Loving Willow by Rin

Rating: R
Disclaimer: These are Joss's bad boys and girls, and I'm just writing to keep them alive!
Distribution: The Mystic Muse: http://mysticmuse.net
Rin's Spot: http://www.geocities.com/rin_wag/index.html
Feedback: If you want, I suppose it never hurts!
Spoilers: Parts of Season 1 and 2.
Author's Notes: This is the beginning of a longer story. For the purpose of this story, Fred is the same age as Willow and the others. Also, Willow already knows she's gay, and Buffy, Faith, and Fred know they are bisexual.
Pairing: Willow/Fred

Summary: Willow and the gang are just trying to get through their senior year in high school, coming up against whatever the Hellmouth throws at them.

As the students of Sunnydale High arrived at school, they were all preparing for another exciting day of classes and regular high school activities. The football team had actually managed to win last weekend's game, and the cheerleaders and pep squad had a rally in the quad set for the afternoon. The cheerleaders and football players could be established from anywhere in the hallways, dressed in their jerseys and traditional short skirts (of course, players in jerseys, cheerleaders in skirts…otherwise, disturbing mental image). Charles Gunn, quarterback extraordinaire walked up to a locker that currently had a slender brunette hidden behind the door.

"Hello, Fred," he said, startling the young woman from her thought process. He tried to keep his cool by holding his backpack strap over his left shoulder with one hand, while the other leaned him against the lockers beside hers in a somewhat suave move.

"Oh, hello, Gunn." She pushed her Advanced Physics book into her satchel, and pulled her hair up clumsily into a ponytail, some loose strands apparent. He made a gesture like he was going to push the hairs behind her ears but she beat him too it, shying away from his attention. "I should get to class." She started to walk down the hall, and he followed her, much to her dismay.

"So…I was wondering if you'd like to go with me to Homecoming. It'd be fun. It's our last year and all. Thought I'd ask for old times sake."

"Yeah, yeah…you're going with Willow. I'm telling you, Fred…she's just gonna leave you eventually when she heads out to Harvard or Yale or Oxford, or wherever it is you smart girls go to school. Might as well let a brother in for once. Prevent yourself from getting hurt now." She turned towards him with a face of experience of the situation.

"You say that every time you ask me out, Charles. You could have any girl in school…well, sort of…but you keep insisting on me. Why? I mean, honestly…because you know that Will and I have been an item for two years now."

"Yeah but I've been asking you out longer than that. I'm just saying think about it. I'm not going to push. Just wishful thinking, let's say. It's what I wish for every time I blow the candles out on my birthday cake." They started walking down the hall again until Fred reached the physics lab. She turned to face him again with a smirk on her face.

"Doesn't telling me ruin the wishes? Kind of defeats the purpose." He gave her an 'oh crap' expression, and she gently smiled at him. "Look, Charles. Will would never hurt me, and you know that, as well as I do. Plus, who says that I won't go with her to the smart girl colleges? I love her; she loves me. It's that simple. I'm sorry." She looked past his shoulder into the classroom, spotting a head of red hair intensely going over her notes. "I need to get to class. The bell's about to ring. I'll see you later, Charles." She waved goodbye, entered the room, and he grumbled something under his breath as he watched her saunter up to her girlfriend.

As she was studying her notes intensely, Willow was suddenly surprised by a pair of slender arms wrapping around her waist into a gentle, loving hug. She instinctively leaned back into the embrace, and wrapped her own arms around the arms that encircled her. Fred kissed the back of her neck gently, glad that the teacher wasn't in the room yet so she could get away with this minor display of affection in the school. Will giggled as the goosebumps rose up and down her body, and the hairs at the back of her neck rose. Fred rested her head on Will's shoulder, and tightened her embrace.

"Outlining notes in different colors to indicate different points and topics." She smiled, proud of herself for this new idea of organizing her schoolwork. Fred giggled, and kissed the nape of her neck, eliciting a small sigh from Will. Then, she removed herself from her girlfriend, and sat down beside her at the lab table.

"Well, you'll have to show me later." She began removing her needed class materials on her desk, a little less organized than the seat next to hers.

"That brings up an interesting topic," Will said with a little mischief behind her voice.

"Well…I was thinking…my parents are out of town this week. We have a date tomorrow night…" At Fred's look of hesitation, Will jumped in nervously. "Well, we do still have a date, right? I mean, we don't have to…if you have other plans. I know that you've been busy lately with all the university course work but you…I mean, that is…we…us…well, I'm just thinking that we could have a movie night after dinner." The last part was said a little quiet, and Fred smiled gently at her girlfriend's insecurity still, after two years. She reached a hand out, and touched Will's upper right thigh, squeezing slightly. It's just that they hadn't had sex yet, and they had been so close several times lately but one or the other pulled back nervous. Being alone brought awkwardness between them, and Fred was just trying to prevent one of those situations. She feared the awkwardness meant bad things in the relationship, and she didn't want sex to come between them. She'd had sex twice when she lived in Texas before she came here her sophomore year. Her one boyfriend was just casual because they had found a funk in their relationship, and thought it would help. They were wrong, and it was the end of that relationship. Later her freshman year, her first girlfriend and she had sex for the first time on impulse after a near death experience. Their adrenaline had been pumping too high, and their hormones were kicking too high, and they just dove right in to each other's emotions. From there, it just happened until her parents decided to move to Sunnydale to be closer to her mother's grandmother. Neither relationship had been nearly as intense as Willow. She loved Will so much that it hurt (really cliché but that's how it was with them). Willow was a virgin, and she just didn't want to scare her with her sexual prowess. Despite the fact that she really, really, really wanted to just tear off all of Will's clothes every time she saw her, she was scared at the same time because this wasn't just about sex, it was more…so much more. She came out of her trance as her love finished her babble…something about a dinner/movie night.

"I'd like that, Will. It sounds like fun, and no, I'm not busy…I'm never too busy for you. You have nothing to worry about for the umpteenth time. Besides…alone, with you…no parents, and a big, comfy couch…sounds like a heaven full of Willow cuddles." She was beaming with excitement. Both were at this point, and just as she was about to lean in to give her a peck on the lips, the teacher walked in with such horrible timing.

As she looked around the library, she noticed that nobody was in sight so she proceeded to lay her bag down on the table, and try to find Giles in his office. When she couldn't find him there, she decided that calling for him was the next logical search engine.

"Giles?" She heard some scrambling from the bookcases above, and then an occupied Giles peered around the shelves.

"This sounds exciting. So what's the what? The mayor going to use a giant dosage of Viagra in order to "rise" to the occasion?" Giles cleared his throat, and pulled his glasses off, rubbing them rapidly.

"Actually, Buffy…the news that I have concerns prevention. The Watcher's Council managed to dig up some old tomes regarding a way to reverse the mayor's invincibility before the ascension." She hopped up on the table to take a seat as Giles came down the stairs to stand in front of her, while the library's doors swung open, revealing a happy Willow and Fred walking hand in hand, and a goofy Xander following behind, staring intently at their clasped hands. As they entered, and the doors began to swing shut, Cordelia entered with a dirty scowl that would make grown men weep.

The others came to sit at the table. Willow leaned forward in her chair, and prepared to ask her question but Cordelia beat her to it.

"I agree…scary visual place," Xander said from his chair. He leaned back in his chair, relaxing as best he could. He yawned, and that caused a chain reaction to Fred. Willow looked at her girlfriend, and took her hand again under the table.

"I guess I am a little tired. I didn't get much sleep last night because somebody kept me on the phone until two after she got back from patrolling." She smiled mock accusingly at her girlfriend who just in turn gave a 'sorry' shrug.

"Can't say that you were complaining too much because you were the one that was talking the majority of the time. 'Oh, Will…you'd be so excited. These equations are sooooo amazing. The professor is sooo nice, too. He likes to interact so he brings in all these props to demonstrate. I wish you could it with me.' Then, you start to talk about the equations. I swear my head was about to explode from all the numbers and theories you were throwing at me a mile a minute. I just called to say goodnight. My brain was already fried." She mock whined, and pouted dramatically. Fred rubbed her back lovingly.

"Next time, I'll keep that in mind. I just will say goodnight next time you call, and then I'll hang up with you. That'll fix that problem." Will's eyes lit up with a 'don't you dare' look, and Fred just smiled back.

"Okay, enough with the cuteness. Let's get on to this arousal thingy. Whatcha got for us G-man?" Xander asked, leaning forward, and rubbing his palms together.

"Please stop calling me that, Xander. And it's not an, um…" he cleared his throat, "arousal…it's an ascension. The mayor plans on becoming a rather large demon, and it's time you all started to take this situation seriously. If we don't stop him, there could be a major problem occurring, such as, another apocalypse that needs averted. It's time we started doing something about this, or we just might find ourselves in a rather unpleasant situation." He cleared his throat again for dramatic affect. They all just stared at him in a mixture between shock and horror.

"He's right, guys. We should start doing something about the mayor's arousal thingy, and I think Giles has found a good starting point." Buffy stood up by Giles, and overlooked her friends sitting around the table who had shifted into problem-solving mode.

"Um, Buffy is right. The Watcher's Council has relayed information that I feel may be useful. Ever since the mayor has cast that invincible spell, I'm afraid we have discovered that there is no way to harm him."

"Yes, well. They have found a way to reverse the spell, which would allow Buffy to attack the mayor, and destroy the threat before he has a chance to, er, rise." Giles once again cleared his throat.

"So, what do we need? I mean, the sooner the better, right?" Xander poked up from his chair.

"I'm afraid it's not that, well, simple. We'll need a vast amount of magical power, and I'm not sure that your experience, Willow, will be able to attract the amount of power we'll need. Even if you combine your essence with Fred's."

"We could call in Amy again. She did a good job last year with the whole love spell thing." Xander waved his right hand in a thought process.

"Yes, well, that's a thought. We'll also need some very rare ingredients that I'm afraid won't be found in the local magic shops."

"We could check ebay. I've found some awkward things on there that were required for some spells I've worked on." Willow perked up when she about to tell an interesting story about some of the items but Fred placed a hand over her arm, halting her before she realized the conversations that that would produce.

"Well, yes…despite the awkward source, anything could work at this point. We'll keep our options open at this point." Giles raised his hand to his chin in a thinking gesture.

"Well, I for one think that we just need everything laid out, get it over, and then we can move on with our lives. Easy as that, then I don't have to deal with you losers anymore than needed." Cordelia continued playing with her nails without another thought to the warning glances she was getting from the room's occupants.

"Despite her temperament, Cordy does have the right idea. So, let's get on with it. Will, you and Fred are research gals. Check the spell out, see what we need, and then Cordy and Xander, you're on retail duty. Find the ingredients. Ebay if you have to…do whatever you need. Giles, you and I will up training…you'll prepare me for the techniques I'll need to defeat the mayor. I'll call up Faith, see if she's up to the job, too." Buffy clapped her hands together in a 'that's taken care of' gesture, and the others moved to get up, while everyone grabbed their bags, and proceeded to leave the library in preparation for the rest of their evening. "Giles, I'm going patrolling. Call if you need anything." With that, Buffy followed behind the others. Giles just removed his glasses, and rubbed the bridge of his nose.

"If we keep up with this, we'll be forever scarred as stereotypical teenagers, you that right?" Willow moved the phone to her other ear, as she fed her fish.

"Will, I was wondering…about tomorrow…" Fred hesitated again. She was still nervous, and just wanted to be cautious, picking out movies that wouldn't arouse the girls any further than they already were.

"Oh, no. You don't wanna cancel, do you? We haven't gone out in weeks. I miss my Fred cuddles," Willow whined. She was still self-conscious about herself. Cordelia and her goons had really done a number on her self-esteem, and dating Fred was just something that she wanted so bad it hurt so when she heard Fred hesitate lately, she was afraid the other girl was starting to ignore her. She knew things were getting hot and heavy with them. It seemed that their make out sessions were starting to turn into the preparations of a teenage porn flick, and if she didn't stop, then Fred would. It seemed that one or the other would back off right before things went past the line of no return. They would get stuck between third base and home, and Willow found herself experiencing an unfamiliar feeling in her stomach afterwards: frustration. She decided this weekend that she was ready to go further with Fred but she still backed off, and Willow became frustrated, thinking that Fred didn't really want her, causing all sorts of negative thoughts to flow through her busy brain.

"No, of course not. I was just wondering what kind of movies you were wanting to watch. I was thinking along the lines of something funny. I've been in the mood for a good laugh lately…oh! But not romantic comedy. I'm not really feeling like cheese ball comedy. Maybe something classic that's based more around the comedy than the love story."

"Oh, okay. That sounds fine. Do you want to pick up the vids then? Do you still want to go to dinner beforehand?" Willow nervously picked at the threads of her cotton pajama shirt. She bit her lower lip in anticipation of her girlfriend's answer.

"Of course, I do. I love seeing your yummy face when you bite into the desserts. What do you want to eat, since I'm picking out the vids?" Fred was nervously twitching the phone cord between her fingers. She decided that she was going to have to take a cold shower before the date. She was afraid her hormones would get the better of her.

"Maybe that new Mexican place that opened beside the mall. Does that sound good? I love seeing your yummy face when you bite into tacos, and Xander said that they have the best he's had in a long time."

"Cordelia wanted to go, and what Cordy wants, Cordy gets, according to Xander." They both shared a giggle.

"Well, I need to finish this homework for my university class before it gets too late again, since I didn't get much sleep last night."

"Can't wait!" They were both silent for a moment, neither one really wanting to leave the other. "Will?" Fred asked carefully.

"I'm sorry I haven't been all together girlfriend lately. I promise that things will only go up from here."

"No…no, I understand. You have to worry about your future. That's perfectly alright. I don't want to get in the way of your work, and you know that I'm here to help at any time, even though you don't really need it."

"Will, I hope that you are my future. You are amazing, you know that?" Fred could practically hear her blush from the other end.

"Good night, Winifred Burkle." Willow was beaming after that last comment. Fred always could say such amazing things, even when things were rough between them. She loved her, and that is something she never doubted.

"Good night, Willow Rosenberg." With that, both girls sighed, and proceeded to hang their respective phones up in their proper places. Willow lay down on her bed, and just sighed, thinking about how she was going to have to either 1. have a talk with her girlfriend about sex, although she really just wanted it to happen because the conversation would be a result of nothing but red, or 2. find a way to seduce her.

Meanwhile, across town, Fred slouched over her desk, full of papers, and books, preparing her homework for the next lecture at the university. She was allowed to take the college courses due to her high status academically. She far exceeded any requirements that were needed to attend the class, and the professor actually found himself envious of her raw talent for physics. Winifred Burkle was destined for great things.

During patrol that night, Buffy felt a familiar presence, and immediately frowned as recognition set in to her senses. She sighed to herself, having already had a long day, and not wanting to deal with him right now. Ever since he returned from hell, she had to convince herself that he was good again, that she could trust him but there was something off. The problem was that she felt off more than she thought he was would forever be evil. His demon counterpart had tortured her life, her loved ones, and when he attacked Willow, that was the final straw. She had a major problem staking the man that she loved but when he attacked her life source, her reason for fighting, and then she saw how devastated Fred was in those days while Will was recuperating in the hospital from her injuries. Usually Fred was a happy, excited, innocent girl that had a tendency to babble like her Wills but those three days, Fred was nothing but a shell of herself. She was almost like a walking zombie without all the eww or need to eat brains, or whatever zombies actually did. It was seeing her dead eyes, and Will's body in the hospital bed that had sent her after Angelus with a vengeance. When she staked him, it had all seemed so simple, too easy but the damage was already done, and she had done her sacred duty. She had killed the man that she loved, and the bad part was that she didn't feel guilty, she only felt as though a load was lifted from her entire body. After Willow recovered, everything went back to normal, and Buffy had dated a few guys on and off again. She even went on a date with Faith recently but that was just a disaster waiting to happen. The only thing the girls had in common was the entire sacred duty thing. When Angel came back from hell, she felt that old familiar weight on her shoulders, and immediately went to Giles with the news, not telling the others at first in hopes that he would just leave since he had that brooding, remorseful thing going for him. Instead, he stuck around, attempting to stay a strong hand in the Scooby gang but found himself more and more unwelcome. The only ones that actually seemed happy to see him were Fred and Willow. They were so forgiving, so innocent, and that's exactly what Buffy fought for: their innocence.

Buffy just kept walking, trying to ignore his presence as long as possible. She hated when he played the role of stalker, ex-boyfriend. However, she knew that she would need him in the fight against the mayor so she finally stopped, signaling that she was ready for him to come out of the bushes, and show himself. When he did, he wasn't stealthy, mysterious guy anymore. He had been trying to win over her affection again the past two months, and she only ignored him. He was so whiny sometimes, and Buffy was repelled at the things he would do to try and win her affection. This newest phase was a new wardrobe, attempting to dress in casual, colored clothes, which only succeeded in bringing about a disturbing image.

"Angel, the pastel is really you. I must say, it really screams brooding vampire." She turned to continue walking through the graveyard, and he just followed closely to her side, trying to brush up against her side 'accidentally' but she had caught on, and moved further away. After quietly walking, the two came upon a group of five vamps, and quickly dispatched them with ease. He really was an asset in the fighting department but she just couldn't get over the whole formally an evil demon set about ruining her life thing. She didn't hate him, she still cared for him but the love they once had was ripped apart, and she had been gradually learning to trust again in that department.

When she decided that patrolling was taken care of, she decided it was time to talk to Angel. They had been putting their conversations off, mainly because Buffy was being all avoidy girl, and he was being all stalkery guy. She sat down atop a tombstone, wiping the dust off her jeans. He followed suit, and took the stone next to hers. He tried to be all smooth, suave guy but only came off looking even sillier than his outfit.

"Angel, we really need to talk about this." She sighed, laying her stake down beside her. He leaned forward, and dropped back into his normal, brooding Angel mode. In fact, it reminded her of a time when she did love him, which was why this was so difficult. "You really need to stop with the whole stalking thing. It's just creepy."

