By Norwalker

Part1 of

Summary: What did Willow and Faith discuss in that little car trip from L.A. to Sunnydale in season 7? And what were the consequences? A Willow/ Faith story

Rating: R, Very R

Category: romance/drama/angst

Spoilers: Possible season 7 spoilers. Possible season 4 Angel spoilers. C'mon, you must have seen 'em by now!

Time Line: Mid season 7(after the return of Faith) and beyond

Disclaimer: Joss Whedon , Mutant Enemy and Fox own them.

Warnings: Adult themes, violence, sexual situations between members of the same gender. Please be aware, character death is always a distinct possibility. It can happen here, so don't say I didn't warn you!!! Any racist remarks are spoken by the characters, and are in no way shared by the author. This story is not meant for children.

To Pasha. Thanks for the inspiration.


Day breaks over the New Mexico horizon like an angry child. The starry night is scattered like broken toys by the angry red rays of a new day. A Vermillion glow washes over the early morning desert floor, driving the night creatures back into hiding; their hunting done for now, they wait for night to once again come.

Above the floor of the desert, on one of the many buttes that rise above the desert floor sits a small tent. Parked beside the tent is a classic Harley road king touring bike, looking as if it's guarding the tent's occupant. The sunrise hasn't reached the top yet, and the table flat plateau sits in semi darkness. The remains of a small cooking fire complete the picture, as the sun edges up the walls of the surrounding cliffs.

A young woman emerges from the tent. She is in her early 20's, is wearing dark jeans , a red t-shirt and boots. Her raven wing colored hair flows in long waves, and her eyes are dark and piercing. Around her neck is a small silver cross; if you look carefully you can make out "faith" inscribed on its vertical crossbar. As if embracing this shadowy transition between night and day, the young woman stretches her arms out high and wide, her fingers seeming to grasp at the sky.

Faith is enjoying the early morning coolness. Never much one for mornings, or daytime for that matter, the desert brings out a different desire in her. She enjoys the early morning war between night and day for dominance. The cool, crisp desert air feels good against her skin and in her lungs. There is something in the stillness that nourishes her soul, making the raging wars inside her calm for a moment, giving her a brief, all too brief, sense of peace. Here she can think, figure out what she's going to do next.

It's been nearly a year now since she helped Buffy, Willow, the scoobies and a freshly minted group of slayers to defeat the First Evil. It'd been tough going, personally and professionally, but they'd overcome the First, and in the end saved the world… once again. But there'd been costs. A lot of good people lost their lives, the town of Sunnydale was nothing more than a crater by the sea, and in the confusion and the aftermath of the battle, Faith had lost the woman she'd begun to love.

Still crying over spilt milk, Faith? Kinda late now ,don't ya think? You made your decision long months ago, back in that hotel in L.A. ' I need my freedom' you told her. Don't you remember? ' I'm not ready to settle in one place. I need to find out who I am, where I fit.' That's what you said, girl. You weren't ready to love just one person, isn't that what you thought? After 3 years in prison, you needed space, freedom, independence. You had an itch, and you had to scratch it. That didn't include some little town somewhere in Nowheresville with someone tying you down. You needed to run fast, party hard and chase those rainbows til the colors ran dry. You were free, at last, and that wasn't gonna change, was it?

So here ya are, baby, somewhere in Where the Hell am I, New Mexico, where the highways cross. You got you're bike( thanks, G, for swingin' it for me), you got you're tent so you can get away from the cheapie motels sometimes, you got your freedom. Kickin' it free and easy, no worries. Work a little when ya gotta, and party til the night becomes day. Making the little boys and girls all hot and sweaty… get a little, then gettin your ass gone. Like old times, baby. Work a little, fight a little, love a little more. It's sweet, right? Wouldn't trade it for nothin', right? Everythin's five by five.

So how come I'm not lovin' it so much? Why do I keep seeing her eyes, those eyes, the way they looked the night I told her it aint happenin', we aint happenin? She looked at me like I cut her with a knife. She was so hurt. The pain, the betrayal I saw there… ran a chill through my heart. Why is it, when I see someone who kinda looks like her, I get all fluttery and nervous? Why, God, when I think I hear her voice, my heart nearly stops beating? Then beats so hard, like it's gonna ram outta my chest? Why do I still smell her on me after all this time? Why can't I forget the way her lips feel on mine? How her touch just sends little fireballs through me? Why won't she go away?

Faith stands as if frozen, lost in her thoughts. Her eyes gaze out over the landscape; it's breathtaking this time of morning… but she sees only what's inside her. She's still… so still as if she's almost stopped breathing. It seems to go on forever. But then the spell is broken, and she's back on the plateau… in her life again.

