What Lies Beneath by AnnaLuna

Rating: NC-17
Disclaimer: The characters and their backgrounds are not mine. I borrowed them from some people at mutant enemy who make their living by creating great characters and telling great stories with them. The stories on this web page are mine, however. Please ask me before doing anything with them other than reading them.
Distribution: /www.annaluna.net/
Forever Faith: /mysticmuse.net/faith
The Mystic Muse: /mysticmuse.net
Anyone else, if you ask, I can't imagine I'd say no.
Spoilers: Buffy Season 4 – Who Are You? Angel Season 1 – Sanctuary.
Feedback: Always always welcome. I live for the random praise of complete strangers. I defer willingly to those who've been at this longer, and appreciate any ideas to make it better.
Author's Note: Not only does this story deal with same-sex relationships, but it also deals with the ramifications of alternative lifestyles. The views expressed by certain characters are not necessarily endorsed by the author, they're simply how the author thinks those characters would behave in these situations. For example, Buffy is very straight in this story, so if you have a real problem with that, you might want to find a different Willow/Faith story to read.
Pairing: Willow/Faith

Summary: What might have happened if Willow walked in on Faith while she was enjoying herself in Buffy's body.

Faith stares at the reflection in the mirror, trying to see past the blonde hair and blue eyes to what is inside. If she looks deep enough, will she be able to see the traces of her true self, locked deep within the shell of the other slayer?

God how she hates that girl. She looks down at her new body. The clothes are too nice, too Buffy for her so she turns to the closet and tries to piece together something new. Skimming through a mess of ruffled blouses and torn jeans she finally feels something interesting. With a sharp yank, the burgundy leather pants burst free from the closet's grip.

"Now that's more like it, B," Faith smiles and tosses the pants onto the dorm room bed before diving back into the closet for a complimenting shirt. She finally settles on a black, sleeveless knit top. After, all it saves her the trouble of ironing, and it's tight enough to suit her tastes.

She starts unbuttoning her shirt as she saunters over to the bed. Once free of the shirt, appraises the borrowed body, the smooth stomach, the small rounded breasts. Before she realizes what she's doing, her hands start to roam over the surface of Buffy's skin-her skin. They reach the top of her jeans and start to slide into the slayer's underwear before Faith becomes aware of her actions.

"Get a grip, Faith," she chastises herself and shakes the images from her mind. She unzips and slides out of the jeans and dumps them unceremoniously onto the floor next to her. She reaches down to pick up the leather pants, but stops and redirects herself. "After all, it's my body now," she mumbles as she walks over to a full length mirror and studies the form in the reflection. Shifting her weight back and forth, like a model on a catwalk, Faith watches the figure dance. It's like having a Buffy Robot, she muses. Anything I want it to do, it does.

"Touch yourself," Faith commands her reflection. The hands lift up and grab her breasts. They smash the bra and her fingers twist the nipples inside the fabric. Faith's breath quickens and her pupils dilate as she slowly draws one hand down the flat stomach to the top of the pale blue panties. She's afraid to move too fast, as if it will break the spell and the vision will dissolve back into the brunette. How many times had she touched herself, imagining she was touching Buffy; imagining Buffy was touching her? Watching Buffy touch herself in the mirror, those fantasies were rising to a new level.

She feels her pulse quicken between her thighs as first one hand, then the other slips past the barrier of her underwear to the soft slinky mound inside. She softly teases one finger between the folds as a surge of passion flows through her. She opens her mouth and a gasp escapes, and in the mirror, she watches Buffy react as well. As she slips another finger into the slick center, the door handle rattles. Startled, Faith whips her hands free as someone knocks on the door.

"Buffy?" Willow's voice calls from the other side, slightly confused. Faith walks quickly over to the door and unlocks it, forgetting the fact that she's practically naked.

"Re-Willow!" She says breezily. "Will, hi!" she says again, over-compensating for her nervousness, and for almost calling Willow by a nickname she's pretty sure the slayer never uses.

Willow takes one look at the blondee's practically naked body and looks away quickly.

"Um, Buff?" she says as she studies the windows behind the slayer's head. "Any reason you decided to answer the door in your undies?"

Faith pales momentarily but quickly recovers. "Oh, you know," she said casually, "I was changing and forgot I locked you out. But hey, we're roommates, it's not like you haven't seen any of this before, right?" She forces her self to walk casually back over to the bed as Willow steps in the room and shuts the door behind her.

"Uh, huh," Willow says nervously. Faith picks up on her tension and watches the redhead as she walks over to her desk and puts down her books. Willow grabs a book out of her bag and sits down on her bed. She avoids looking at the still-undressed blonde as much as possible.

"Willow?" Faith says slowly. Willow does not look up. "Willow?" she tries again.

"Huh?" Willow looks up, directly into Faith/Buffy's eyes, almost as if she were afraid to look elsewhere. She's clearly hiding something, Faith decides.

"What's a-matter, Roomie?" she drawls, placing a hand on her bare hip. "Are you always this uncomfortable in your own space?"

"N-No, it's just..." Willow takes a deep breath to brace her self. "We need to talk, but you have to put some clothes on first." She buries her face back in her book.

Amused more than anything else, Faith shrugs and walks back to her clothes. She feels Willow's eyes on her and the pieces start to fall into place. Red's got the hots for B, and she hasn't figured it out yet. A malicious smile spreads across her face. Time to play.

"Gosh," she says with mock despair. "These leather pants are so tight that I can't wear this underwear with them. What do you think, Willow? Should I wear a thong, or nothing at all?"

A deep red blush creeps up Willow's neck, but she refuses to look over at her friend. "I don't know, Buffy," she says meekly.

"Do I even own a thong?" Faith wonders aloud as she heads towards the dresser. Eventually, she finds the underwear drawer and digs until she finds what she's looking for. She hums softly to herself as she trades up to the sheer black thong, and tosses the blue panties over by the hamper. They just miss the basket.

"Oops! Clumsy me!" she giggles with Buffy's voice and walks over to the hamper. She turns so that her back is to her roommate and bends over at the waist to pick them up. While folded in half, she sneaks a peak at Willow, who is looking at her over the top of her book. Their eyes lock for a second and Willow hastily looks away, the blush rising back up her neck to her cheeks.

Wondering just how far she can push Willow, Faith walks back to the bed and slips into the leather pants. She walks over to Willow and pivots to her side a few feet away.

"So what do think, Will?" She asks as she sticks her behind out. "Any pesky panty lines?" Faith moves her hands slowly across her ass as Willow looks on, almost in pain from her discomfort. She looks up at Buffy and sees the amused look in Faith's eyes. The color drains from her face as she realizes what's going on.

"Know what?" she asks, having paused with her hands resting suggestively on her hips.

"You know..." Willow tries again, "You know that I...I..." She looks up at Buffy, her eyes moist with unshed tears. Faith suddenly softens, remembering with it was like when she came to a similar conclusion herself. Buffy wouldn't have mocked Willow the way she had mocked Faith, or teased Willow the way Faith was teasing her now, Buffy would have been kind, understanding even. And if Buffy felt the same persuasion, Faith concludes, she would seize the opportunity.