"Look, dressing…" she said, while looking up and down at his outfit once more, trying not to laugh at the brown and white oxfords. "Dressing like this isn't going to make you normal, Angel, and it's definitely not going to get us back together. I mean, come on, I wouldn't even date a live guy wearing golfing oxfords."

"That's the thing, Angel. I don't know. We have a big thing coming up with the mayor's ascension, and Giles may have found a way to take care of the problem before it goes any further, which is definitely of the good. It's just hard with you here. I need you to be here to help with the fighting but…" She turned her head slightly, not really wanting to say the words. He caught on quickly, thankfully.

"But you don't want me here." She sighed, and slumped her shoulders. She leaned forward towards him from her stone seat.

"Look, Angel, it's just hard, and I've moved on, and so should you. It still hurts, and part of me will always love you but it just can't happen."

"I've only ever loved you, Buffy…that has to mean something." He almost sounded pleading, whining in his tone.

"It does mean something, though. Don't you see that. You have all the wacky vampire senses, well…sense me! Argh….it's just so frustrating. You being here is practically driving me crazy. I'm trying to form some semblance of a normal life, and with you, that could never be…no matter what either of us feel. Can't you understand that?" They both were silent for several minutes, the only sound was the slight breeze rustling the fallen leaves. The smell of freshly placed dirt and grass making both vampire and slayer still hyperaware of their environment when they would close their eyes. Finally, he had come to a decision.

"Ok, Buffy. I'm leaving. After the thing with the mayor, I'm gone, and that'll be it because you're right. It's just that I don't want you to be right. It hurts to know that we can't be together. I won't even say goodbye, okay? That'll make it easier for me to leave because I won't second guess myself." He sighed, stood up, and made for the entrance to the cemetery. She stood up, and followed him. When she reached him, she stopped him, and hugged him.

"Thank you, Angel." He only nodded in response, and both parties went their separate ways.

As the day dragged on, Willow could hardly contain her excitement. She and Fred had not been on an actual date in over a month. Sure, there were the library cuddles during research breaks after school, and the walk back to her house after the game Saturday but actually going out on a date with her girlfriend made Will extra excited. This had not gone unnoticed by her friends in the slightest. At lunchtime, Will met Buffy in the library per her usual habit, waiting for Fred and the others. She was always the first one there, after Buffy and Giles, of course, and sometimes Faith if she decided to train. She walked up to Buffy who was stretching after her workout session during her free period just before lunch. Willow practically hopped up to her with a huge grin, and Buffy couldn't help but notice her extra perkiness.

"Whoa, Will…you look like you just won the lottery or something. What's the what?" Buffy sat on the floor with her right leg stretched out in front of her, while she attempted to reach for it in order to relieve her muscles. Will lay her bag on the table, and practically jumped on Buffy as she finished her stretching. Both girls lying on the floor, giggling, the rest of the gang walked in the doors. They all noticed their position, and several raised eyebrows were the result. Fred just smiled because she was equally excited about the date, although she wasn't tackling her friends. She thought this was a good teasing point.

"Willow! Is there something you need to tell me?" Fred tried to act mock hurt and shocked but her huge grin was giving her away. Willow and Buffy pulled themselves up off the floor, and Willow practically leapt into her girlfriend's arms, which cause Cordelia to roll her eyes.

"Well, I for one think you two need to cut back on the caffeine." She noticed them giving each other googly eyes in their embrace. "And maybe a room." The two girls just ignored her as the others gathered around the table.

"So, I was wondering…if you're free tonight…"Willow started to joke. Fred took the hint, and decided to play along.

"Actually, I have a hot date." Willow tried to look hurt but again, the smile gave her away.

"Actually, I don't think you know her but if you did, I'd be in trouble. She can be a handful sometimes but that's okay because I love her anyways. Mostly because she has very kissable lips." With that, Willow leaned to kiss her, and she by no means protested as she responded immediately to the affection. Yep…definitely going to need that cold shower. Probably wouldn't hurt to have one right now.

At that point, Giles walked into the room, clearing his throat, and rubbing his glasses furiously. However, the girls either chose to ignore him or didn't hear him because they continued their intimate embrace in front of the library's front desk.

"Oh, come on, you two. Break apart! This isn't a taping of 'Girls Gone Wild.'" Cordelia turned around to notice her boyfriend with his jaw practically to the floor. She whacked him in the back of the head, and he quickly blinked, coming back to himself as the two girls stopped their embrace, and made their way to the table, still pumping with the hormones they had just released. Giles finally placed his glasses back on his head, and walked astutely to the table to acknowledge the others.

"Well, I've completely deciphered the text, which is good news. Now, we can get started on breaking down the necessary arrangements. My hope is to have the problem completely annihilated by the end of the year." Giles wiped his brow with his cloth before returning it to his inside jacket pocket.

"Ah, G-man…why that long? I mean, you've got the text stuff, all that needs to be done is Will and Fred preparing, Cordy and I gathering, and Buffy swinging her sword." Xander leaned forward in his chair, using his hand to talk for emphasis. Giles sighed.

"I'm afraid it's a little more complex than that, Xander. There needs to be serious preparation because as I've deciphered, one wrong move could only add to the problems at hand."

"Well, for starters, the power needed is greater than I first imagined. We may need to combine the essence of the slayer by adding Buffy into the magicks used. Plus, the ingredients, I'm afraid, are not going to be easy to find." Upon seeing Will's protest coming, Giles placed a hand to stop her. "Not even on ebay, I'm afraid. This is far more dangerous than I originally expected but I'm afraid it's our only option at this point. Plus, we'll need extra force added to the attack, which means we'll need Faith and Angel to help Buffy in the fighting."

"What do Dead Boy and Faith have to do with this? I mean, honestly, I'm sure Buffy can handle the mayor on her own." Xander tried to hide his scowl at the mention of Angel's name but it was still slightly apparent.

"Well, it seems that the spell may reverse the effects of his invincibility spell but…"

"There's always a but," Buffy piped in. "And it's never a good but. Why, for once can't the but be something good? OH…maybe even Brad Pitt's butt. That would be a great but." Buffy seemed excited at the end of her statement but quickly retreated back to slayer mode upon seeing Giles's expression. "Just saying." She shrugged.

"Well, be that as it may, it seems that the spell takes away his invincibility but allows him to gain a massive brute force, which means that he would not be as easy as you average demon."

"Oh," Willow leaned up from her chair with her 'I know why' expression. Fred loved to watch her girlfriend as research gal, especially when she added knowledge to the forefront that would help save the world. It made her feel proud. "It's like the rule of three. Doing something with magick always has a consequence, depending on whether it is good or bad magick, and it is always dealt out in threes. So, robbing the mayor of his unstoppable status by using magick in turn gives him the ability to defend himself if attacked. That makes sense."

"Precisely. Now, we just need to get started with the research stuff. Willow, Fred, I believe that would be your department. I have the notes and text in my office, I'll just get them for you before you leave today."

"Sounds good, Giles. Just point me in the right direction, and I'm there! You can count on us, research gals, extraordinaire." Buffy beamed at Will's energy and excitement at her status in the gang. She was so happy for Willow. Actually, she was happy around her, and was glad that Will had Fred along for the ride. When they started dating last year, Buffy was skeptical at first because she was afraid that she would have to go back to hiding her identity again around Willow. She wanted to always be truthful around Willow, they had made a pact not to have any more secrets, and she was sticking to them. To her delight, though, Buffy didn't have to hide since Fred and Willow had actually started dating after an incident involving a vampire attack on Fred that Willow managed to save her from with a bottle of holy water and cross that Buffy made her carry for safe measures. In this town, there was never a good time to be unprepared, and being prepared that night helped her Willow form a serious relationship. That made Buffy feel good all over, to know that Willow was happy. She only wished that she could be so lucky as to play the 'redhead in shining overalls,' as Fred referred to Will for some time after that incident. After Angel, Buffy just could not connect with anybody romantically, and she was honestly starting to become a little frustrated.

To Fred, the day could not have been any longer. She wanted the night to get here so she could be with Willow again. This date was way long overdue, and she was more than excited. Still, she made a vow to check her hormones before she went over, not wanting to literally pounce on her girlfriend at first glance. As she stepped out of the cold shower, she found herself feeling confident that the night would run smoothly. She had picked up some 'safe' movies to watch, and was prepared for a nice, peaceful evening with her girlfriend. She fixed her hair, and applied her small amount of makeup, then proceeded to her bedroom to find a nice outfit. She wanted to look nice for Willow, she felt that her girlfriend deserved a romantic night, and Fred was determined to look her best. After much debate, she finally decided on a comfortable pair of gray slacks, and a comfy blue sweater.

When she descended the stairs, she could hear the television on, and her parents were laughing hysterically at something. She smiled warmly, remembering how much she enjoyed her parents company. Willow loved them, too. Since her parents were rarely around, it seemed that Willow and Fred spent a lot of time with Fred's parents. They didn't seem to mind too much, either, because they appeared to adore Willow as well, treating her like a part of the family. Fred just continued standing there at the end of the stairs, watching her parents laughing at the television, when her mother noticed her standing there.

"Fred, baby. You look nice. Are you and Willow going out tonight?" Her mother motioned for her to join them.

"Well, it's about time. We haven't seen her around lately. We were starting to fear that you two were having problems but then we hear you giggle in your room while you're on the phone, and we know better. I swear that girl makes you giggle almost constantly." Her dad scooted over on the couch, giving Fred a place to sit in the middle of her parents.

"Dad, I've just been busy with schoolwork lately. We still have plenty of time to see each other. It's just been a while since we've gone out on an actual date."

"Well, this is long overdue, honey. What are you girls getting into tonight? Must be something good because you have on your good clothes." Her mother brushed some lint from Fred's pants.

"We're going to eat at that new Mexican restaurant by the mall, and then we're going to watch some movies at her house that I rented." Fred blushed again, which elicited a sigh, preparing her for the evening. Yes, she was far too excited because this was long overdue. Looking forward to it would be an understatement. Her parents smiled joyously at seeing their only daughter in such love.

"Yes, dad. It's right here." She pulled a tiny golden cross from behind her sweater. Just when her parents were about to pour more questions, the doorbell rang. She jumped up excitedly, and pulled the door open swiftly, and stood there smiling at the nervous and giddy Willow behind the door. She was wearing a nice denim skirt, and a red top that arched just below her collarbone. Fred was already finding herself in need of another cold shower as she just stood there admiring her girlfriend in the doorway until her parents came behind her.

"Willow, dear. Please come in, and ignore our love smitten daughter here." Willow walked into the door, and just smiled with a lot of excitement glowing in her eyes. The two girls just stared at each other, already ready to begin the evening. "Would you like to come in a bit before you two girls head out?"

"No, thanks Mrs. Burkle. I think we should start heading out. I want to get there before the restaurant becomes too crowded. You know, with the newness and all." She just kept staring into Fred's eyes, and silently asked if she was ready to go. Fred nodded enthusiastically, and grabbed her jacket from the closet. She grabbed Willow's hands, and waved by to her parents while dragging her out the door. Fred's parents just stood there, watching the two girls walk away, happy that their daughter was happy, and assured that the two girls would be safe.

As Buffy made her way through the cemetery, she felt a slight slap at her back as an overly excited Faith sauntered up to her. She smiled, relieved that there would be some company, and a little help if things became too rough. She had received a hot tip from a demon earlier alerting her to a few new nests in town, and she wanted to scope them out, see if she could take a few out on her way. Now that Faith was here, the possibility of the entire nest being destroyed was a definite.

"Hey, B. Thought you could use a hand tonight. I wasn't doin' nothin' so I came out, and decided to get an early start. Any action yet tonight?"

"Yeah. I encountered a rather ugly demon with clammy red skin and some horny things coming out all over his face. He was hideous but he gave the heads up on a few new vamp nests in hopes that I'd spare his life."

"Do you see him anywhere?" Faith smirked, nodded as she walked in strides along her fellow slayer.

"That's my girl. So, this demon guy was horny, huh? Isn't that your cup of tea, or something? Boinking the enemy?" Buffy scowled at her, grabbing her stake a little tighter but knew that if she reacted, Faith would only dig deeper, feeding off of her anger. Maybe I should rethink this Faith tagging along thing. Faith let it go, much to Buffy's delight, and the two girls continued to search the cemetery in basic chitchat.

"As soon as Willow and Fred come up with the stuff we'll need, I may need your help with something, Faith."

"Oh, yeah? The two lovebirds need a hand? I'd be more than willing to help if that's the case." Faith exaggerated her hips a little, while Buffy just rolled her eyes. "What? I don't hear you complaining." Buffy again rolled her eyes, and decided not to comment. It was once, okay twice…but she doesn't really want to count that night after patrol. There was just too much tension that needed to be resolved from that night's slay, and they managed to help each other out. The other time was after the date, which both decided was just a pleasant evening that would end with a bang, no strings attached. Overall, Faith wasn't bad in bed but Buffy still longed for that emotional connection. Even though it was more pleasurable with Faith, ten times over, her one time with Angel (barring that it had terrible results) was more meaningful. Was she too greedy to want both the emotional and pleasurable sides of a relationship to actually work out for her?

"Actually, Faith. It's a slayer thing. Well, actually, a slayer, slayer, vampire thing but that's beside the point. We're going to try and stop the ascension before it has a chance to start, and Giles thinks he's found a way to do it. We're just waiting on the what and how from Wills and Fred."

"You can't do it yourself? You actually admit that you need me?" Faith looked honestly shocked.

"Faith, a part of me will always need you. You know that. You help, whether you know it or not. Just because you work more freelance, and not directly with the scoobies, that doesn't mean that we don't appreciate what you do. Actually, the other day, Wills said something about how she noticed a decreased crime rate since you've moved to good old Sunny D." Buffy smiled at Faith, in turn getting a confident smile.

"Red said that, huh? Well…guess that's good stuff. So, what's this mayor thing you need help with? Don't see anything else big coming up in my schedule in the next few days."

"Actually, we're not sure when it'll all go down. Do you think you could come to the library with me tomorrow? Giles always explains these things better."

"Thanks, Faith. It means a lot that you are helping." She hesitated a moment, and decided to just compliment her completely. "And you are helping, more than you know." Faith didn't say anything, and they just kept walking but Buffy could sense an ease in Faith's shoulders relax for a split second.

"So, what'd you rent??" Willow hung their coats up in the closet, took her shoes off, while Fred finished taking her own shoes off, and laying the movies on the coffee table.

"Well, I rented this new one, the guy at the counter said it was pretty funny but I never trust their opinions. The guys at the counter always tend to give bad recommendations but the lady next to me actually said it was good, too. Thought we could give it a shot. Then, I got an old favorite but it's a surprise so we'll save that one for last." Willow smiled affectionately at her girlfriend. Dinner was perfect. The restaurant was gorgeous, very romantic, and the waiter was polite. Fred buried herself in a plate of tacos, which she kept making satisfactory approval sounds, and her yummy face was firmly set. Willow watched her girlfriend happily devouring her never-ending plate, and sighed as she admired her from across the table. The little mariachi band had broken down into a traveling trio, deciding to sing Spanish love ballads, which only added to the atmosphere. The lights were dim, and the place was more than either girl could have expected. Yes, they could see this being one of their favorite dining spots in the future. Willow was sure that the employees would all recognize Fred's face by the end of the year because of her extraordinary appetite. Willow honestly didn't know where she put it but the food just kept on being devoured. When Fred finally finished her tacos, the girls decided to walk to Will's house. The walk was lovely. The sky was clear, showcasing the night sky beautifully, illuminating just enough moonlight on Fred's face to add to her beauty. They walked hand in hand, talking about everything and nothing, and both just content that they were once again in one another's company. Overall, the evening was perfect but this was still Sunnydale, and both girls still kept their guard up in case of some unknown terror.

"Well, do you want something to drink?" Willow made her way towards the kitchen.

"Sure. I'll just put in the movie." Willow nodded, and headed towards the kitchen. Fred placed the video in the player, and grabbed the remote. She tried to find the perfect spot to cuddle on the couch, and just as she did Willow came in with two glasses of red liquid. Fred saw the drinks, and arched an eyebrow curiously. Willow just smiled, and handed Fred a glass. "Either you've mistaken me for a vampire, or you're trying to get me drunk. Which is it, Rosenberg?" Willow just smiled evilly, and sat down beside her on the couch.

"Well, since I didn't have to invite you in the house, I'll let you decide." Fred just smiled, and started to drink the deep red wine with cautious sips. After all, she still needed to keep her hormones in check, and getting tipsy was not going to help. Willow snuggled into her as Fred wrapped her right arm around her waist, pulling her closer. As the credits ended, the movie started, and both girls decided by the end that they would stop taking advice from anybody in a movie rental place. "That was horrible. I found nothing funny whatsoever in the fact that his car was lost. I mean, if he lost it in the first place, he didn't have any business driving." Willow groaned to add emphasis. Fred just giggled, while she continued to twirl red locks between her fingers from the head placed on her lap. Her other hand was making lazy circles up and down Will's forearm. She decided that the kissing would have to soon commence, or her body would literally explode.

"Well, there was one good thing about it." Willow turned her head slightly to see her girlfriend's smirk.

"The one he slept with in his car but couldn't remember because he was a stupid idiot that had no real purpose to life other than to make comments, and run from a pack of overly-imaginative nerds?"

"Yeah, that one. She was hot. Very good looking. As a matter of fact…" Fred trailed off, waiting for her to take the bait. It didn't take long for her to bite, either.

"Hey! I'm the only one you should be looking at…or least looking at like that…because it would be bad if you lost your ability to see because you need your eyesight, especially if you're going to read, since you need…" Willow had jumped up when she started to babble, and was now leaning towards her girlfriend face to face on the couch.