Get over it, Faith. You made your choice. No one put a gun to your head and told you to go away. You didn't want that life, you didn't want her. You don't need her. You're free. You can choose your life, no one can tell you what to do, what to be. You know what you gotta do. Time to get on with your life. Time to put the past away, and find your destiny. Go for it, Faith. All she'd do is hold you back, keep you from being what you're meant to be. It's over, it's done, time to forget her, forget it all, and go. You don't need her, you don't need anyone.


I'm free, dammit. I'm free! I've done my time, paid my dues. I outta here. No more chains, no more prisons. I'm done. I'm happy. Never been so happy. I got it good, I'm livin' large, and I've never been so fucking happy.


Faith starts to clean up the campsite. She scatters the ashes, and starts to strike the tent. Time to move on, time to see what's coming on the next bend, and she'll be damned if she sits here being all weepy and mournful. She's young, free, and damned she's hot. She can have whatever she wants, and she's gonna damn well get it to.


Faith rolls up the tent, and ties it to the back of the bike. She shakes out her bedroll, and starts to roll it up.

Fuck you. They tried that on me. They played the guilt trip on me once. I paid and paid and paid. Don't EVEN try it on me, I don't listen to that crap no more.


SHUT THE FUCK UP! I don't want her. Don't need her. She was a good time in bed. That's all. THAT'S ALL!

Faith throws the bedroll in the saddlebag, angrily. Damn, fucking damn let me alone! She consciously ignores the irritating internal voice that hounds her. She grabs her pack off the ground, and slings it on the bike. She secures the straps, and then goes to her saddlebags again. She rummages around and grabs out a leather riding jacket . She shrugs on the jacket and pulls her hair back and ties it into a pony tail. Grabbing her helmet, she puts it on, dropping the visor. She hops the bike, and starts the engine. She rolls towards the trail leading down the butte, and stops.

Where now? East is Texas. I go North, gonna hit Colorado or Utah. South to Mexico…that might not be a bad. West… she stops. She doesn't want to think what's west. Who's to the west. But she can't not think about her, either. Don't go there… don't do it. Leave her alone. She doesn't need the pain, you don't need the pain. Let her be. No west. We won't go west. She backs off the trail, and starts circling the plateau on the bike, thinking… thinking. Go. Don't go! Do it, go for it! I won't, that's over. You want her, you NEED her. You know you do. So do it. NO.NO. NO. Kiss her, Bite her, and take her. She wants it. She wants YOU. No, I won't, I won't, I can't. I CAN'T. …. STOP!!!!!!!!!!!!

Faith's front wheel is inches from the edge of the plateau. Her heart is beating fast. She almost took it over the edge. She looks down, and the highway below looks like a small black ribbon. The adrenaline pours through her, and she's twitchy and angry. She backs away from the edge, and halts the bike. Fuck me, this is nuts… and it's done.

Faith heads towards the trail, her decision made. She heads down the trail , taking it slowly, watching for the curves on the switchback. Finally, she's on the desert floor again. She rides down the trail a bit, stops, and looks back where she'd camped. She cranes her neck up, and sits for a second, thinking about it. What the hell was I thinking? Lets get the hell outta here, and back to something called civilization! Turning the bike back towards the highway, she roars towards the blacktop, The day is getting hotter, and she wants to hit a town, or something, and get something cold to help on her journey. She figures she'll be outta New Mexico before nightfall. When she hits the highway, she turns left.

And goes west.

Willow Rosenberg wondered when it would end.

Never, if this client doesn't grow a brain sometime soon! Willow growls to herself, then , feeling embarrassed, chastises herself for being a meanie. It's not his fault he's not up on networking security. That's my job. Also my job to sell him on the concept. I just have to put it a different way; make it more accessible to him. Just write it a little differently…I'm sure he'll get it this time. She sighs, and starts to review the current proposal, seeing where she can make changes to simplify the presentation even more. Simpler than the last 6 times she's written it. Maybe if we drew it like a comic strip… make the Secure Network the hero, fending off the evil Hacker dude…yeah, we could make the hacker a vampire…coming to suck the blood of the network…. Willow rolls her eyes, and shakes her head. This is nuts. That's so unprofessional Will. You're not doing your job, and you're blaming the client for it. I gotta make this better…but how, dammit? How can I make this better? What do I have to do? Write it to a sixth grader?

Willow tossed the sheets in frustration, making a loud, and rather rude noise to go with it. Her mind just wasn't on it… hadn't been on it. Well, you better get your mind on it, Will, pronto. This is what you wanted. You NEED this client… this could make or break you! ummm… overdramatic, much? Ok, it's not that bad, but this client could be worth a whole lot to your business. Millions lot. So you damned better well get your head out of wherever it is , and get this proposal shaped up where he can accept it.

