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Faith may be Lake Placid on the surface, but inside she's still reeling from a one-two, one-inch punch. Not enough to be constantly fighting, finding anything to avoid thinking about those dying eyes, that helpless stare. No, then everyone had to go and turn on her, from B's pathetic pals to the queen bitch herself.

She'd had this bullshit notion that going over to the Mayor's side would fix everything, and at least Wilkins had assured Faith that her worries about cops were a thing of the past. Except pretending to make nice with Buffy and the gang is starting to rub this little Slayer very much the wrong way; grating on her nerves something fierce, to sit there and play the guilt-ridden penitent. Easier to take these so-called Scoobies in small doses, one on one. Controlled environment.

Besides. Willow's damn good eye candy.

"How come I gotta miss all the fun stuff?" She's perched on the concrete rail next to the front door of Sunnydale High. Willow shifts back and forth, trying to avoid the outgoing stream of students buffeting her from side to side.

"You were on another one of your unannounced walkabouts." The redhead grabs the strap of her backpack and levels an extra-nasty glare at a passing letterman. Makes Faith wonder what kind of history could be there.

"Hey, I gave Giles the heads up. You can ask him."

"Not really the boss of you." Willow gives up, turns around and sits down next to Faith. If next to means at a decent remove. "And, evil skanky me -- not much fun to be found there."

Faith bites back her first response, and the second. The elephant in the room is clearly not the alternate universe, bloodsucky Willow that this one can't seem to shut up about. More like it's got to be Xander, which totally explains this level of avoidance and resentment. How to deal with it is another story.

"Do her."

"What?" Willow blinks, cutely open-mouthed.

"I mean vampire you." A slow grin spreads across her mind, but Faith's careful not to show it. "Pretend to be her."

"I -- I already told you what she said --"

"And I know you can do better than that." Faith looks away, pretending to study the few students still tricking out. A little hard to get never hurt. Hopefully her pretense of casual isn't too transparent.


The single quiet syllable tells her the bait is taken. Faith tries not to let a victory crow fly.

"Cause you need to get some backbone." She turns back, quelching an irritated sigh on seeing the expected hurt. Faith softens her tone, trying for soothing and supportive. Not like she's had much in the way of practice.

"I'm thinkin' a little roleplay might be just the thing. Call it a...confidence building exercise."

She can't help a tiny touch of innuendo. Because of course she would.

"I --" Willow flushes. Because of course she would. "Just because you're a Slayer a-and go around flaunting your admittedly very nice chesticles all over town --"

"C'mon, Red." She's got this in the bag. Faith leans closer, adopting a conspiratorial air. "Think of it like an extra Halloween."

"Also a bad idea." But it's all over but the shouting.

"You said you already did it once. At the Bronze." Faith has no idea why she's apparently picked this particular hill to die on, but convincing Willow has suddenly become a high priority. A real bucket goal.

She adopts a more subtle note of challenge. "Show me."

"Oh, sure." Willow grimaces as she plucks lint from her sweater. "I'm a bloodsucking fiend. Look at my outfit."

"I was gonna criticize your acting, but I think you just permanently out-sarcasm'd my ass." She grabs Little Miss Fuzzy by one arm, gently helping her up, steering them down the sidewalk. Willow looks like she's fighting to keep hands and arms inside the ride at all times.

"Where are we going?"

"The mall." Faith resists the urge to land a very inappropriate squeeze in a very appropriate location. "I'm buyin'."



She slips up once, when Will balks at spending this much and Faith blows it off, saying she's got a new job now. Inside she curses, ready to bolt or worse, but Willow's concerns appear to lie elsewhere. It's a wonder she made it over the threshold. Good thing they're not buying lingerie, Faith thinks; before she catches herself thinking maybe next time.

"Um..." Willow's blush has faded to decidedly pale as she peruses the rack, very pointedly not looking in Faith's direction. "Don't take this the wrong way, but -- you didn't like get your brains sucked out by little green men, or something?"

"You want to get on my bad side?" Faith smiles to soften the edge, though she doesn't sound mean. Honestly curious, now that she thinks about it.

Willow doesn't say anything and goes back to looking. Faith does the same, deriving particular enjoyment from the way the other girl's brow crinkles under heavy thought. Unbidden, a mental vision springs to life within her; the two of them face to face, like Allison and Claire in The Breakfast Club. Except it's Will who says, tiny and plaintive: Why are you being so nice to me? And Faith who reaches out, brushes the hair from her face, gazing into her eyes like a complete fucking sap.

Because you're letting me.

The whole outfit including the bustier sets her back a pretty penny, but it's already worth it to see those huge eyes and flushed skin, the way Willow's throat works when she sees herself in the mirror, Faith standing beside her with a possessive hand on one shoulder. Their eyes meet in the mirror and Faith doesn't even try to turn it into a staring contest, just dips her head and sniffs the back of Willow's neck. Unwanted images of Oz spring to mind, but Willow doesn't pull away, instead shivers and stiffens under her touch.

"So?" Faith gives in and bites down, but soft; the kind you barely feel, that almost turns to a kiss. "Where's this big, bad vampire I heard so much about?"

"Actually, I did a pretty bad job imitating her." Willow's blush is back. "The others can back me up on that..."

"Now you tell me." Faith can tell she's getting into it when she realizes her mouth is dry, that a tiny part of her is glad for the stake tucked inside her jacket. "Ready for take two?"

Willow chews her lip, obviously trying not to squirm. Faith's about to push when the witch's expression turns serious. What B and Xander call resolvey.

"Not here."



"You sure?" Faith eyes the ominously nondescript dwelling with growing doubt. Willow just walks in like she owns the place, which makes sense.

"My parents are out of town at a conference." The witch looks around with a frown, as though her surroundings were somehow distasteful or unfamiliar. Faith's expecting more stuttering, or offering her a drink, or something equally innocuous. Instead, Willow ignores her, heading for the stairs. The Slayer finds herself hypnotized by the sway and swell, the hug and creak of tight leather pants that frame those hips like a trophy. Best in show.

What the hell, Faith thinks. Where that ass goes, she'll follow.

"Look at that." Willow's tone is disdainful as they enter her room. Pretty much what Faith expected, but she's suppressing a chuckle, at the look on the other girl's face. "It's all fuzzy."

She crosses the room to the desk and picks up a framed photo; her, B and Xander under some tree in the park, all goofy grins and group hugs. Faith ignores the pang in her chest, waiting as patiently as possible. Wanting to see what comes next.

"You want to know about Willow?" The sneer in the witch's voice makes Cordelia sound like Mother Theresa. "She's a loser."

Faith swallows at the sudden tremor in her thighs, the growing fire in her belly. Even if she knows it isn't true, that this spoiled, suburban teen has never known real pain, she can feel the same part of her responding as it does to Buffy, every time. No matter how much she hates herself for that weakness.

"But then she died. And then...she could do anything." Willow looks over her shoulder, giving Faith a critical once-over. The look on her face is equal parts speculative and appreciative. Slowly, she walks back over to Faith, placing gentle hands on the Slayer's shoulders; looking up through lidded eyes, coy and demure. "Anyone."

"Sun don't set for another six hours." Faith fights down the urge to clear her throat. "You ain't goin' nowhere."

"Neither are you." Willow suddenly shoves her, sends Faith tumbling back on the bed; pouncing on top of her and landing hard, before the Slayer can protest.

"Here we are now." Willow leans down and smiles, her eyes sparkling like stars. "Entertain us."