"Will?" She stopped, and noticed that gleam in Fred's eyes, and her breathing started to shallow out. "I'm only looking at you." With that, Fred leaned in to kiss her girlfriend. It didn't take long for Willow to respond, and soon a kiss that was intended to only start out a series of little ones leading to bigger ones, turned into a giant, passionate kiss. Willow reached her hands up to cup Fred's face, holding her firmly in place while she positioned herself more comfortably into her body. Fred found herself falling back on the couch gently while her hands found their way up Willow's back, and into her hair. When air became an issue, both girls looked deep into the others' eyes, and their breath was coming in short pants.

"Me, too." Willow leaned in again to kiss Fred as her hands found their way into her hair, stroking tendrils thoroughly, and with a heated fervor that Willow didn't even know she had. When Fred opened her mouth slightly, Will moved her tongue slowly across her bottom lip, and finding its way into Fred's mouth, meeting her tongue for a deeper kiss. As things started to heat up, Fred's hands moved back down Will's sides, and stroked at the skin exposed at bottom of her shirt. When Willow moaned into her mouth, Fred started to slowly ease the shirt up her back, feeling more skin, only causing Willow to moan even more. This in turn made Fred do something she tried to prevent because she knew that tonight there was a big chance her hormones would take over, which is something she wanted to prevent as best she could. However, when Willow kept moaning into her mouth like that, and her hands found their way to Fred's stomach and waist, Fred lost all of her resolve. Her hand kept inching Will's shirt up until they finally broke the kiss, and Fred gripped the shirt over her head, throwing it to the floor absent-mindedly, and returning her attention to Willow's exposed collarbone.

By this time, Willow had managed to move a hand to Fred's right breast, gently teasing the nipple underneath the bra with her thumb. Her other hand was making its way up and down Fred's left side. When her shirt came off, Will decided that Fred's needed to go as well. When she successfully removed it, both girls just stared at each again, lust deep within their eyes, and their love for one another evident from their stares.

"You are so beautiful," Willow whispered from her position atop of Fred, which caused her to smile.

"Not half as beautiful as you," Fred whispered back before leaning up to kiss her again. When the passion continued to grow and the clothing kept being discarded, Fred's resolve was completely lost as she moved her hands and mouth all over Willow's body. Before Willow could go any further down with her hand, Fred stopped to look her in the eyes, and what she found there made her fears relinquish. This was the perfect moment. This was right. No more avoiding, they both wanted this just as much, and despite her fear that she would hurt her girlfriend in some way by doing this, she knew this was genuine love at its fullest. Willow was giving her a part of herself that she'd never given to anybody before, and Fred had never felt so loved before in her life. This was perfect. Willow was perfect. They were perfect together, and as Fred leaned up to kiss Willow again, she gave her full affirmative that this was what she wanted, that she wouldn't stop her this time, that now was the perfect moment to move their relationship to an even more physical place.

As Fred kissed her, Willow understood that this was actually going to happen, and suddenly she felt all of her own fears wash away. All she wanted was to love this woman fully, and let her know in new ways exactly how far that love went. Despite her nervousness that she would botch it up somehow, she still went into it knowing that Fred would guide her through, letting her explore, letting her feel. As every nerve ending in her body was about to explode, she continued her lazy circles down Fred's stomach until she found her sex, and unsure of what to do, she looked up as Fred gasped her approval.

Upon seeing her girlfriend's nervous glance, Fred smiled, and kissed her lightly.

"I'll lead you through. It'll be beautiful. I promise." As Fred held onto Willow's back with one hand, her other one found its way atop of the one Willow had tentatively at her own sex. She interlaced their fingers, and squeeze gently, to give her more reassurance. She moved Will's hand around her to get a general feel for what she was touching, and upon feeling Will's exploration, she felt her body responding to the attention, and bit her bottom lip to try and suppress a moan but when Will's hand found its way upwards, she hit her sensitive spot, and the moan came out on its own accord. Will's eyes shot up, and she stopped her movements, afraid she had done something wrong but when she saw Fred's eyes closed, and her expression, she knew she had done something right so she continued her exploration. Eventually, Fred removed her hand from Willow's, giving her complete access, and she interlocked their legs, her hips gyrating to Will's clumsy but pleasurable movements. Her moans and gasps for breath were becoming heavier, and she found herself pressing her thigh into Willow's center, eliciting a moan of her own.

When she felt the gentle pressure of Fred's thigh, she decided to situate herself more comfortably to allow Fred more access to her. Fred took the hint, and they started to move together more rapidly as time progressed. They made love slow and gentle, and despite a few clumsy movements on Will's part, both found themselves gasping for breath, hair matted in sweat against their faces, and limps failing miserably in a state of pure euphoria. All Fred could think was about Willow, and how sex was never this good before, that this was somehow different, somehow more important, deeper in a way that through the purest act strengthened the bond and love between the two girls. Meanwhile, Willow's busy brain had taken minor vacation, purely focused on the girl she was wrapped around on the couch. When their bodies again became functional, and their breathing had labored, Will decided to say something.

"Wow. That was…wow." She lifted her head off of Fred's shoulder, and moved some stray hairs matted to Fred's forehead behind her ear, giving her a perfect view of Fred's face in afterglow. Will decided that she had never seen anything so beautiful in her life. Fred just smiled satisfactorily up at her girlfriend, still unable to speak clearly.

"Well, you haven't broken a promise to me yet, why start now?" Willow just beamed down at her girlfriend as she leaned in to kiss her again. "Mmmm…I feel different somehow. Not bad different, this is a different definitely of the good persuasion. Was it like that for you your first time?" Fred sighed. She didn't really want to think about her other lovers while she was lying with Willow in her arms after a very satiating lovemaking session.

"Well, as you know, my first time was with a boy so it was different. But I get what you mean. This felt different for me, too. It was better. I love you so much, Will. You are so beautiful." Willow once again leaned in to kiss her. "Mmmm…I think you've broken me." Will looked worried for a moment before Fred noticed, and leaned up to kiss her again to wipe the worries away. "Which is a good thing." They both sighed as they stared lovingly at one another, hands running lazy circles all glistening skin. Willow looked up at the blue television, and noticed the time on the clock that was hanging above it.

"Oh, no. I have to give you back soon." She pouted, and Fred brought her fingers up to caress her cheek.

"You never have to give me back. I'm yours now." Willow smiled again, and her tongue even showed signs of darting out between her teeth because she was smiling so much.

"No but they would want visitation rights, of course." She nodded her head playfully.

"I think I can live with those acquirements." She stopped, and a thought came into her mind. "Hey, why don't you stay over tonight? It's already late, and we'll already miss getting you home before curfew so why not call your parents, and ask if you can stay over…please?" Will pouted, and gave her best puppy dog eyes, and Fred knew she was a goner. She kissed her to seal the deal, and they moved off the couch together, wrapping blankets around their naked forms, while grabbing for the phone. As the phone rang, Fred heard her mother pick up.

"Winifred? Where are you? Is everything all right? Where's Willow? Honey, did something happen?"

"No, mom. Nothing…bad happened. We're still over here at her house. Will noticed that I was going to miss curfew so I wanted to call, and make sure you guys didn't worry, is all but I can see it's already too late for that."

"Thank goodness. Are you going to stay at her house tonight?" When Fred didn't reply, her mother took that as a 'how did you know?' silent reply, and answered her own question. "Just no funny business, alright? You two girls behave, and call me in the morning, alright? Good night, baby."

"Love you, too." When she hung up the phone, Willow couldn't wait to hear the answer so she wrapped her blanket clad naked form's arms around her lover. Lover. I like the sound of that.

"Well?" Fred leaned back in the embrace, and leaned her head to kiss her girlfriend.

"Well, how would she define funny business exactly?" With that, both girls went about cleaning up the aftermath of their lovemaking, and ran upstairs to get ready for bed.

As the sun started to set on the horizon, two girls found themselves wrapped in one another's arms. Fred was spooning her lover from behind, and running her hand through soft red tendrils as her breathing was slow and gentle. Finally, Willow started to stir, and mumbled in her half awake state. Fred smiled, and kissed her shoulder lovingly, while rubbing her hand lazily up and down Will's forearm.

"Definitely." Fred kissed the nape of her neck. Willow smiled sleepily, and sighed happily. She turned around so that she could face Fred, and she began playing with Fred's long brunette locks.

"I slept wonderfully. I mean, you were wrapped in my arms. I felt safe, relaxed, it was hard not to sleep peacefully." Willow smiled, and leaned in to kiss Fred's shoulder. "We should start getting ready for school, I suppose. I know that I couldn't convince you to skip, and just lie in bed with me all day."

"As much as that sounds like heaven, you're right." She kissed her one more time on the shoulder before extricating herself from Fred's arms, and moved out of bed, subconsciously wrapping a sheet around her form. "Besides, I want to get started on that tome that Giles has. The sooner we get started, the less threat the mayor can become." Fred leaned up in bed, holding the blanket around her with one hand, and brushing her hair behind her head in some form of semblance. She watched Will bring two outfits over to the bed, and retreat back to her dresser for undergarments. "Do you want to take a shower?" Fred moved off the bed, and walked up to Will, wrapping her arms her as best she could between their blanket and sheet.

"Hmm…are you trying to proposition me?" Willow arched an eyebrow, and replied with a playful smirk.

"Well…if you play your cards right, there could be much more propositioning in the future but right now, I'm thinking that we should get ready for school. I want to stop by the library a little early, and get started on the text. Like I said, the sooner the better." Willow removed herself from Fred's arms, and motioned towards the outfits on the bed. "Um, I laid out something for you to wear because I thought maybe you'd want to wear something a little more casual to school. That's if you want…I mean, you can wear what you had on last night, you did look really nice. Hot even but I thought I'd give you a more casual option." Fred looked at the overalls and shirt lying on the bed, and smiled back at Willow.

"Hmm…what will people think when they see me wearing your clothes? We could create quite the scandal." She laughed, and Willow looked around nervously. "It sounds great, Will. I'd love to…get into your pants, that is." Willow tried not to show her excitement at the comment but her face was bright crimson.

"Well…okay. I'm just gonna…" She pointed to her door. "Shower…maybe a cold shower. Um…I won't be long. I promise. Then, you can undress. Um…to shower. Undress to shower. Unh." She tried her best to escape without showing her excitement at thinking about Fred wearing nothing under that blanket, and making innuendoes.

After she returned showered, and hair fixed, she walked in to find Fred just sitting there at the end of the bed with a thoughtful look on her face. She made a move to sit beside her, and when the girl finally snapped out of her daze, she looked upon Willow lovingly but with slight hesitation.

"Are you okay? With last night, that is? I don't want to push you. I really do love you, and I wanted it to be perfect." Fred tried to hide her nervousness but her eyes seemed to plead for Willow to answer in the positive.

"Of course I'm okay, and it was perfect. It was better than perfect. It was beyond words, and I love you, too." Both girls were silent for a moment. "You're okay, right? I mean, you don't regret…"

"No! Absolutely not. No regretting on my end. I agree, it was amazing. You were amazing. It's just…" She grabbed one of Will's hands, and squeezed gently, looking her directly in the eye. "I tried so hard to not rush things, and I guess that I was just afraid that I would hurt you in some way because there were times…before…" she trailed off, not really wanting to bring up her other lovers, and Will nodded understandingly. "I would get kind of wild. I know, I know. I don't come off as the wild type but I would…get a little wild, that is. I always let my hormones get the better of me, and I didn't want them to steer us so I put them on a leash when I was around you. I just…I didn't want to scare you if I ever get a little too loud, or too fierce. That is, if you still want…" Will cut her off.

"Oh, I want. I definitely want. As a matter of fact, I have been thinking that maybe…if you're not busy later…"

"Will! Oh my! You're going to be insatiable, aren't you?" Will just grinned mischievously at her, while preparing to grab the blanket from around her body.

"Never." Both girls smiled at each other until Will managed to grab the blanket away from Fred. "Well, it's getting late, and you still need to shower. So…scoot!"

"Yes, ma'am." With that, she stood up, and moved towards the door, grinning as Willow checked her nude form saunter towards the bathroom. When she was finished showering, she noticed that Will had left out an unopened toothbrush, and other things that she knew Fred would need to get ready. She must have also come in while she was in the shower because there was a heart marked from the steam on the mirror. She smiled, thinking about how incredible her girlfriend was, and couldn't wait to start out the day.

"Buffy, really. Are you even focusing?" Buffy half-heartedly punched the training gloves Giles was wearing, and suddenly stopped.

"No, not really. I'm just tired, Giles, that's all. Faith and I took out three new vamp nests last night. I didn't even go home last night, just came right here, and barely made it in time for my first class. I haven't even seen Will yet." Giles moved to take the gloves off, and placed them on the table.

"Well, Buffy. I'm glad to see that you're taking your duty seriously, and that you are including Faith's help but you do need some degree of rest. If you don't, then you could get clumsy, and I don't want to see you fumble because lack of sleep." Buffy huffed, and moved to sit down on the steps. "Is there something else the matter?"

"No. I'm fine. Just tired like I said." She was quiet for a minute, and then perked up. "Hey! How did Wills and Fred work out this morning? Anything good?"

"Ah, well, yes, actually. They went through the text rather quickly, quicker than expected, as a matter of fact. I was quite impressed with their work. They seemed very in tune to each other, very focused, and I looked over their notes before you came in, and noticed that we could very well have this prepared faster than was to be expected."

"So…about that. I talked to Faith, and asked her to help last night. I also talked to Angel the other night, and he mentioned staying to help." She became really quiet as she mentioned her ex-boyfriend, and this did not get by Giles.

"Buffy, is there something wrong with Angel?" He moved to lean poised against the banister by the steps, awaiting her answer.

"Well, Giles. It's just. We talked." Upon seeing his eyebrows scrunch, she quickly explained. "No, nothing like that. Well, actually…kinda…but the talk that pretty much says 'no more.' We cleared some things up, and he's going to stay and fight the mayor, or the ascension, whichever one we have to do." She took a deep breath. "He said he was going to leave Sunnydale afterwards."

"Well, yeah. No. I don't know. It's just so frustrating. Seeing him, the man that I used to love, and I can't help but still be angry about what he did to Wills, Giles. But then, he'll do something or say something, and I completely forget that he is a demon, even though he has a soul…depending on what day of the week it is."

"I see your dilemma, Buffy but perhaps it's for the best. Angel is a very useful resource when we need added strength but other than that, why would you still want him here?" Buffy looked up at him with confusion and loss in her eyes.

"I don't know, Giles. Part of me still loves him, and I guess that that part just doesn't want to see him go but you're right. It is for the best, no matter how stubborn that part of me wants to be." She sighed deeply, and moved off of the stairs, straightening her sweats.

"Well, Buffy. That is wise…very mature of you, I must say. Now, what were you saying about Faith?"

"Oh, yeah. I asked her to come talk to you today…to fill her in on the what and how. She's knows the why, and we're just waiting on the when and where. She should be here sometime after lunch. She mentioned getting some sleep beforehand." Buffy moved to do some stretches, and Giles nodded before retreating to his office.

"Are you sure, baby? I can come with you and help. We got a lot finished this morning, and are way ahead of schedule. I'm sure Giles wouldn't mind." Willow almost looked pleading while she held Fred's hands outside of the library's entrance. Fred just looked at her with apology.

"I'm sorry, sweetie but I promised Charles today that I'd help him study at lunch. If you came, it would just be a distraction."

"Probably both but you should go, help Buffy. I promise to see you after school, all right? I'll meet you outside in the quad." With much reluctance, Will nodded before Fred hugged her.

"Okay but don't think I'm happy that I have to spend lunch away from you. You'll have to find some way to make it up to me."

"I think I can find something." With that, both girls gleamed, and moved in for a kiss before Principal Snyder came bantering down the hallway. When he spotted the two girls kissing, he walked directly to them.

"No kissing in the school! Rosenberg, Burkle! How many times have I told you? Well, I'll just have to put you on cleanup duty after the dance this weekend, won't I? Good, it's good to know you'll be doing something useful besides making trouble in my school." With that, he huffed, smiled evilly, and continued walking down the hallway until he started getting on other students as he passed. Both girls sighed before they rolled their eyes, and their shoulders slumped.

"Yeah. Just don't be late, missy. See, resolve face." Willow pointed to her expression, and Fred just had to laugh, despite her anger over their unfortunate non-volunteering volunteering. She looked back towards Snyder, and seeing that he was scolding another student, she quickly turned, and kissed Willow on the lips before moving down the hallway. Willow just sighed, and tried to hide her trepidation before slowly moving into the library, finding Buffy sitting at the desk with her head cradled in her arms on the table. "Buffy? Are you okay?" Buffy made no move to get up, just nodded her head slightly.

"Just tired, Will. How did your date go last night?" Willow couldn't reply because her mind took her back to images of last night, and she had a gleam of awe in her eyes and expression. When she didn't reply after a few minutes, Buffy worried, and looked up to find her best friend staring off into space happily. "Will? Are you okay?" Will snapped out of it, and noticing Buffy's playful smirk, nodded her head and sat down beside her without a word. "Where's Fred?" Willow sighed, and turned her whole body in the chair towards Buffy.

"She's helping Gunn with some homework. We just got caught by Snyder in the hall, and were put on cleaning duty after Homecoming. I swear the man is out to make our lives a living hell." She groaned, and pouted slightly.

"Well, Will. That bites. Want me to kick his ass?" She smiled a little but still with sadness in her eyes. "What is it Wills? Did he say something to you? If he did, then that little man is really looking for a…" Will placed a hand on Buffy's forearm before she became too angry and heated.

"No. It's just…" Buffy noting her friend's hesitation fell into to best friend mode, and turned her body directly towards Will's so that they were face to face. "Well…Fred. She's been spending a lot of time with Gunn lately, and I just worry, you know."

"Just because he still asks her out, that doesn't change how she feels for you. And look who has her, Wills. That just proves my earlier point that nobody is a match for my Willow. You even have the one girl that the star quarterback wants, and she only has eyes for you. You can tell by the way she looks at you. She's gaga so there's nothing to worry about…okay?" Willow smiled at her friend, and sighed.

"And I repeat: nothing to worry about." Buffy placed a hand on her knee, and Will nodded.

