Disclaimer: Not my characters, just playing around.

Author notes: Takes place season one of Angel, "Sanctuary," right after the demon hit guy tried to kill Angel and Faith, she killed it, and got upset over the blood on her hands, causing him to try to comfort her. A different course of events slightly.

He held her close against his chest, her head resting against him, face pressed in the crook between his neck and shoulder. He had given up on trying to speak to her, to soothe her in any verbal manner, for in her mindset she was not listening, nor would she remember a word he said to her later. He simply kept her in a gentle embrace, waiting for the physical contact and show of caring to calm her… waiting for her to realize her safety with him in her emotionally exhausted mind and physically weary body. He kept deliberate control over his thoughts, not allowing them to wonder too much, for Angel knew that to do so in a situation as delicate as this one could be potentially dangerous in more ways than one.

He was very much aware of Faith's heartbeat, pounding so rapidly in her chest, her short breaths warming his cool, lifeless skin at her mouth's proximity to his neck. He was vividly tuned in to how warm she was against him, the blood pulsing even more strongly than normal through her veins with her intense emotions. Of course, he was always aware of these things with humans, despite his desire not to be, to be able to somehow turn off his own instincts. And he would never allow himself to do anything about them, to give into the carnal demon he knew was always there deep inside him, never quite banished from him entirely, but rather simply under his control.

But how long had it been since he had been so close to human, close enough to feel her heart against the hollowness where his own silent organ lay within him? When had he last held a human girl in his arms, felt her arms cling to him with the tight, needy desperation of someone who viewed him as all she had on her side?

Buffy, of course… the last had been Buffy. Everything, in the end, seemed to circle around to the blonde Slayer Angel had loved with all his being… the girl he had left, in order to save. But this was not about Buffy, he told himself, just as he had told Faith so recently. This was entirely about Faith, and it was she that he needed to concentrate on, to try to get through to once more.

He could smell her… the scent of her hair, his shampoo mixed in with its natural smell… a faint hint of stale cigarettes that made him wonder briefly when Faith had found the time to smoke without him knowing, and where she'd managed to find a cigarette in his place. But more strongly than this Angel could smell the oddly metallic scent of her fear, the bitterness of her pain and grief, emanating off her in waves she surely was oblivious to, but which he could not desensitize himself to.

He held her for an undeterminable amount of time, letting Faith slowly begin to grow calmer on her own as he kept his arms around her, trying to wordlessly convey his strength and comfort to her. He suspected she would unconsciously understand his actions more than any words he might use. Once in a while he rubbed a hand over her tensed, slightly quivering back, or ran gentle fingers through her hair, just to let her know he was still there, still focused on her. And after a while he was aware of her heart rate slowing, her heavy breaths evening out, her trembling easing against him. She did not speak, did not yet attempt to pull away, and Angel could feel the tears that had been slowly soaking into the shoulder of his shirt stop. Still she said nothing, didn't even move, and Angel repressed a sigh at the entire situation he had found himself to be in.

Faith had messed up so much of her life, carried out so many wrongs even in the past few days. She had done them gladly, even with relish, and until now had shown few signs of remorse. She was so lost, so angry, so bitter and desperate to prove herself in all the wrong ways… and yet Angel felt nothing but sadness for her, sadness and a quiet empathy. She was so young, really barely more than a child…even younger, he suspected, than Buffy. Despite all her terrible deeds, there was something about her, even before now, that had seemed to Angel to be calling out, almost screaming for someone to accept her, to notice what she needed… and now that she had finally broken, Angel intended to be there for her, to try to give it to her, to show her that it was okay to ask for it.

After their battle in the alley, he was even more worried about Faith than he had been before, when she had been actively violent and destructive towards others. He knew all too well what intense remorse and self-loathing could do to someone, how much Faith had- and probably still did- want to die because of it. He had no intention of letting her hurt anyone- whether herself or others.

A few more minutes passed after he had felt Faith's tears stop, and he could feel her formerly limp body start to tense up slowly against him. He knew that the moment would soon pass them by if he didn't go with it fast, and he spoke up to her quietly, his hand still lightly against her back.

