Okay, so this started as a conversation between DarkRedWillow and myself about Willow apparently having to have a girlfriend on the last season (why can't she grieve PTB? Huh? Why not?), so they brought in Kennedy, who is basically wannabe-Faith 2.0, but not nearly as awesome, and we were discussing how we'd have rather had Willow get with Faith, but because of their history, it never would have happened. (And Buffy and Xander would have flipped out and it would have been hilarious!) So, all that to say, that this is me playing with that idea :) Hope y'all like it! (And Merry Whatever-You-Celebrate!)

Set post season 7 and makes references to the night Faith takes all the Potentials out to the bar, but no spoilers. Also - this may contain some light Kennedy bashing (it was unintentional, but it sort of snuck in there...) so sorry about that!

Buffy was sure she was hearing things and she rubbed one ear and shook her head. "What was that, Will?" Xander was sitting on the floor beside her and he scratched the back of his head in confusion. "The connection must be a little fuzzy or something."

On the other end of the phone, Willow laughed, glancing sideways at the source of her friend's disbelief. "I think you heard me."

Buffy cleared her throat and shared another glance with Xander, both of their expressions showing confusion and not a little concern. "So, um…how in the world, I mean, Will…"

"How the hell?" Xander demanded into Buffy's awkward pause.

Willow blushed, biting her lip. "Um…"

"Alcohol," Faith answered succinctly. She shrugged as Willow shot her an exasperated look. "What? They asked, I answered… We got drunk, we got laid…" They could both hear Xander choking on the other side of the phone and each laughed, grinning at the other. The mirth was unexpected but most welcome.

After all, it wasn't everyday that you told your best friends that you've been sleeping with the Slayer…the other Slayer, that is.

Buffy spoke up, voice slow as she obviously struggled to pick her words. "So…is it serious?" She had many things in her life that she worried about, but this, Willow and Faith, was one she'd never expected.

Willow and Faith exchanged looks, neither speaking. It's not a question they'd ever asked of each other in the weeks that this had been happening, so of course it's the first question Buffy asked.

"Can't we just be screwing?" Faith asked, resting her chin on her bent knee.

"Not if you want to continue living," Buffy declared flatly. "If you hurt her, Faith…"

"So I'm the bad guy again?" the dark-haired Slayer questioned, frowning.

"There are no words to describe how quickly I'll kill you if you hurt my best friend," Buffy reiterated forcefully.

"Buffy…" Willow started, voice soft and calming. "Don't worry…"

The blonde Slayer sighed, her own voice quieter as she spoke again. "You're okay, aren't you?"

"Yes, Buffy," the witch answered, smiling shyly down the couch at Faith.

"How the hell did this happen?" Buffy asked again. "Really…"

They could both hear Xander attempt to chime in, but it appeared that their news had made him nearly catatonic, and a gurgle was all that escaped.

"Well…" Faith started the story, grinning as she reminisced.

The Bronze was crowded, potential slayers dancing and relaxing, but Faith frowned when she came out of the crowd for some air and found Willow draining a pint glass at the bar. "What's going on, Red?" she asked, taking the seat next to her and signaling for a drink of her own.

"Getting drunk," Willow responded dryly, taking a long drink as a fresh beer was put in front of her.

Faith frowned, taking a smaller sip of her own beer. "Not that I'm judging, but any reason in particular?"

Willow shrugged, smirking sideways. "Isn't that why we're here? To have a good time?"

The Slayer shrugged, thinking it over. "I guess you're right," she reasoned. "Cheers," she offered, lifting her bottle to clink it against Willow's before they both took a drink. The silence stretched for a moment before Faith leaned forward, balancing her bottle on its bottom edge and letting it roll in circles, holding it steady with the tip of one finger. "So…B told me about your girl," she started, grimacing when Willow froze, shoulders stiff for a long moment before she tilted her head back and started working on draining her new beer. "You don't want to talk about it, message received," Faith promised reassuringly. "Just… I'm sorry, Willow."

It's the sincerity that got her attention. No matter what their history had been, Faith was sorry that she was in pain. It got through to her in a way that Buffy and Xander's sympathy didn't do. They all loved Tara, but they'd had to experience what she'd become after… Faith had only heard rumors, didn't understand. "Guess we've got something in common now," Willow commented bitterly.