"Oh, it was…" she sighed, and again with the dreamy look. Buffy noticed the look this time, and arched an eyebrow.

"Will? Did you two finally…" She trailed off, hoping Will would talk to her about it.

"Oh, Buffy. It was so perfect. I mean, remember how I said that I wasn't sure about it…that every time we started to make out, things would get a little heavier than usual, and we'd have to stop. Well, lately, Fred's been pushing away. I was afraid that she didn't want me that way." At Buffy's 'come on Will' look, she smiled, and quickly explained. "Well, turns out she definitely wanted me that way. So much so that she was afraid that I'd be too overwhelmed if she let herself go but last night…last night was…beautiful."

"Ohhh…do tell. I mean, not all the details but you know…about what happened." Buffy was bouncing in her seat, and leaned forward to listen to Will's tale.

"Well, we went to that new restaurant by the mall, which by the way…yum! You should definitely go. They have this mariachi band, and the lighting is all romantic, and they even have little…"

"Oh, yeah…well, dinner was nice, and then we walked back to my house, and watched movies. The first one was horrible, you would have loved it. The whole thing was about these two guys looking for their car because they had partied too hard, and couldn't remember where they put it. It was supposed to be a comedy but all we wanted to do was smack them." When Will looked at Buffy's expression, she stopped talking.

"You know, Will. Babble mode is adorable…but right now, distracting. Go on with the date story."

"Well, after the movie was over, we started kissing, and things started getting heavy again. Just when I thought she was going to pull away again, she looked up at me and nodded. From that point, things were just…." She sighed again, and couldn't hide her smile. Her face was turning blood red, and her whole body started to react to the images of the evening's festivities. Buffy sighed, too but she also felt something else, although she couldn't describe it. She stored it away for later investigation.

"Wow, Will. So you really did it. You and Fred. Wow." The conflicting feelings came back again, and tore Buffy apart, she thought. She was definitely going to have to figure this out but on her own. She wasn't sure this was something anybody could help her with, that only she could figure out. The rest of the lunch period, the two girls just chitchatted about the movie, the restaurant, and other non-related Hellmouthy things for once.

"Charles, we've gone over this several times already. Are you doing this on purpose, or do you really not understand?" Fred looked at him in frustration as the two leaned over a textbook and notebooks sprawled out all over the grass in the quad.

"No, Fred. I'm telling you…this doesn't make sense. There are too many formulas to memorize. I just can't remember them all." He looked at her honestly in confusion, and sighed in his own frustration. "Look, maybe I'm just not cut out for this stuff. Thanks for trying to help, though. I really appreciate it, more than you know."

"Charles, you don't need to thank me. Of course I'll help you, there's no question to that. And you can do this. You just have to find a way to associate this with things you already know, and find easy to memorize. Associative learning. It'll help…let's see. How about football for instance? Now, this here…" She pointed down into the textbook, and he leaned in closer to where their faces were extremely close. "Can you tell me what formula this is first?" He looked at it as if in thought, and then brightened.

"See, you can distinguish between formulas, which is the first step to knowing them by heart. Don't be so hard on yourself. Now, imagine you're at the big game. This number represents where you are standing, can you picture that in your head? Okay, now work this problem out as though you would imagine how far you need to throw the ball to Tim. You know where he is but you need to know the exact distance in order to know exactly how much pressure you need to put behind your throw."

"Right! Now, just feel your way through the problem." She chuckled slightly at his amused look. "You can do this, I know you can. Don't be so hard on yourself. Having the confidence that you have the capability to learn this stuff heightens your senses, and helps the brain process facts better. Just focus." He nodded once, and went back to working out the problem again. She looked over his work when he finished, and she smiled excitedly. "Charles, this is right!! You did it! See, I told you that you could! Wow! Next thing you know we'll be working with tangents! This is great!" She beamed proudly.

"Whoa, there. Slow down. I think we should take it one thing at a time. I'm just starting to get this, no need to throw a brother into some mad crazy math problems."

"Sorry. I just get excited. Willow says that I get a little excited at the smallest things. Not that it's a bad thing because she's always smiling when she says it. She says that it's adorable. That's not saying that you think it's adorable, though. Just that…" She sighed deeply as images of Willow danced through her head. Charles looked at her amused, and appreciatively.

"She knows her stuff then. She's quite the lucky girl, I gotta say. She gets to be there to see the smallest things. Makes me a little envious." She came out of her reverie long enough to grin apologetically.

"Charles, I love her. I've told you this a thousand times, and probably will tell you a thousand more. You're my friend, and that's it. Okay? We've been over this."

"She just better not do anything to hurt you because the minute she does, I'm there. I can wait for you, Fred. You're worth it." She sighed again, and started to gather her books. He did the same, and put his jacket back on while they stood up from the ground. "I'm sorry if I offend you, it's just…you're amazing. I'm not going to stop asking, you know?"

"I know. It's not that I'm not flattered. I am, it's just that I have Willow, and I'm more than happy. Beyond happy, actually, and I'm not going to mess this up. You can get any girl you want, Charles. Harmony has actually been checking you out more than usual lately, which is disturbing but still. The point is that you keep asking, and I'll keep saying no because…"

"I'm still your friend. That'll never change but it can't be anything more. I need you to understand that." She scrunched her nose up, and her eyes were pleading.

"Okay. But warn Willow no to do anything to hurt you if she knows what's good for you because I'm going to be there the minute. The second…" He pointed his eyes directly into Fred's, and she smiled warmly at him before hugging her books.

"Alright. I need to go. Class is about to start, and I don't want to be late. I'll talk to you later, Charles." She turned, and walked away towards the entrance.

As she lie there on her bed, Willow was becoming increasingly excited. She had just finished going through the spell tome, and was taking a breather to relax. When she wasn't busy, her mind would drift back to the night before, and Will couldn't wait until Fred called after her class at the university. Deciding to find something to occupy herself with until then, Willow sat at her desk, and scrolled through various websites that she had book marked on magkical stores. She googled several items on the list she had made out for Xander and Cordelia, in order for them to find them easier. Instead, she typed in the extremely rare items that she knew the magic shop didn't hold, and went about making another list of places for them to find the rare ingredients. Suddenly, she heard the phone ring, and she squeaked in delight, knowing that it would be Fred. As she picked her cordless up, there was a knock at the door that led to her balcony. She made her way over to answer the door, and as she opened it, Buffy stood on the side.

"Hello yourself. What are you up to right now?" Will motioned for Buffy to come inside, and she did, finding a seat at the end of Willow's bed, as Willow paced around the room, preparing to close up shop in her room for the evening.

"Buffy just came over." She held the phone's receiver with her palm, and looked at Buffy as she closed her laptop. "Are you okay? Did something happen on patrol?" Buffy shook her head, and motioned to the phone.

"Go ahead, and talk to Fred. I'll still be here when you get off." Buffy took her coat off, and set it on the back of Will's desk chair, once again, sitting at the edge of Will's bed. Willow nodded, and returned to her girlfriend on the other end of the line.

"Oh, yeah? Well, what are you wearing?" Fred sounded seductive, and Willow found herself blushing from head to toe, suddenly oblivious to Buffy's presence, which caused Buffy to arch her eyebrow in wonderment.

"Will, calm down. I'm just kidding. Why is Buffy there? Something happen on patrol?"

"She said no, so I don't know yet. How was class tonight? Did you teach them anything?" Willow went through her dresser, pulling out pajama bottoms and a t-shirt.

"It was great. I'll have to show you my notes tomorrow in physics. Look, Will, I wanted to ask you something."

"O-okay." Willow began to take her jeans off, and she stood there in only her underwear, and school shirt. Buffy watched her friend get dressed with curiosity.

"I know this is a given, and all but I wanted to ask who you were taking to Homecoming?" Fred suppressed a giggle, and catching on to her girlfriend's joke, Willow decided to play along.

"You think you can top a private limo, romantic dinner for two, and walk along the beach?" Buffy's curiosity was on overdrive when she heard the one-sided conversation, and watched Will change her top.

"Hmmm…I'll have to think about it." Both girls giggled. "Are you trying to ask me to the dance, Burkle?"

"Am I that transparent? Here, and I thought I was being all stealthy girl. Guess I'll just have wait for your answer then."

"Well, the competition is pretty rough here. I mean, Buffy is super hot." Buffy looked up wide-eyed, when she finally discovered what that earlier feeling in the library was. She was jealous of Fred. She liked Willow. "But since you promised me a kiss, I suppose I accept your offer."

"Fred, you know I wanna talk longer, infinitely longer, but Buffy is here so I need to go, okay? I'll see you tomorrow morning, alright? I love you."

"Good night." When she hung the phone up, she placed it back on the charger, and moved to sit up against her headboard, motioning for Buffy to follow by patting the spot beside her with her hand. When Buffy moved to sit by her friend, her senses were working overtime, taking in everything Willow. She was more than confused about the epiphany but she had to admit that it made sense. Ever since they had met, Buffy simply adored Will, and even readily admitted that the reason she fought every night was because she wanted to keep her safe. She didn't even have a problem killing her former lover, despite her earlier trepidation and heartbreak, when he had hurt her best friend. However, Buffy knew Will was happy with Fred, and she wouldn't do anything to mess with that. She vowed to push her feelings aside, and not act any differently, just be Buffy: best friend extraordinaire.

"Well, Will. Are you going to let me down gently?" At Will's confused look, she smiled and explained. "About the dance, sounds like you got a better offer." Willow smiled warmly at her friend.

"Yeah, sorry Buffy. It was the kiss that did me in, else I would love to be your date." Buffy internally screamed, and all of her hormones and senses went on overdrive at the casual friendly flirting. Just being near Willow was driving her crazy, and she knew that this was going to be a struggle. "So, what'd you come over for?" Will bounced in the bed a little.

"Can't I just wanna see my Willow?" At Will's 'yeah right, what's up' look, Buffy relented. "Just didn't want to go home yet. I thought I'd come, and see if there was anything you needed help with regarding the spell thingy. I came to see Wicca girl. There's just an added bonus that she happens to be my bestest buddy." They both smiled at each other.

"Actually, good news. I finished tonight. I even made color coded lists for Xander and Cordelia so that they can find the items easier." Buffy looked amazed.

"Yep, and I even went over it three times more to make sure. I've just been extra aware today. I don't know why. It's strange."

"Well…this is good news. This means that the ball is rolling, and we won't have to worry about the mayor, or the threat of yet another apocalypse needing averted. Giles was afraid, too because the council didn't even have anything other than the spell thingy to other as help. They have nothing on ascensions, apparently. Plus, good news, Faith and Angel are on board with the superhero gig. This is good news for once."

"How is Angel? I haven't seen him around lately." Buffy took a deep breath. "What is it, Buffy? He's not still wearing plaid is he? Because, that was just…scary."

"Don't know. We had this long, deep conversation in the cemetery early this week. It was strange. He reminded me of his old self for a while. The Angel that I was in love with, not Angelus, or even scary plaid guy. Although, he did still have the plaid, and the oxfords weren't helping matters any, either."

"Okay, Will. You know you were just projecting your parents there, right?" Willow gave Buffy a sheepish grin.

"Well, hey. It's late, why don't you just stay over? Keep me safe?" Buffy laughed. "What?"

"Nothing, Will. It just seems that being near me is what puts you in danger in the first place, I don't see how I make you feel safe." Willow looked concerned, and rubbed Buffy's arm in a reassuring gesture, which caused Buffy's heart to speed up, and hormones to run in all different directions, trying to escape.

"Buffy, you do make me feel safe. I would be in danger anyway. It just makes me feel better knowing that you're there, protecting me. Protecting the world. You and Fred make me feel completely safe, and I am grateful. Now strip, I'll get you some pajamas, and your toothbrush is still in the bathroom cabinet." Buffy's eyes went wide-eyed again, and she found herself licking her lips subconsciously, and nodded rapidly. Will went to her dresser, and pulled out another shirt and pair of pajama pants. Buffy went to the bathroom to change, and when she came back, Will was already lying in bed. She climbed in gently beside her, turned the table lamp off, and snuggled in beside her friend. "Good night, Buffy."

"Night, Will." As she lie there next to her, Buffy closed her eyes in frustration, and all she could focus on was the soft skin that brushed against her arm when they moved in the bed, the smell of Will's green tea shampoo, and the sounds of Will's breathing, as they both began to drift easily off into dreamland. "Will! That's not fair!"

As the school day dragged on, Buffy found herself more and more nervous about being around Willow. The night before, she had slept like a baby, something that she hadn't been able to do since being called. She even found herself dreaming pleasant things instead of something prophetic that usually resulted in bad, bad things. However, when she woke up to find herself practically on top of Willow, she knew that this internal struggle was going to be harder than she first believed. Nothing was ever easy for the slayer, and she mentally cursed the Powers that Be for never cutting her some slack. She tried to gently extricate herself from Will's sleeping body but immediately missed the warmth that lingered over her own once she was standing outside the comfort of Will's bed. The whole entire day, Buffy could still smell the traces of Will's shampoo on her own hair, the smell of her body wash completely immersing her senses, and to top it all off, she was in Will's pants…literally. She had decided to go commando since she hadn't planned the previous night's sleepover, and found her body easily reacting to the feel of Will's jeans against her naked lower half.

When she arrived back at her own house after school, she found her mom in the kitchen making what smelled like the beginnings of baked chicken and rice. She openly welcomed the new scent into her senses, and went to help her mother with the rest of the meal. Walking jauntily into the room, she stood by her mom with her hand's in Will's jeans pocket.

"Hello, honey. I was just making dinner. How was your day?" Her mom went to the refrigerator, and retrieved a carton of orange juice.

"My day was okay. Same as usual. Training with Giles, researching the big ugly, going face to face with the devil in disguise." As Joyce poured two glasses of juice, she smirked at her daughter's playful banter.

"Oh, it was horrible. The man is horrible. I'm glad this is my last year having to endure his constant…whatever it is he does." She took a glass, and began to drain the liquid.

"Well, Buffy. How's Willow and the others?" Buffy almost choked on her juice. She had actually managed to get her mind off of her best friend for the first time that day, and her mother decides to bring her back to the forefront. "Are you okay, dear?"

"Yeah, mom. Just went down the wrong tube." Buffy laid her glass down on the table, fearing another mishap with the acidic drink. "Everybody is good."

"Yeah, actually. We ran into each other during patrol the other night." Upon seeing her mother's expression, Buffy sat down on a stool. "Something wrong?" Joyce sat down across from her daughter, and prayed to anyone who would listen that Buffy wouldn't 'wig out' at her proposal. "Mom?"

"Buffy, I was thinking. Since Faith is so young, should she really be living by herself in that nasty motel? I mean, how does she live exactly? It can't be healthy."

"I was thinking about asking her to move in with us." Buffy's eyes widened, and her mother moved to explain. "Now, Buffy, I know that you two have 'bonded' somewhat more than I care for the details but I believe it would do a world of good, not only for her but for you as well. Your relationship aside."

"Do we really have to talk about my love life right now?" They both inhaled sharply, and Joyce shook her head while exhaling.

""No, dear. I suppose not but I still want to invite Faith to live with us. That is, if you have no objections."

"Not really. I mean, it would be good for her to get out of that rat hole. Plus, she'd be eating healthier, that's for sure, which will help her while patrolling and whatnot."

"She'd also be right there if you needed help with the slaying. I worry about you out there alone. It would be good for you two girls to go out together." On seeing Buffy's look, Joyce backpedaled. "Well, slay together at least. Faith seems so…"

"Not what I was going to say but to some degree, I believe you're right. More like lost. Like she doesn't know where she belongs."

"Yes. She deserves a good place to live, since the world is only going to take her for granted if all she does is slay. Didn't you say she dropped out of school even?"

"Well, mom. I'm okay with it, no objections here. Just be forewarned, she does have a tendency to get a little wild, and she might not even want to stay with us. She likes her independence."

"I know, mom, and that's why I love you so much. You have such a big heart." Joyce smiled, and Buffy moved to hug her. Hearing the beep of the stove, the two Summers women finished preparing their dinner for the evening.

"Hi." Willow stood in Fred's doorway, while Fred leaned against the door. Both girls seemed so lost in each other, and Fred's mother just shook her head and smiled at the two lovebirds.

"Why don't you invite her in, Winifred? Instead of just gawking all sparkly eyed at her." She turned the page in the magazine that she was reading, and went back to the periodical.

"Come in." Fred moved back enough to allow Willow in the house, and immediately reached for her hand, leading her into the quiet living room. "Mom, we're going to study in my room before dinner, okay?"

"That's fine, dear. I'll come get you when it's ready. I'll probably start making it in about an hour so be forewarned not to get too heavy into your books, alright?"

"Yes, mother." Fred pulled Will's hand, motioning towards the stairs, and the two girls made their way into her bedroom, quietly shutting the door behind them. "Well, what do you want to do first? There's physics, which I prefer, or there's the English assignment…" Willow wrapped her arms around Fred's waist, and kissed her tightly on the lips, making sure that her fingers were loosely rubbing small circles on the small of her back. Fred moaned as she leaned more into Willow's body, quickly mirroring her girlfriend's movements. When they finally parted, they rested their foreheads together. "Or we could start there, which is perfect."

"The best place to start anything, I'd say. Or end it. Or in the middle. Anywhere pretty much. I'd say we just do that all the time. Ohh! They should definitely distinguish a major in kissing you in which I'm the only one that's allowed to declare." Willow's smile beamed, and Fred kissed her nose lightly before falling out of her embrace.

"Sounds like a plan." She moved to her desk, and began quietly pulling out her textbooks and materials.

"Something wrong?" Willow moved to sit on the end of the bed, and began pulling things from her own backpack. Fred brought her things over to the bed, and sat down with her back leaning on the headboard.

"No. No, nothing's wrong. Just don't want to think about those things just yet. One day at a time for right now. That's what I'm doing." Willow brought her things with her as she moved to sit beside Fred at the top of the bed.

"It's not important right now. Let's get started. The sooner we start, the sooner we finish, and you know what that means." Fred playfully bumped her shoulder against Willow's, and Will arched an eyebrow.

