Disclaimer:  The characters of Buffy: the vampire Slayer, belong to Joss Whedon, mutant enemy, Upn, and anyone else I can't think of at the moment.  They do not, however, belong to me, and no profit was made in the making of this fic.

Subtext:  Nah, it's maintext all the way.  I'd give this an NC-17 rating for the sex.  If you're too young, come back when you're older.  If you're adverse to woman on woman action...see the back up key?  Hit it real quick.  Flamers?  Don't make me break out my asbestos underwear...they're really itchy.

This is the ninth part in the On occasion series...but seeing as it follows Bad girls and takes place during Consequences I thought I'd try a little different formula...let me know if it works.

On Occasion: In Willow's Bedroom

Lying in my bed I hear the clock tick
and think of you
Caught up in circles confusion
Is nothing new
Flashback
warm nights
Almost left behind
Suitcase
of memories
Time after..

Sometimes you picture me
I'm walking too far ahead
You're calling to me
I can't hear
What you've said
Then you say, go slow
I fall behind,
The second hand unwinds

Chorus:
If you're lost you can look and you will find me
Time after time
If you fall I will catch you I'll be waiting
Time after time
If you're lost you can look and you will find me
Time after time
If you fall I will catch you I'll be waiting
I will be waiting!
Time after time

After my picture fades
and darkness has turned to gray
Watching through windows you're wondering if I'm okay.
Secrets stolen from deep inside.
The drum beats out of time

If you're lost you can look and you will find me
Time after time
If you fall I will catch you I'll be waiting
Time after time
If you're lost you can look and you will find me
Time after time
If you fall I will catch you I'll be waiting
I will be waiting!
Time after time

You said go slow,
I fall behind
The second hand unwinds

If you're lost you can look and you will find me
Time after time
If you fall I will catch you I'll be waiting
Time after time
If you're lost you can look and you will find me
Time after time
If you fall I will catch you I'll be waiting
I will be waiting!
Time after time

Cindy Lauper

Life as a fish is so simple.  All they do is swim round and round in their bowl waiting for someone to feed them, and occasionally change their water.  They don't have thoughts, or hopes, or feelings.  At least, I don't think they do; and even if they did, they wouldn't have any way to express them, unless they're telepathic...oooh, that would be cool...but I don't think so.  They'd probably be really simple, like...

"I'm so happy my water is clean',

'oh, is that food?', or

'Look, I'm hiding in my castle'. 

They wouldn't be the mixed up mess of conflicting emotions we humans are subjected to on a daily basis.  I can't see a fish pondering whether or not his swiming buddy really liked him. 

If only I could be a fish.  I'd be happily swimming in my little fish bowl, not a care in the world except for when my swimming buddy bites me on my tail.  Nope.  Not me.  I'm not that lucky.  I just get to watch the two sparkling orange goldfish swim aimlessly, while my stomach swims along with them.  When did life get so complicated?  I could start at the beginning, like when Buffy first moved to Sunnydale.  That sure added a whole slew of complications to my admittedly amebic-like life.  Before she came all I had to worry about was Cordelia picking on me in the halls...or the fact that Xander had the attention span of a two-year old high on sugar.  But then that would just be the icing on the cake.

So...when?  After the Master?  After Angelus?  After...that first kiss, at the sleepover...when we...that certainly was unexpected.  Buffy and I...who could have predicted that?  Well, nobody considering nobody else knew.  Well, nobody except for Angel...and he doesn't exactly count.

So...unpredictable...completely unlooked for and yet...just thinking about her makes this place in my stomach feel all squishy.  Which is unfortunate, because I'm trying really hard to stay mad at her.  How could she do this to me?  First Buffy completely skips out on a study date we were supposed to have to go Slaying with...her.  Not that I take her duties as a Slayer lightly...I don't.  But I was really looking forward to those after study smoochies.  And then, she skipped out of class in the middle of a really important test...again...with her.  I presume they were going Slaying...again.  Which is fine..except that she used to trust me to guard her back...I used to go with her all the time.  But now Buffy says it's too dangerous?

I suppose I should have talked to her when she approached me in the hall this morning, I mean she looked all nervous and...and somber, but I didn't exactly know what to say.  And I was still mad at her...am still mad at her...and that makes me feel even more mad because feeling mad just makes me feel icky.  I don't like feeling angry, but I especially don't like feeling angry at Buffy.  It hurts.  Which just makes me even more angry. Darn vicious cycles.

Oh well.  Thinking about her isn't going to get my homework done any faster.  I still have to do it, even though she can blithely ignore assignments.  She's the Slayer...she has more important things to do.  But not me.  See...there's my laptop, set up on my desk, just waiting for me.  Sometimes it's just not easy being me.  Being a straight A student takes hard work, and dedication...especially when you're fighting vampires as a sideline.  Something I think Buffy has forgotten.