Willow looked again at the proposal, honestly trying to make revisions on it. But her mind kept drifting, and the words kept blurring… she just didn't have her head or heart in it. That was dangerous, since this was her life. Her company. Do or die time, Will.

She'd started the company about six months ago, after moving to the bay area. She'd worked for a networking security company for awhile, but it'd been a total bust. She ran into so many gender and political walls, she could never get her ideas across. It was frustration beyond the max, and she finally quit in frustration. Seeming to have a lot of that, lately. She decided she had to start her own firm, so her ideas could be utilized. Didn't seem likely it was going to happen any other way. So, she took the insurance money on the Sunnydale house( her mom and dad had gifted her the house a few years back), borrowed more money from her parents, hocked herself up to her eyeballs, and started WillNet. A networking design and security/services firm. They were still in the infant stages: She had exactly 2 full time employees beside herself. There was Chris, and M.I.T. Grad who ate, breathed and slept networking. He was a designer extraordinaire. If it had to do with Routers, Hubs, switches, cabling, he was your man. Protocols? He ate protocols for breakfast. He was able to do things Willow hadn't conceived of. Genius came to mind when you thought Chris and Networks. Then there was Layne… her office manager, receptionist, accountant… her all around wonder woman. If everything ran smoothly, if there were no hitches or glitches, that was because of Layne's touch. These two became so integral, so valuable to her, that after a month she gave them each a 10% share of the business in reward , or as a bribe to keep them. When… and it was gonna be when, no ifs here, this proposal went through, and they landed the account, Will planned to increase their shares another 5% each.

Besides Layne and Chris, she had a few part-timers. A couple of talented networking people to help Chris realize his design, and a sales guy…he was good, and worked on a small base plus commission and bonus. He'd help bring in clients… this was his client they were proposing to at the moment. IF they landed this, he was definitely being brought on full time. He was worth it.

No, her people were good. Excellent. They did their jobs, and often more, because they believe in her. She wanted to be that person they believed in. She wanted to be that 'inspiring' leader that makes a company special. She had everything on the line here; this was her life, the life she desired. That's what she'd said in L.A. This is what she needed…it was real, something you could hold onto , feel. She should be happy, doing her thing. If she could only get her head outta the clouds. If she could only settle down. If she could only forget her.

Goddess, why now? Everything is riding on this proposal, I gotta make it work. And she keeps horning in on my thoughts. She won't let me alone. She won't go away. But that's the problem. She DID leave me alone, she did go away. But she won't get out of my head, my heart, or my blood. And just like when she was real, she comes in and bugs me at the most inconvenient times. When I need to think of other things, do other stuff. She walks in, demands my attention, gets in my face, and makes me notice her. I notice her. Cuz I want to, I have to. I have no choice.

Willow opens her desk drawer, and pulls out a picture. It's her picture. She's smiling for the camera, looking confident, sure of herself. Looking pretty cocky, aren't you? Like you always do. Like you own the world, own me! Look at you grinning. Like you just ate the canary, and now want more. Grrr. You probably think , if you walked through that door, that I'd just get all weak kneed and tongue tied and all nervy and crazy. That'd I do anything to keep you here. That I'd kiss your pretty ass to keep you here. You're so damned full of yourself. You always were! You're nothing, hear? Nothing! You don't mean anything to me! Screw you!

Willow, upset, throws the picture hard against the far wall, the glass shatters and the picture lands on the floor, face down. She sits looking at the mess on the floor, then sighs, and grabbing the wastebasket by her desk, goes to where the debris is. he kneels down, carefully picking up the shards of glass to avoid cutting herself. She picks up the frame, broken and twisted by the impact. She carefully extracts the photo inside it, and tosses the frame.

Not so special now, are you? Just a hunk of paper with an image on you. Willow looks at the photo, torn in a couple of places by the shards of glass. She rubs her thumb over it, almost as if she can feel her silken hair, her soft skin. She can almost smell the way her hair smelled, taste the lips on hers. Nothing now. Torn up now, like you tore up my heart. You didn't love me, did you? You didn't give a damn, did you? I was just a toy to you, something to play with and toss away when you got bored. Bitch! I hate you! I hate you so much! I HATE YOU!