Faith started to bristle, but forced herself to laugh it off. "Yeah, I guess we do," she agreed, finishing off her own beer in one impressive pull.

"Okay, I'm sorry, I didn't mean that…" Willow said. "Well, I mean, we were both evil for a little bit, but we're better now. We're working on it…"

Faith gave her a sideways smirk and patted her on the back supportively. "We're doing good, no, we're doing damn good!" She gestured around the room, the club hopping with potentials and music and booze. "We deserve this, girl! One night where we don't have to mope and brood! We're not Angel! We're us! Faith and Willow! Willow and Faith!"

"And that's the last thing I remember that I'm telling either one of you about," Faith finished the story with a laugh. "We woke up in bed together the next day."

"And it's just kept happening?" Buffy questioned, everyone ignoring Xander's strangled gurgling in the background. "How could we never notice that? That was months ago!"

"It's not all the time," Willow answered. "We've been kind of busy with the First and destroying the town." She blushed as she glanced at Faith. "And the first few times were just when we were depressed, or lonely, or whatever."

"But it happened while we were in Sunnydale? More than once?"

"Faith…Willow is sleeping with Faith?" Xander's voice was hoarse and heavy.

"It was a drunk thing," Faith said, trying to be reassuring. She glanced sideways at Willow. "It started as a drunk thing," she clarified. "I'm not going to hurt her," she promised.

"Where are you guys?" Buffy asked. "I want to see Will."

"You want to try and beat me up," Faith translated with a laugh. "I get it, B."

The blonde Slayer was unapologetic. "She's my best friend! And you…"

"Listen, I know I'm not your favorite person, but it's different now," Faith interjected. "We're having a good time, keeping it simple, but I'm not going to hurt her."

"I want to talk to Willow," Buffy insisted. "My, our, best friend!"

"Fine," Faith agreed, leaning over to kiss Willow as she stood up. "I'll go grab us some lunch, babe."

Willow watched her go, giggling as the Slayer shook her ass deliberately as she walked out the door. "Willow!" Buffy's voice drew her attention back and she cleared her throat. "This is weird," Buffy stated. "You and her…"

"It's not as bad as it sounds," Willow offered. "She's not…using me or anything. If anything, I was using her at first."

"What do you mean by that?" Buffy asked, an unseen frown on her face.

Willow hesitated, speaking slowly. "You know how it was for me, after…" She didn't finish it, the thought of everything that had happened still painful, would always be painful. "Faith, she knows what it's like… and she doesn't judge me…" She laughed, but the sound was sad. "And she doesn't remind me of Tara…at all. And right now that's what I need."

"And she's miles better than that chick Kennedy," Buffy chimed in, drawing a genuine laugh from her. "I mean, that girl was all over you! You barely even noticed her and she was all the time getting in your business! Talk about pushy!"

"She was at first, but maybe that was good for me. And it doesn't matter anyway because she started avoiding me after I pulled power from her to get you out of that portal." Willow said. "She'll never admit it, but it was driving Faith a little bit crazy to have her around. That was a good weekend for me though when she finally blew up," she mused almost to herself, blushing when Xander made a renewed choking noise and finally excused himself.

"That explains all those little incidents with those two, but I don't think I can hear any more about that, please." Buffy bit her lip, not sure what was going on with the witch, but wanting to be supportive. "Faith, she's being good to you, right? Cause once I figure out where you are, I'll totally come kick her ass if you need me to," she promised.

"She's being good," Willow said reassuringly. "And it's not like we're hiding from you. We're at Faith's apartment."

"We just moved here! She's already got her own apartment?" Buffy asked. "And I don't even know where it is, so that's not super reassuring!" They'd been in Cleveland for just over a week, settling on another Hellmouth until they could figure out another plan.

Willow laughed, rolling her eyes. "You want the address?"

"That would make me feel better, yeah," Buffy answered, not apologizing for being worried. "It's not as skeevy as her place in Sunnydale, is it?"

"It's not quite as bad. Get a pen," the witch directed, giving her friend careful directions.

"I'll keep these safe and memorized, so anytime you need me…just call," Buffy warned her. "So, are you living with her now, or are you coming home?"