A tap at my french doors.  I must have jumped three feet.  Boy, I'm wired. Totally.  I can feel my heart trying to beat it's way out of my ribcage.  Well, considering the creatures of the night don't usually knock, I don't think it would hurt to answer it...after all, only a few people would bother to try to get my attention from this route.  Xander usually just rings the doorbell.  Angel came to these same doors last year...before he turned all evil.    But he doesn't really have a reason to come see me, at least I don't think he does.  Which leaves just one possibility.  The person I've been thinking about all evening, that's got my head spinning in such savage circles.

I see her form outlined behind the curtains.  Buffy!

My heart almost skips a happy beat at the very thought of her, but then I dampen that elated urge, reminding myself that I'm still really grouchy with her at the moment. But I don't want to be.  I'd much rather be happy with Buffy.  To feel her kisses on my neck, to look into those shining blue eyes and feel the warm sunshine of her smile on my face, surrounding me with bliss.  I want the blissful Buffy back.  Not the absentee Buffy that's taken her place.  Oh, why does life have to be so complicated.  Why can't the night last forever...to be a fish... yeah. To be a fish. But that would mean no Buffy. That thought is totally depressing, but I can't think about that now.. She's waiting and I have to open the door.  We'll work this out..we..we have to.

I open the door and she stands there waiting for something.  I'm not quite sure what she's waiting for.  She doesn't look happy, but I suppose neither do I.  "Hey."  She mumbles, and I can barely make out the word, although I know she spoke cause I can see her lips moving.

I think I answered back, because she kind of nodded, looking me over with her eyes.  "Can...can I come in?"  It's kind of funny, but the last time I answered that question in the affirmative, it lead to the death of my goldfish.  Not that I'm comparing Buffy to Angel...for one thing, she would never kill my goldfish.  And she's never tried to hurt me...at least...not intentionally.  I attempt to keep this in mind as I let her in.

She walks over to the bed, looking more nervous than I've ever seen her...and that's saying a lot considering her ex-boyfriend, who just happened to be a vampire, had at one time tried to kill us.  Sitting on the bed, she looks at me, and I can feel something is off with her.  I'm not quite sure what that something is, but it's starting to make me nervous.

"I need to talk to you."  She says quietly, with hardly any tone in her voice, and now I'm really nervous.  Conversations that start that way never end well. What could it be?  She's been spending a lot of time with Faith recently, so maybe...no...please don't let it be that.  She can't possibly want to...I feel like my brain is going to explode, or just stop functioning.  I have to...have to start talking.  Yeah, that's it...maybe if I talk she won't have a chance to say what she wants to say.

"Good."  I can hear my own voice in my head...funny how that happens.  I wonder if she can hear how badly it's trembling.  "Cause I've been letting things fester.  And I don't like it.  I wanna be fester-free."  Fester-free?  What kind of thing is that to say?  What if Buffy takes it the wrong way...what if she thinks that I want to break up?

She's smiling at me, but it's not her usual 'devil-may-care I'll stake him on Saturday' kind of grin, it's more of a 'I hope she doesn't take this too badly' kind.  Or, maybe my imagination is just running away from me.  "Yeah. Me, too."  Me too?  Me too what?  My mind goes swiftly back over our conversation.  Oh...the fester-free part.  Oh goddess, I think I'm going to be sick.  My hands are shaking and I have to clasp them together to keep her from noticing. Please don't let her mean that she wants to...I don't want her to lea-...to break up...I don't want to be fester-free that way. Got to keep talking.

"I mean, don't get me wrong. I-I completely understand why you and Faith have been doing the bonding thing."  I wince internally.  Poor choice of words.  That brings to mind a whole other type of imagery I'd rather not think about...like Buffy in chains...and Faith dressed completely in black leather, carrying a whip, and laughing seductively as she runs the peice of leather up and down Buffy's...no, no no, can't go there.  "You guys work together. You... You should get along."  Who am I trying to convince here, her or me?

'Its more complicated than that."  Her voice is small and I barely hear her through the swarm of doubts running through my own head.  But I hear just enough to increase their pitch.  A flurry of questions explode in my brain. Complicated?  It's complicated?  How long has it been complicated Buffy?  And why haven't you told me?  I can't stop the avalanche of thought that seem insistent on making it's prescence known.  My imagination is oh so handy at handing me images of Buffy and Faith wrapped up together in some sort of steamy tryst.  My heart aches at every scene.

She's just sitting there on my bed, looking like she has a million things to say but isn't quite sure whether she can, or wants to say them.  And all of a sudden, I'm mad...more mad than I've ever been before.  Which is kind of scary, considering my total aversion to that whole anger emotion, but I'm also not just going to sit back and take this.  Not anymore.

"I'm ticked!" I say firmly, standing up, and Buffy's startled into looking at me instead of her pant leg. "I'm ticked and I'm not ashamed of being ticked. Do you know why?"  I say, even though I am a little bit...ashamed that is...just seeing Buffy get that pinched, regretful look on her face makes me be ashamed, but I'm past the point of stopping.