Willow feels her lip trembling, her heart beating fast in her chest. She feels the tears stinging in her eyes, and the choking feeling she gets whenever she thinks of her. No, you bitch. I won't! I won't cry over you again! You won't make me cry over you again. I'm done with tears. I'm done with you! You threw me away; you treated me like dirt. No, not even as good as dirt, you treated me like nothing. Like I meant nothing. Is that it? I meant nothing? Bitch, you Bitch. You 'couldn't be tied down'. Oh no, like I'd so chain you to me! ' I need my freedom, my independence!' Well, I hope you're liking it! I hope you choke on it! Cuz I'm so over you! I don't need you! I don't need anyone. I'm good, I'm so good without you. I'm better without you! I'm strong, dammit! I strong. You don't… you can't hurt me anymore!!!!!!

But Will is lying to herself, as she always does when it comes to her. She sits looking at the picture, the tears streaming down her face, her breath coming out in small, heartfelt sobs. Her lip quivers more, and she sits down on her haunches, giving herself over to her grief. Again. Like so many, too many times before.

After awhile she pulls herself together, and gets up from the floor. She returns the wastebasket to its spot, and careful puts the picture, now frameless , in her top drawer. She looks at the desk, knowing she has to get this proposal done. She looks down at the papers on her desk, the projections on the screen of her monitor, and in a rare snit of temper, sweeps her arm across the desk, sending papers flying and the monitor crashing to the floor. She sits there, looking at the mess, and a small, humorless laugh barks out of her throat. She's tired, she doesn't want to deal with the poopy headed client, she NEEDS to get out of this office, get some fresh air.

She marches to her office door, feeling the weight of the world temporarily slipping off her shoulders. She knows it'll all be here when she gets back. But she doesn't give a rats patootie right now. She just wants out. Needs out. She opens the door, and leaves her office.

" I'm going out!" She calls to no one in particular, heading for the suite doors.

"What about the proposal?" Layne calls out, a little worried. Willow looks… postal.

" Screw the proposal. Aw… screw it all!" she says, and without ceremony, leaves the offices and slams the door behind her.

Los Angeles, California

Angel Investigations

1 year ago.

Willow stood looking down at the sleeping woman

The woman looked awful. She was pale, and had dark circles under her eyes. Her normally lustrous dark hair was matted with sweat, and her pale face also had a sheen of sweat. Her breathing was shallow, her pulse reedy and rapid

They weren't sure she was going to survive. She had taken a powerful hallucinogen called Orpheus. It was used to give a rush to humans who paid vampires to bite them. Both the vampire and human were affected by the drug. But it was said to " Send you on a path to hell, and leave you there". So what was Willow's interest in this woman? It was Faith, and she'd taken the drug to capture the soulless Angelus, to bring him back alive so Willow could restore his soul.

The restoration had been accomplished, but it had taken some time. The container with Angel's soul had been lost, and it had taken some time and magic to release the soul, and restore it to Angel. Angel's vampiric constitution had mostly recovered from the effects of the drugs. But Faith was still touch and go.

Angel stood opposite Willow at Faith's beside. Willow could see the concern he had for the dark slayer. She found it odd that out of all the people that knew Faith, it took Angel to stick by her, believe in her. No matter what. Even though she'd tried to kill him. Instead of hating her, he understood what she was going through, and felt empathy for her. It was Angel that finally got Faith to see that she needed to redeem herself, to atone. She had no chance at peace until she did. After the 'specialists' sent by the council to kill Faith had been dispatched by Angel and…yes, Buffy , Faith turned herself in. She could've easily run, but she didn't. She chose to change.

As Willow stood looking at Faith, she had to admit she had conflicting feelings about the dark slayer. It used to be so easy. Faith bad, hate Faith. Faith had done some awful things to Buffy and her scoobies during the time they knew her. She'd tried to blame Buffy for Alan Finch's death, tried to kill Angel and Willow both. If Buffy hadn't stabbed her on the rooftop outside Faith's apartment, sending her into a coma, Faith would probably have tried to kill Buffy too. She did switch bodies with Buffy, causing mayhem, nearly getting Buffy sent to England in Faith's body(and almost killed, by the same team that later went to L.A. to kill Faith).But the switch did something to Faith. It started a snowballing change in her, which allowed Angel to finally reach her… and made her realize she had to pay for her crimes. Find redemption in herself, so she could leave the dark path she'd started on.