"I'll be home soon. Probably not tonight, but I'll bring breakfast in the morning? We can talk…"

Buffy took a deep breath, curling into the corner of the couch and holding the phone with her shoulder. "Yeah, that would be good. You're sure you're okay?"

Willow laughed. "Okay, meet me for lunch," she directed. "You'll just be worried until you see me. You've seen me since this started, you know," Willow reminded Buffy with a quiet chuckle. "You almost caught us once, actually."

"Okay, nope, can't hear about that!" Buffy cut in quickly. "I would like to see you though," she confessed. "I thought Faith was going out to get you guys something to eat."

"She'll be alright," Willow replied, not concerned about missing one lunch. It wasn't as if Faith wouldn't be able to eat Willow's meal as well as her own. "I'll call her on the way."

"That diner on 12th?" Buffy asked, already up from the couch and moving to leave.

"Sure," Willow agreed, laughing. "I'll see you there in five minutes." She clicked off the call and held the speed dial for Faith's cell phone, listening to it ring.

"B wants to see you now," Faith guessed as soon as she answered, laughing.

"We're going to lunch," Willow replied, grinning as she slipped into a jacket and started down the stairs of Faith's walk-up.

Faith's next words were muffled by food and the redhead laughed. "Good thing I'm already eating," the Slayer admitted. "I figured Buffy would freak if she didn't see you today, make sure I'm not holding you captive since I'm such an evil…"

"Stop it," Willow cut her off. "Where'd you go for lunch?" she asked, changing the subject. Faith was still touchy about Buffy, about her place in the group, and Willow didn't want finally telling the others about them to bring up all the old tensions between the two Slayers.

"Found a little place with some pretty decent ribs," Faith answered. "Where are you guys going? That diner on 12th?" she guessed. It was confirmed when Willow didn't answer and she laughed. "Predictable." She paused, thinking before she spoke. "Will you be gone tonight?"

"I don't know," Willow answered honestly. She was sure that Buffy would want to grill her on what she'd been doing with Faith, and if she was being truthful with herself, she really wanted to talk to Buffy, to finally put everything out in the open. "I'll call you."

"No worries," Faith responded easily, trying not to be fussed either way. "Just, I'll just… I'll see you tomorrow." She hung up the phone, hating herself for the vulnerability. It would all be easier if they were just screwing. Unfortunately, Willow had snuck her way in too deep. Her phone beeped in her hand and she flipped it open with one hand, smiling unconsciously as she saw the text smiley face from Willow. Yeah, the redheaded witch was completely unaware of how charming she could be, how utterly cute, but it didn't diminish her charm's effectiveness.

Buffy was already at the diner when Willow arrived, the Slayer pacing at the edge of the table rather than sitting in her seat. Willow let herself be pulled into a tight hug, coughing when Buffy's arms didn't give her room to breathe. "Okay, calm down," Willow gasped as she was released. "We're going to talk this out, remember? Come on, let's sit down, okay?" She led Buffy back to the table and prompted the Slayer to sit.

They didn't speak as the waitress took their order, eyes meeting over the table before Buffy swallowed and just dove right in. "Are you happy?"

Willow sighed, shoulders slumping slightly as she narrowed her eyes. "You like the hard questions, don't you?" she asked rhetorically. Buffy didn't respond, her mouth curling into a supportive smile as she rested one hand over Willow's on the table. "Honestly, I don't know. Not to be melodramatic, but after… everything that happened, losing Tara…" She had to stop speaking momentarily, saying the name sending a sharp pang through her. She took a shuddering breath as tears burned the corners of her eyes, finding the sympathy in her best friend's eyes across the table. She was moving before she realized she'd made a decision, sliding out of her side of the booth and joining a surprised Buffy on the other. The Slayer wrapped an arm around her, resting her chin against Willow's hair as the witch buried her face in the Slayer's shoulder. "After I lost her, lost myself…I never really thought it would be fair to be happy again…"

"You sound like Angel," Buffy said softly, curling her arm closer around Willow's shoulder as the witch rested her head against her chest. "But it's not true, Will. Tara loved you. She loved you every bit as much as you still love her. She'd want you to be happy."