"It's okay, Faith," he told her softly, his mouth close to her ear. "It's gonna be okay… I'm gonna help you through this."

He waited a few moments for some sort of response; when she didn't make any, he continued in the same soft tone, maintaining the close physical contact with her.

"You can do this, Faith. It won't be easy…and it will be up to you to work for it. But as long as you're trying- and even when you think you can't anymore- I'll be here to help you."

He could sense Faith withdraw from him even before she physically pulled away, turning her face away for a few moments. When she looked back at him, her eyes were dark, bruise-like smudges and mascara stained underneath, and she spoke with a slight frown, seeming incomprehension in her eyes. Her voice was slow, slightly foggy as her eyes went to meet his own, her brow creasing.

"You…you mean that, don't you?"

Angel held her gaze with his, making sure she was watching, that his voice was firm and serious as he replied.

"Yes, Faith… I do mean that."

Faith stared at him, her forehead furrowing even further; she pulled away from him a little more, seeming not quite aware that she was doing it. The unbelief in her eyes coupled with a stifled hope made her appear younger still in Angel's eyes, softer, on the verge of opening up…

"Why?" she asked, her voice quiet, confused, almost cracking, and Angel saw that she was wavering. This was important, the way he responded to her now…this could make all the difference with her future decisions and behaviors…

"Because it's the right thing to do," he replied quietly. "It's the only thing to do… and it's what I want to do. I help people, Faith, even if they've messed up, even if they think they don't deserve it- even if they don't deserve it. And I'm going to help you."

He paused again, moving his head slightly to read her expression. Her features were still tensed, her eyes struggling, and he lay a hand on her shoulder, feeling there how tightly she was holding herself.

"I care about you, Faith… and I care that you get through this, start working to make things better. I know you can do this. What you did, the mistakes you made… they matter, of course, but it's what you do now that matters more. And I'll help you with it. It's going to be okay."

Faith continued to look up at him, eyes open wide, moving from side to side as she scanned his face. She was probing his gaze, his features, her own eyes uncertain, afraid in a manner she was almost certainly unaware of. She seemed to Angel to be simultaneously looking for lies or flaws in the way he looked at her, what he said to her, even as she held her breath, hoping for sincerity. The conflict in her moved him in a way he doubted he would have felt before for her, a girl he had mostly had irritation and perhaps pity- and yes, some fondness and a certain reluctant degree of attraction- for before. But being with her in the alley, being there with her and for her as her frantic attempts at self-concealment shattered, had changed things, changed him… knowing what she really was inside was a different thing from witnessing it. Now that he knew all the more fully, he was more determined than ever not to let her get away from him and his help.

Faith was still watching him intensely; she did not speak, but he saw her eyes flicker briefly, saw her lick her lips in a nervous instinctive manner. Angel watched her, waiting, feeling out a sense of what he might need to do next.

Slowly her hand moved to touch his face, her fingertips, then her entire hand, going to rest against his cheek. Angel was a little startled by this, but he allowed her to keep her hand there, allowed her to keep looking at him with that same perplexed-yet-hesitantly-hopeful frown, without moving his eyes or body away from her. If she still needed physical contact to feel assured, to feel secure, then he would give it to her. Still, Angel wondered if Faith was no just listening, but truly taking in his words, taking attempting to believe.

And then his thoughts were abruptly shifted in form as she pressed herself near to him, her hand still cupping his cheek lightly, the other moving to softly touch the back of his neck. He was too startled at first to move, and Faith, perhaps taking this as a sign of his assent, flattened her chest against his as she drew in even closer, covering his lips with her own. He could hear her heart begin to speed up again, sense the blood pulsing in her veins, and the smell of her, of her complex mixing of emotion… it was enough to make him suck in his breath, if he any.

