few years, growing up, and everything that had been hammered into her back then had said that the thought was the same as the action, both an equal "sin." She'd never believed that; it had never made much sense to her that thinking of something was as bad as going through with it. But most kinds of evil did start with thoughts, or lack of thought, and that was where the first steps toward the dark side begun.

Four years ago, Buffy would have had an opinion in seconds; actions, she would have declared, were completely different from thoughts, and should have definite, immediate consequences, no matter the intent behind them. But clearly, she was different now, even more so than Faith had already observed.

"I don't know, B," Faith ventured, her voice more gentle than she had thought it would come out in its tone. "I don't have the best history when it comes to figuring out moral righteousness, or whatever you want to call it. But as far as I've seen, I'd say you've done a lot more good than you've done evil. Unless you got some more skeletons in your closet I haven't heard about yet, anyway. But from what I've seen, even when you screw up, you're coming from a place where you're trying to do good."

Buffy didn't seem to quite hear or comprehend what Faith had said. Her gaze remained somewhat clouded, far off, not focused on her surroundings as she spoke again softly.

"I used to think I could never do it. Kill someone, or let someone I love die. But I think I could, now. Once you've sent people to die, and known it would happen…once you've killed yourself…I'm not sure there's much else you can't do."

There it was, the big question, finally referenced. The one Faith had wondered from the moment Angel first told her of Buffy's resurrection, second round. She had known, the day that Buffy died. There had been a terrible, crushing feeling in her chest, and instinctive feeling of deep loss that she had only felt twice before in her life- losing her mother, and losing her Watcher, Diana. She had not needed to ask or be told that somehow, the seemingly invincible Buffy Summers had finally been defeated.

But once Buffy had returned, Faith had never asked how. Not to Angel, not to the Scoobies, and definitely not to Buffy herself. It seemed too weirdly personal, somehow, and it wasn't something anyone seemed overly eager to talk about. But Buffy had mentioned it now, and in the sharing kind of mood the girl seemed to be in, this seemed like the one shot she might have, to know. And it seemed important, even central to the pieces of what had made Buffy change.

"Buffy…what was it like, being dead?"

There was no reflective pause before Buffy's answer this time. This was something she knew well, something that she had clearly thought of for long periods of time, and had no hesitation in sharing, at least in this moment, with Faith.

"It was peaceful. I was safe, and I knew that I was loved, and everything was all right. There was nothing left I needed or was expected to do. There weren't any problems, and nothing hurt. There was nothing but…completeness. Wholeness. Everything was right. Everything was…it was right," she repeated softly, the word slightly emphasized in her tone.

Faith didn't love the repetition, or the implicit meaning behind the word. If everything had been right for Buffy when she was dead, then did that mean she felt everything was wrong, when she was alive? That the fact that she was alive was wrong, or undesired?

She had felt that, once. It had seemed so wrong, so unjust, and so terribly painful for Faith to be alive, after every cruel, terrible action she had engaged in, after the evil she had put out into the world. It had felt right then for her life to end, as some sort of payment, a righting of the wrongs she had caused. And the more selfish parts of her had just wanted her own suffering over with, no matter what might happen after her own death. She hadn't cared about herself or the world enough to wonder, or to fear.

Was that what Buffy felt now, if for different reasons? That she would be better off dead?

She remembered Buffy's earlier comment, on the bus, the thrown off remark about death, and her chest growing painfully tight. Faith tried to bring her growing unease into some semblance of order thought, so she could contradict the other girl, so she could put out there what she was suspecting. She didn't come up with the words fast enough before Buffy spoke again.

"I knew everything was all right then," Buffy whispered, her eyes fixed up on the shadowed ceiling. "I knew, even if I couldn't see. The others, they did what they thought was right. But they didn't understand."

Faith swallowed, feeling her heartbeat increase in speed. She knew this kind of talk. The more Buffy said, the less she liked it. But why was it Faith that she was talking to now, instead of one of her friends? She couldn't be expecting Faith, of all people, to do the comfort thing. Faith might know how to kill a demon or save someone's ass from being taken over by a demon- give her some kind of demon, and she could figure out what to do, even if she got put in a coma or two in the process. But talking about feelings, giving someone a shoulder to cry on or literally talking them down from an emotional ledge- that was something she had no experience in, no confidence that she could succeed at. She bit her lip, hating how helpless she felt in what to say, in how Buffy wanted or expected her to respond.

Or was that it? Had Buffy chosen her, of all people, because she felt that Faith would do the least to interrupt or reassure? Was listening and some kind of understanding what she wanted, more than to be stopped?

Fuck if Faith knew. One thing she wasn't was some kind of shrink, and the very few she'd been forced to sit in front of in her life hadn't done a hell of a lot to help her figure things out.

"Buffy?" she said quietly, hearing the question mark at the end of the name.

She was asking the other woman what she wanted, what she expected from her, what it was that Buffy needed. She heard her own confusion, even a hint of her fear, in that one simple word, as she waited for Buffy's response.

She never got one. There were no answered questions, no reassurance of her concerns. Instead, Buffy released a soft, resigned sigh, rolling onto her side more fully and curling herself up so she had no part of herself facing Faith at all.

"I'm going to sleep," Buffy told her. "You probably should too."

Faith watched her as she closed her eyes, her head far too full of questions to settle back into sleepiness. It took nearly an hour until she could hear the change in Buffy's breathing as the blonde genuinely gave way into sleep, but it was far longer until Faith felt her tension ease enough to lie back down, and still longer until she too slept.