DISCLAIMER: Don't own them as much as I'd like to. I am just borrowing them for my own depraved purposes. I'm sure Joss will forgive me.
AUTHOR'S NOTE: Hooray for revisionist history. I have tried to give a whole new view on Faith's interaction with Willow here. Oh and I conveniently forgot "Mini-Faith" so Kennedy never existed other than as background.
SPOILERS: Any episode from the moment faith arrived till the end of the show.
ARCHIVING: Only with the permission of the author.

By Vree

Part 1

Willow's face was a carefully blank mask of interest as she listened to Buffy talk about the boy she was dating. I should have known it wouldn't last. All the books I've read and the women in the lesbian alliance in school told me it wouldn't last. They told me you can't trust bi girls. Sleep with them all you want but never get attached. But did I listen…no of course not I… I was so sure that this was the next step in our friendship where we realized that it had been love all this time. Stupid, stupid, me. I need to get out of here.

"Wow Buffy he sounds like a really wonderful guy. And not a demon is also a major plus. I really hope that this works out for you."

"Thanks Will, it was so amazing meeting him. A man who's aware of what I am and what Sunnydale is all about but has no interest in getting involved with the Scoobiage. He really is a dream come true. It's been so long since I've been seriously intimate with anyone, that I'm all fluttery."

Willow swallowed the stab of pain from Buffy's words. All those late night talks after you screamed my name for the tenth time were not intimate. Funny how all that sharing of fears is usually my definition of intimate. "Well he sounds really great but I just remembered I left some work undone at home. I need to go."

"But he's on his way here to meet you. He wants us all to be friends."

When pigs fly over the moon. "Sorry Buffy I have to book. Deadlines you know. A software designer's work is never done. Maybe next time."

"Alright Will. Don't work too hard."

Willow gave her a smile and left the club.

As Willow walked along the street toward the house she shared with Buffy, Dawn and Faith her mind was awhirl. I should have known. Stupid, stupid me.

She remembered their first kiss vividly. She had been flipping channels on the TV when she happened across 'Bed Of Roses' which had been Tara's favorite movie. In the six years since she had died Willow's grief had lessened if not totally left. With the fiasco with the First and getting used to Faith's return to the Scoobies they were pretty busy and she learned to suppress and process when she had a chance. She had recently realized that for the first time in a long time she was lonely. Between that and the movie she was a wreck. She had reached the mopping-her-face-with-tissues-while-crying phase when the door opened and Buffy walked in from patrol. She took one look at Willow's blotchy face, dropped her coat, and walked across the room to take the witch in her arms.

Once her tears were reduced to the occasional gasping sob Buffy asked what was wrong. She explained about the movie and the lonely and her rapidly growing feeling that she will never find someone else, and Buffy chuckled. She lifted Willow's head and looked deeply in her eyes before saying "If there is one thing I am sure you never have to worry about it is that. You were made to love and be loved Will." Willow felt the energy between them change and looked up into Buffy's eyes. Slowly Buffy leaned in and kissed her. The kiss slowly grew until the two were clinging to each other and hands had begun to roam. Suddenly she broke away and looked at Buffy, "What are you doing?"

"I won't swear forever or undying love but I would like to help relieve your loneliness."

That is where I made my first mistake listening to my body instead of my mind.

So we became lovers. She was amazing, fiery and passionate where Tara had been like a soft cool spring day. It was both wonderful and different, allowing me to explore aspects of myself that I had been curious about since Vamp Willow. Sure the fact that she had learned about those aspect of herself with Spike was squicky but I didn't care. Then it changed and I started to think of us creating a life together. At the time my mind started warning me our relationship was about sex. Hell our friends didn't even know, though I kept getting odd looks from Faith sometimes. But I ignored the warnings and kept planning. Hell, I had invited her out tonight to tell her I loved her. Crap, I can't believe that I was this dumb, so much for Willow the genius.

Suddenly Willow looked up at the woman who had stepped in her path. "Faith, what are you doing here I thought you were on the other side of town?"

Faith laughed, "Funny I was about to say the same thing."

Willow looked around, realized that she had wandered well past her destination, and began to blush.


"It's all good I wouldn't have interrupted but there was a vamp following you and you weren't even aware of her." Willow's eyes widened and she began to look around frantically, "Chill Red, I got her. You must have been really deep in thought. What's up? I thought you and B were having some special night out."

"Umm we were. But I needed to leave."

Faith gave her a hard look, "Told you about the boy did she?"

Willow looked up in shock, "Um well yeah she mentioned him. Wait how did you know?"