Angel didn't push her away at first. He was too confused, even a little alarmed, by what he was feeling, what she was making him feel… and a part of him was not at all leery of it, a part of him that worried him the most. A part of him was enjoying this, didn't want it to stop… a part of him could have gladly taken advantage of Faith's behavior, her aggressive, confused attempt at controlling things once again in a manner she was used to, a manner she had tried time and time again. And that was dangerous for them both.

This was not the way it needed to be. She didn't need this from him, whatever she might believe… she needed much more than anything sexual he could offer her, and he'd do well to remember that he too would gain nothing from such a decision.

At Angel's lack of response in the first few moments, whether to stop her or to kiss or touch her back, Faith, clearly seeing this as further encouragement – or maybe in a desire to force him to reciprocate- increased the intensity of their contact. She rubbed her body against him, her breathing growing heavier, and she pressed her lips harder against his, sliding her tongue into his mouth as she squeezed the back of his neck, trying to cause him to respond. But Angel could smell hardly more than a hint of lust or arousal on her, and knew this was not the reason for her actions. Faith smelled strongly of desperation and grief, a strong need for comfort and understanding… and for someone to show it to her. No doubt this was her way of seeking it, in the only method she knew of… and no doubt she expected it returned to her in the only form she had experienced and could understand.

Well, Angel wasn't going to give it to her, not in that way… he was going to make her understand, he was going to show her what she truly wanted and needed… and what she was attempting to invoke in him was definitely not it.

He pulled away from her gently but firmly, still remaining close to her, but instead put his hands on her shoulders, looking her in the eye as he spoke to her. Faith looked unsurprised, even determined, but before she could try to move in on him again, he cut her off softly.

"No, Faith, we're not doing that. This isn't what either of us wants, and this isn't what you need."

"It's exactly what I need," Faith disagreed, her voice low, husky, and she curled her lips into a seductive smile that contrasted sharply with the turmoil of her eyes. "And it's exactly what you want, Angel… what are you afraid of? I know you want me…"

She moved her hands to touch his waist, skimming her fingers up his sides as she continued to smile at him in an almost predatory manner. "Is this about that fragile little soul of yours…scared I'll make it take off again? I think we learned the first time around that I'm too fucked up to give you perfect happiness… but I can come close enough if you'll let me…"

She attempted to twist under his hands, one hand slipping down his leg, but Angel tightened his grip on her, forcing her to keep her face and most of her body away.

"Faith. No. This is not going to happen."

"Looks like it already is," Faith replied, and she roughly extracted herself from his grasp, rapidly slipping behind him and grinding her body into his back. She wrapped strong arms around him, beginning to kiss his neck, and then suck on it.

"Bet you like that Soulboy… little role reversal…"

"Faith!" Angel repeated more loudly and insistently, and he thrust her away from him again, this time holding her forearms. "Faith, STOP."

"Aw, don't you like it rough, Soulboy?" Faith breathed, and there was some anger in her voice now. "No, I know you do… I remember the way you touched me once, the way you put your hand all over me like you just couldn't get enough-"

"Faith," Angel said quietly, and he looked at her almost sadly, not even bothering to use an authoritative tone anymore. She was trying so hard, even as her eyes shouted her pain…

"Faith, stop… I know what you're trying to do here."

"Yeah, me too," Faith said aggressively, and she pressed her hips in against his, straining her body against him despite his hold. "I'm showing you what you want… showing you what you need…"

She rubbed one leg against him, even with her arms still restrained, and twisted herself in an effort to break free of him, stretching up to kiss him. As Angel swallowed, still overtly aware of her smell, her body, her blood, she whispered, her warm breath against his skin only upping his conflict.

"I know how much you want me, Angel… I can feel it," she breathed, and she pressed her body in closer. Even with his attempts to keep her from doing so, he was not using nearly all his strength, not wanting to hurt her, and she was determined.

"You can feel me… smell me… and I bet you can almost taste me," she rasped, her breath tickling his skin, "and I know that's what you want… why don't you taste me, Angel? Go ahead… you know you want to…"

It seemed at first that she would bite him, but as her lips touched his throat, Faith instead licked him slowly, giving him a little sucking with her lips and tongue for a moment before pulling back. She arched her neck before him, shaking her hair off of her shoulders and deliberately exposing her throat to him even as she continued to half grind herself against him.