"Hey, it's okay." Faith sits down on the bed, facing Willow. "You're into girls now, right?" Willow nods her head, and swallows back the oncoming tears. Faith places a comforting hand on the girl's thigh. "That's cool, Willow, really it is."

Willow nods her head again. "It's just that, I wasn't sure how you'd take it. I mean, with us being roommates and stuff."

"You think I'd let a little something like that stand in the way of our friendship? Besides," Faith feigns coyly. "I kind of understand where you're coming from...." She watches as the realization sinks in.

"You?" Willow's eyes widen. "You like girls?" Faith nods with a slow smile. "But-what about Angel, or Riley?"

"Well, just 'cuz you start liking girls doesn't mean you have to stop liking guys, does it?" Faith beams at Buffy's friend, making a mental goal that by the end of the night, to have the redhead in her bed. Well, Buffy's bed anyway...or Willow's...or up against a wall or-

"I guess not," Willow concedes. "And here I thought you'd freak out or something."

"Not freaking, Willow, definitely not," Faith says gently. She leans in to kiss the girl chastely on the forehead, but at the last minute, redirects her mouth, and places a slightly less-chaste kiss on Willow's lips. She pulls her head back far enough to look Willow in the eyes.

"Willow?" Faith asks, making Buffy's voice as smoky as possible. She smiles slyly as Willow bites down on her lip in frustration. Faith's eyes bore into her, willing the timid girl to make the right choice. Willow's eyes flick down to Buffy's lips then back up to her eyes. Then back to the lips. Faith wills herself to stillness, and keeps her impatience in check. One wrong move at this point and Willow would run away.

Willow moves to close some of the gap between her mouth and Faith, but the move is so small, so quick, that it could almost be considered a unconscious twitch. Tentatively, she stretches her neck and touches her friend's lips with her own. She presses harder on them, officially kissing her best friend. Shyness suddenly overcomes her, and she pulls away, blushing, and giggling slightly.

"You giggle?" Faith says with a playful smile. "You kiss me and then you giggle? Man, do you know how to tease a girl."

"Sorry," Willow says demurely. "It's just that...Buffy I'm really new to this. I have no idea what I'm doing or anything." She sighs, embarrassed.

"That's okay, Willow. We can take this as slow as you'd like." Going slow was going to bore a hole right through Faith, but there was something about the redhead that kept her from walking out the door. Maybe it was being in Buffy's skin, maybe it was something about the way the freckles always dance on Willow's face when she blushes.

"One step at a time," Faith says warmly. "Do you want to kiss me, Willow?" Her voice is thick with just enough heat to let Willow know how she wants the answer to be.

Willow rises up to meet her this time. The kiss starts sweet, but then Faith opens her mouth, and Willow mimics her actions. Encouraged, Faith gently teases Willow's lips with her tongue. The redhead smiles, but does not break the kiss. After a tentative moment, she duplicates the slayer's actions again.

Faith slowly raises one of her hands and caresses Willow gently on the cheek. She slides her hand softly down the girl's smooth face, and strokes the inviting flesh of Willow's neck. She stops moving lower at that point, waiting for some sign from the redhead that it's okay to continue. Willow, sensing her hesitation breaks rhythm of the kisses and pulls back.

"What's wrong?" Willow asks, her brow wrinkling. "Did I do something wrong?" Faith starts to respond sarcastically, but remembers whose body she's borrowing and tries to think of a Buffy-like answer.

"Not at all," she replies. "I just don't want to do anything that would make you uncomfortable, Willow. I'd really like to touch you, though." She bites her lip to keep from laughing at the cheese-ball line she has just delivered, but it seems to have worked on Willow, who blushes to an even deeper shade of crimson.

"I can't believe I'm more nervous with you than I am with..." She trails off, realizing she's just committed a sexual faux pas: mentioning other lovers.

"Than you are with who, Willow?" Faith says slowly, trying to mask the possessive anger that's irrationally filled her.

"I gathered, that Will," Faith says with a laugh, making a mental note to check out her competition. She already sees the puppy love dancing in Willow's eyes when she thinks about the other girl. Gonna have to put a stop to that. "But who is she?"

"You know," Willow says, her brow wrinkling again. "My friend from the Wicca group. The one I helped when those creepy voice-stealing baddies were in town a couple of weeks ago."

"Right..." Faith says, quickly recovering. "Your friend from the Wicca group. So she's more than just a friend, huh? You two are pretty serious?"

"Yes..." Willow says slowly. "Well, no...well...I don't know. We're sort of, but she's...it's complicated" she finishes lamely.

"I see..." Faith resists the urge to slap some sense into the girl, and thinks Buffy thoughts. She fights against her frustration but is unable to sit calmly on the bed any longer. Trying to avoid the inevitable confrontation, she gets up and walks back over to her side of the dorm room.

"Don't worry," Faith interrupts her. "I should have known I couldn't just walk in here and claim you." I should have known this wasn't going to be as easy as I thought it would be. Nothing in Sunnydale ever is for me. Faith reaches across Buffy's bed and slips into the black shirt. She turns back around to face Willow, but the girl has gotten off her bed and is now standing right in front of her.

"Claim me?" Willow says tentatively. "You...you want to claim me?" The vulnerable innocence in Willow's eyes breaks through Faith's façade. She hadn't expected to get emotionally attached to anything or anyone and actually live in Buffy's world. Her plan was to hang out in Sunnydale until it got boring and then fabricate some Buffy-centered excuse to skip town with nobody the wiser for it. She had always been so obsessed with Buffy that the power the redhead had over her had gone unnoticed until just this moment. And now this flaming siren was reaching out to her...

"Yeah," Faith says, a bit surprised as the words pour out of her as soon as she uncovers them inside herself. "I do. There's something about you, Will. Something I've always wanted to protect, to take care of. To love." To own. She reaches down and takes Willow's hand. "Even before, when we..." When we were on opposite sides of the game... "When all I felt was friendship, there was something about you that I wanted."

"Buffy, I had no idea you..." Willow says, equally surprised. She lifts her hand and wipes a tear off the slayer's cheek. "Buffy," she says again, and leans over to kiss the slayer again.

The unsolicited kiss is bittersweet for Faith, who wishes Willow would call her by her own name. Trying to remind herself that she is Buffy now, Faith redirects her attention to the willing redhead.

Faith slides her hands around Willow's waist and pulls the girl closer. To compensate, Willow's arms slip around the slayer's neck. Her hands glide into the blonde hair as Faith's hands roam up Willow's backside. With an eager moan, Willow presses her hips against Faith's leather pants. From too timid to begging for it in less than 30 seconds, Faith muses as her hands stray over Willow's behind. Just the way I like it.

