Author's Note: Set in S2 during School Hard.

Broom. Paper towels. No-smoking sign. Pine-Sol. Um...mop.

Willow was fast running out of distractions to keep her entertained.

Maybe they could try to leave the closet.

No. No, cause, vampires! Spike! She didn't want to meet up with that guy cause...trouble...

But why? Of all the people she was stuck in the closet with, why Cordelia?

She was the president of the "We Hate Cordelia" club, after all. And, okay, yeah, Cordelia had been less snobby lately, but she still wouldn't give Willow the time of day if Willow were in desperate need of...time...

It had always been like that. Cordelia teasing her or ignoring her, and Willow just letting her get away with it. Cause that's what Willow does. And, yeah, so Cordelia was really pretty, but that didn't mean she was as great as she thought she was.

Not that Willow thought much about how pretty Cordelia was. Cause...yuck! Also, confusing.

And Willow didn't at all notice how striking Cordelia looked tonight with the splashes of red on her dress and her hair upswept and bare arms, toned very finely from her cheerleading. Then with the dress that displayed those slender and, wow, long legs!

Okay, so maybe she did notice, but that wasn't anything out of the ordinary, right? Cause people notice that stuff.

"I'm bored." Cordelia interrupted Willow's thoughts. That was a relief. "I haven't heard any noise for a while. Maybe we should go out there."

Willow shook her head. "Let's wait a while longer." Cordelia gave her a blank look. "Just in case. I mean, I don't feel like fighting off a gang of vampires if you're wrong..."

Cordelia rolled her eyes, resting her elbow on her knee and her head in her hand. "Whatever. Ugh, this closet is so gross."

Willow had avoided looking at the floor, which had a liberal coating of dirt and some unidentified liquid residue. She nodded. "Yeah. I could have told you not to kneel in here."

"Well, you should have warned me. Geez, what good is being a brain if you don't tell people what to do?" Cordelia scowled at her dirty knees.

"Right, cause you're always so happy to listen to what I have to say." Wow, why did she sound so bitter?

"Hey, I listen to what you have to say!" Cordelia raised her head. "Cause...sometimes you say smart stuff. I listen!"

Willow pressed her lips together. "Okay, maybe you do now because we've saved your life."

Cordelia stood up, stretching slightly. "It's no use worrying about being popular if you're dead. So yeah." She shrugged.

"So that's all we are? Just people who keep you from being dead? Is it always about you? I mean, does your world really revolve around yourself? Cause...just thinking...nobody can really be that shallow, you know? But then, there you are! All...shallow..." That was a lot of words. A lot of honest words. Willow's palms were sweating and she was beginning to feel the claustrophobia of being in such a small space. With Cordelia.

"What's your problem? Do you honestly care?"

Willow stood up. Okay, Cordelia still towered over her, but at least now they were sorta at eye level. Sorta...if Willow stood on her tiptoes, but that would look kinda pathetic so she didn't.

"It's just some people - normal people - like to think that other people hang out with them because, you know, they like them. I mean, do you like anybody but yourself?" Her heart was beating really loudly. Probably like a siren call to any vamps out there. Willow hoped they were all gone. "Do you, me?"

Cordelia was doing the squinty-eye thing that she did when she was thinking, and Willow suddenly felt very stupid and wanted to dash from the closet. But Cordelia was in front of the door. Facing vamps would be easier.

Finally, after a long silence, Cordelia said, "I don't not like you. I guess. I never thought about you much before the whole demon thing started up. But now that we're...not 'hanging out' cause, as if! But now that we're spending time together very, very rarely, you're not bad."

Willow found she could breathe again. Cordelia was staring up at the ceiling, looking thoughtful.

"It's just you've always been so quiet and loserish," Cordelia continued. "But now that I have to pay attention to you since, you know, you sometimes save my life, you're actually kinda, I don't know, cute. Like, I thought you were a loser cause you couldn't be popular, but it's more like you don't want to be popular, which is weird, but it works for you, you know?"

Willow smiled. "That's really nice, Cordelia."

Cordelia smiled back at her. It The room got very hot.

"So, do you like me?" Cordelia waited expectantly.

Like Cordelia? Of course Willow didn't like Cordelia!! Hate her! She's everything...everything Willow despised. And she's just

...looking at her with a genuine smile. Like it actually means something that Willow might like her. And the smile made Cordelia look so bright and beautiful and her hair falling stylishly around her face that Willow just wanted to run her hands through and smell and why was that so weird anyway?

And if there were vampires outside, then they may be doomed, and so what was the harm in giving into her urges just this once?

Then before Willow's brain could follow its runaway train of thought, Willow was standing on her tiptoes and pressing her lips to Cordelia's. And Willow's brain came to a full stop as she rested her hands lightly on the taller girl's hips and enjoyed the tantalizing softness of her lips.

Willow expected Cordelia to push her away or slap her or yell and recoil in horror. But after a brief second, Cordelia's arm slipped around Willow's waist and the kiss deepened.

Willow's first kiss. She didn't know any words to describe it because she was so lost in the feelings and the warmth and sweet tenderness of the moment.

Feeling more bold, Willow pulled Cordelia closer to her. She had the cheerleader by the tongue. Well, she had the cheerleader nibbling at her lower lip and pressing her body against hers, and Willow could feel Cordelia's breasts just above her own, and she was trying to think of reasons to not reach up and touch them -

"Police! Anybody here?"

The moment broke, and Willow was pushed back against the metal shelves. The distant voice outside in the hallway signaled the all-clear. And Cordelia wore a look of absolute panic which would have been funny in any other situation but here it just made Willow start to feel all panicky too.

"Oh god..." Cordelia gasped. She turned and grabbed the door handle. Before she opened the door, though, she pivoted back at Willow with a steely-eyed look. "This didn't happen, and if you ever say it did, I will do everything in my power to ruin you completely." She paused. "Cordelia Chase does not make out in closets." She frowned and added, as an afterthought, "Especially with girls!"

Willow watched Cordelia exit the closet.

She smiled, knowing that nothing Cordelia could do would ruin her. And nothing would be able to tarnish the memory of that amazing kiss.

Willow began to think she might be kinda gay.