As the girls had just finished their physics assignment, Mrs. Burkle knocked on the door. Fred and Willow both stood up, upset that they didn't get in some smoochies before dinner but held off as they made their way to the dinner table hand in hand. As they ate, the conversation was wholesome and comfortable until Fred's father brought up the inevitable.

"So, Willow…where have you been thinking about going to school?" He forked some mashed potatoes in his mouth waiting for her reply.

"Well, I'm not quite sure yet. My dad wants me to go to Harvard like he and mom did but my uncle keeps telling me that I would love Oxford. He's been living in England since he graduated from there. That's where they make Giles's, which would be neat." She looked over at her girlfriend, and noticed her solemn expression. "But I'm not exactly sure yet. I'll see after the SAT's in February." She silently mouthed a 'you okay' to her girlfriend, receiving a slightly sad nod before turning back to her plate.

"Well, Fred here still hasn't decided either but this school in Los Angeles has been begging for her. She practically gets phone calls everyday from this professor up there begging her to attend. Doesn't hurt being a genius, does it Willow?"

"Dad, enough already. Besides, I want to keep my options open for right now. There are more choices than UCLA, although their physics department is beyond incredible." Fred's eyes had an excited gleam to them, and it didn't go unnoticed by her girlfriend, who made a mental note to bring up the conversation later in private.

"Well, do you girls have a lot of homework tonight?" Mrs. Burkle noticed the girls discomfort of the conversation, and decided to steer the course to another topic.

"Well, we just finished our physics, and we still have to finish our English assignment but other than that, we're homework free." Willow smiled, thankful at Fred's mother for helping them escape Mr. Burkle's interrogation.

"Well, I thought we'd maybe watch a movie in my room, if that was okay with you guys." Fred scrunched her face up in a silent plead to her parents. Her mother just smiled, and nodded in approval.

"Of course, honey. Willow is always welcome here. Do you have your dress for the dance this weekend, Willow? Wait until you see Winifred. She looks so gorgeous in hers." Fred blushed, and averted her eyes away from the table.

"You do. Everyone's going to be jealous of Willow when they see you enter that club. You just wait and see." Mrs. Burkle moved to clear the table of the dishes, and retreated to the kitchen. The two girls said their thanks for the dinner as they moved up the stairs to finish their evening.

"Willow, what do you think about this part?" Fred moved her book, and pointed to a spot on the page. Willow leaned in, and moved into concentration mode. Fred had to do everything she could not to kiss her girlfriend right there because she found Willow's concentration face quite endearing.

"Hmm…I'd say that the sign represents an omnipotent being overseeing the goings-on of the place." She looked up at her girlfriend, and smiled seeing Fred's satisfactory grin.

"That's what I thought, too." Fred lay her book down by her papers. "What do you think will happen to Gatsby?"

"Would you shoot me if I told you I read the whole thing?" Fred noticed the sheepish grin on her girlfriend's face, and smiled at her girlfriend's over achievement.

"You're so cute when you overdo." Willow just blushed, and ducked her head. "And no, I will never do anything to you for going the extra mile. Smart girls are extra sexy, you just happen to be the smartest girl I know." Willow arched an eyebrow.

"I'm taking it you're not including yourself in this poll." Fred just smiled, and moved into give Will a chaste kiss before moving off the bed with her school stuff, causing Willow to pack her own things in her bag. "So, about this movie…"

"I was thinking porn." Willow's eyes bulged out of her head, and she stared at her girlfriend slack-jawed. "Breathe, sweetie, I'm just kidding. What are you in the mood to watch?" Fred moved over to her movies stacked by her television stand. Willow calmed down, and joined her girlfriend. "We could watch something romantic." Fred wrapped her arms around Willow, and stared longingly into green eyes.

"Or we could just grab a movie, pop it in, and make out the entire time." Willow kissed her girlfriend on the neck, while she placed her own hands on Fred's hips.

"Or there's that, which could also work. Why not skip the movie, and just make out?" Fred sighed as her hands grabbed Will's shoulders from behind, massaging the tension she felt there.

"Mmm…that feels nice." She moved her kisses up until she was nibbling behind Fred's ear, resulting in a quiet moany squeak from her lover. "Your parents are expecting us to be watching a movie. Plus, the movie will drown out the sounds I plan on escaping from your mouth." She continued nibbling on her ear as Fred bent down a little to grab the top of her stack, fumbling to place it in her player, while stumbling to push Willow on the bed. She grabbed the remote from her nightstand, and turned her lamp off as Willow continued her attack on her neck. "What did you put in?"

"Don't know. Don't care." Fred turned the player on, and the sound blared from the speakers, causing both girls to stop their kissing, and grab their ears. Fred quickly turned the volume down, and both girls looked at each other a split second before giggling.

"What in the world were you doing that you needed the sound that high, young missy?" Willow's mock parental face appeared, and Fred smiled as she ran her thumb lightly over her lips.

"There was a special on entropy last night, and I still needed to take a shower before my class." Fred shrugged apologetically but her expression was quickly changed to pleasurable as Willow's mouth once again found her exposed neck. Upon seeing her girlfriend's expressions between kisses, Will explained.

"What? You're not the only one that find smart girls hot." They both snuggled together, and stopped their kissing as familiar sounds came from the television. They both looked over, and Fred knew that her kisses were short lived for the night. Dammit! I should have known that this movie would be on top of the pile. "Ahh…Fred! You had me at hello." Willow mock pouted, knowing that she wouldn't be able to pry her eyes from the form of a young Renee Zellweger, or the cheesy romantic bits in the film. However, she snuggled close to Fred so that she would be able to sneak all sorts of surprising kisses on her girlfriend throughout the movie. The rest of the evening was set from there.

As she stood before the door at the old beat up motel, Buffy rung her hands, afraid of what she would find behind it. Suddenly, the door swung open, and she jumped back in response. Faith stood in the doorway looking amused, while Buffy just stood there, trying to catch her breath. Faith was standing there in a wife beater and her underwear. So much for modesty. I hope mom is ready for this.

"Well, B. You gonna just stand there, or do you want something?" The sunlight shone down on the two, and Buffy seemed to sweat more from Faith's response to her purpose for being there rather than the extra hot early November weather.

"Yeah, actually. Faith, do you mind if I come in before somebody sees you in, well, practically nothing?" Faith smirked sexually at Buffy before moving back into the room, allowing Buffy room to move in behind her. When she shut the door, she found Faith putting a pair of black leather pants on, which Buffy was grateful.

"Well? Did you get that spell ready or something? You ready to kick some mayor ass?" Faith went to grab her boots by the dresser. Buffy intercepted her, and motioned for her to sit down on the bed. Faith followed reluctantly but still followed nonetheless.

"I didn't come about the mayor. I actually came about you." Faith stretched her arms above her head, purposefully giving Buffy a better view.

"Well, B. I'm surprised that you skipped school for a little afternoon delight but I gotta say, I was still sleepin'."

"Sensed ya through the door. Figured you were tense about somethin', might as well get outta bed if it was enough to get you worked up like that."

"I have a proposition to make." She saw Faith about to say something, and she held up a hand to stop her. "Let me finish before you say anything else." Faith relaxed, and Buffy took a deep breath before continuing. "This place is gross."

"Geez, thanks. Means a lot." Sarcasm dripped from Faith's mouth as she rolled her eyes.

"No…well, it's just that. I don't like to think of you living here. You could do better."

"Mom and I were talking, and we want you to come live with us. And before you say anything, I just want you to think about it. You wouldn't have to scrounge for money, you would be comfortable. You would still have your privacy, and mom even agreed to staying out of your…personal affairs, as long as you take them elsewhere, or when she's not there. You'd have all the food you can eat, and stay healthy. Plus, you'd be right there, so we can patrol together more often." Faith was uncharacteristically quiet for a couple minutes as her mind processed what Buffy was offering her.

"Well, B. I gotta say…you really thought this one out, didn't you?" She seemed disbelieving.

"I'm serious, Faith. I want you to come live with us." Buffy placed a hand on her forearm, and Faith's eyes followed its path. "At least think about it."

"Well, you know. This place is all right. It's got all I need already. A bed, a shower, and a television."

"The TV doesn't get but three channels, and that's all practically fuzz. The only thing you see is the weather channel, the news, and infomercials with Richard Simmons trying to 'sweat with the oldies.' Honestly, Faith. Just think about it?"

"Yeah, okay. I'll think about it but I'm not making any promises." Buffy smiled warmly, and moved to stand. "Leaving so soon?"

"Yeah, I promised Willow I'd meet her at lunch in the library." Buffy looked thoughtful for a minute. "Would you like to join us?"

"Nah, I got a five course meal already prepared here. Plus, I still wanna catch up on my zzzz's."

"The latest." Faith sighed as Buffy moved to the door, and grabbed the nob. "B?" Buffy turned around, and she could tell Faith was struggling internally to say something. "Thanks…for coming by, you know? I wasn't gonna say anything but thanks." Buffy smiled warmly again, and opened the door.

"You're welcome, Faith. Think about it. The offer will always stand." With that, she left the ratty motel room, and Faith took her pants back off before falling back down on the stained mattress.

As she stood at the doorstep, Willow mentally chastised herself for still not having the nerve to ring the doorbell with ease after two years of dating Fred. She tentatively moved her finger to suppress the glowing button after three times of failed attempts. Finally, her fourth try succeeded, and she found herself nervously fidgeting with her hands, waiting for the door to open. Standing there seemed like an eternity to Willow, as she checked her appearance one last time before the door opened. She had chosen a simple, elegant black gown to wear for the dance, deciding that black was safe, since Fred had kept her dress an outfit. When the door finally opened, Willow was greeted happily by Mrs and Mr. Burkle, who quickly ushered the teenager into the foyer.

"Willow, dear. Come in. Please. You look gorgeous. You two will be the talk of the party." Mrs. Burkle beamed as she glanced over Will's outfit. "Fred, baby! Willow's here."

"Coming!" Willow shifted from one foot to the other, trying to hide her blush and nervousness of the evening's festivities. As she continued fidgeting, a sound came from the top of the stairs, and she looked up, and noticed Fred gliding down the stairs soft as possible, and her hands were held in front of her. She was wearing what Willow could only describe as heaven. The dress was simple and elegant, just like hers. But the sky blue silk was outlined lightly with little white flowers that only helped capture Fred's slender form. Both girls caught sight of each other, and couldn't contain the huge excitement in their eyes and smiles. When they finally stood face to face in the foyer, neither could say anything. Their eyes refused to look away from each other, locked in an early dance of their own. The promise of many close dances to come was evident in their sighs.

"Well, girls." Fred's mother and father moved to usher them to the door. "I'll leave the front door unlocked for you. Willow, are you still staying with us tonight after the dance?" She reluctantly moved her eyes away from Fred's gaze to acknowledge her mother.

"Of course it's not a problem. Like I continually repeat, you are always welcome here. Now, get going you two. You don't want to be late for your last Homecoming. Tell the others hello for us." Fred hugged her father and mother as Willow waited outside the doorway.

"Behave you two, and be careful." Fred's father admonished, before closing the door behind the two girls. They stood there a minute before they broke down into a fit of giggles, which ended up pulling the two girls' bodies closer together. Willow moved first, wrapping her arms around her girlfriend's waist. Fred mirrored her actions.

"You look…wow." Willow leaned her head back to take another gander down Fred's form.

"You look pretty wow yourself." They leaned in to give each other a quick kiss before breaking apart and sighing dreamily. When the two finally broke their bodies apart, Fred immediately grabbed Willow's hand, and squeezed lovingly. "Well, this should be fun."

"I almost forgot about that. Stupid Snyder, and his hoop-of-the-week." The two girls made their way to Will's mom's black Explorer, and drove to the dance, hand in hand.

Upon seeing the two girls enter the Bronze, Xander nudged Cordelia's shoulder lightly, and nodded in their direction.

"Wow. I can't believe hormones on parade actually have some sort of fashion sense tonight." Cordelia shook her head disbelievingly as in if in utter shock. "I'm amazed." Buffy made her way to the table, and sat down beside the two.

"Cordelia, just because they have their own unique forms of dress style doesn't make them any less fashionable. Actually, they always look cute." Cordelia looked aback at Buffy's comment.

"Okay, out of the people at this table, who exactly is fashion queen?" Buffy just rolled her eyes, and let it go.

"So, Buffster, who did you talk into bringing you to the festivities this evening?" Xander rubbed his palms together in an excited manner.

"Actually, Faith. We went on a quick patrol before coming here. Changed in a mausoleum before coming here."

"How romantic." Cordelia rolled her eyes in sarcasm. Just then, the other two girls reached the table, bouncing happily with their hands still attached. "Look, guys, it's cuteness personified." Willow scrunched her eyebrows together in an angered movement, meant to deject Cordelia's further commenting but she was too happy for it to go on too long.

"Hey, guys! The place looks great. Who's the band?" Fred nodded towards the stage.

"Local band that's played here a few times. Most of the members go to school with us. Dingoes Ate my Baby." Xander scooted his chair over to give the girls room to fall into place.

"Hmm…didn't that guy Oz play with them? You know, Will. They guy that had that crush on you all last year. He was all about him some of you." Fred moved to sit down as Willow recalled the embarrassing rejections she had to give the poor guy.

"Yeah, whatever happened to him?" Willow looked around the table for answers until Buffy spoke up from her spot.

"Actually, he turned out to be a werewolf. Remember last year when we had those problems? Yeah, he turned out to be the wolfy culprit. We tried locking him up for a few months during the full moon but turns out that the wolf took over him completely, and he went wild, the demon completely took over him. Felt sorry because we actually knew him but I ended up silver staking him one night that he got loose. There wasn't anything left of him."

"Oh, that's sad." Willow frowned, and Fred rubbed her back gently before she came up with an idea.

"Do you want something to drink, Will?" Willow nodded, smiling at her girlfriend. Fred moved out of her seat. "Anybody else want something while I'm there?" The other shook their heads, holding up the cups that they already possessed. "Okay." She turned towards her girlfriend. "I won't be gone long."

"Better not be. I have plans for you later." Willow shot her eyebrows up quickly before Fred blushed, and ducked her way to the bar, giggling all the way.

"Woah, Will. Totally loving the…" Xander motioned between her and the empty seat beside her. "…extra sparkage going on there. What gives? You two have been uber-touchy lately." Willow sighed dreamily again before Fred returned with their drinks. Xander just leaned back in his chair at Cordelia and Buffy's glares, choosing to let it go for the moment.

"Well, I for one…" Cordy was interrupted when she noticed Gunn approaching behind Fred and Willow, dressed up in a sharp black suit. He cleared his throat, and at Cordy's look, and the noise, Will and Fred turned around to find him standing there.

"Excuse me, Willow but I was wondering if I could borrow your beautiful date for a dance or two?" He looked hopeful, and Willow couldn't help but give in when she noticed Fred smile.

"Well, as long as you promise to give her back. I suppose if she says okay." Fred and Gunn both smiled, and Fred moved out of her chair. Seeing Gunn's predatory smile, Willow fired her own. "But you better bring her back, or you'll have to suffer the wrath of Willow."

"And the wrath of Willow is something that forces of nature even cower before." Buffy was impressed that her friend was allowing this, even though they both knew that she didn't actually own Fred. She just knew that Willow was aware of Gunn's apparent affectations towards her girlfriend, and Buffy was impressed at how mature Willow had grown over the three years she had known her.

"I promise." He held his hand out, and Fred followed him to the dance floor. Willow watched after they left, and her face fell. Xander and Cordy decided to dance, too, and they followed the other two to the dance floor. Buffy moved next to her best friend, and placed a comforting hand over hers.

"You okay, Will? You look like Deflato girl there." Will smiled at her friend's comfort, and tried to perk up to some degree.

"Well, why didn't you say something, Will? Fred would've understood. Matter of fact, she was probably thinking the same thing, and was confused why you said okay. She probably thought you didn't have the parallel train of thought." Willow sighed dejectedly, and again tossed a gaze over at the dance floor, noticing that her girlfriend was laughing at something Gunn had said. It probably wasn't even that funny.

"To want Fred all to myself tonight? I mean, obviously, she's my girlfriend but…I know she has other friends that probably want to talk to her. I'm just being selfish girl. I didn't want her to think that."

"You're not being attachy girl, you're just being loving. Fred gets that because she's more than crazy about you. You should've seen it when you two walked in earlier. Even Cordelia's mouth dropped. I think that Gunn was just jealous. You know that he is, or he wouldn't have moved in like that." Willow smiled at her friend's words, and squeezed her hand from atop hers.

"Is something else bothering you?" Willow sighed deeply before nodding her head.

"I'm being drama girl lately. And before you argue, we both know that's true. It seems that every time I turn around my mind goes on overdrive about us. Fred's dad brought up college the other day, and I'm scared, Buffy. I'm honestly scared. I don't want to lose her but I don't want to be the reason she chooses a certain school. I know she's thinking the same thing but when I saw her face the other day when her dad brought it up, she's not ready to talk about it yet. I could tell. I'm honestly scared."

"What are you so scared of, Will? You guys are the twosome of cuteness. I'm sure things will work out. Just give it more time. You'll see, things will come around." Willow hugged her friend, and sighed when they broke apart.

"You're right. I'm just gonna march over there, claim what's mine, and make with the happy." She stood, and nodded her head once for added emphasis. Resolve face firmly in place, she marched to the dance floor to retrieve her girlfriend. Buffy watched Willow walk away, and she couldn't help the frown or the sigh that emanated from her body. This is bad. I've really need to fix this before it gets even worse. She continued watching her two friends pull each other close, and sway to the slow music.

"Ahh…now I get it." A deep, smoky voice brought Buffy out of her reverie, and as she turned her slightly to reveal a somewhat fancified Faith.

"What is that you get exactly, Faith?" Faith sat down next to Buffy, and leaned back as if observing her for the first time.

"You're over hear making with the mellow, while the others are out their making with the merry."

