Disclaimer: I don't own 'em. Joss does.

Rating: Uh…R (for language and implied adult situations)

Spoilers: None, really. Only the vaguest reference to events in "Bad Girls."

A/N: As always, thanks to Tim for keeping me motivated and Lilly for making sure there aren't too many typos

A/N2: Submitted for the Prison Fic challenge at Oralfxtn's Yahoo Group. The parameters of the challenge are:

Choose from 3 basic scenarios:

1) Buffy and Faith are both in prison.

2) Faith is in prison, Buffy isn't.

3) Buffy is in prison, Faith isn't.

Must include all of the following:

1) Bunk beds
2) Showers
3) Cafeteria
4) Prison Yard
5) Solitary Confinement
6) Female Guard(s)
7) Contraband
8) Strip Search
9) Prison brawl or riot
10) Laundry Room
11) Cigarettes (we'll ignore that it's not allowed anymore)
12) Mail
13) Shiv or Shank
14) Barbed Wire
15) Tattoos
16) Lights Out
17) Lock Down

Faith shifted on her lumpy bed and wrinkled her nose. Whoever the last occupant had been must not have understood the concept of showers. It reeked. Maybe lying down wasn't such a good idea – even if it had given her some relief from Buffy's glare. With a disgruntled sigh, she swung her legs over the edge of the mattress and sat up, ducking at the last second to avoid smacking her head on the metal frame of the top bunk.

"What's the matter, Faith? Can't sleep?" Buffy was still there. Still standing stiffly in the far corner of the cell. Still glaring. "Wow. I thought you said you could sleep anywhere, any time. Is the guilt finally getting to you?"

"I didn't do anything to feel guilty for, B!" Before she could bite the words back, they were out – with a lot more force than Faith intended. Damn it. Buffy made her madder than anyone else.

As if she had been waiting for precisely that answer, Buffy sprang away from the wall and stalked closer to Faith. "You're the reason we're in here! In jail! We're in jail, Faith!" The more Buffy talked, the louder she got.

"Really?" Their argument was a train wreck. Even though she wanted to remain silent and not give Buffy any more ammunition, Faith responded. "What was your first fucking clue? The bars? Or the bitch with the mustache and the blue uniform? She seemed kinda interested in you, B. Thought for a second she might try to do a strip search, if ya' know what I mean. Maybe if you bat them lashes, she'll unlock the door and we can get out of here."

Buffy's lips tightened so much her cheekbones jutted out. "I can't be in jail, Faith. We can't be in jail." Her voice lowered dramatically as she whispered intently. "We're the Slayers. Who's going to patrol?"

Faith laughed. She couldn't help it. "That's new. You been trying to get out of the game since I got here." Buffy did have a point, though. "Look, B, just sit tight. As soon as the cops call Mrs. S, I'm sure she'll be here to bail you out. Then you can go be a good little Slayer and keep the townies safe." It was a good bet that neither Joyce nor Giles would give even a dime to get her out of jail.

Her reassurances fell on deaf ears. Buffy continued her tirade; although, the whisper was a thing of the past. "No way. I can't have Mom knowing I was…" She broke off, looking furtively around the cell. "She'll never talk to me again. Or… She will. She'll yell. I mean, this is exactly what she told me would happen when we first came to Sunnydale."

The flood of panicked words was so surprising (and entertaining) that Faith settled back on the bed to watch the show.

Buffy was in full verbal stride. "Mom warned me. Willow did, too. 'Faith is a bad influence.'"

All the amusement drained out of Faith and she closed her eyes again. So Joyce and Willow thought she was bad for Buffy. It wasn't a shock, and it didn't matter. Rubbing her palm against her burning eyes, Faith repeated that refrain. It didn't matter what they thought.

The inner pep talk drowned out the first part of Buffy's next comment. However, Faith came back to the real world as Buffy's voice rose to a crescendo. "…work in the laundry. If they make me work in the cafeteria, people will die, Faith! Last week, I blew the toaster up and caught the curtains in the kitchen on fire. I'll tell them I'm a whiz at folding clothes. Just…just not ironing. Do you think they iron things here?" Buffy reached out and gripped Faith's arm tightly. "Faith! Are you listening to me?"

"I'm listening, B. So is everyone else in here." Pushing Buffy away, Faith sprang off the bed and began to pace restlessly. She had to get out of here.

Her feet faltered, the toes of her boots touching metal bars.

Leaving wasn't an option. Even as a Slayer, she couldn't bust through metal. What she really needed to do was get Buffy out of there. No way was Faith spending a second more than she had to with the other Slayer. She needed a plan. The pacing resumed at a slower pace as Faith grappled with ideas. As she walked, Faith absently patted her pockets, looking for her cigarettes. Smoking always helped her think.

"How can you be so calm?" Buffy seemed to materialize right in Faith's path. With her arms crossed, she was back to glaring.

Buffy thought she was calm? Faith regarded Buffy with wide eyes. She was anything except calm. In fact, calm was on a far distant planet. "Are you fucking crazy, Buffy? I'm stuck in a tiny cell with you, listening to you go on and on about bein' in jail and how it's all 'cause of me. Calm?" The final word was a shout.

Fuck. She had to stop this before they ended up in a fight.