"Ah I ran across them having dinner the other night, they seemed pretty cozy. I'm sorry Willow."

Willow looked up quickly, "Hey what's to be sorry for. I'm happy she's finally met a nice guy…" She looked up into Faith's disbelieving face, "You know don't you?"

"The one thing you and B have never figured out is that while yes I pass myself off as a slut I'm not dumb. Beyond the fact that I can feel the silence spell around your room, and that B is not exactly quiet when walking from her room to yours, I do have a slayers sense of smell which is almost as good as your Wolfboy's. Now why don't we go inside have coffee or something harder and talk about it."

Willow looked up and realized that Faith had guided her back to the house without realizing it. She looked at the slayer with new eyes and finally saw for the first time the woman the rogue had become. She smiled shyly, "That would be nice."

A bit later they were settled in Faith's room which had been sectioned off from the rest of the basement shortly after the fiasco with the First. Willow looked around while Faith put their coffee on the bedside table. She liked the muted reds browns and blues the girl had decorated in. Her eyes stopped in surprise when she turned back toward the door and realized on either side were two overfull bookcases. Faith looked up when Willow stopped moving and began to blush. "Yeah so I read. So what?"

Willow looked closer at the books and realized one case had everything from martial arts and magic to advanced psychology and sexuality texts while the other had enough sci-fi to make the Trio drool and some of the lesbian romances that graced Willow's shelves. Willow picked up a much used copy of Curious Wine and turned a questioning eye to Faith.

"You don't know everything about me, Red. Now aren't we here to discuss you and the infamous B?"

Willow tilted her head and considered, before nodding and putting the book back, "Fine but you and I are in for a long talk sometime soon missy."

She walked over and sat on the bed. They looked at each other for a bit not knowing what to say. Finally Faith broke the silence.

"So why don't you tell me how this happened cause I thought you two were about to start looking at china patterns for your commitment ceremony."

Willow chuckled and began at the beginning. When she was done she finished with "So you see, it's all my fault if I'm upset, it's not like we had a commitment to one another, it was just sex. I should have known better."

"Well I'm not gonna disagree completely. Bi girls are tricky you have to be careful of your heart until you know the situation. But you are allowed to be upset. Yeah it's nice that she's found a fellow but it doesn't change the fact that you are hurt and she should have taken your feelings into account."

"How could she? She had no idea how I felt for her. Hell that's why you weren't invited along tonight cause I was gonna tell her."

"No she didn't know that you were gonna go all white picket fence on her but she still should have told you she was seeing someone else. It's only fair so that if nothing else you could have found someone else to get your groove on with."

"I suppose. The real question is, now what? I have all these feelings but she's my best friend and I still want to be there for her."

"You move on. Find someone else for a week, a month, the rest of your life, whatever. But you move on. Don't dwell on the pain. It's the only thing you can do. Hell, it's what I had to do."

"Yeah cause finding someone else is so easy…Wait what do you mean what you had to do?"

Faith leaned back against her headboard and gave Willow a calculating look. "Alright I'm gonna tell you a story. Hopefully you won't hold it against me in the end."

Willow nodded with an intrigued look.

"So ever since I knew that boys were supposed to like girls and girls were supposed to like them in return I've known I was different. Now don't get me wrong I have my uses for the dumb stick but I always preferred the girls who let me feel them up in the bathroom of a club before going back to their boyfriends. See I'm a slightly different kinda Bi girl than most. Where B and them will sleep with a girl when there is no other opportunities around I would only sleep with boys when there was nothing else available. So my life is going swimmingly, thanks to the Goth clubs I have all the bi girls I could possibly want as well as the occasional stud or couple as the need struck. Then one night after a particularly vigorous evening with a couple in this hotel I hear screaming outside. I go running out in my birthday suit to see that infamous bus full of Baptists and suddenly I'm a slayer. Cool right, I have this rather fine woman as a Watcher and my life doesn't change all that much, I just go hunting for entertainment after patrol instead of earlier in the evening. Then Kakistos comes along and my watcher was not as pretty when he was done. So I ran. Came to find the one person who I knew could help me defeat him. Ya'll took me in but I never felt like I belonged. I wasn't a Scooby. To top all this off there was this girl who I was totally digging who wouldn't give me the time of day. Now for someone like me, who pretty much could have anyone she batted her lashes at, this hurt. So time passed and one night I'm having a conversation about boys with Buff when she asks me if I've ever been with a girl. I of course say hell yeah and she kisses me. Well color me floored I never expected little miss pure to take a walk on the wild side. So I figure if you can't have the one you want have the one you're with." Faith looked at the expression on Willow's face and cracked up, "Hell, surely you didn't think that B was that good in bed because of beginners luck?"