Willow lets out another encouraging moan as Faith breaks the kiss and moves her mouth over Willow's sweet-smelling flesh. Her mouth tracks complex patterns of desire as it sucks and nibbles at Willow's neck and the small amount of exposed flesh around her shirt collar. Willow's hands move back and forth on Buffy's body. They are in her hair, across her back, around her waist tracing the curves up the side of her body, and back up around her neck.

"Please don't make me stop," Faith whispers with Buffy's voice into the ear she's nibbling on.

"No," Willow moans as she presses her self against the slayer urgently. "Please don't stop. Don't ever stop, Buffy." That name, again.

With a heated growl, Faith pushes Willow slowly back to her bed. She takes her breasts in her hands, rubbing slowly up and down the sides of them, enjoying the weight. Willow gasps softly as Faith presses down on the hardened nipples through the fabric of Willow's shirt and bra before slipping her hands beneath. Faith's hands feel like ice on Willow's feverish skin as they skim over her smooth stomach back to her breasts. Willow stops her exploration of Buffy's body to remove her own top. She then tugs at the slayer's top until Faith notices and allows it to be removed as well.

Naked from the waist up, except for their bras, the two girls fall onto the bed. Willow giggles as she pulls Faith down on top of her, covering her skin with a shower of hungry little kisses. Faith twists around so that Willow is on top of her and then she sits up, placing the other girl on her lap so that the two girls face each other. As the bras finally come off, Faith pulls Willow closer to her, so that the redhead can do little more than hold on as Faith begins to suckle her breasts. While massaging the other with a free hand, Faith covers a nipple with her mouth, sucking and playing with her tongue as Willow writhes around her. Losing herself in the passion, Faith is quickly brought back to reality as Willow moans the other slayer's name. Irrationally frustrated, she clamps down hard on Willow's nipple with her teeth as she twists the other with her hand.

Willow yelps at the surprising, but pleasurable, pain and rakes her nails across Faith's back in response. Faith arches and presses against Willow's body. They fall down onto the bed, and she covers Willow's body with her own. She continues to work her mouth on Willow's breasts, but slowly moves down, devouring the flesh of Willow's stomach as she grabs greedily at the curve of her waist. She licks playfully while tugging at the waistband of her jeans. She feels the swelling heat rise between her thighs as she presses against Willow's hot center with her face. As Willow gasps, Faith smiles, knowing she could bring the girl to orgasm right now, through the pants and everything, if she wanted to. Faith slides back up Willow's body and the girls roll on their sides as their tongues have a conversation that transcends anything they could possibly say to each other with their vocal chords. Faith's breath catches in her throat as Willow presses her hands against the leather fabric in her crotch. Faith begins to fumble with the button and zipper of Willow's jeans and Willow tries the same with Faith's pants.

Abruptly, the two girls are completely naked in the bed. The cool air of the dorm room flows over their heated skin and almost chills them. They cling to each other for warmth, pressing their throbbing cores together, a mass of slick juices. The girls buck in perfect rhythm, and when the first peak hits, Willow cries out in surprise as the small spasm rocks her body. Faith holds on to the girl and watches as Willow's face slowly melts from surprise to pleasure and relief. As the wave subsides, Faith resumes her attention to Willow. She traces light lines down the redhead's body with her fingertips. Willow, relaxing in a temporary state of bliss, giggles as Faith's hand slips across her smooth stomach, towards her still throbbing center.

"That was nothing, Will," Faith says, lustily, kissing her way down Willow's neck. "That was just the warmup."

"There's more?" Willow asks in amazement, and Faith pauses to look up at her new lover.

"Haven't you done this before?" Faith asks as she brushes a sweaty piece of hair off of Willow's face. "Even if not with that girl yet, I thought for sure you and that werewolf were..." she trails off as Willow gives her a pained look. Oh, shit. What did I say now?

"Oz. Oz was different." Willow's eyes shift towards the ceiling and tears well up, and Faith chastises herself for walking into another dangerous blunder.

"Tell me," Faith pleads softy, and places gentle kisses along Willow's collarbone, coaxing her to open up. Willow furrows her brow pensively, but Faith continues to coo. After all, wouldn't Buffy be all about the pillow talk? "Just relax, Willow, and tell me what's bothering you." She continues to pepper the redhead's skin with soft sucking kisses, trying in vain to outnumber the freckles.

"I love-loved Oz," Willow says as she relaxes onto the bed and stares up at the ceiling. "But there was something...something that didn't feel quite right about the whole thing. I thought maybe I just wasn't good enough at...at..." Willow flushes with embarrassment.

"Sex," Faith says as she looks up from the breast she is devoting her attention to. "You're in the middle of having it, Will, you ought to be able to say it." Playfully, she twists a swollen nipple and Willow gasps. "Unless you want me to stop..."

"Good, now continue with your story please," Faith winks at Willow and clamps down hard on the same nipple with her mouth, sucking fiercely. Willow, not really wanting to continue with the story, nevertheless has something important to share with her slayer, so she gently raises the girl's head.

Cradling Buffy's chin in her hands, Willow looks deep into the other girl's eyes. Faith notices the abrupt change in Willow's demeanor and swallows hard and tries to meet the piercing gaze of eyes brimming over with love and trust for the slayer. Nobody has ever looked at Faith that way, and she's not sure she can handle the intensity, even when Willow speaks. "This is different, Buffy. And it's not just that you're a girl. This is different than Tara, too. This is different because of you. Because you're my best friend. Because you're you. Buffy."

Faith floods with rage. Willow's reaction has nothing to do with her, and everything to do with Buffy. It still came down to Buffy, and even though she technically was Buffy, it was a technicality that grated on her last nerve. Why couldn't she have Willow purring underneath her like this? Why couldn't Willow love her they way she so obviously and unconditionally loved that bitch? What is so special about this blonde casing that causes everything around it to fall easily into place?

"What is it, Buff?" Willow asks, referring to the suddenly pensive look on the slayer's face. Faith breaks out of her anger, and grins slowly, a reckless, but irresistible idea taking root. Hey, nobody ever said I was the thinker, did they?

"Said that was the warm up, didn't I?" She asks, no longer making an attempt to mask the slow drawl of her natural voice, no longer interested in maintaining the lines between her mind and this body. She kisses Willow hard on the mouth and starts to descend down her neck.

"Mmm...Buffy..." Willow says with a lusty smile. Faith's mouth instantly covers hers again. When she pulls back, she looks into Willow's eyes.

"No talking." She instructs. "No words until I say so." Willow nods emphatically, enjoying the game, and Faith leans down to kiss her again. She runs her hands greedily, hungrily over the freckled form, imprinting the girl with her desire. Willow mews softly under her, and demonstrates her appreciation by writing and twisting. She takes Buffy's small breasts in her hands and leans forward to suckle them, but Faith stops her. Willow pouts silently, but Faith is adamant. "This isn't about Buffy right now, this is about you, and me showing you how you make me feel."