"So? What's the point?" Buffy turned more towards Faith, getting frustrated that she was being too vague. Faith just smirked as she leaned forward conspiratorially.

"You want Red." Buffy began to argue but Faith interjected. "Don' deny it. I saw you checking her out, and you had a little bit of green in your eyes showing more than usual. Don't worry, though. I won't tell. We're five by five. That's between you two." Buffy slumped her shoulders, and leaned back in her chair, causing Faith to do the same. "Explains a lot about you."

"How is that exactly?" Buffy asked, her gaze intent on her two friends swaying to the point where she couldn't tell where one's body ended and the other's began.

"Okay, wanna vague that up a little more? Enough with the cryptic. I get enough of that with Angel."

"There. There's one point. Angel. You couldn't make with the slaying until he laid a fang on your beloved girl toy. As soon as you found out, you were on him like you were protecting the Holy Grail. Come on, B. Wake up and smell the seduction." Faith smirked satisfactorily as Buffy rolled her eyes dramatically.

"Well, Faith, since you seem to know everything, tell me then, what exactly should I do?"

"Do? Are you kidding me? You're asking me for advice, blondie?" Faith has a look of mock shock, then upon seeing Buffy's major frown calms down. "Look, I'm not good at this stuff. The longest relationship I've had lasted…well, about twenty minutes, actually. They're not my thing." She shifted uncomfortably in her chair. "Do you love her?"

"I'm not sure." Buffy allowed her gaze to return to her friends. "I just figured this out two nights ago, I'm trying to deal with one emotion at a time before I go into a super wiggins." Faith sighed, and let it go.

"Well, that was nice." Fred opened her front door, pulling Willow along with her. Willow followed in, and the two girls quietly tiptoed up to Fred's room. They giggled, and fell backwards on the bed next to each other.

"It was a great night, wasn't it?" Willow turned facing Fred, and leaned up on one elbow; Fred mirrored her actions, and allowed her hand to make lazy circles on Willow's arms, relishing in the feel of the smooth skin underneath her fingertips, and smiling when she noticed the familiar goosebumps rise.

"Yeah. Except for the cleaning up part but that's not important. You were great tonight. Well, you're great all the time but tonight, I don't know…there was something there; I could feel it. It was like we were extra connected, maybe I'm just crazy." Willow scoffed gently, hoping she didn't sound silly. Fred moved stray red locks behind Will's ear as she let her hand linger on her cheek, caressing the worry lines away with the pad of her thumb.

"I felt it, too. It was like magick. You're magick." She leaned in, and kissed her chastely while continuing her stroking motion with her thumb. "You're so amazing, Willow. I've never met anybody like you before, and to be honest, you made me a better person." Willow mirrored Fred's earlier actions of hair placement, and blushed fiercely under her admiring gaze. "I was into some bad things back in Texas. My friends and I were always partying, smoking weed, drinking…having sex." She said that last part quietly, averting her eyes elsewhere. Willow sat up, causing Fred to follow, and she took her hands within her own.

"You never said anything about that before. Well, I mean, you told me you've had sex before but you never mentioned the other stuff. Why didn't you say anything?" Willow had her worry face on, wondering where her girlfriend was going with this sudden confession.

"I don't know. I guess I thought I wasn't good enough for you. You were all pure, innocent Willow. And I was Fred, the new girl with a mysterious past. When we moved here from San Antonio, I figured that I would just fall into the same crowd as my friends from Texas. I never would have imagined that this is what my life would be like. I don't know, I'm being silly." Fred averted her gaze again, and Willow lifted her chin to bring her face to face with her resolve face.

"Never think that you aren't good enough for me. You're more than enough. I get scared that I'm gonna lose you sometimes but never, ever doubt that I love you. You and Buffy are the reasons I am who I am today. I'm no longer computer nerd Rosenberg. You give me confidence, and spirit. I love you, Fred. You didn't have to hide that stuff from me." Fred's relaxed again, and Willow pulled her in for a crushing hug that resulted in her lips being pressed firmly against Fred's neck. When she reached the place behind Fred's ear, she heard her gasp then moan. Taking the initiative, and finding a huge dose of boldness hidden underneath her many layers, Willow moved one hand to hold her side, rubbing up and down with her thumb, while the other hand folded down the string from Fred's dress, kissing her way down her shoulder. Fred responded by wrapping her arms around Willow's neck, pulling her head in closer, and playing with her silky hair.As Willow moved to remove the other strap, Fred moaned again.

"God, Will. The magick in those lips…" On cue, Willow moved up, and kissed Fred passionately, knocking them both down on the bed. Willow moved her hand up, down, and around Fred's body, anyplace she could find, satisfied by the pleasured moans and gasps coming from her girlfriend's throat. Deciding to up the ante a little, she licked Fred's bottom lip with the tip of her tongue, requesting to enter her mouth. Fred had no problem relenting to the eager request, as her tongue followed Will's into her girlfriend's mouth, tangling together, making a dance all their own. Fred moved her arms down Willow's back, unzipping her dress slowly, making sure that her other hand followed behind the zipper as more skin was revealed. Willow moaned in response, and both girls broke apart suddenly, aware of what was going on but not wanting to stop.

"Fred, your parents," Willow whispered conspiratorially, and Fred's only reply was completely divesting of Willow's dress, while tugging out of her own.

"Don't care. They sleep like logs." Fred moved her attack on Willow's mouth again, pulling her down atop her once more. Willow had no problem following as Fred's tongue did that little twisting thing that sent shivers throughout her body. "We'll be extra quiet." Willow nodded a little too enthusiastically, and Fred giggled as the two girls moved under the covers. Fred again seized Will's mouth before moving down her body, making sure to pay special attention to her sensitive spots. When she reached the spot just above her chest, Fred looked up at her, and with action Will had never seen the girl take, her bra was gone. Wanting to make it equal in the nude department, Willow moved her hands behind Fred, and removed her lacy bra as well. Skin on skin, Fred continued her attack on Willow's body, savoring every piece of flesh that she could wrap her fingers and mouth around. Willow continued playing in Fred's chestnut locks, pulling her head closer to her body as she rounded her breasts. When Willow's breathing starting to become labored pants, and Fred could sense her girlfriend's need, she slowly divested her silky underwear, and pulled hers off as well, attempting not to break contact with her body.

Fred continued to lick, suck, and kiss her way down Willow's body until she reached her navel. Twirling her tongue inside, she moved back to blow cool air onto Will's increasingly warm body. Willow giggled slightly in response, and Fred giggled slightly before returning to her exploration. She moved lower down her body, and felt Will tense slightly when she started to move her way up the inside of her left thigh. She stopped, breathing heavily.

"You okay? I can stop, if ya want?" Her voice was oozing with lust, and she looked up to find Willow biting her lower lip, eyes piercing her own with need and arousal.

"No. Don't stop." Willow sounded as though she was pleading, and Fred nodded before returning to her previous actions. She reached up with her hands, and grabbed Will's hips to keep her grounded, then moved up to kiss her intimate parts. Using her tongue, Fred held Willow down to the bed as she thrashed wildly, her whimpers and moans enough to urge her in the right direction. She felt Willow relax completely under her arms, and hurried up the bed to capture Willow's inevitable scream. No sense in waking my parents up. Wouldn't want to explain this. She quickly wiped her mouth on the sheet before moving up, and kissing Willow as the first of her screams began to explode through her body. Fred moved her hand back down, rubbing Willow's center, allowing her to ride out her orgasm as far as possible. When she felt Willow go limbless under her, she released her mouth, and received an overly satisfied grin, and a breathless moan. She waited for Willow's breathing to come back to normal as she pushed sweaty locks from her forehead, and watched her lover in the afterglow.

"Good thoughts?" Fred arched an eyebrow seductively, showing her agreement that what just happened was beyond intense.

"The best." Willow was still panting breathlessly, and tingling all over but she reached for Fred, and pulled her into another soul-searing kiss. Letting go, she sighed pleasurably, and allowed Fred to snuggle into her body. "That was…wow."

"You seem to be at a loss for words tonight. This is a first. I have succeeded in making babbling Rosenberg speechless twice tonight."

"Yes, I do. And I just so happen to enjoy our sappiness factor, thank you very much." Her eyes rolled back in her head in pleasure as Fred outlined her stomach, and kissed her shoulder.

"Oh, yes. Very good. You get two extra gold stars this week because you were so good."

"Yes, ma'am." Fred leaned up, and kissed her girlfriend again before snuggling up again. Willow decided to get a little sneaky, and ran her hand down Fred's back, wrapping her hands around her chest, and playing with the breast that she found there.

"Now, I think I should give you those two stars right now." She shifted in the bed until she was hovering above her girlfriend.

"Will, you sure about this? I mean, do you want me to guide you through again? Let me know if you're not sure how, and we'll get through it together."

"I'm research gal, remember? I may have looked up some pointers. I guess it's time to test out my theories." She moved down Fred's body until she was hidden under the blue sheets. The remainder of the evening was a result of Willow's thorough research, Fred's quiet moans, and snuggles before dreamland claimed two extremely satisfied, grinning girls.

"Hate to break up the girl on girl action here but Giles needs us in the library." Xander stood over his two best friends out in the quad as a very mischievous looking Buffy straddled Willow's hips, while tickling the girl underneath her.

"Okay, Xander. We'll be right there. Just…uh…" Willow looked up at Buffy, then back at Xander. "Give us a minute. I have to get a certain slayer off of me first." Buffy giggled, and Xander stood there, hands tucked underneath his pits, while grinning goofily at the two girls. "Um, okay?" He snapped out of his naughty Buffy and Willow thoughts, and turned his attention back to the real world.

"Oh, right! Yeah, see you there." He walked back to the doors, and Willow sat up, coming face to face with Buffy, as she was still straddled easily over her friend's body. The two girls looked at each other a moment before starting to giggle loudly.

"Poor Xander. We probably just fed him a month's worth of sheet changes in the mornings." Buffy was reluctant to move off of Willow, all she would have to do would to lean in a little, and she would be able to claim the most kissable mouth she'd ever seen. She licked her lips subconsciously, and tuned all of her senses into the warm body below hers. The green tea smell of Willow's shampoo and body wash, the hint of aloe that's evident in her lotion, and the smell of Gain from her laundry. Buffy was finding it more difficult by the day to keep her intentions purely platonic, and she found herself flirting more, finding more ways to touch her friend, and even simply staring at her best friend when she wasn't aware. Even though the tickle fight started as a battle to retrieve her pencil back from Willow, it had continued long after she had said pencil returned. She had relished every single move of her fingers and hand up and down Willow's body, giving her the ability to discover sensitive spots to tap into later. She tried to fight with herself to keep away from Willow but the more she was around her, the more she was aware of her, it seemed that her body was possessed, and refused to heed her own warnings.

"Are you, um…gonna dismount? 'Cause I don't exactly have the strength to move you off myself. I guess I could try it with magick but you saw me with the pencil earlier. Don't think that you'd exactly want to float in the air. Not that I would float you, or anything…just, you know. Okay, stopping now." Buffy smiled at her friend's babble, and fought every urge in her body to stop her words with her lips pressed against Willow's. Why am I like this? I've never been like this before. I really need to find help. It's like I have no control whatsoever of my body, and the way I'm feeling now…sooo not a good thing.

"Sure, Will." Buffy dismounted her friend, and felt her body protest against her own weight but she managed to win the battle this time. She stood and brushed the dirt from her black pants, and helped Willow off the ground. As the girls made their way back into the hallways of Sunnydale High, they continued their journey to the library.

"So, Buff. Are you ready for the big bad mayor?" Buffy linked her arms into Willow's, and quietly sighed.

"And, of course, the things we deal with everyday are normal. It doesn't surprise me, actually. I've been super hyped all week. Tonight's gonna be great!"

"We've had the stuff ready for a month now, I still don't understand why Giles insisted on waiting until now."

"Something about the phase of the moon. We need it in this particular phase tonight because we can form a protection spell around you, Faith, and Angel before you head in to City Hall. That way, none of the mayor's goonies can detect you coming."

"Protection spells? Wow, Will. You're getting major with the mojo. Wicca girl strikes again." Willow blushed at the compliment but quickly lifted her head in excitement.

"Plus, we can give some extra magickal juice to your sword! It'll be so cool. Oh, but you have to be super careful not to touch it yourself because it's meant to stun the mayor, and that would be bad if one of you were stunned instead. Maybe I should rethink the stunning sword idea." They reached the library, and noticed that nobody was in there.

"Giles? Anybody? Hello? Guys?" Buffy and Willow looked around but couldn't find anybody in the library whatsoever. Shrugging their shoulders, they sat down at the table, assuming that Giles went to get something outside the library. "So, Will. You and Fred. How is that going?"

"Great! I mean, it's like lately we've been super in tune with each other, and neither of us can figure it out."

"Wow. The two smarty pants can't figure out a problem, guess that means we're doomed." Willow playfully slapped her forearm but Buffy's reflexes caught her hand midair, and she continued holding it, staring into Willow's eyes. "You have beautiful eyes, Willow." Willow blushed, and averted her eyes from Buffy's gaze embarrassedly.

Buffy internally admonished herself for letting her tongue slip, and decided that it was something supernatural, and she would have to talk to Giles about this new 'problem.'

"Thanks, Buffy. Yours…yours aren't so bad, either." She giggled, which broke the tense moment, and both girls relaxed again. "No, I mean. It's probably nothing. It just seems like lately I can feel her tension even when she's not in the room, or I can feel when she's happy when we're…ya know." Willow once again averted her eyes, and her face looked like it was on fire for a second.

"Well, Will." Buffy once again tried to hide her jealously of Fred but for some reason, she could never control herself from bringing up the other girl, despite her need to think of other things in Will's presence. Pretty flowers. Puppies. Sunday naps. Spike being bitchslapped. Think happy thoughts. Don't let the slayer part take over with the jealously. Happy, happy, happy, happy.

"Buffy, are you okay?" She snapped out of her 'happy' mantra, and regarded Will's presence again.

"You sure? You kinda looked like you were about ready to tear some vamp's head off. Dammit. That was supposed to work, not make it worse.

"Yeah. I'm fine. Nothing to worry about. Look, I don't think Giles is coming, so I'll see you tonight, Will. Alright? Okay, bye!" She grabbed her things, and took off out the library doors as quickly as she could without making a big scene, or worrying Willow anymore than she knew her friend would be. She couldn't be around the girl right then, in case she did something that would hurt her or her friends. She needed to find Giles, and figure out what was making her act this way, and she needed to find out fast.

"Giles! Giles!" Later on in the day, as she managed to avoid her best friend, Buffy stormed into the library, distressed, and in need of some serious answers before the night's big battle, when she knew that she wouldn't be able to avoid her friend. Giles came out of his office quickly, and with a distressed look on his face.

"Buffy? Buffy, what is it? Are you hurt? Did something happen?" Buffy huffed her way past him into his office, and sat down in his desk chair, causing him to watch her in disarray.

"Shut the door. I have a problem." Giles nodded his agreement, shut the door, and sat down in the chair opposite of hers.

"What is it, Buffy? You never gave me a heart attack coming into the library like that. You know that today is extra tense, and that we're all at our highest levels of concentration. Now, what is your problem?"

"Well, Buffy that's a normal concern considering the circumstances but you need to remember that she made her choice in this matter. You can't go…"

"That's the thing, Giles. I don't! But something's going on, and I'm afraid that I won't be able to control myself."

"Control yourself? Whatever do you mean?" She stared at him for a minute, then sighed dramatically, and stood up to start pacing the tiny space. "Buffy, calm down. Sit, and we'll figure this out." She nodded in her distressed state, and sat down, slumping forward in the chair. "Now, what makes you think you won't be able to control your strength around Willow?"

"It's not my strength, Giles. It's something else. Something's happening to me, and no matter what I tell myself, or try and force myself to do, my body and tongue usually do the complete opposite. It's…it's like when I'm around her, I have no control of myself, and I need it to stop before it gets worse. Giles, what's happening to me?" She began crying, hanging her head in her hands. Giles moved to place a comforting hand on her shoulder, the only thing his stoic British upbringing would allow him.

"Well, Buffy. Tell me exactly what the problem is. What is your body and, um, tongue protesting against." She was silent in her sobbing for a moment, and then looked back up at him teary-eyed.

"I don't know. I tell myself that I need to stop, and not do anything rash, despite what my body is really feeling. It's like a constant battle between my body and mind, and every day, it seems my body is slowly taking over. I can't her, Giles."

"Well, yes. Of course not but I need you to be more specific. If we're going to figure out what is happening to you, then I need you to give me details, certain encounters when this loss of control occurs. Is it only with Willow?"

"Well, okay. Give me an example." He moved back in his own chair, removing his hand from her shoulder. She sighed, trying to catch control of her emotions.

"Last night." She looked up at him guiltily, and he nodded for her to continue. "Well, when we were all here preparing for tonight's big battle. When everybody would be doing their own things, and it would be just me and Willow together…" She swallowed hard, and hiccupped back another sob. "Well, I would find myself doing things that I know that I shouldn't be doing, and feeling things that I tried not to but no matter how hard I fought it, it kept coming out anyways."

"Please, Buffy. What is it? You need to give me more specifics. How terrible are these things? Are you harming her in any way? Has she noticed?"

"About a month ago, I had one of those epinephrine thingies. You know, when you realize something suddenly?"

"Well, I realized that…well." She moved her head to the side, and mumbled at first before she saw Giles give his scolding expression, causing her to look up, and try and hurriedly say what she need to a little faster than the human ear can comprehend.

"I'm sorry. What was that, Buffy? Please speak more clearly. That's the second time you've said something that I had no idea what you said." She sighed deeply before gaining her courage, putting on her resolve.

"Oh." Giles hurriedly removed his glasses, and polished a hole practically through the lenses. "I see. Well, th-that is quite the epiphany. What brought this on all of a sudden?"

"I'm not sure. We were just there, and all of a sudden it's just like 'BOOM!'" She added her arms to add emphasis, causing Giles to snap back at the sudden movement and exclamation. "Sorry, Giles."