Spinning away, Faith stalked as far away from Buffy as she could and the bars of their cell tightly. "You got to get your shit together, B," she announced. Voice shaking from her effort at control, she continued. "This ain't the end of the world. Fuck, you should know that. You been there for that."

Faith felt, more than saw or heard, Buffy move closer. "This is different." Out of the corner of her eye, Faith watched Buffy hover a few feet away. "I…"

Before Buffy could finish her sentence, a shout sounded from farther down the row of cells. It was quickly followed by more and two female guards sprinted by with a jangle of keys.

"What's going on?" Buffy closed the gap between them, pressing into the bars next to Faith. "A fight?" Her voice rose. "A riot? We could get out if there was a riot. Isn't that what happens in the movies? Do you have anything on you we could use to pick the lock?"

If they ever made it out of the cell, Faith was going to suggest that Giles put Buffy in a mental hospital – one without a television. "You musta watched Caged Heat one too many times, B. This is jail. Not prison You know, the Big House?" she teased. The shouting grew louder, and Faith paused for a minute, peering down the long hallway in case there was a glimpse of the action.

Not seeing anything, though, Faith gave up and turned around. She leaned against the bars and looked at Buffy.

Buffy looked back, eyes still wide and scared. "There's a difference? Isn't this just a smaller prison? You saw the women as we came in. Who knew there were that many scary women in Sunnydale? One of them had barbed wire tattoos. On her head!"

Acknowledging Buffy's statement with a shrug, Faith tried to explain. At least Buffy wasn't blaming her at the moment, and she didn't appear on the verge of a breakdown, either. Maybe, just maybe, she'd listen to reason now. "B, you gotta stop thinking this is more than it is. The cops caught us coming out of the sporting goods place. So what?"

She could tell she'd chosen the wrong line of defense. Buffy's face turned red and her mouth opened.

Faith rushed on. "You had a lousy dagger, B. That's it. I was the one who loaded up. All you need to say is that I forced you to go in. One look at me, and ain't no one gonna doubt your story."

Buffy's mouth snapped shut.

That was more like it. Ignoring the burn in her throat, Faith went on. "I don't mind taking the fall. Three squares and a cot sure as hell beats the Sunnydale Arms any day." She tried a smile, even though it felt wrong. "Do me a favor? Send me some mail or something, OK? Postcard or whatever to keep me up to date with the Slaying news."

"I'm not sending you a postcard, Faith." Buffy threw up her hands. "And you think I'm a drama queen. Pretty soon you'll be telling me how you just know you'll end up in solitary for having contraband or something."

"Contra what?" Faith shook her head and felt her lips twist in a real grin. "I'm all about action, B. If I'm gonna end up in the Hole, I want it to count. You know the bitches in prison are going to be all over my hotness. And I'll be ready with a shiv to make 'em back off."

Giggling, Buffy moved closer and poked Faith in the shoulder. "I can see you, all stripped down to a tank top, pumping iron in the prison yard… You might need more than one pointy object to get your point across."

Dramatically grabbing her shoulder, Faith pretended to pout. "You think I'm gonna need more weapons, B? I'm hurt." In fact, the only thing that actually hurt was the spot right over Faith's heart. It still ached slightly. She was going to miss this Buffy once Joyce showed up to bail her out.

As if her thoughts had set the scene, footsteps sounded on the concrete floor outside the cell. Faith and Buffy turned to watch the guard approach.

This was it. Buffy was leaving. Faith knew it, and she tried to brace herself. Being alone wouldn't be so bad.

"Unlock 15-A," the woman said into the mic clipped to her uniform. Seconds later, there was a buzz and the cell door slid open. "Let's go. Looks like you're out of here."

Faith stepped away from Buffy, hands clenched into fists. She felt Buffy's eyes on her but steadfastly refused to look anywhere except the guard. "You heard the cop, B. Get the fuck gone already." It hurt to talk, and Faith hated the thin and tight sound in her voice. If Buffy even suspected the way she felt, she'd never leave.

In fact, it looked like Buffy had turned into a statue. Instead of running for freedom, she was completely still a few steps from the door.

There was only one way to motivate the other girl. Faith needed to push a few buttons. "Hurry up, B. What the fuck is wrong with you? Ten minutes ago, all you could talk about was getting out of the joint before some inmate came after your ass. Now you wanna stay?" Forcing a smirk, Faith met Buffy's shocked and confused gaze. "Let me make it easy for you, Princess. Get out. I'm hoping to convince the cop here to come back after lights out and make sure I'm all…locked down for the night."

The tears in Buffy's eyes hurt more than the thought of being alone and in jail. Faith fought to keep her expression intact. She couldn't waver.

"As unbelievably wonderful as that sounds, you've both been bailed out." The guard snapped her fingers. "Stop wasting my time and move it. If you aren't out of the cell in two seconds, I'm closing the door and telling the woman out front I couldn't find you."

Unbelievably, Buffy went even stiffer and still. "Mom…"

"Sounds like it, B." Lightheaded from relief, Faith didn't question why Joyce had chosen to get her out of jail along with Buffy. "Come on. It ain't gonna be that bad. I mean, it's not like she and Tweed are going to make you wear an orange jumpsuit or nothing." Gripping Buffy's arm, she dragged her out of the cell.

"About damned time." With a scowl, the guard stalked away.

Keeping an eye – and her hand – on Buffy, Faith followed.