Willow reluctantly nods in agreement and remains silent as Faith gently pushes her back on the bed. She sweetly caresses Willow's cheek and leans over her. As Willow's eyes roll back in pleasure, Faith kisses a slow wet line down her neck, between her breasts and around the natural curve of her stomach, enjoying the slightly salty taste of Willow's skin.

She spreads Willow's thighs with her hands and settles between them. She playfully pinches and squeezes the sensitive skin of Willow's inner thighs, and is rewarded with a closed-mouth moan from her playmate. She swirls a single finger in the juices that have accumulated in the folds and rubs against Willow's swollen clitoris. With her tongue, she starts at the bottom of the opening and presses hard, in and up, and wipes the area clean, temporarily anyway.

"Shhhh," Faith murmurs into Willow's secret core, "No talking." The added vibration of Buffy's voice sends another wave of pleasure through Willow, and Faith happily responds to the new flood of fluid. As Faith works, Willow's hands slide down her own feverish body, and into the silky blonde hair of her lover. Faith alternates between sucking and licking, soft and hard, fast and slow until Willow's hands slip out of her hair and grip the sheets next to Faith. Faith's own thighs become slick with moisture as part of her mind reacts to the pleasure she's administering as if it were happing to her.

Resisting the urge to satisfy her own pleasure, Faith uses a hand to gently push against Willow's thighs, pressing the girl's weeping center tighter around her mouth. High-pitched squeals are trapped behind the lips Willow has bitten down, and she thrusts herself against Faith. Sensing how close Willow is, Faith deftly introduces her other hand into the game. She slides one finger, then another into Willow and works her with her hand, freeing her mouth. Quickly now, never breaking stride, she moves her mouth up Willow's body, kissing and sucking as the wetness slides off her face. Willow wraps her arms and legs around the slayer, her imminent pleasure plain on her face. She struggles against her close lips, needing the vocal release to augment the upcoming physical one. Faith smiles, knowing Willow is ready.

"Mmm?" Willow whines as she buries her face into Buffy's neck, smelling the salty slayer sweat. Faith rocks on top of her, her arm smashed between them, her fingers twisting and teasing at Willow. Faith positions herself so that her hand is also half buried in her own dripping core, and the shockwaves of her fingers and Willow's thrusting bring her quickly towards her own brink of ecstasy.

"Faith. Say it," Faith commands, her voice dripping with desire, as she speeds up the rhythm of her stroking. Confused, Willow nevertheless feels the oncoming orgasm surge almost to the surface.

"You think that little blonde twat could ever make you feel like this?" Faith demands, her fury pushing Willow ever closer. "C'mon Red, I want to hear you say it. Faith. My name!"

Willow looks into Buffy's feral, lusty eyes and suddenly understands who's really behind them, even if she can't explain it. Her body is still pinned beneath the stronger slayer, and Faith's hand continues to draw her to release. The momentary disconnection of her mind and her senses is what finally pushes her over the edge.

"FAITH!" The word erupts from her as she goes crashing down the other side of the incredibly intense release. Her whole body shakes with the power of the orgasm as Faith moans wordlessly through her own pleasure.

Satisfied, Faith slides off of Willow and onto the bed beside her. The two women lie there, panting for a moment in silence, before Willow recovers her wits. In a single swift motion she is straddling the body-snatching slayer, with her hands around the other girl's neck. Rage emanates from her as she glares down at the monster in her best friend's skin.

Faith opens her eyes slowly, as if she is drugged. Her mouth spreads into a languid smile even though Willow clearly has the advantage for the moment, and looks upset enough to use it.

"Gee, Red, if I'd known you liked it rough, I'd've gone a whole 'nother route trying to get you in bed."

Faith opens her eyes slowly, as if she is drugged. Her mouth spreads into a languid smile even though Willow clearly has the advantage for the moment, and looks upset enough to use it.

"Gee, Red, if I'd known you liked it rough, I'd've gone a whole 'nother route trying to get you in bed."

"Easy. It's still Buffy's body, and as long as there's a chance you can put her back in it, you won't hurt it." Faith's voice is tight, but still extremely confident. Willow slaps Faith hard, trying in vain to wipe the smug Faith-smirk off of Buffy's face. "Then again..." Faith says with another grin.

"Stop it!" Willow backhands her across the other cheek. Faith chuckles at the angry tears brimming in Willow's eyes. Willow draws her hand back for another slap, but Faith intercepts the blow.

"That's about enough of that. Can't have you damaging the merchandise quite that much. At least not where anyone can see." She smiles another lurid smile up at Willow, whose aggravation is boiling over. Willow's hand balls into a frustrated fist as the other squeezes tighter on the slayer's windpipe.

"What happened to Buffy?" she growls. Faith tries to talk, but her vocal chords are too constricted, so she simply smiles up at Willow, who reluctantly releases her grip enough to let the other girl breathe.

"She's enjoying life as Faith I suppose, which means she's probably drugged and half way to England by now, if I know the Watcher's Council. That is if they didn't just kill her."

"Kill her!?" Willow struggles against Faith's grip on her right arm. Full of hasty anger, she releases Faith from the chokehold and tries to slap her with the left. Faith swiftly grabs the other wrist, and Willow is knocked off balance. With an almost comical look on her surprised face, she starts to topple forward. Faith quickly pushes back and Willow remains upright, straddling Faith with both of her arms stretched out. Naked.

"I'd kill you if I were them!" Willow seethes. Faith laughs and then switches tactics.

"You know, Red," Faith cocks her head to the side. "When you get pissed, your skin flushes so much, I can barely make out the freckles on your stomach anymore."

Suddenly remembering their mutual nakedness, Willow turns a bright shade of crimson and tries to claw at Faith. The slayer takes her fury in stride, but holds Willow in check until the rage subsides.

"That's better," she says to a panting Willow. "Now, let me tell you how this is going to work. I'm going to let go of your hands, and you're going to get up, so you can put some clothes on. I mean, if it were up to me, I'd spend all night like this, fighting and fucking in your dorm room, but I'm guessin' you're not too keen on that idea, are ya?"

"So yeah, let's do the clothes thing now. But one thing, Will." Willow shivers as Buffy's eyes take on that same menacing blue-ness Buffy gets when she's in a deadly mood. "If you even look like you're gonna make a break for the door, you'll be back on this bed quicker than you can blink, and probably not enjoying yourself nearly as much...unless I'm way off base on how rough you really like it, of course."

Willow sighs, frustrated that her powers aren't strong enough or controlled enough to counter Buffy – Faith's slayer-speed and slayer-strength. "As long as you can convince me that Buffy's not going to get killed by the Watcher's council." Faith rolls her eyes.

Before Willow can react, Faith lifts her arms above her head, throwing Willow off-balance as her body slams down onto Faith. Faith easily flips them over, and straddles her pray. She wraps her lower legs around Willow's thighs and pressed down on the fledgling witch's immobilized legs. She transfers one of Willow's wrists to her left hand, and holds both of Willow's arms behind her head. Her free hand slides up the terrified girl's naked body and encircles her neck.