Willow coughed weakly, the noise suspiciously sounding like 'cliché,' but she nodded against her friend, one hand gripping Buffy's shirt tightly at her side. "It's definitely different than it was with Tara," Willow agreed. "And nothing will ever be like that again… and I know that it makes no sense at all, but Faith is what I need right now…"

Buffy let out a deep breath, giving the returning waitress a distracted smile as she hugged Willow. The witch took a moment longer to gather herself, sitting up slowly and wiping her eyes. "The first time she makes you cry, I'll kill her, I swear," Buffy promised, giving her a friend a wink and a small grin. Willow couldn't help grinning back, laughing.

"Thank you," Willow responded genuinely, pushing back when Buffy nudged her with an elbow. They laughed together, pretending to fight for another few seconds before they stopped mutually and picked up their food.

There were a few minutes of silence as they each ate their lunch, Buffy breaking the quiet without looking up from her sandwich. "So… what's it like to date Faith?"

Willow choked on her fries, pounding on her chest as Buffy slapped her back. "Don't say date!" Willow requested, breathing hard.

"Oh, is 'what's it like to screw Faith for months and not tell your best friend anything about it' better?" Buffy asked sarcastically, laughing.

"Yes!" Willow gasped, surprised to realize that she was grinning as she cleared her throat.

"Okay then. What's it like to screw…" Buffy started to ask, stopped by Willow's hand over her mouth and both of them burst into renewed laughter.

"Stop!" Willow ordered. "Do you seriously want me to answer that? What do you think it's like?"

"I don't know!" Buffy replied. "I, I just want to know how you're doing. I mean, Will, you're dating Faith!"

"Don't say dating!" Willow said again. "We're… I don't know what we're doing, but dating… I don't like that word…"

"Okay," Buffy agreed, giving her friend a soothing smile. "Not dating then. How is hanging out with Faith?" There was a pause and she couldn't resist adding, "Without telling me…"

Willow rolled her eyes and shoved Buffy's shoulder. "It's been good, actually. She's a lot of fun."

"Have you guys gone dancing?" Buffy asked. "She's really fun to dance with!" Willow gave her a surprised look, smirking at her friend. Buffy's jaw dropped and she pushed the witch's head with one hand. "Hanging out with her has certainly made you more of a little perv!" she declared, laughing as Willow flicked a piece of a fry at her.

"You're the one that said it!" Willow protested, cheeks red as she spoke. "And who'd have known that dancing with a girl would put that smile on your face!"

"You're the one who's sleeping with her!" Buffy shot back.

"Are you going to ask me about that too?" Willow asked, ducking as the Slayer swiped a hand toward the back of her head. "Hey! I'm just checking how much information you want, or can handle before your head explodes."

Buffy shook her head, still giggling. "No, I can't hear about that or my head really will explode!" One arm curled around Willow's shoulder and pulled her into a hug, realizing as she rested her head on the witch's hair that her cheeks were warm from smiling and laughing. It had been a long time since she and Willow had been so relaxed together and she realized that she'd missed it more than she had known.

"This feels good," Willow chimed in from under her arm, squeezing the Slayer gently. "I've missed you," she said as if she'd read her friend's mind.

Buffy nodded against her hair, letting out a deep breath. "Me too, Will. You've been all busy with your fancy new…"

"Don't say girlfriend," Willow interjected quickly. "I can't handle that word."

Buffy nodded, leaning back to smile. "Okay. It's cool. I get it. No 'g-word.'" She gave Willow a serious look. "You know I want to talk to her."

"You're going to hit her, aren't you?" Willow clarified, arching an eyebrow at her.

The Slayer shrugged, not embarrassed. "I want to talk to her," she repeated. "I'm the best friend. It's my job to make sure she's good enough for you." Her smile faded slightly and she hesitated. "And honestly…"

"She's not the same person she used to be," Willow said quickly. "Are you forgetting how little I liked her in the beginning?"

"No," Buffy stated. "Not forgetting. I just want you to be happy, Will. I need her to take care of you."

Willow shook her head minutely, laughing. "Fine. Do whatever you're going to do. Just don't hurt her, okay?"

"Deal," Buffy agreed with a grin, hugging her again. "You do me a favor and don't tell her I'm coming, okay?"

"Fine," Willow agreed, rolling her eyes as she imagined the fight that would inevitably happen between the Slayers. "I mean it though, Buffy. Don't hurt her!"