She looks so fragile Willow thought, as she took a cool dampened cloth and patted Faith's face with it. It's hard to believe this is the same woman that's as strong as Buffy, and nearly killed us all. Willow wanted to dismiss her, write off her sacrifice as some weird obligation she felt for Angel. It wasn't so easy, however. Willow had all too recently gone into the darkness. She'd killed a man( well, human, man is a bit of a stretch to describe Warren), flaying him alive. She'd tried to kill two others, and nearly destroyed the world in her grief and rage. But it wasn't all just grief and rage. She'd been seduced by the power offered by the dark magicks. As she'd said to Buffy " I understand it now. It's not about the violence. It's about the power". What had scared her most was that she found this darkness residing inside her soul. That she'd had this all along. She had it still, and was doing her own 'atonement'. She never thought it possible, but she felt an empathy for Faith. She now understood her; understood how the darkness could draw you in, give you power, and change you. So easy, so simple to walk that road. So easy to get lost, thinking you're in control. So hard to come back, to find the light again. I had it so easy, in comparison to her. I had friends to support me, to get me through the pain, to lead me back. Faith had only Angel, and she sought to expunge her sins the hardest way possible. In prison. Alone. In some small way, Willow had to admire Faith. She'd laid her life on the line for someone she cared about. She could've easily turned her back on him, but didn't. Angel never gave up on Faith; she refused to give up on him.

Willow sees movement in Faith, and leans over her. Faith's eyes open, looking bleary and a little unfocused. Willow smiles, trying to reassure her, and leans over when she hears Faith mumble something. A very powerful hand grips her by the throat.

"What're you doin' here, Red?" Faith says, her voice low and guttural. Her voice may be weak, but her grip isn't.

Willow, choking a little under Faith's grip, is unable to do anything but make some strangling noises.

"Faith!" Angel cries, rushing over and restraining Faith's hand." Willow's only here to help".

"Yeah, I bet she is" Faith says, suspiciously. But she releases Willow's throat. She turns to Angel, " Angel? You're back?" Faith says, her voice softening. Her face, so hard looking, softens a little seeing Angel. " Welcome back".

" Yeah, thanks" Angel says, quietly. " Willow was able to restore my soul once they got me back here."

Willow, rubbing her throat, backs away from Faith's bedside. Ok, maybe psycho-bitch isn't entirely dead just yet. Willow walks to a mirror, checking for bruising. Of course, If I woke up and saw Faith bending over my bed, I might be a little cranky, too. Even so… damn, I wish that girl weren't so strong. I'm so gonna have a sore throat for a week. Sighing, figuring she wasn't really wanted here, Willow starts to leave the room.

" Hey… RED! Wait" Faith calls to Willow. Willow stops and turns back to Faith, a little frown gracing her lips.

"What? Want to finish the job?" Willow says, sarcastically. Darn, that wasn't what I meant to say.

" Guess I has that comin, huh?" Faith says, a small smirk on her face. " Look, I didn't mean to … well, ok I did mean to choke you… but I thought you were here to like…well, get even? I guess I could see how you'd want to. But Angel explained that you're here to help get his soul back, and that… ummm… well, you helped save my life… so, uhhh… thanks."

" Yeah, well, don't take it personally, " Willow says, " I would've done it for anybody… even you." She turns to go.

" Not gonna ever give me a break, are ya, Red?" Faith says, her voice a little edgy.

"Well, gee, F, " Willow says, her tone ironic, " Lets review. You tried to kill Buffy, you tried to kill Angel, you tried to kill me" Willow counts out Faith's sins on her fingers, " You tortured Wesley, and took a contract to kill Angel, again. You tried to blame Buffy for Deputy Mayor Finch's death. You murdered how many guys for the mayor, again?" She looks to Faith for an answer, but no answer is forthcoming, " We won't even count the guys you just beat up and robbed, ok? Or the stuff you've done that no one but you knows about, Faith. Oh, and you just tried to choke me. So, how many breaks were you looking for again?"

" Yeah, ok, gotcha" Faith says, turning away. What the hell was I expecting anyway? Roses and chocolate?

Willow, for the third time in 5 minutes, turns to leave the room, but stops again. This time on her own accord. She doesn't want to leave things like this. Ok, I came here to help Angel. I didn't come to make nice with Faith. But I also didn't come to dredge up old wounds. Glass houses, Will. Not exactly Ms. Innocent yourself, you know. Maybe to get forgiveness, you gotta give some, too. Ya think? She turns back and walks over to Faith's bed.

" Ok, look, Faith," Willow starts, keeping a safe distance from Faith's reach." We've never been friends. You know that, I know that. But… ummm… maybe it's time to put the past where it belongs. In the past. Not expecting anything out of this but say… a clean slate. So… how 'bout we do that? Start again?"

"Yeah, ok" Faith says, doubtfully. " What's the hook, Red? What's the catch?"

" No catch, Faith" Willow says, " Angel says you've changed. I trust Angel. And from what you did for him, here, I've got to admit that only reinforces that opinion. So…what do you say?"