"I'm not sure you're in a position to be making demands, Red." Faith murmurs playfully and squeezes her thighs around Willow's hips for added effect. Willow blanches, realizing that Faith's been playing with her this entire time. She was never in control, she never had any power, except maybe in those first few surprised moments, and even then, who knows what the slayer instincts might have done. She might have been able to strangle her then, but Faith was right. Willow wouldn't risk losing Buffy's body in case – when she came back to claim it. All she could really do now is not give Faith a reason to kill her.

"Please tell me she's safe," Willow tries for frustrated, but it comes out desperate and begging. Faith sighs as if the answer is obvious and explaining it is a waste of time.

"Didn't kill me when Buffy put me in a coma, did they? And they had plenty of time to. Now why do you think that might be, Red?"

"I don't know." Willow says, her eyes darting around nervously. "Maybe they took pity on you. All helpless and stuff."

"Pity?" Faith snorts. "Hardly. If they killed me they'd run the risk of getting another crazy or sub-par slayer out of the deal. As long as the Golden Girl's around, they're not going to press their luck."

"You know she'll find a way to beat you." It was a statement of fact, not a threat. Faith's steady gaze falters briefly, but she puts the wall back up so quickly, Willow is not sure she ever saw it fall.

"Of course she will. Beating me is what Buffies do best." Her tone is dismissive and flippant. "Doesn't mean I can't have a little bit of fun before she does." Willow fights a wave of unexpected sympathy and focuses on the fact that she's being held captive by a cold-blooded killer who has stolen the body of her best friend.

"Alright, let me go." The tension in Faith's arms slackens slightly and she cocks one eyebrow.

Willow nods, irritated that Faith has taken perfect control of the situation. When Faith releases her and rolls off, she scuttles quickly off the bed. She tries to block out Faith's lazy snickering as she hastily scoops her clothes off the floor. She turns her back to the bed and feels Faith's stare as she starts to dress. She ignores the chuckling as she goes to her dresser for a fresh pair of underwear, but the blush spreads over her pale skin.

When she finishes dressing, aware that Faith's eyes have never left her body, she turns back towards the slayer. Faith is still stretched out on Willow's dorm room bed like a cat enjoying a ray of sunshine. A naked cat, Willow thinks, trying hard not enjoy the way her taut skin stretches over her lean frame. She fights the rest of the emotions warring inside her. Pity, fear, shame, envy. Envy? She mentally shrugs. Granted she's come a long way this first year at college, but Willow knows she'll never match the level of self-assurance Faith has. Of course, it's turned her into an irrational body-swapping psychotic killer, but still, she's always very sure of herself.

"You know, Willow, you're passing up a great opportunity, here." Faith slowly sits up in the bed.

"This body, Red." Faith waves her hands above her own torso as if it's a prize on a game show and Willow blushes momentarily. "You think your little straight-laced slayer would give you even a taste of what we just did?" She slides her hands seductively down her body and lets out an appreciative moan. "Think she'd let you do half the things you just did to me?"

"Faith..." Willow warns, looking away from the spectacle and willing herself not to become aroused. "Put some clothes on."

"What do you think she's going to do when she finds out you're all hot and bothered for her?" Faith gets up and picks up her own clothes from the floor. Willow keeps her back to Faith as much as possible.

"She won't find out." Willow says smugly. Faith guffaws, a strange sound coming out of the petite blonde body, and puts on the black thong.

"Like hell she won't, girlfriend. It took me all of two minutes in the room with you to figure it out. Even as self-centered as she is, B's gonna catch on eventually. And it ain't gonna be pretty when she does."

"I don't believe you." She can't help turning around in protest. It was too hard to argue when you couldn't see who you were arguing with.

"Right. Which explains the not even telling her you're gay." Willow avoids Faith's eyes, and the rest of her as she slips bra-less into the knit top. "C'mon Red, it's obvious you've been thinking about it. Whatcha think she's gonna say when you tell her you're a girl's girl?"

"Buffy will..." Willow begins, remembering the countless times in the past few weeks she's wanted to tell her best friend, but stopped. "Buffy will..."

"Buffy will laugh in your face," Faith responds as she zips up the pair of leather pants.

"Buffy wouldn't laugh," Willow says with much more conviction than she feels. If she truly believed that, she would have told her friend by now.

"Sure, fine." Faith relishes the pained and pensive look on Willow's face. "Whatever you say."

"She wouldn't!" Willow continues to protest. The comment seems to set Faith off and her voice suddenly takes on a more urgent and personal tone.

"She'll laugh at you, and then when she realizes you're serious, she'll wig. Trust me on this one."

"Did a helluva lot more than just tell her, Freckles. Made a pass one night and everything. And she laughed in my fucking face." Willow shakes her head in disbelief as Faith continues. "What happened between you and me is the best you're gonna get from her, so any illusions you might have about your precious blondie girl returning any of that lust or love you think you feel for her, you can just forget right now."

"Nice try, playing the evil monster card, but you're wrong. This was back before all that, when we were all friendly-like."

"Faith...Faith, I'm sorry." She stops and corrects herself. "No, I'm not. No sympathy for murderers. Bad Willow."

"Honestly, Red? I couldn't care less anymore. I'm way over that blonde bitch." Faith says curtly as she zips up the boots. "Alright, I've had enough of this heart-talk crap. I'm taking off." She looks over at Willow, who stands between her and the door, expectantly. She sees Faith falter as the slayer contemplates what to do with her hostage.

"You know I'll go straight to Giles if you let me out of here." Willow says softly, reading Faith's thoughts. She doesn't particularly want to stay hostage to a psychopath, but under the circumstances, Faith doesn't appear to have many other options. Willow doubts that Faith would kill her...she hopes anyway. Faith flashes a mischievous smile as the solution apparently presents itself.

"Riiight..." she says as she approaches Willow with a very un-Buffy-like saunter. The girl's mood-swings are almost enough to make Willow dizzy. "And, you'll tell Giles what, exactly?"

"Giles," Faith affects a breathy sing-song interpretation of Willow's voice, which sounds even more absurd coming out of Buffy's body. "You've got to do something! I had great sex with Buffy, only it turns out it was really Faith in Buffy's body! What should we do?" She bats her eyes sweetly at Willow, who slowly starts backing up, aware that Faith is dangerously close to a violent mood.

"And what do ya think the G-man will say to that, Red? Once he gets over the stiffy in his pants anyway." Faith steadily presses Willow backwards.

"And your precious Chosen One? When she finds out how well we used her body?" She drags her hands along the side of her leather pants for added effect.

"Face it, Freckles. You've got just as much to lose by spreading this story around as I do. More so, in fact, because you actually care what the rest of them think about you." Willow has backed up to the desk next to the door.

"Buffy has to be rescued; you have to be stopped." Willow tells herself more than the slayer hovering near her. "I'll have to tell them."

