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All the way home from his gig, Oz had been looking forward to tonight with Willow, just hanging out, holding her hand, listening to her tell him about the last couple of days. But the thing with Faith had her completely off-kilter. He'd gotten a few remarkably terse sentences about how it had all gone down, about Faith saving Buffy's life and then running off, and then the conversation had trailed off entirely.

Now they were just sitting here on his couch in silence, and while Oz was pretty okay with silence most of the time, this one wasn't okay at all.

"So … what's Giles going to do now?"

Willow shrugged. "I guess nothing. Because she's Faith, and Faith can do anything and people will just … take her back. Like nothing ever happened."

"And the investigation?"

Another shrug. "Buffy hasn't heard anything. She's hoping they'll just drop it."

"And the Watcher's Council?"

"I think Wesley talked them into letting him handle it." Willow turned to him suddenly. "Can we stop talking about this now?"

"Sure."

"Maybe … we could stop talking altogether." She leaned in, resting against his chest. Oz wound his arm around her waist, tangling his hand in her silky red hair. It was a pretty fast segue, especially for her, but if this was what she needed right now, he had no objections.

Willow kissed him, more aggressively than she usually did, and Oz opened his mouth for her, letting her lead. There was a feverishness about the kiss, almost a desperation, that had him not entirely engaged in what they were doing, trying to work out what was going on here.

Gradually, Willow shifted until she was straddling his lap, still kissing him, running her fingers through his hair. He was enjoying this more confident version of her, even while he wondered where it had come from.

Then she started moving, shifting her hips, rubbing herself against him, and warning bells went off in Oz's mind. Not that he didn't want her to do that … but she'd never done anything like it before. And this felt more like something she thought she should do than something she was really into.

Gently, he disengaged from the kiss and put his hands on her hips to stop her from moving. "Willow."

"What? Don't you … don't you like it?"

"Yeah. I mean, I guess. But I kinda get the feeling I missed something, and I want to catch up before … anything else happens."

"Oh." She let him nudge her off of his lap. "I should've known."

"Should've known what?"

"Well, you never try anything you shouldn't, and even though I know you've done … things before, you mostly don't seem to want to do them with me. I'm sorry I'm not sexy enough for you," she finished bitterly.

"That's … not exactly what I was thinking. We've been over this, Willow. I want—I want to be with you when it's the right time. When all we're thinking of is each other. And I kinda get the feeling that you're not really thinking about me right now."

She looked down, her hair falling in front of her face. "I just thought—don't you get … I mean, you want to, don't you?"

"With all my heart." Oz reached for her hand. "I think about you … that way. You know that, right?"

"Then why won't you—" She looked up at him, that little frown line forming between her eyes.

"Because I want it to be special. For you, and for me. Come here." He tugged on her hand until she was nestled against his chest, her head on his shoulder. Oz stroked her hair gently. "You want to tell me what brought all this on?"

She stiffened against him and pulled away. "Not really."

He thought back on what she'd told him about the last couple of days. It had all been Faith, Faith and Buffy and the deputy mayor. He knew Willow was jealous of Faith, but it sounded like Willow and Buffy were back in a good place together again, so it couldn't be that. Then the light dawned, a chill working its way through him, and he stood up. "Xander. Xander and Faith. That's it, isn't it?"

Willow nodded, not looking at him.

"And you thought that somehow you needed to catch up?"

"No!"

"Then what, exactly, were you thinking?" His voice sounded cold to his ears, but he wasn't sure if that was because it really was cold or because his whole body was a block of ice.

"I … I thought that … well, both of you wanted to, but not with me, and … I'm sorry. I didn't mean for all this to come out." She looked up at him, stricken. "Oz, I didn't want to bring it up, I promise I didn't!"

"Yeah, I get that. But … do you know how that makes me feel, to know you were—you were in my arms thinking of him?"

Willow stood up, aghast. "It wasn't like that!"

"Well, not exactly, but it was still his stuff on your mind and not … not me. And I could tell, Willow! I could feel it."

"Oh."

"Exactly. And you wonder why I don't think it's the right time for us?"

"No. I mean, yes, but … not really." Willow spread her hands out in front of her in a gesture of helplessness. "It shouldn't even have bothered me, I know that, but she's … everything I'm not. She does everything wrong, but she's always forgiven, for everything! And it doesn't matter who she uses, or who she hurts. She killed a man, and it's all 'let's give her another chance', and Xander slept with that!"

"Not trying to make excuses, but … he is a guy. A teenage guy, who was a virgin. I doubt he was thinking too clearly at the time."

"Not an excuse," Willow said hotly.

"No, but an explanation." Oz wasn't sure how he had ended up defending Xander in this scenario, but he could completely understand how Faith could overwhelm someone that inexperienced.

"So you think it's okay that she just gets away with it?"

"I think—it's not really my decision whether it's okay." He reached for Willow's hand. "I think we need to trust Buffy and Giles to handle the situation. They're more equipped to do it than anyone else. Even the police. Maybe they worry that if they turned her in, she'd say more than she should, or that she'd hurt whoever tried to take her."

He could see Willow calming down, see the jealousy starting to make way for a more logical thought process. "Maybe," she said unwillingly.

"You know that if you ever got in trouble, Buffy, and Giles, and Xander, and me—we'd do whatever it took to get you out of it." He meant it; if Willow needed him, the wolf would spring to life within him with all its savagery. It frightened him, sometimes, to think he might be capable of letting it loose. "Whatever it took," he repeated, squeezing her hand. She didn't need the burden of his fear of the darkness, or loss of control.

"I know that. And you, too. I mean, I would do whatever it took to keep you safe, too, Oz."

He smiled. "I know." To most, it might have sounded like the empty promise of an ineffectual young girl, but he knew his Willow. Inside her there was power, just waiting to be tapped. When she was ready to look inside herself and find it there, she was going to be a force to be reckoned with. He only hoped he was there to see it, to help her to shape it.