" I say my momma didn't raise morons" Faith says, " nobody does nothing for nothing. There's something you want, so why not just spit it out?".

" Ok, Ms. Suspicious" Willow says, getting a wee bit testy, " there is something I want to ask you, when you're feeling better. But that is NOT, and I'm going to repeat it, just be to sure you get it, that is NOT affecting this. I want to start with a fresh slate with you." Willow stops, finding her irritation growing, " But if you've got too many …well, whatever…never mind. I guess it was just a bad idea. Forget the whole thing, ok?" Willow turns to walk out, feeling a bit stupid for trying.

"Hey…Red…. RED…. STOP, ok? I can't run after you, so stop!" Faith calls out. Willow, not knowing why, stops and turns. She has her arms crossed , and has a " so, what do you want now?" look on her face. Faith continues, " Look, I blew it, ok? I still got trust issues. I'm sorry, really. " Faith sounds genuinely contrite, which surprises Willow. She relaxes her arms and attitude, and waits for Faith to go on, which she does, " I'd… ok, I think it's a good idea, ok? Lets start clean. As you said, not looking for friendship, just… we don't gotta hate each other anymore. Deal?"

" Ok, " Willow replies, simply. Still feeling a little stung by the suspicion. Wasn't me that went around betraying her friends. Oh…yeah…ok, maybe I did. Gulp. " I guess we can do that". She turns, this time determined to leave.

"Ummm… Red? One more thing?" Faith says.

"What, Faith?" Willow says, turning back around. She sighs. Now what?

"Could you like…well, you're …ummm.. girlfriend, I guess…Tara? Is that her name? Kinda apologize to her for me? I kinda was mean to her when I had B's body" Faith says. " Feel bad about that. She was kinda nice, all in all".

Willow feels like she suddenly has been shoved through with a knife. Heated, extra dull so it hurts more.

" I wish I could, but I can't" Willow says, coldly.

" Oh, sorry, " Faith says, catching the tone. " Bad breakup?" She inquires.

" Guess you could say that, " Willow says, turning around to hide her emotions, " She's dead" . She leaves quickly.

Faith sits there, stunned.

Nice Faith. Really nice.

Faith is in a quandary.

It takes her less than a day to heal up from her injuries, and now she's feeling pretty normal. But that's part of the problem. She's been avoiding Willow since their last conversation. I really stuck my foot in a pile on that one. Damn. I'm not like saying I wanted to be buddy-buddy with the witch, but I at least didn't want to hurt her. How was I supposed to know her girlfriend died last spring? I swear, this totally sucks. Every time I get around these people from Sunnyhell, I screw up. She's probably pissed at me again, but what the hell? How could I know? Think that makes a rat's ass of a diff, though? Not likely! Shit.

I know she wanted me to do something, and I was kinda thinking I would. But now? No, don't think so. Think I'd rather just go back to prison, serve out the extra time for busting out, and never see those guys again. Better off all the way around. I thought, maybe, I could… somehow make it up, for the last time. But pretty clear I'm just gonna step in it all over again. God I'm so fucking tired of this. I'm always outside lookin' in, havin' to apologize for breathin'. Why is it always that Faith's the bitch? I mean, I was just tryin' to be nice. What the hell am I tryin' for anyway? God, those stuck-up goody two shoes aint gonna ever let me forget exactly where I stand with them. This is just a fuckin' load.

At least in prison, I know where I stand. Fuck with me, get your arm broken. The bitches leave me alone, I leave them alone, everybody's just happier than shit. The faces change, but not the rules. The strong survive, the weak get eaten. Lights out at nine, bribe the guards when you can. You get by just fine. So, I go back to that hole, serve out my time, and give the big double middle finger to Buffy and Co. Bunch a fuckin' losers, don't need 'em, don't want 'em. Can do fine on my own… just like I've always done!

Yeah, you're such a fuckin' liar, Faith. You know you'd rather jump in front of a train rather than go back to that rat hole of prison. You'd so put up with Miss Blonde Snotty, The Witch and the rest of those losers if it'd buy you time away from that place. You hate that place, you know you do. You don't wanna turn into a loser like those prison bitches. God.

Faith wanders into the Hotel garden, sitting on the bench near the unused fountain. She's doing the thousand yard stare, trying to figure out how to approach Willow. Trying to swallow her pride, and just admit she blew it, and was sorry… again. She's so wrapped up in her thoughts, she doesn't hear when someone enters the garden and sits next to her.

"Faith?" Willow says softly.

Faith nearly jumps out of her skin. What the fuck? She jumps up, and turns on Willow.

"God, Red, what the hell are you doin'?" Faith yells," You scared the shit outta me!"