"You'll do what you've gotta do, Red, and so will I. But I'll make a deal with you. Your secret's safe with me as long as mine is with you." Faith raises her hand and lightly caresses Willow's cheek. An out-of-place look of sincerity spreads across Buffy's face as Faith's mood swings back to vulnerable.

"Cuz even though you thought I was Buffy, I knew it was you." She pulls the redhead towards her and plants a juicy kiss on Willow's open mouth.

Willow tries as hard as she can not to return the kiss, but Faith's blend of vixen and vulnerable is too much for her, even if it is still Buffy's body. And there's the way that Faith kisses her... Anger finally wins out over passion and Willow pushes the girl away from her.

"Have it your way, Freckles." Faith blows her a kiss and glides easily through the door.

Willow holds her breath as she hears the door shut and the footsteps fade into the background noise. She releases it with a heavy sigh and sinks down, racing her tears to the floor.

Five minutes later, she's making a feeble attempt to clean herself up when she hears a tentative knock at the door. She is surprised to see Tara standing nervously on the other side.

"Relatively," Willow says, shrugging off as much of her burden as she can, aware of how well Tara can read people's emotions. "What's wrong?"

"W-Well a little while ago, I f-felt something was wrong with you." Tara blushes as Willow's eyes widen, impressed at the empathic power. "So I thought I might come by to see if I c-could help? I h-hope that was alright."

"She what?" Willow cannot mask her surprise, and the sudden shift in energy startles Tara.

"I-It felt like she was g-grieving something. There was this intense wave of...of loss." Her brow wrinkles as she recalls the scene. "Only there was something wrong. She's...her energy...it's...I can't be sure, but she felt...messed up inside. I w-wanted to follow her, to be sure – "

"N-No." Tara shakes her head. "I-I didn't know what to do, I wanted to come inside, to m-make sure you were okay. But she was so s-strange. It took me this long to figure out where I w-wanted to be. I want to be here, w-with you."

"Oh, Tara," Willow's eyes well up with new tears. She hugs the other girl tightly. Wonderful, loyal, even-tempered Tara. Her mind reels as she tries to come up with a way to tell her what happened or how to begin to fix anything. "I'm so sorry. I should have – "

"It's okay, Willow," Tara says she wipes the tears off her friend's face. "I can tell you're scared for her. B-Because of that girl. That other Slayer? You're afraid of her, of what she might do to you, o-or B-Buffy?"

"That's one way to put it," Willow mutters under her breath. "You see, that's the problem with reading people." She wags a finger at Tara, trying for levity, but it comes across feeble and tired.

"I'm s-sorry, Willow, the emotions are just so overpowering right now I c-can't help it. Y-You don't have to explain anything to me, i-if you're not ready to. Y-You're safe, now. F-Faith's been locked up, r-right?" Willow realizes that Tara doesn't want to know everything she's sensing, and she's giving Willow an out.

"Right," Willow says, her stomach turning at the not-technically-a-lie lie. "No more Faith. She's probably miles from here now."

"Th-The room is too full of energy." She flits her hands around, as if waving away intrusive cigarette smoke. "It's d-distracting."

"Oh, right." Willow is suddenly very sure she doesn't want Tara lingering around the room much longer. Who knows what else the witch might pick up on? "Yeah, let's get out of here. Where would you like to go?"

"Study? After everything that's happened in the past couple of days, I need something a little more stress-relieve-y." Tara nods her head in agreement. "Hey! Why don't we go check out the Bronze?"

"C'mon," Willow pleads, relaxing into the idea that she can at least temporarily put everything behind her. "It'll be fun, trust me. We can study later. The Bronze is just what we need to take our minds off all this Faith stuff! Please?" She takes Tara's hand and the shy girl smiles, unable to refuse Willow anything.

"Okay," she says with a sheepish smile. "The Bronze is good. We can s-study later." Willow gives her an enthusiastic hug, but no kiss, Tara notes.

"S-So this is the Bronze, huh?" Tara shouts to be heard over the loud music as the two girls enter.

"Yeah," Willow shouts back. "This is what you've been missing, all cooped up in your dorm room." She gives Tara's arm a playful squeeze and is rewarded with a smile.

"Let's get sodas or something and find a place to sit down. I'm sure Xander or Anya will be here soon if they aren't already." She starts to tug Tara along to the bar, but Tara remains where she's standing.

"I-isn't that your friend Buffy over there?" Willow's blood runs cold as she looks where Tara is pointing.

Buffy – Faith really, is standing inches away from William the Bloody, who looks like he's about ready to pounce on her, and not in an evil way. She says something she finds terribly amusing and then turns away from him, apparently bored with tormenting him. As she scans the room, her eyes meet Willow's. They flick briefly to Tara and then lock back into Willow. With a wide, lazy grin, she strides over to them.

"W-Willow?" Tara asks, sensing the energy drain out of her friend. "A-Are you okay?"

"Five by five," Willow says slowly, never taking her eyes off the approaching body-snatching blond slayer.

"Wills!" Faith yells enthusiastically as she approaches the twosome. She opens her arms in a wide embrace and traps Willow in a slayer-strength bear-hug. As she releases the redhead, her eyes flick over to Tara, who is watching Faith with a pensive look on her face. "You must be Tara!"

"Willow here's told me all sorts of stuff about you. I feel like we're friends all ready!" Faith positions herself between the two of them and locks elbows. Practically dragging the girls behind her, she struts over to a seating area as if she's off to see the Wizard. "I'm so glad you came! This place was just about to get utterly boring!" Faith rolls her eyes dramatically.

Willow grimaces, but with a quick flash to Tara over Faith's shoulder, she schools her face and emotions to something more normal and unreadable. Faith turns the group around an empty sofa and plops down, forcing the girls onto the couch as well. Once seated, she crosses her feet on the table in front of her.

"I really can't believe you, Willow." Faith continues with the same false enthusiasm as Willow's heart flutters a bit. Faith leans back and places her arms on the couch behind them. "How come you never told me your new witch-friend was so cute? You must have guys crawling all over you, huh Tara?" She winks at Tara who blushes and looks away.

"Um, Buffy?" Willow asks under her breath. "Shouldn't you be out patrolling or something? You know, slayer stuff?"

"Nope." Faith responds, with a smirk. "The G-man gave me the whole evening off. Said I should go out and have fun! Ain't that sweet of him?"

"Awfully convenient of the G-man," Willow mutters under her breath frustrated that her weak attempt to get Faith away from Tara failed.

"Hey Wills, why don't you score us some bevys? I'm parched from all that dancin'."

"Oh, I don't know..." Willow looks over a Tara, who is subtly chewing her lower lip in concentration. Willow can't read Tara's mind yet, but she's suddenly uncertain which one of her lovers she's more worried about.

"C'mon, Will, don't be such a downer." Faith punches Willow playfully on the arm, but it looks much less painful than it feels. "How many secrets could I possibly tell her in the time it takes you to get us some drinks?"

"Willow," Faith's stare bores deep into the redhead. "You can't possibly be afraid of Tara and I spending a few moments alone, are you?"