Willow blushed dark red and muttered something under her breath.

"What was that?"

She looked up, "I thought it was a slayer thing."

Faith howled, "Well it was. Just not in the way you had thought."

Willow began to chuckle, "yeah, yeah…continue with your story."

"Alright where was I…ah yes bedding the Buff. Well it lasted till I killed Mr. Finch. After that things went to hell and I went to work for the devil. One night I'm wandering the street contemplating the crap that my life had become and I see the girl I was digging. I knew something was wrong because her clothes were different and she was walking into an alley. So I followed her, two minutes later I'm pinned to a wall and she's nuzzling my neck and purring. I thought all my fantasies had finally come true until I realized that the nose nuzzling me was room temp. I didn't think I could hurt more than I did after killing Finch, but found out I was wrong. I fought her off and had the stake poised against her chest, but I couldn't do it. So I told her to get out of town, and went to the Bronze to get drunk. I'm still there when she comes in with her minions but am too far gone to take them all on. So I watch as she kills a girl, chugging coffee like there's no tomorrow and trying to stay out of sight, god that hurt. I still regret that I couldn't save her. She leaves for a while and when she comes back I can tell there's something different…"

"OMG ME!!!! You were digging ME!!!"

Faith smiled slightly and nods, "Now don't interrupt, since I've started it I plan to finish the tale. You know what happened after that. Since I couldn't help once Buffy arrived I snuck out the back. I felt so bad about that girl that I spent days in my room until the Mayor came and talked to me. He may have been a psychotic demon but he cared for me and could see that I was hurting. After that I tried to put you out of my mind and dedicated myself to his cause. The only bend to that was popping Xander's cherry. All I can say about that was that seeing you day after day was hurting me. I couldn't take it anymore and lashed out."

"That really hurt me. I couldn't believe he would do that with you of all people. No offense."

"None taken"

"Anyway I couldn't believe he would sleep with you when all I got was a couple lousy kisses. I spent a lot of time cursing slayers. Both of you with your super sexiness were very irritating. We won't even get into the whole Cordy factor. I was definitely feeling like the ugly duckling."

Faith growled, "Which is really silly since you're the most stunning of the Scoobies. God, you have no idea how many times I wanted to tell you what I saw. Dog-boy was a very nice guy but he never talked to you enough. You should have been told how stunning you are everyday until you believed it."

"Yeah, Tara was the one who finally made me believe in my own worth. In helping to boost her self-esteem I learned about myself. It didn't hurt that she told me how she saw me everyday."

"I'm glad you had her. I spent my time in prison hoping that she would be everything for you that I couldn't be. I was so sorry when I heard she died. I spent a lot of time planning that little pissant's death until Wesley told me what you had done. Then I was sorry that I wasn't able to get to him before you lost your blood innocence."

"It was a rough time. I hated the world. There was so much pain and all that Buffy could say was the police would take care of it. I didn't accept that. She went after you when you poisoned Angel, I couldn't understand why it was different for me to go after Warren. Anyway, go on with your story. I believe we are at the box of Gavrok."

"You really really hurt me that day." Willow could see the remembered pain in Faith's eyes. "I was so hurt and angry after our talk that I did the one thing I never thought I could do, I tried to hurt you. Thank god he stopped me. Once you were back with the Scoobies and the mayor had his box I started to question how bad things had gotten. I couldn't get out of it though. Then the knife and the loss of eight months of my life."

"I'm sorry"

"Don't be Red. As far as you knew I was just as hopeless as you said."

"Still, if I had reached out to you instead of making you into a usurper who was trying to take my best friend away…"

"Yeah maybe it would have been different, then again maybe not. I have a lot of trust issues. It's possible I would have run from you all not believing the offer of friendship was real. Doesn't matter really, it's all worked out for the best now. We all need to learn and grow and that was as good a way as any. I refuse to beat myself up about it anymore and so should you."

Willow thought about everything she's been told so far. God, she's so different from what I thought. I feel like I've never met her before despite all this shared history. I can't believe she was digging me of all people, not the cool bad ass witch that I am now, but the geek that existed all those years ago. There's more to I can tell. I don't know if I can take anymore. And what do I do about the liking me thing. Does she still even like me? It's been a lot of years and we've both changed. Nah, she probably doesn't anymore that's why she can tell me this stuff.

Part 2

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