WILLOW: Okay, guys, Giles said Faith wants us to start early in the morning so? What happened to the girls?

KENNEDY: Looks like there?s only one girl here.

WILLOW: But what about the other ones, with their sleeping bags and their head-gear and their snoring and? (smiles) they?re not here, are they?

KENNEDY: Nope.

WILLOW: That?s nice.

KENNEDY: Nice and necessary. Come here, you. Our foreplay was threatening to turn into twelve-play. (kissing) Something not right?

WILLOW: No, no, I just? I guess I?m a little scared.

KENNEDY: It?s probably stupid to ask why, huh? Death, war, apocalypse?

WILLOW: Me. I?m just scared if we? then I?ll? and then?

KENNEDY: And then? Isn?t that the good part?

WILLOW: Good, yeah. Good feeling. But also?

KENNEDY: Bad stuff like unrestrained moaning and screaming with joy?

WILLOW: Well, sort of. The unrestrained part. But I?ve just kind of been in this space where I should be restrained. I?ve been controlling myself and if I lose that control, if I let myself go, I could just? go.

KENNEDY: You?re worried you?re going to turn into Big Bad Willow.

WILLOW: It?s not stupid. When we first kissed, I turned into a? Warren.

KENNEDY: It?s not stupid but it?s not going to happen.

KENNEDY: I just want you to know that you?re safe with me.

WILLOW: Yeah?

KENNEDY: You can float around and I?ll tether you down.

WILLOW: You?ll be like my kite string?

KENNEDY: You be a kite and I?ll be your kite string. Okay?

WILLOW: Okay.

KENNEDY: Okay.

(more kissing)

• Willow & Kennedy
• Willow's Witchiness

written by: Rebecca Kirshner; original transcript by Buffy vs Angel. Edited by me.. Full transcript at:
http://ww3.buffy-vs-angel.com/buffy_tran_142.shtml