"No," Willow says levelly as she stands. "I have no reason to be afraid." With a deep, cleansing breath she walks away from the cozy couch and approaches the bar.

As she waits for the bartender to fill the two Diet Coke, one water order, she glances back to the couch. Faith in Buffy's body reminds Willow of a Black Widow spider, slowly approaching a moth that has gotten trapped in its web. Willow offers a quick prayer of thanksgiving that she spent the last few weeks trying to perfect an eavesdropping spell. With a twist of her fingers, a little Sumerian mumbling, and a bit of sparkle, Buffy's mocking voice floats up to Willow's ears.

Tara glances over at Willow, noticing the magic surge and then lowers her head. Willow cuts off the link, not interested in hearing any more. Thanking the bartender and not waiting for change, she hurries back.

"Well, here we are!" she says briskly, forcing herself into the conversation. "Did I miss anything?" She sets the three glasses down on the table, but does not move to sit back down. Wanting something to occupy herself with, Tara reaches out for the glass of water. She clutches it with both hands, as if drawing strength from it.

"T here's been telling me all about your little Wicca group." Faith takes a soda and starts sipping. "Must be nice to have a friend you can practice spells with, huh, Willow?"

"I mean, since none of your other friends know what it's like to be a ... witch." She pats the seat next to her, and Willow obediently sits back down, unsure what else to do. "It's not like Xander, or me, or that wolf-boy you used to date could have any clue what's really going on inside that head of yours these days."

"Yeah," Willow says, rolling her eyes at Faith's un-subtle attempt to rile her. "Nobody else understands what it's like." She takes a sip of her soda, her mind drifting back unasked to her recent tumble with Faith, and, as Faith put it, what's really going on inside her. She shares a nervous smile with Tara across the couch and then stares blankly at the crowd before her. Tara gets her, sure, and she's fairly certain she's falling in love with the shy witch. But then there's Faith. Faith gets her, too. She should be outraged that Faith manipulated her into sex. And yet, here she is sitting in the Bronze, pretending that Faith is Buffy, trying to hide her anxiety from Tara. And why? Why hasn't she sounded the alarm and called in the troops yet? Buffy will probably forgive her for what she did before she knew the truth, but will she forgive her for this? Willow takes a sip from her soda, not ready to face the answer.

She steals a glance at Faith, lounging on the couch with her drink, watching the throng of people swarming around The Bronze. Willow closes her eyes, forcing her mind to see Faith sitting there instead. She tries to draw on her anger at being deceived, and to summon some righteous courage, but fails. Imagining Faith in tight leather is surprisingly distracting.

"Who's the better witch, Willow?" Faith's eyes dance as she's almost certain she caught Willow daydreaming about something improper. "Who's got more mojo, you or T?"

"Oh, yeah. Well..um..it's kinda hard to say. We've got different kinds of powers."

"Oh yeah? And here I thought a witch was a witch. Unless we're talking good-witch, bad-witch." She turns back to Tara with a mischievous grin. "Is Willow a bad witch, T?"

"N-no." Tara says wrinkling her brow. "I-It doesn't w-work that way. S-she's just got m-much more raw p-power than I d-do." The more she tries to control her stutter, the worse it gets.

"Really?" Faith muses. She turns to Willow, winking with a broad smile as she sips her soda.

"Tara's incredibly empathic though. Much more than I could ever be." Willow interjects, hoping Faith's just making idle conversation.

"I-I can s-sense things. A-About people? What they're f-feeling. S-stuff like that." Willow's stomach flips as she realizes the door she has just opened.

"What they're feeling, huh?" Faith leans in close to Tara, who backs off slightly. "So you can tell if someone's nervous, or lying or stuff like that?"

"Wow," Faith responds, genuinely impressed. "That's a really dangerous talent you've got there, T."

"D-Dangerous?" Tara says, walking right into the trap as Willow's hand tightens on her glass.

"Well, sure!" Faith continues with a false air of concern. "You must pick up on all sorts of things that people wouldn't want you, or anyone else, to know about. Just imagine if the wrong sort of person figured out what you could do. Imagine what they might do to make sure you didn't share their secrets." The threat hangs menacingly in the air as Tara's eyes dart back and forth under the slayer's cruel gaze.

"Well you really should start, Tara. It'd be terrible if something happened to you!" She glances over at Willow's furious expression and winks. "Especially since you don't even have the power to combat a physical attack, do you Tara?" To Tara, Buffy sounds more than mildly curious.

"Buffy!" Willow snaps, beyond caring at this point what Tara can read off her. Faith turns and smiles at her innocently.

"Um..." Willow flounders momentarily for an excuse to get Faith away from Tara. "I-I think I just saw a vampire walk into the ladies room."

"A vamp, huh?" She looks over at Tara, who is alarmed, but not shocked. Faith raises another eyebrow at Willow. "So we're not keeping any secrets from our new friend at all, are we?"

"No," Willow says evenly. "There's no secrets between Tara and I. She could tell if I was keeping something from her. Now about that vamp..."

"I-I-I'll be f-fine," Tara says. "Y-you two go." Willow looks over at Tara, who nods. Whatever she's sensing off the pair, she knows better than to get involved.

"Suit yourself then," Faith shrugs and gets up off the couch. "You coming, Red?"

"Right behind you," Willow says anxiously, with another apologetic look back at Tara.

Faith saunters over to the restroom. She is unexpectedly assaulted by a fiercely buried memory from a year earlier as she walks through the swinging door.

"I don't have kissing friends. Certainly not girl kissing friends anyway." Buffy laughed. The idea was just so ludicrous to her that she didn't notice the frustration and pain on Faith's face.

"I so do not! Just because I'm a freak of nature doesn't mean I'm freak!" Faith reeled back from the verbal slap and Buffy was instantly shamed by the words that came out of her mouth. "I'm sorry, that's not what I meant to-" She reached out to her raven-haired counterpart, but Faith shrugged off the abrupt remorse.

The sound of Willow's hand slamming the door open brings Faith back to present day. She leans casually at a sink, with her arms crossed. The amused smile on her face hides the tension coursing through her body. She is a trap ready to spring, but nothing about her outward appearance belies that fact. Faith watches as Willow stands near the entrance and glares silently at her. Willow waits for a girl washing her hands at the sink to leave. Someone tries to enter, but with a direct glare from the redhead she changes her mind. When the novice witch and the slayer are the only ones left in the room, Willow slips the deadbolt into the door, locking the rest of the patrons out.

"What in the hell do you think you were doing out there, Faith?" She charges the slayer, but falls short of actually gripping the smirking blond and shaking some sense at her. She stops less than a foot away, with her hands on her hips. Faith rights herself slowly and closes the gap between them. She can feel the angry heat emanating from Willow, who is just now inches away from her.

"Just having a little fun, Red," she says slowly, staring at Willow's lips and licking her own. "You remember what fun is like, don't you?" Willow takes a step back.

"It isn't?" She pouts and slinks forward. Willow is forced to take another step backwards.