"Sorry, Faith… didn't mean to" Willow says, turning to Faith. She sees Faith's expression, and gets up." I can see this is a bad time… going now" She starts to leave, heading for the lobby doors.

Aw, crap! " Hey, Red… stop, ok? You just startled me" Faith admits, " next time make some noise"

" Look, you obviously aren't in the mood to talk, so maybe another time, " Willow says, pulling on the lobby door.

" God, don't get so defensive! You came to say somethin, say it!" Faith says, getting a little annoyed. Shit, not like I came and snuck up on you, Red!, "If you're gonna give me some crap, just go for it!".

" Get the super-sized chip off your shoulder, Faith!" Willow turns around, getting irritated herself, " I didn't come to , as you so eloquently put it, to "give you crap." I've been trying to talk to you all day, but you've been avoiding me like I got the plague. Now, when I sit down next to you, trying to talk, you yell at me. Ok, maybe I'm kinda slow sometimes, but I get it. Don't want to talk to me. Clear now. Ok? Again, I'm going now!" She turns, feeling a flush rising in her neck. She wants to leave before she starts yelling,

" Look, I'm sorry, ok?" Faith says, more defensively than meaning it. Then she stops, and says, contritely, " I really am sorry…c'mon, come back, sit and talk, ok?".

Willow, standing at the lobby doors, lets out a sigh. Remember, Buffy needs help. Just remember that. Just let it go. God, why am I even trying with her? She's just gonna laugh, and I give me a ration. Calm down, Will. Buffy needs help. Faith can help… just do it. All that passes through her head in a second, and she turns back. With a small frown on her face, she walks back over to where Faith is standing.

They look at each other for a minute, each trying to suss the other out. Finally, Willow breaks the silence.

" Look I thought we agreed not to do this anymore, " She says, quietly, " Didn't we?"

" Yeah, " Faith admits, " but I managed to step right back in the shit didn't I?" Faith turns away, waiting for it.

"What're you talking about?" Willow asks, bewildered.

"Tara… I… sorry, I didn't know Will, honest" Faith says, grinding her teeth. She hates to apologize… for anything.

"Oh" Willow says, quietly. She looks at Faith, and her tone softens, " Look Faith, I'm sorry about that. I'm… still touchy when it comes to Tara. I dumped on you, and I shouldn't have".

"Really bad, huh?" Faith says, sympathetically.

" Bad? No…I'm still working towards bad. I think… shitty really describes it right now" Willow says. Faith looks at her in surprise. That's not something she expects out of Willow's mouth, " Though, it's better now that I've climbed outta hell".

Faith looks at her questioningly, but Willow cuts it off.

"Look really not what I came to talk about, " She says, ending the subject.

"So… what did ya want to talk about?" Faith asks, suspiciously. She still doesn't trust Willow.

" I know I said that this clean slate business came with no strings, and I meant it," Willow says, " But… I admit, I want to ask you a favor. It won't change anything, honest. But please think about it, ok, before you dismiss it" Willow says in a rush.

" Look, Red, thanks for helpin' savin' my life and all. But If you're gonna ask me to wash your car? Forget it, Faith don't do that" Faith jokes, trying to lighten the already too serious mood .

Willow makes an impatient noise. " God I can see this was a bad idea" She says, her tone a little disgusted, " Sorry I bothered you". Help or no help, I don't have to take crap from her. Willow gets up to leave, but a very strong hand on her leg holds her down.

"God, Red, lighten UP!" Faith says, " it was a joke. Everything is so damned serious with you!".

"Faith, this IS serious. Real serious. So, are you going to listen, or are you gonna make jokes?" Willow asks, her tone taking on an edge of exasperation.

"Fine, whatEVER" Faith says, impatiently.

" Look, Faith, just say you're not interested, and we'll just call it a day. I'll be on my way, and you don't have to put up with … how did you put that? … oh yeah, Blondie's Bitch-Witch anymore", Willow says, acerbically.

How the fuck did she hear that? " Look, Red, just chill. Tell me what you want, and we'll go from there, " Faith says, feeling her face heat up a little.

Willow, as briefly as possible, explains what's happening in Sunnydale. Faith sits there, trying to poker face it, but occasionally you can see something cross her features. It's hard to tell if it's amusement, bemusement, or just plain disbelief. Willow finally finishes up, and looks at Faith.

" 'K , Red, let me see if I got this straight. Some big bad called the First Evil is trying to wipe out the slayer line, then the slayers( guessin' that includes me). Now Buffy's got a houseful of ..whatchacallems…oh yeah…Proto-slayers, along with kid sis, you, … and how did Spike fit in this again?" Faith looks both puzzled and amused.