Faith wasn't surprised to see Buffy when she answered the door, but the punch managed to catch her off guard. "Hey! What the hell was that for?" she demanded, rubbing her jaw and spitting blood onto the concrete sidewalk outside her front door. One of her neighbors was walking past and gave the two young women a concerned look. "Get in here," Faith growled, dragging Buffy into her apartment with one hand.

"If you hurt her…"

Faith glared at her, still rubbing her jaw. "Are you serious? B, come on!"

"That was a warning!" Buffy said, pointing at her firmly as she rubbed at her sore knuckles. "Your jaw is hard…" Faith rolled her eyes and the blonde shook her head. "Not the point… the point is, if she cries, you bleed."

"That's big talk," Faith stated, bristling. "You think you can take me?"

"I know I can," Buffy said flatly. "And, Faith, if you hurt her, you're ended."

The pair stared at each other, eyes locked tensely until Faith's shoulders relaxed slightly, though she didn't drop her defensive stance. "I'm not going to hurt her," she said earnestly. "I can't say I'll never screw up, but I won't hurt her if I can help it." She stuck one hand out resolutely. "Truce? At least give me a chance to screw it up before you try and beat me up."

Buffy considered, her arms crossed over her chest. "Faith…"

"I know! I screw up, I die!" She kept her hand steady, meeting her counterpart's eyes. "She's too good for me, Buffy. I know that! But she's giving me a chance here. I don't know why, or how long until she wises up and drops my ass." She swallowed hard and rubbed her sore jaw, other hand still waiting for Buffy to shake it. "I'm her rebound and I know it. She doesn't love me…" She took a deep breath. "I know all of that. I know it's going to end sooner rather than later."

Buffy sighed, taking Faith's offered hand and shaking it firmly. "I thought you wanted a chance," she said, smiling softly. "Will's giving you the chance, so I'm willing to back off. But…"

"I've got it, B!" Faith interrupted her, squeezing her hand hard. "Just trust me."

The blonde nodded, grinning after a moment. "So, did she tell you I was coming, or not?"

Faith snorted, shaking her head. "You really think I would have let you deck me if I knew you were coming?"

"I guess not," Buffy conceded, tilting her head to look more closely at Faith's jaw, the spot where she'd hit her already starting to bruise. "Damn it, she's going to be able to tell I hit you," she complained.

Faith laughed, poking at the tender spot. "You told her you wouldn't hit me? Liar!"

"No, I just said I wouldn't hurt you," Buffy clarified. "Which you and I both know that I didn't. I could have broken your jaw if I'd wanted to!"

"But you haven't seen me play pitiful," Faith said, cracking her neck to either side. "I can have Will on my side like that," she claimed, snapping her fingers. She grinned devilishly. "And you should see her when she's all concerned and playing nurse…so hot…" She rubbed her jaw contemplatively. "You might have done me a favor, actually."

Buffy glared at her, cracking the knuckles of both hands as she clenched her fists. "You are so dead," she stated flatly.

"Nope! Stop it!" Willow interjected suddenly, her sudden arrival drawing both of the Slayers' attention. "Buffy…" She stepped between the pair and pushed each of them back. "What's going on in here?" she asked, all of them knowing exactly what had been going on.

"She said…" Buffy started to protest.

Willow cut her off with a lifted hand. "She was messing with you," she reminded her friend flatly. "And it obviously worked," she complained, leaning over to inspect Faith's jaw. She turned the Slayer's head with one hand to look more closely. "And don't even smirk, Faith. I know you antagonized her."

Faith didn't listen, smirking as she slid one arm around Willow's waist to pull her closer. "Babe, come on, Will. Don't be mad." She leaned her head down to meet the redhead's eyes, kissing her quickly. Her hands slid around to cup the witch's butt, pulling her firmly against herself. "Don't be mad," she repeated softly, scattering slow kisses across her lover's neck.

Willow shoved at her shoulder half-heartedly and Buffy started pacing behind her, growling in her throat. "Will…"

"I know, Buffy," the witch cut her off. "You're both twelve years old."

"That makes what we did last night illegal," Faith pointed out with a laugh.

"Faith," Buffy growled. "As soon as Will's out of the way, you're dead!"