"You're not that much of a monster, Faith. You can't be!" Willow looks backwards and realizes she's about to trap herself in a bathroom stall, she takes a hesitant step to her side, but it's the wrong direction and she accidentally positions the slayer between herself and the exit.

"I can't?" Willow celebrates a minor victory as Buffy's face flashes briefly with genuine emotion.

"No, Faith. You can't. I know it. Even you aren't that cruel, Faith." She takes another step away from the still-advancing slayer and realizes she's only a couple of steps away from the wall at the end of the bathroom. Faith suddenly stops and tilts her head to the side, as if something's just occurred to her.

"My name. You keep saying it. 'Stop it, Faith. No, Faith. Faith. Faith. Faith.' What's up with that?"

"Mmm...I think it's more than that." She resumes her advance. "I think you need to keep remindin' yourself that it's me in here. Don't want to get confused, after all. You might forget I'm not your precious Buffy again." Willow's eyes narrow, fear and rage boiling back up to the surface.

"Nobody would confuse you with Buffy at this point. Buffy would never-" Willow steps back, placing her palms on the icy-cool full-length mirror that's bolted to the wall behind her. She's run out room to maneuver. Buffy's eyes flash with delight.

"Buffy would never what, Willow?" Faith says softly, taking another step towards her prey. Willow raises her hands up to defend herself, but Faith catches her wrists and holds her there. Any effort Willow makes to push the slayer away simply pushes her harder against the wall. She trembles slightly, aware that she's caught, and fairly certain Faith's not playing the same seduction game she was playing earlier.

"Aw, I'm not gonna hurt you, Red." She raises Willow's wrists above her head and holds them there with one hand. She slowly drags her free hand down Willow's face, across her throat, and over the sheer purple blouse she's wearing. Willow fights to stay focused as Faith roughly grabs her breast, pressing her thumb against the hard nipple through the shirt and bra. Willow gasps and looks through Buffy's eyes at the brunette lurking behind them. "I just want one more run with you before I skip town."

Willow struggles to break free of Faith's grip, but once again, she's no match for the slayer's strength. Faith laughs, a deep guttural sound, and presses her hips against her victim. "Please, Faith!" Willow begs, trying to ignore her body's reactions, desperate not to go down this road again with Buffy's body.

"Shhh!" Faith says as she places a finger against Willow's lips. "You don't need to beg, baby. I'm right here."

"Go to Hell, Faith!" Willow glares at her, hoping her anger will keep her arousal in check.

"Oh, I'm goin', sweetheart. Don't you worry about your pretty little red head about that." With her free hand, she turns Willow's head to the side, exposing the smooth skin of her neck. Faith leans in, pressing herself completely against Willow, enjoying the way their bodies melt together, and thrilling at the heat she can already feel emanating from between Willow's legs. "I just want a little company on the trip."

Faith inhales the spicy lavender scent of Willow's shampoo. Willow gasps as she feels Faith suck greedily at the flesh her behind the ear. Faith's mouth slides down Willow's neck and leaves a scalding trail of devoured flesh in her wake. Gentle as she was the first time, Faith is anything but the second time around. She grinds her hips against Willow, reveling in the shocks of pleasure spreading through her body, knowing they are mirrored in Willow no matter how she fights it. Willow moans uncontrollably as Faith's hand slips up her shirt and rips a breast free from the bra. Faith twists the nipple and delights at the whimper Willow tries not to release. It's full of heat and desire, and very little of the fear and anger she heard moments before.

"Please, Faith," Willow repeats, begging for an entirely different reason than before.

Unable to think beyond each moment as it happens, Faith releases Willow's hands. She angrily rips at the sheer blouse and camisole, exposing the length of Willow's torso. Faith moans lustily at the sight of so much smooth bare skin to plunder. She bends down, practically inhaling a breast as her hands roam across Willow's torso, pressing and pulling as they go. Willow cries out as Faith sucks on her nipple past the point of pain to that sweet spot of delicious agony. The sound drives the slayer forward and she leaves deep red marks on Willow's freckled flesh. Her right hand comes up to take her mouth's place on Willow's left breast as her mouth covers the right. Faith's left hand surveys the challenges presented by the elastic band of Willow's gauzy skirt before abandoning the effort. She quickly dives under the band and into the silk panties beneath. Without advance warning Faith thrusts two fingers deep into Willow's dripping core. Her hips follow, locking her arm between them. Willow moans appreciatively and tightens her thighs around Faith's hand.

Faith slips out of the fog of arousal just far enough to observe Willow as she presses her fingers against Willow's inner walls, searching for just the right spot. Willow's face is a twisted mask of urgency and her eyes are tightly shut. Her body is taught with the simultaneous effort of keeping her arms raised where Faith left them and focusing on the rest of Faith's attentions. Instead of moving her free hand back to re-immobilize Willow, she slides it around the girl's neck and into her hair. Willow pants and moistens her lips in eager anticipation of her climax. Unwilling to let such an inviting mouth go to waste, Faith pulls the redhead's upper body towards her and Willow follows eagerly, her wrists not moving from the mirrored wall behind her. She kisses Willow deeply, almost to the point of bruising the girl and Willow returns the kiss with equal enthusiasm. Faith's thumb dances about Willow's throbbing clitoris and her fingers find the tight mass of muscle she's been looking for. She presses in and Faith's mouth absorbs Willow's climactic scream. As the exhausted redhead sags against the wall, she still does not open her eyes or lower her arms.

"Your voice. You sound like Buffy. You look like Buffy. But if you don't talk and I close my eyes, you're not Buffy." Faith's jaw drops in shock and she pulls away slightly. "I wanted you to understand, to show you, but I knew if I moved too much...if I touched too much it would-"

"Willow." Faith says gently as she catches a small movement in the mirror behind Willow. "You should really open your eyes."

Sensing the tension in the slayer's voice, Willow slowly opens her eyes. They lock immediately into Buffy's, but Willow can easily read the nervous brunette inside. With a weak smile Faith shifts her focus into the mirror over Willow's shoulder. Willow looks past Faith, past the rows of stalls and sinks at the entrance. Her arms fall heavily to her sides.

Standing at the end of the narrow hallway is Tara. Her hand is over her mouth and tears are streaming down her face. She stares at Buffy's reflection in the mirror. Willow emits an anguished, unintelligible moan and Tara breaks from her shocked trance. With a fleeting look at Willow, she runs out of the bathroom, pushing the swinging door aside with the impact of her entire body.

Faith takes a small step to the side, but does not get out of Willow's way quickly enough. Willow knocks Faith's shoulder back as she runs to catch up with Tara, gathering her shredded clothes around her. Faith closes her eyes as the familiar slam lets her know she is alone again. She wraps her arms around her body and listens as the door slows down and finally stops swinging. She opens her eyes again and sees Buffy's reflection in the mirror in front of her.

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What Lies Beneath

by AnnaLuna

Copyright © 2003

anna@annaluna.net