"Bite me, Angel… you know you want to…"

In response to her behavior, Angel had temporarily froze, horrified by his own unwilling response to her…for she was right. He was strongly aware of her, tempted by her, in so many ways… a part of him always had been, whatever logical reasoning told him of the stupidity and danger- the immorality- of it. He knew that there was no way he could ever touch her in the way she wanted him to, especially under the current circumstances, and there was no way he would ever lose control of himself enough to bite her. Even though that was what she was asking him to do…no, especially because she was asking him to do so. But even as he knew this he was nevertheless unable to be in control enough to not want to allow her to continue touching him, to allow her to use his body, to use hers in return. And yes, he wanted to caress his lips against her pulse point, be that close to it, feel it as he never would again feel his own..

Just before tasting it… just before tasting her blood, the blood he was so aware of, so near him…

Finally alarmed enough at this last thought to shake him out of his temporary inertia, Angel thrust Faith away from him with more force than he had used on her previously. He kept a much tighter hold of her now, his arms locked so that she could not break his hold easily, if at all, and he spoke louder now, but no less insistently, looking into her eyes with nothing but serious intent.

"No! NO, Faith, I will not do this, and I will not allow you to do this. This is not why I'm here with you now… this is not what I'll give you."

"WHY?!" Faith burst out with, her voice losing every bit of feigned cool and self-assurance she had worked up until this point, and her face flushed darkly, her features tightening with anger and frustration. Under his hands her muscles were hard, resistant, lending no help to his attempt to calm her with his voice and eyes. "Why the hell not, Angel? You want to, I fuckin' know you do, and I want you to! Just DO it, this one time… you're not gonna KILL me, you're just gonna CHANGE me, that's all I want you to do, fuckin' CHANGE me! That's all I want, just change me! It doesn't matter, it's not wrong…it's just what you gotta do…"

Her voice was getting faster, very taut and higher pitched than usual in spots, and she was shaking slightly under his hands, dropping her eyes. When Faith looked back at him, her eyes were wide, wholly unguarded, the pleading in them making Angel unable to look away.

"Please, Angel, please…change me," she almost whispered, blinking quickly, and in that moment Angel was with her once more in the alley as she begged for her death, feeling both now and then the sorrow of a young life so twisted into the state it was now, the tragedy of the young woman before him. Both then and now she wanted nothing more than to destroy what she was, to in this way try to erase the pain and consequences of what she had done.

But Angel had learned long ago that nothing you did to deny or flee from your transgressions would truly make them go away, nor would it make them rights… it would only send you deeper into a hell of your own designation. And the young woman before him had spent more than enough time writhing in the flames.

"Just DO it," Faith repeated, and her voice cracked, her hair hiding her face partially now as she shaking beneath his hands grew more pronounced. "Angel, just do it, change me… you have to change me."

"You'll change, Faith," Angel replied, and he loosened his hold of her, feeling her slump slightly in response. "You'll change… but I won't do the changing for you, not like that. You'll change yourself…I'll help you, but YOU will change. I will never hurt you like that, Faith…nor will I let you hurt yourself," he continued, looking her steadily in the eye with those words. "It's not going to happen… you're better than that."

He watched her closely, seeing how his words slowly sank into her expression, her eyes darkening, then shining in an odd flatter glitter he recognized as barely controlled tears. He watched as Faith tensed her jaw, lowered her head further, and he heard her heart beat speed up, her breathing growing more uneven, erratic, her pulse pounding.

He waited, knowing it would come… and when a few moments later the first tears slipped down her cheeks, followed shortly after by the first shuddering breath, he enfolded her into his arms, holding her as he had before, only hoping that this time, genuine, lasting understanding would be made.

And it could have been, perhaps, had it not been for Buffy. A gasp at the door was all Angel needed to hear to know that once more, his attempt to reach Faith had been thwarted.