"Quite all right, Buffy. Please continue." He placed his glasses back on his head but still held onto his rag.

"Well, it's like. All of a sudden, I'm completely aware of Willow's presence. I can smell her coming from the distance, and my body and thoughts are constantly wondering. I was able to control my reactions at first but this past week, it's become really, really bad."

"Well, I'm trying to hold off, you know? Because I don't want to hurt her, or scare her, or lose her in any way. I don't know what I'd do if I didn't have my Willow with me, no matter if she's just of the purely platonic variety. I need her, Giles, and my body and mind both agree with that but my body has taken more incentive lately."

"Well, um…could you give me an example there? But, please, nothing too, well, um…"

"I get it, Giles. You want the PG version. Not to worry, there's nothing going on to that variety yet but I'm afraid that I'll force her or something, and I don't want that. I need my control back before things get really, apocalyptic bad."

"For you, maybe not but for me…it's hard, Giles. Playing this mental and physical battle when I'm around her, and I even scowled at Fred the other day. Giles, I scowled! At Fred! It's gone beyond just Willow, and this needs to stop. It needs to stop now. Fix this! I need you to fix this now!" Giles sighed, and leaned back in his chair, his heart truly distressed for his slayer.

"Well, Buffy. I'm afraid love doesn't work that way. You can't just make it stop because you will it to do so. It takes time and patience."

"But Giles! I made it stop with Angel. Why can't I stop this? My body never fought control before like this, not even when I'm slaying. This is almost supernatural."

"Well, I do agree on some level that this is odd but most of this is your hormones battling with your emotions. It's common in adolescents, and maybe there's more of this in slayers, although I've never studied such a case. I'll give a call to Council, and have them research this."

"What? Giles, no! I need this fixed now, before tonight. Before I see her again, I can't keep doing this. It's just so hard. It's too hard. Giles…I can't do this anymore. I need you to fix this now." She broke down again, leaning forward, trying to hide her emotions from her father figure. She was truly embarrassed that this was happening at all, and she just wanted answers, and for everything to stop hurting so much.

"Buffy, you love Willow. There's nothing that you can do about that other than give it time. We both know that you don't want to ignore her because that only makes things worse, just give it time."

"Well, I would suggest talking to your mother, or even Willow herself. Maybe discussing this with her would give you back control of your actions before things, er, get out of hand as you say they are."

"What? Giles, no! I can't talk to Willow about this! She'll hate me! And what about Fred? Giles, I don't want everybody to hate me."

"Well, Buffy, I still suggest talking to Willow about all of this. She is a mature young woman, and she happens to be your best friend. Maybe you should give her the chance to help you through this, and together you will be able to gain your control again." After she was quiet for a moment, Giles began to speculate something. "Buffy, tell me. Does it bother you more that you love Willow, or that you have no control when you're around her?" Her head shot up in shock.

"How can you ask me that? I could never be bothered by loving Willow. She's what keeps me going, don't you understand? Have you not been listening? I can't hurt her, she means too much to me. I touch her too long, too often in what seems purely platonic but is way more to me, and I linger a little to close to her body, and find silly excuses to be near her. She's all I ever think about lately, and it's effecting my slaying. This loss of control thing."

"Wait for what?" Her face screamed with so many emotions: confusion, heartache, love, lust, adoration, selfishness, and selflessness. All she wanted was to fix this but she would not wait to make the world safe again so that she would have a chance to fix it.

"For the attack on the mayor. Do you think we should postpone until next month?"

"Buffy, I you're clearly not at your best right now. If something has been affecting your slaying, then maybe we should postpone. I don't want you going out there merely to get hurt."

"No. We fight tonight. I'm tired of dealing with him. We end this tonight, now that we have a chance. I'll just stay away from Willow as much as possible tonight, and make sure that when I am around her, somebody else is there, too. I won't postpone this."

"Alright, Buffy. Then, let's go over what will be required of you tonight." She nodded her agreement, and they continued to talk shop in his office. Unbeknownst to the slayer and watcher, a familiar figure was hearing the conversation from the library's entrance.

"Well, that sure explains a lot of what's been going on between those two." Cordelia Chase tapped her foot in annoyance, and realizing that she wouldn't be able to get Giles to retrieve the books she needed for a paper, she decided to leave the library. "It's always slay this, slay that. What about normal activities, like say, me needing research materials for my English paper?"

"Faith! Behind you!" Faith quickly spun around as she knocked the vamp she was currently fighting to the ground. Clutching her stake tightly, she lunged after the one running head on at her. As he jumped in the air, she kneeled down on one knee, and plunged the stake into him, turning him into ashes as he flew over her. She moved quickly to the vamp that was still lying on the ground, and dusted him. Then, she moved back over to help Angel dispose of the five vampires that he was attempting to fend off. Standing back to back, the two nodded, and did a quick sweep, Angel taking on two, Faith disposing of the other three. Once that was finished, they swept the dust from their bodies before taking a breather from the nonstop fighting that had occurred so far that night. When they arrived at City Hall, the three fighters started to quickly dispatch the vampires and demons that the mayor had roaming about that evening. Willow, Amy, and Fred had finished the spell, and gave them the signal that the mayor would probably be alerted that he was now vulnerable, and might not know he has super strength until they started to fight him. Buffy saw this as a good weak point to start with, and ran ahead of them, hoping that the mayor hadn't already discovered his increased power. With Willow's stunning sword, Buffy had taken off towards the mayor's office, while Angel and Faith tended to the minions. They had been fighting for what seemed like hours, and had encountered some rough spots but still found themselves still alive or undead, depending on how things are viewed.

"Yeah, hope B saved some for us." They began running through the building, in search for the mayor's office.

"Or not. According to Giles, our best chance at killing him is by stunning him, and then decapitating him. Willow mentioned something about the strength of twenty demons alone."

"I wasn't really paying attention. Not my gig. Where is this place anyways? The building can't be that big."

"It's down here." Coming upon the door, Angel smashed it open, and revealed a kneeling Buffy with bloodstains, and a distant look. "Buffy? Buffy?" She didn't look up, and the two other fighters carefully made their way into the room. Angel went to Buffy's shocked form, and looked her injuries over. Faith stood at the door, keeping guard in case any other nasties decided to come out and play. "Buffy? Can you hear me?"

"Yeah, it's me. Buffy, what happened? Where's the mayor?" Suddenly, Buffy broke out into a fit of hysterics. Angel wrapped his arms around her, rocking her back and forth.

"Yo, Fang! What's the what?" Faith stayed guard by the door, peeking out and in to see what the hysterical cries and laughter from Buffy were about exactly. "She finally go crazy or something?"

"I don't know, Buffy's not talking. We need to get her out of here." Angel wrapped his duster around Buffy, and picked her up, cradling her in his arms, as he noticed the sword by the mayor's desk. "Faith, grab the sword, and follow me. Let's get back to the library." Faith moved to grab the sword, and they ran out of City Hall as fast as possible, returning to the library within fifteen minutes. Angel swiftly moved Buffy's now unconscious form on the table, and Willow went to grab the first aid kit, while Fred tried to move the chairs, and spell remnants out of the way. Faith laid the sword down on the library counter, and the others just stood back to allow room for Willow to bandage Buffy's injuries. Giles, Xander, and Cordelia moved over to Angel and Faith, hoping for answers.

"What happened? Is she going to be okay?" Xander jumped in, hoping that his friend was going to be okay.

"I'm not sure. She ran ahead of us to get the upper hand in surprise, and we were fighting the other vamps and demons off. When we got to the mayor's office, we found her kneeling on the floor, blood everywhere, and an emotionless expression, like she was somewhere else. When she finally reacted, she broke out hysterically, and we ran straight here. She passed out on the way over."

"Faith, you're hurt." Cordelia moved to notice the cuts on Faith's knuckles, leg, and arms.

"No, you're bleeding. You need to clean those out before they get all infected, and gross. Something that's not all that attractive."

"Yes, I'm afraid Cordelia's right, Faith. You should have your injuries fixed, especially if you want them to heal right."

"Yeah, whatever." Cordelia ushered Faith to Giles's office, and grabbed the other first aid kit to clean her cuts and scrapes. Angel, Xander, and Giles continued their conversation.

"What of the mayor? Did you see if she defeated him? Were there any traces of much of a fight?" The three men kept sneaking glances towards the table, where Fred and Willow were tearing at Buffy's clothes to give them better access to clean her wounds.

"We didn't see anything. All we saw was Buffy in that trance like state, and the sword. There were real traces of a struggle but there was a lot of blood. You could smell it in the air." Upon seeing their glances, Angel backpedaled. "Well, I could smell blood in the air, and it wasn't just Buffy's. Something happened in there, and it was nasty. The room reeked of it."

"Well, that's good. We don't know if the mayor's dead, we have two slayers down, and our other witch had to finish her calculus. It's like an apocalypse with homework."

"Xander, there is no need to jump to conclusions. Once Buffy returns to consciousness, then we'll find out exactly what happened. I'm afraid she's the only one at this point." The boys slumped their shoulders in defeat, fear for Buffy and the world evident in their body language but none of them wanting to deal with the consequences of a super mayor on the loose in Sunnydale. They may have set him up for an early ascension instead of reversing the original one. Meanwhile, Cordelia was padding rubbing alcohol onto a large gash on Faith's arm.

"Yeah, well. Not so sure about that but there were a few." Cordelia looked up to find Faith looking out Giles's office window, staring at Willow, Fred, and Buffy. "You're worried about Buffy."

"Who, Buffy? When is she not like a lunatic? This isn't news." She finished the wrapping, and grabbed the silver things to hold it together.

"I have no idea what went on in there but she went crazy mad. There was something in the air in that office. It was bad. I could feel it, like pure evil."

"Well, you're all patched up." Faith nodded, and they all gathered around the library, waiting for Buffy to return to the land of awake. It was dreary, and eerily quiet as hour by hour, the Scooby gang awaited their petite leader to stir. Willow was asleep with her head on the table, holding one of Buffy's hands in her own, while Fred slept with her head in her arms right next to her. Angel had to leave, since dawn was approaching, and Cordy had left earlier, having Faith walk her home. Xander was asleep on the stairs, while Giles was dozing in his office. Suddenly, Willow woke up to the movement of Buffy's hand squeezing in her own. She managed to look around, finding Fred next to her, and Xander on the stairs, snoring. Same old Xander. Aww…Fred, you're too cute. She leant over, and kissed her girlfriend's temple lightly, not wanting to wake her. She moved back up from her chair, checking on Buffy's wounds. Slayer healing was in full affect, and many of her bruises and cuts had disappeared but the major ones still remained. With no warning, Buffy suddenly shot up from the table, taking on a defensive posture.

"Buffy, it's okay. It's me. Willow." Willow moved over, and placed a gentle hand on her friend's shoulder, causing Buffy to calm down, and look into her eyes.

"Will? I thought I lost you. Oh, Will." She grabbed Willow into a fierce, slayer-powered hug.

"Oxygen. Buffy, breathe," she gasped out. Buffy released her strength but still held the girl in her arms. Then, she completely released the girl, and Willow not wanting to wake the others, grabbed Buffy's hand, and pulled her through the school until they reached the lounging area. Sitting on a couch, Buffy once again pulled Willow into a hug. "Not that I mind the sudden hugging but what happened?" Buffy released her, and looked her in the eyes, while placing her hands high on her thighs. "Buffy, what happened in the mayor's office? Angel and Faith said that you freaked out, like had a total mental breakdown in there. Did you kill the mayor?" Buffy sighed, averted her eyes, and then found Willow's once more.

"That's great, Buffy!" Will's smile could only make Buffy smile in return but her smile quickly faltered as she remembered last night's fight. "What's wrong? Did something happen? Are you still hurt? Buffy, lay down. Did I miss a cut?" She moved to check Buffy's body over again but Buffy moved back in defense.

"No, you didn't miss anything. I'm fine. Well, physically fine. Something happened in there, Will. I don't know what it was but it was strong. I stunned the mayor with your sword, and just when I went to cut his head off, he started talking to me. Saying all sorts of things that made me back off, and I couldn't kill him."

"Yeah. No, I killed him. I just couldn't kill him while he was talking. It was like I was hypnotized, I couldn't control my actions, and I had to stand there and listen to him."

"Awful things, Willow. He got inside of my head, and I couldn't get him out. It was like he was pulling my internal thoughts, my biggest fears, desires, and fantasies, and using them to attack me. He was waiting for something."

"Maybe he was stalling so that the stunning power would wear off, and he could attack."

"Maybe. I don't know. Then, he said something that sparked something in me, and I went crazy. I started slashing at his body, all over the place. There was so much blood. So much evil. It went all over me. I couldn't get it off of me. It stained me, and then I just went into some sort of trance. I didn't want to think about it."

"Why not? Buffy, what's going on?" Willow's face was a mixture of concern and fear for her best friend. She placed her hands atop Buffy's that had moved even further up her thighs.

"The body…" Buffy began to sob. "The body just exploded, and I couldn't get him off of me. It was all over me. His evil, everything he had done in the past. It just sifted right into me, and I couldn't get it to leave. I'm a bad person."

"No, no you didn't. The mayor was hardly a man. He was anything but. He was doing something to corrupt you into thinking something that wasn't true. It's not true, Buffy. We're here. You're here. Everything is okay again. You saved the world from being destroyed!"

"That's what I do. I'm the slayer. Will?" Buffy rubbed her hand even further up Willow's thigh, moving inward towards her center with Willow's hands still atop of hers. Willow's took in a sharp intake of breath but did nothing to stop the attention, not knowing why.

"Buffy? What are you doing?" She looked up to find Buffy's extremely lust-filled eyes, and even though her inner self was screaming that was wrong, she still did nothing to stop her movements.

"Willow. The mayor. He said some things about you and me. The thing that caused me to suddenly go primal, and snap out of my daze was you." She leaned in closer to Willow but Will still did nothing to stop her.

"He somehow knew that I was in love with you, and said that I could never have you because you hated me. You couldn't stand the thought of me really. That you wanted to get rid of me but you had too big a heart to let me down."

"I know. That's when I came out of the trance he had on me but it wasn't until he said that I didn't deserve to love because I was meant to be nothing but an alone, worthless slayer that would die soon. Then, he said that he had sent his demon fleet here to kill you while we were there. That he'd known about our plans, and was prepared. When he said that you were already dead, something snapped inside me. It was primal, and suddenly, I was only kill. I had to protect you. When I snapped out of it after I'd killed him, I couldn't believe that you were dead. I had lost my will to live, and I just stayed there, in a trance, waiting for some big ugly to come, and just take me out. I can't live without you, Will." Their lips were only inches apart, and their breaths were causing goosebumps to form over their bodies, and hairs to stick up on the back of their necks.

"Buffy…" Willow sounded pleading but also like she wanted to say something else. She was suddenly stopped by a pair of slayer lips on her own, kissing her greedily, and predatorily. Willow leaned into her, responding to the kiss, as Buffy slipped her arms around Willow's waist and neck, pulling her head in closer to intensify the kiss. When she heard Willow moan into her mouth, Buffy moved her tongue into the other girl's mouth, starting a sensual dance with the other girl's tongue. Buffy moaned in response when she felt Willow loosen up in her arms, and wrap her hands around Buffy's waist. Just as Willow was about to run her hands up Buffy's back, both girls heard a man clearing his throat loudly.

"Buffy? Willow?" They broke apart, faces flushed, hair tousled, and breathing rapid, and found Giles cleaning his glasses furiously, averting his gaze, Xander standing gape-jawed with a little drool hanging from his chin, and Fred shocked with an extremely hurt expression on her face before she turned and ran down the hall back towards the library. Willow moved around the couch, in hopes to follow her girlfriend.

"Fred!" She shouted at the retreating figure. Xander came out of his reverie in time to grab a distraught Willow. He wrapped his arms around her struggling form, disallowing her to run after her girlfriend. "Xander! Let me go! I have to talk to Fred!! Xander, let me go! Please. You have to let me go. Fred…" She broke down sobbing, and her body went limp, bringing Xander to the floor with her. Buffy just stared at the scene before her. Giles cleaning his glasses, wide-eyed with a look of anger, Xander comforting the woman that she loved, and Fred throwing open the library doors.

"Well, Buffy. I think that I would rather like to talk to you and Willow in my office when you, um, are finished here." He placed his glasses back on, and turned, walking towards the library himself. When he reached the library doors, they flung open with Fred running the other way, retreating from the school without having to bypass them. Buffy felt as though she lost everything, and walked towards the library as though she were walking to her execution. Once again, something had taken control of her body, and she couldn't stop herself from kissing Willow with all the passion and fervor that she that could muster. Xander helped Willow stand, and they made their way to the library behind her. It was one extremely uncomfortable experience for the core Scooby gang. One that they would never forget.

Winifred Burkle had not left her bed for three days except to use the bathroom, and change the movies occasionally on her television. Her parents were seriously worried about their daughter, especially since she had missed school, which she had never done, even in Texas when she was sick. She always insisted that she was fine, and was out the door before they could protest. Now, though, they were seriously worried. She wouldn't even take phone calls, even from her girlfriend. She wouldn't talk to either of them, she just retreated into herself completely, and they were at a loss of what to do. They had tried everything that they could think of, even making her favorite meal but she still wouldn't budge from the niche she formed under her blankets.

When the doorbell rang, they were hoping that Willow was on the other side so that she could figure out what was wrong with their daughter. Instead, they found her best friend. Cordelia Chase greeted them kindly, and they were relieved that she was there to talk some sense into their daughter. Making her way up the stairs, the Burkles prayed that the leggy brunette could figure it out.