Willow explains briefly about the chip… and spikes shiny new soul.

" Ok, Red, you had me till the soul bit. You gotta be kidding. Spike, with a soul?" Faith is barely able to keep from laughing, "What, is he like, all broody and excessively gelled like Fang now?"

"Not really… more like he's Spike… without all the growly-ness" Willow replies.

" Ok, "Faith says, not really buying that one, " and he's living at Casa Summers? How'd that happen?"

Willow shrugs, as if to say she's not clued in, and doesn't really approve.

" Ok, so what do you want ME to do, exactly?" Faith asks, " I mean, I'm not into babysitting".

Willow hesitates. She's not sure she wanted to get this deep into it… not with Faith, anyway. But she really doesn't have much choice.

" Look, Faith, I'm kinda worried about Buffy, " Willow says, " She's under a lot of pressure… She's not sleeping to well, sometimes not at all. And she's making all the decisions…" You can see Willow isn't crazy about that one, either, " I'm kinda worried about some of the ideas she's getting, and some of the things she's doing…" Willow trails off. Worry doesn't even come close to covering it.

"Whoa. This from " Stick-like-glue" Willow?" Faith says, surprised, " Ok, what's the gag?"

" No 'gag' Faith, " Willow says, " I'm really worried about her. I'm afraid she's gonna lose it… and with the First Evil, that simply can't happen. She needs help."

" Look, Red… I'm not saying no, but Buffy and I get along like a salt on a wound…we irritate the hell outta each other, and wind up hurting each other, " Faith says, accurately, " So how you figure me being there's gonna help?"

" I dunno, " Willow says, her tone despairing, " It's probably a bad idea. But I'm thinking hey, maybe she'll open up to you, being a slayer like her. Or at least, she'll sleep some, clearing her head. Or something. But I know it can't go on like it is now. It's just bad , Faith. Scary bad." Willow's tone goes black, " I'm really scared we're gonna lose this one".

Faith isn't liking this. Her inclination is to say no. What the fuck? Did I just spend years in prison to go get myself killed in Sunnyhell? This is bogus. Blondie got herself into this mess, let her get outta it. That lasted all of two seconds, until Faith's conscience kicked in. Yeah, so what? You're gonna turn you're back now, Faith? I mean, what'd you spend those years in prison for? Cuz ya liked the food? This is it, Faith. This is what you said you wanted… a second chance. So, you gonna take it girl, or run… like B expects?

"Hey, does B even know you're here… asking me this?" Faith asks.

" No… and you can't tell her, either." Willow says, firmly." She can't know I asked you".

" Sure, sure she's so gonna believe I volunteered to come get my ass whacked" Faith says, caustically.

" I don't care what she thinks, as long as she doesn't think I asked you" Willow says.

For a brief moment, Faith sees Willows eyes turn black. A small chill clutches at her heart. Oh shit what's THAT about?

"Fine, whatever, tell her Angel told me, and I got all weepy to see the gang again" Faith says. What the hell… like what do I got to do, anyway? Anyway, I just gotta see the expression on B's face when I get outta the car…it's gonna be priceless. " Ok, Red, ya sold me, I'll do it. I know I'm gonna regret this, but I'll go".

"Thank you" Willow says quietly. She reaches out and takes Faith's hands, " Thank you".

"Shit, girl" Faith says, snatching her hands back, " Don't get all weepy-sloppy on me. I'd do it for anyone… even you!" Bull's-eye! Score one for Faith.

Willow gives her a look, but continues

" Ok, great. I want to leave tonight, if you're up to it" Willow says, quietly.

" Tonight? What's the rush? Big Bad on a time-table or something?" Faith cracks.

" You still don't get it, do you?" Willow says, her irritation growing, " This is BAD, Faith. End of the world, we're all sucked into hell BAD. I've been gone long enough, and I want to get back. So, I want to leave as soon as possible".

"Fine, fine. Just let me throw my shit together, and well motor" Faith says, heading for the lobby doors.

" No need, it's already done" Willow says.

"What?" Faith turns and looks at her.

" Goin deaf? I said you're already packed," Willow replies, getting up and heading for the doors.

" Pretty fucking sure of yourself, weren't ya, Red?" Faith asks, annoyed. " What if I'd said no?"

" I guess you woulda unpacked then" Willow says, passing her and entering the lobby. She turns back to Faith, " We're leaving in 30 minutes. See you at the car." She walks away.

Faith just watches her go, her irritation flaring briefly into anger.

Whatta bitch!

She follows Willow into the lobby.

To be continued.