Willow rolled her eyes, shoving the dark-haired Slayer's shoulder again. "Stop it. Buffy has a problem hearing about…the stuff we do…"

"Oh, come on!" Faith protested. "You call it 'the stuff we do' and I'm the one who's twelve?"

Willow leaned back to give her a stern look, unintentionally pressing herself more firmly into Faith's hands. Buffy could only choke as her fellow Slayer squeezed her best friend's butt before lifting her up. Willow instinctively curled her legs around Faith, rolling her eyes even as she did so.

"I'm not doing this," the redhead stated flatly. "I'm not going to be another reason that you guys fight. Call me once you work it out." She looked around, but her legs were still around Faith and the Slayer made no move to put her down. Faith shrugged as the witch gave her a look. "Put me down, Faith."

"If I put you down, B's going to hit me," Faith reasoned. "And I like you just where you are, actually." She bounced Willow lightly in her arms and the witch rolled her eyes again.

"Okay, I know I said that I didn't want you two to fight, but I'm over it," Willow declared. "Knock yourselves out. Just put me down so I can get out of the way. And don't break any bones, please." Neither Slayer moved and she kicked her heels against Faith's back lightly. "Seriously, put me down."

Faith lowered her to the floor, keeping her hands on her hips. She looked more hesitant, sharing a look with Buffy. "Will, babe, Willow… we're just goofing around." Buffy snorted and Faith narrowed her eyes at her, shaking her head. "Hey, come on, B! You're getting me in trouble here!"

"I think you're doing that on your own," Buffy commented, her arms crossed over her chest. Willow took a few steps back, clearing the space between the Slayers. The witch leaned back against the wall, gesturing for them to get on with it. "Alright, no, Will, we're not going to fight. I was…being a little too sensitive. I just want to make sure that you're going to be okay." She took a deep breath. "And as much as I hate to admit it, Faith really does care about you. I'm not going to stand in the way."

"That's why you hit me before I even said anything?" Faith shot back before she realized that she was goading herself back into a fight with her fellow Slayer. "Um, I mean… cool?" she tried hopefully.

Willow just looked back and forth between the pair, sighing heavily. "Are you guys serious about this, or not?"

"No, it's serious," Faith stated quickly, raising her eyebrows and nodding her head. "We've got a truce, right Buffy?"

The blonde nodded as Willow gave her a questioning look, smiling reassuringly. "Sorry, Will. Cut us some slack, okay?"

Willow relented, nodding. "You know you're both children, right?"

The Slayers both looked at each other, grinning and then nodding. On an unspoken signal, they both moved forward simultaneously, pinning Willow in between them and lifting the witch into a suspended group hug. Willow laughed, her arms pinned at her sides. "We all friends again?" Buffy asked, grinning.

"Sure, as long as you and Faith aren't at each other's throats," Willow said.

"Just don't let me hear about any…you know, sex stuff," the Slayer requested. "It's just too weird… you and Faith… I can't know…anything." They put Willow down slowly, eyeing each other hesitantly, neither entirely willing to put away their familiar animosity. The redhead cleared her throat to draw their attention and they both looked at her.

"We're good," Faith reaffirmed, making an effort to grin cheerfully. "Promise."

"Good," Willow declared. "Buffy, you're okay? No more freaking out and being overprotective?"

The blonde nodded, smiling sheepishly. "Promise. And I think I did okay with this, considering," she said, gesturing between the pair.

"Because you reacted great!" Faith pointed out, shoving Buffy's shoulder good-naturedly.

Buffy started to push her back, but thought better of it when Willow raised an eyebrow at her, the blonde's arm dropping around her friend's shoulder instead. "I didn't go catatonic! Xander might be drooling over there! On my carpet!" Buffy grimaced. "When I left to come over here he still hadn't spoken." She gave the pair a stern look. "You two might have broken him…"

Faith just looked impressed with herself and Buffy and Willow rolled their eyes simultaneously. "Don't look so proud of yourself," Willow chided.

"Why shouldn't I? You know I'm damn good at what I do," Faith returned, giving her an apologetic smirk as Buffy gagged.

"I do know that, but I need you to stop bragging about it because I need you both to help me with something…" They each gave her affirmative nods, both eager to show how willing they were to cooperate and play nicely, and she sighed. "We have to talk to Xander about this…"