She didn't even bother knocking on the door. She had heard from Xander what exactly had happened, or what he saw of the happenings. He explained how he, Fred, and Giles had woken up to find Willow and Buffy gone but both of their things still there. Figuring they had just gone for a walk, or to the bathroom, the three decided to try and find them, in fear of something being wrong. Instead, they had stumbled upon Buffy and Willow seriously making out in the lobby. Cordelia had to hit him in the back of the head to break him out of his dazed state to get him to finish the story. He then explained how Fred ran away, and out of the library without saying anything, and then how Giles had talked with Buffy and Willow in his office. Giles asked him to leave, and he reluctantly did, since he wanted to stay because Willow was in serious turmoil. After Fred hadn't shown for school the next three days, Cordelia decided it was time to find her friend.

"Go away." Fred's voice was quiet, and distant. It almost didn't sound like her because there was no chipperness or excitement seething from her tone. Cordelia just shut the door behind her, and came over to sit on the bed, placing a comforting hand on her friend's arm. Fred didn't even react; she made no sounds or movements. "Please go away."

"Please just leave me alone." Cordelia sighed, and decided to bring out the big guns. She pulled Fred's blankets off of her, and stood at the foot of the bed, waiting for Fred to at least snap. Angry Fred would at least mean that she had reacted. Instead, the girl still lie there lifeless, curled into a fetal position.

"Fred. You need to get up. You smell like Xander's gym socks, and trust me, that is a place you never want to be." Still no reaction, and Cordelia went over to kneel by the bed, bringing her face to face with the girl. Fred wouldn't look at her, and Cordelia almost panicked at the pitiful sight of her friend. She appeared hollow, like something had completely torn out all of her insides, and nothing was left of her except this shell. "Fred. Get up. I'm not going to beg." Fred just began to blink away tears, trying to hide her emotions. Cordelia noticed this, and knew she could break through finally. "Fred, if you don't get up, I'm going to have Buffy come over here and kick your ass out of bed."

"Why not? She's already kicked me enough." Then, Cordelia knew she hit a spot. Just a little further, and she knew she could break her down.

"Yeah, well…get your ass out of bed before Willow gets here." With this, Fred turned around, and Cordelia could see the girl's whole body shaking, her sobs louder than expected. "Fred…"

"No. Not until you talk to me about this. You have to talk to somebody. There's no sense in you being all mopey, depressed girl. It doesn't bode well with you. Now, get up before I am forced to call in backup." Fred turned her tear-stained face around just enough to see that Cordelia had on her 'queen bitch' expression, and that she would in fact do something drastic if she didn't do what she was told. Dejected, Fred reluctantly sat up, and hugged her knees tightly to her chest. Then, Cordelia lightened up, and moved to grab a box of tissues, handing one to Fred who took it, and wiped her eyes. For a few moments, the only sound in the room was Fred's sniffles. "Xander told me what you guys saw."

"What makes you think that?" Fred's head snapped up in anger. Cordelia internally patted herself on the back, proud that she was getting a response.

"Gosh, Cordy, I don't know. She didn't look like she hated it very much. Matter of fact, quite the opposite. They were all over each other." Fred finally jumped out of bed, and started pacing the room in angry strides. Cordelia just sat back, and let the girl fume. "I didn't want to stick around, and have to hear Willow tell me it's over. I'm not ready for it to be over. So I ran, I couldn't deal just then. Hell, I still don't think I can deal. I'm not sure that I can ever deal. It just…it…it hurts sooo much." With that, she slumped to the floor in a ball of sobs. Cordelia joined her, and started rocking the girl back and forth to soothe her crumpled form. "Why does it hurt so much? I feel so empty. Cordy. Please…tell me." Cordelia moved back to look at her friend's face once she calmed down.

"Fred." She sighed, and moved the hair behind Fred's ear that had matted to her forehead from three days worth of sweat and tears. "Fred, I know it hurts. But…there's something that you should know before you jump to conclusions." Fred looked up pleadingly at Cordelia, and Cordy almost broke her resolve and cried herself at the childlike ache that was emanating from her best friend's friend. "Willow…she didn't kiss Buffy." Fred looked confused, and then her anger started to swell again.

"No, look. Yes, she kissed her back but something strange has been happening." Fred dropped her anger, confused. "Buffy has somehow lost control of herself, like something has completely possessed her body's reactions. She kissed Willow, yes. But, I can tell you that she is probably more than angry at herself, no matter how much she liked it." Seeing Fred begin to get angry again, Cordy quickly continued. "You see, Buffy is in love with Willow. I'm not sure how Willow feels about her. She's always been too caught up in you for any speculation to be raised. Willow is so crazy about you, and I know that right now, she feels as empty as you do. She's been walking around school, and she's just not herself. There's none of that infamous babble, which is actually soothing to my ears for once to have her get to the point directly instead of going around everything else to get to it." Knowing that she was getting off subject, Cordy quickly backpedaled. "Anyways, the point is it may be nice but it's not right. I miss the two of you babbling, and being so cute that it's nauseating. You need to talk to Willow because this depression mode you two have gone into is more annoying." Fred sighed, and stood up with Cordelia.

"I guess that you'll never know until you talk to her. Plus, seeing how she's been acting, I don't think that's on her agenda. Things are confusing right now, especially with this supernatural thing that's taking over all of our emotions. Giles has been researching, and Xander and I have been trying to help but what he really needs is the two smarty pants in the family. Now, get up, please take a shower…not just for you but for all of us, and get dressed. I'm taking you out for some ice cream."

"Yes, ice cream always makes things better. Now, get going." Fred nodded, and went to begin the process of getting her life back.

"Hey, Will." Buffy stood at her friend's doorway, while Willow gripped the door nervously playing with the door knob. "Can I come in?"

"Then, can we talk inside? It's kinda cold outside. See? Cold." Buffy breathed, eliciting a mist in the air. Willow nodded, and they moved into her living room.

"Yeah, probably." Both girls sat down on the couch, facing forward, hands on their legs, neither one speaking for a minute. "Will…I'm sorry."

"You have nothing to be sorry for, Willow. I was the one that was all with the move making. You were only the receiving end."

"No, not with you, Will. You were great. Man, you have no idea." Buffy again averted her eyes, then turned towards Willow on the couch, and Willow mirrored her actions so that they could face each other. "Something has been happening to me, and I'm not sure how to explain it without telling you something first. I'm afraid to, though, because I know it'll change everything between us, and I don't want to lose you."

"I'm in love with you." They both were quiet for a little while, until Buffy spoke up again. "And, I've tried to hide it. I was doing fine there for a while but then, all of a sudden, my body started reacting on its own, and I couldn't stop things from happening, despite what I tried to do. It's like I had lost complete control of my body, and it reacted on its own. I don't understand it but it's true. I would try to avoid doing something irrational but all of a sudden, when I was around you, especially alone…I found myself saying things and doing things…" When Buffy noticed Will's labored breathing, and downcast eyes, she quickly explained. "Willow…it'd be like I found myself touching you longer, lingering to touch you more often. Holding your hand, hugging you longer, playing with your hair, the other day when I was tickling you. Saying things that I try not to say out loud."

"No, I do, that's the thing, Willow. I don't want to do them because you have Fred, and you're happy, and that's all I could hope for but it's like I can't control my reactions or actions to being around you. The other day, when I…when we…even though I wanted more than anything to kiss you, I knew that I couldn't but my body refused to listen to the actions that my mind was telling it. Something's messing with me, and it's even messing up my slaying. Like in the mayor's office, when he was able to get to me like that. The trance, all of it…the way I went all grrr…on the way to the office, the fact that the vamps I encountered managed to get in all those good jabs. All those cuts and bruises, I should've been able to take them easy but something was controlling me. I need help, Willow. I talked to Giles about this, and he's been researching the past few days but nothing is coming up, and before I do something I truly regret, I needed to talk to you about all of this. I needed my Willow to help fix this. I'm scared." Buffy's tears were coming down in puddles, and Willow's just sat there, transfixed to her spot, tears sneaking up behind her own eyes. "Please, don't hate me." Buffy sounded pitiful, and that snapped Willow back to reality.

"Buffy, no. I don't hate you. I could never hate you. I'm just…I didn't understand why you kissed me. It's all been confusing, and Fred…she won't talk to me. It feels like I'm being pulled in a hundred different directions, and I don't have anybody to help me put myself back together. Not being with Fred, it's like…" Her tears were now falling freely, and she wiped at them, wanting to be strong. "I miss her, it's like I'm not complete if she's not there with me."

"More than anything but Buffy, the confusing part is that I kissed you back. I knew what you were doing but I didn't push you away. The part that has me going in a hundred different directions is that I liked it…when you kissed me. It was like I was on fire, and I couldn't pull away. I'm not sure what that means exactly but I'm still very much in love with Fred. I just can't lose you, either, Buffy. I need you, too." Both girls looked at each other for a few moments before they sighed. Suddenly, Buffy started to laugh, and Willow soon joined her.

"We really are crazy. Willow, I missed you, and yes, I'm not going to deny that I love you anymore. Maybe that'll help me get my control back, I'm not sure, we'll see but I never want to hurt you. We'll get Fred back for you, if it's the last thing we do."

"No, thank you, Will for being so cool with all of this." She motioned between herself and Willow. "So, what now?"

"Well, I'd say we get together with Giles, and start to figure out this control problem. If it's effecting your slaying, too, then I'd say somebody has some sort of a spell, or controlling device that's causing you to act this way. Once we figure that part out, then on with the sneakiness to figure out who's doing it. Somebody must want you at your worst so that they can get away with something big."

"You're right, maybe we should call her in, and have Giles talk to her, see if this thing is effecting her, too." Willow thought about it for a second, and then threw all cares aside, and grabbed her best friend in for a hug. "Will? Are you sure this is a good idea? You know, with the no control thingy…"

"I don't care. I need a Buffy hug, they're known to cure anything that's ailing you."

"Especially those." Both girls sighed, and pulled apart. "See, no touchy, feely. It's all good for now, and I even got my Buffy hug!"

"Is Fred around?" She listened intently to Mrs. Burkle on the other end. "Oh, okay. Well, when she gets back, can you tell her that Buffy called? Thanks." Then, she hung the phone up, and turned back to Willow. "She's not there. She went out with Cordelia. Something about ice cream."

"Nothing to worry about, I'm sure, Will. This is a good thing because we at least know that she's left her house now. Cordelia must've gone over, and pulled her out of bed. I'll bet she was mopey girl, too. Worse since she didn't even come to school."

"Yeah, she wouldn't even take my calls. Her mom said she refused to talk to anybody, even me." Willow looked downcast and sad again.

"Will, I'm sure she just needed time to deal. How would you have reacted if you caught her doing…you know…with Gunn?" Willow's head shot up scared, and the nervousness and anger was seeping off of her waves. "Calm down, it's just an example to prove that Fred just needed time to figure things out for herself. Now, apparently Cordy managed to break through, just like we just did here."

"You're probably right. It just hurts. I feel like I'm no longer me if she's not with me, you know?"

"You're welcome, Will. It's what I do…I'm like best friend extraordinaire. Well, when I'm not trying to stick my tongue down your throat that is, which won't happen again. We'll fix this, and things will be back to normal in no time. I promise." Both girls sighed resolvedly, and smiled at each other. They weren't sure what was supposed to happen next but they figured that they could only go up from there.

"How about strawberry?" Cordelia was trying to help Fred pick out a flavor of ice cream, and so far had only succeeded in several shakes of the head, and many explanations of why each particular flavor wasn't suitable.

"Well, what about this flavor?" She pointed to an advertised cutout of a new flavor. "Double chocolate mocha delight. Sounds interesting. It's new, which means that you have nothing to associate this with her."

"We were supposed to come here this weekend to get it." Cordelia let out a frustrated sigh, and gave up suggesting. "Look, Cordy. I appreciate really, I guess I'm just not in the mood for ice cream right now."

"That's fine. We'll just take a walk or something." When they left the shop, they started walking down the dimly lit streets back to Fred's house. The sun had set while Cordelia was going through all thirty-two flavors, and the girls were now tuning in more to their surroundings in case a vamp was looking for a snack.

"Thanks for getting me out of the house. I'm not sure how long I would've stayed in my room before my parents started to call a therapist. I think they thought I'd gone crazy or something."

"Well, you know what I mean." They walked in companionable silence before Fred finally made a decision. "I'm gonna do it."

"No. We've already, ya know…just, I'm gonna do it. I'm gonna go over, and talk this out. You were right. It just hurts is all."

"Good because I really hate walking in these shoes." With that, the two girls walked back to Cordelia's car, and made their way to Willow's house. When they got there, they saw Buffy walk out the front door. Cordy saw Fred's body tense. "Don't jump to conclusions. They probably had things to work out, also. Go get your woman. Now shoo!" Cordy practically pushed Fred out of the passenger side, and watched Fred walk to the door reluctantly, pacing several times before she actually suppressed the illuminated button. She saw the two girls standing at the doorway, saying nothing, and when Fred finally walked in, and Willow shut the door behind her, Cordelia drove away.

"Hi." Neither girl knew what to say. When Willow opened the door, she suspected that Buffy must have forgotten something but when she opened it, she saw a very nervous and fidgety Fred instead. Without saying a word, Fred swept by her, and Willow shut the door. Now, they just stood there frozen, not even daring to look at each other. "Would you like something to drink maybe? Or, a seat? Would you like to sit down? Maybe a snack? Have you eaten? I can probably order a pizza or something. Or, there's…"

"Will. Willow." Both girls stopped, and stared at each other, still frozen in place. "Let's sit down." They moved to the living room, and sat down exactly where Buffy and Willow had been earlier, the seats still slightly warm from their previous conversation.

"So…how are you? You haven't been to class for a few days. I tried to call your house but your mom said you didn't want to talk."

"Willow. What happened?" Fred didn't want to break down again so she opted to play furiously with the hem of her shirt sleeve instead.

"You don't know? How could you not know? We saw you…I saw you…you and Buffy. If you don't know, then you're not as smart as everyone thinks." Fred stared at her, her eyes boring into Willow's, screaming for an explanation that wouldn't hurt.

"You're right something happened. Just tell me, please. Why did you kiss Buffy? I thought we were happy. I thought you loved me." Fred's tears were flowing free again, and Willow's dam broke once she saw how much her lover was aching.

"No, it's not like that. I do love you. More than anything. We were happy, it's just that something happened. I didn't mean for it to but it did. It wasn't planned."

"Of course I do, she's my best friend." When Willow saw Fred's eyes avert to the couch cushions, she laid her hand on her bended knee. "But it's not like the love I feel for you." Fred looked up, seeing only sincerity and love plastered on Willow's elfin frown.

"Of course not. I could never want that. But you took off before I could explain."

"Explain that you had your tongue down Buffy's throat? I think I got the memo." Fred looked away from Willow again, sarcasm pouring from her every word.

"I know, and I'm sorry doesn't seem to cover it but that's all I have. All I know is that one minute, Buffy's telling me how she killed the mayor, and then she kissed me."

"Did you like it?" Willow was quiet, and Fred looked back up to find that she was now avoiding eye contact. "Will?"

"Yes." Her reply was so quiet that Fred barely heard it but she had, and she felt her heart shatter all over again. She started having trouble breathing, and all she could hear were her gasps for air, as she felt like her life were being drained from her slowly. Willow noticed her girlfriend start to struggle for breath, and quickly moved to help. She pulled Fred's head down in her lap, and stroked her back gently, saying soothing words to help calm the girl down before the panic attack became too strong. Fred didn't protest, and clutched onto Willow's legs, sobbing into her lap. "Fred, baby. Just because I liked it, it doesn't make it right. What we did, we know that but something else is wrong. Buffy…she's, well…she's in love with me." Fred's sobs grew stronger. "She's somehow lost control of herself, her actions and reactions towards people and things, especially around me and while she's slaying. We think something's trying to control her, make her weaker, like it's feeding off her biggest fears. She said it's been gradually happening for awhile now but it wasn't too serious until the other day with the mayor." She rubbed Fred's back gently, as the other girl started to release her death grip on Willow's legs. "She didn't mean to kiss me. As a matter of fact, she was trying not to but her body acted on its own. I know that still doesn't help matters that I didn't stop her…but you have to believe me when I say that I want to be with you." Fred's sobs had died down to a gentle whimper, and her grip was loose on the side of Will's shirt now. Fred's words were mumbled into her stomach but she could make them out clearly.

"I know, baby. I hurt, too. And so does, Buffy, and we're going to fix this, and once we do, everything's going to be perfect again. You'll see." Willow cupped Fred's chin in her hands, and pulled the girl's head up to look her in the eyes. "We'll make it perfect again. I promise. I love you." Fred saw the sincerity and love in her eyes, and she relaxed a little, nodding her head before turning it to kiss the palm of Willow's left hand. "We'll be okay." She turned her head to kiss the other palm, and leaned into her face into it, her senses overthrown by aloe and green tea.

"I love you, too." Willow smiled warmly, and let a deep sigh of relief wash over her entire body, and moved Fred into a tight embrace, continuing to rub her hands along her back. "I'm sorry that I acted so harshly."

"No, no. You didn't react harsh. You reacted naturally. Like a human. It's one of the reasons I love you so much."

"That, too." Both girls giggled softly. "But because you have such a big heart, and you love things, you love me so much that your heart broke. Mine did, too. I deserved it. I should have stopped it but I didn't. Then, I saw you running away, and it was like I felt my life leave me. I didn't feel whole anymore. When Giles talked to us after that, I barely registered the conversation. The only thing I could think of was how much I hurt you, and how much I wanted to make it go away but it wouldn't, and I was afraid I would never see you again."

"Willow. I love you because you're not a demon, too. I felt the same way, and I can't promise all flowers and candy romance right away. I think it'll take time but…I don't want to lose you. You complete me."

"Okay, Jerry Maguire. Give it up. You know you had me at 'you're not a demon.' I'll take what I can get, as long as it's you." Fred moved back to look at her girlfriend, and after a few seconds, leaned in, and kissed the worry lines on her forehead.

"Well, then. You can have me." With that, Willow nodded, kissed Fred gently, and moved back against the couch as Fred snuggled into her, as she wrapped the blanket on the couch around their forms.

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Loving Willow

by Rin

Copyright © 2005

rin_wag@hotmail.com