"Willow?" Buffy's staring at me. Good. Finally I have her full attention focused solely on me.  For the first time in..how long? But..but oooo this isn't the kind of attention I wanted. I want the other kind the..soft kind...the sweet smiles and the loving gazes...and-

No. No, we have something to say and by gum we're going to say it!

"I'll tell you what's ticking me off!" Buffy looks down at her hands again and I know what she's going to say. Or..at least I think I do. Her face says it all.  That's her..uhm..what...what...oh yeah, she's putting on her 'You can't understand' mask. I can't stand that mask.  It makes my stomach boil.

"It's that exact thing that-that's just ticking me off!" I say loudly, pointing my finger in her face. She jumps a bit, startled at my outburst, but I'm on a roll. "It's this whole 'Slayers only' attitude. I mean, since when wouldn't I understand? You, you talk to me about *everything*. I used to be the one you would always turn to Buffy, remember?  And now, now you bring all your problems to Faith.  That hurts!  That hurts a lot!  Ever since we...we...I-it's like all of a sudden I-I'm not cool enough for you because I can't kill things with my bare hands."

As the words 'bare hands' exits my mouth I see Buffy flinch, hard, like I'd just slapped her.  She...she shrank away from me. I scared her? I scared the girl I love and somehow said something bad?  What did I say?  Something about...killing something...with my...bare...hands? What?  I'm so confused.  I don't think this is about what I thought it was about at all.  I take a brief moment to really notice Buffy for the first time since she arrived.

Her lower lip is trembling and the glassy, watery eyes she's been giving me since she got here, but foolish me never took the time to notice, spills over.  She dissolves right in front of me...just slides down onto the bed, her arms holding her chest tightly, while she sobs uncontrollably.  I did this. I hurt her.  I can't believe I hurt her. But...but I...I didn't mean too!

I can't take it.  My Buffy...crying.  I have to stop it...I have to help her.  "Oh! Oh, Buffy! Don't cry." Crawling onto the bed, I wrap my arm around her shaking body.  She buries her head in my shoulder, her tears wetting my shirt. "I'm sorry. I-I was too hard on you. Sometimes I unleash. I-I don't know my own strength. I-i-it's bad. I-I-I'm bad. I'm a bad, bad, bad person."

I feel her shake her head against my shoulder.  "No."  She croaks, and I can hear the tears in her voice.  "You...you're not bad.  You could never be bad."  Buffy denies vehemently.  "I'm the bad one."

I'm not sure what to think at this point.  "What do you mean, Buffy?"  I ask gently, trying to understand.

"Will, I'm in trouble."  I'm looking into her eyes as she says this, and for a moment I can barely breathe, struck by the sheer terror and sadness radiating from those blue eyes.  How could I have missed the pain that she was in?  What could possibly have happened to make her look like this?  Were all of our friends okay?  What about her mother?  I have too many questions and no real answers.  I can feel her muscles, shuddering with tension underneath my hands, I can feel her fear and it's becoming my fear as well. I..I want to move..to go..have to..why? Don't care. Oh Goddess.  I have to ask, though at this point I'm not sure I want to.  But we're both here, and we have to handle this together.

"What happened Buffy?"  Her blue eyes are foggy and I can see that she's struggling with her decision of whether or not to tell me, part of her fear is trapping something inside...but I'm right on top of her...I do the only thing I can think of...not thinking really; instinct has taken over. I gently stroke the side of her face. Then just do it again not letting her look away.

"Okay." I whisper, still touching her softly. "Okay." I repeat.  Our eyes are locked, mine into hers, hers into mine, sharing each other's emotions through direct eye contact, almost like a link to each other's souls. 

Her face is wet and a little clammy but I don't stop stroking her cheeks. I wipe away the tears and try and warm her up with my hand. "Okay." I keep saying and she begins to nod.

"O-" she stops, swallows and wets her lips. "Okay." She says back to me.

I don't stop stroking her, but I don't say anything else either. I'll just give her the time she needs to say...whatever it is.  I hope she hurries though; I'm so scared.

Slowly, staggeringly, she tells it...all of it...and at times it's hard to hear, hard to believe that Buffy...My Buffy...could have taken part in the events she relates...breaking in to that weapons shop...busting out of that cop car.  It isn't easy for her either.  Sometimes she stops...to catch her breath...or evaluate how I'm taking everything.  I nod encouragingly, never losing eye contact so she can see that I'm really listening.  That I'm here for her.

Then she reaches the part about the alley, about Faith and the Deputy Mayor.  I feel like I'm going to be sick as I listen to Buffy's gruesome descriptions...the way he had looked at them in shock, hands clutching at the stake protruding from his chest, feeling his life slip away.  Buffy's futile attempt to stop it.  My heart breaks as fresh tears slip down her cheeks, and she breaks eye contact, probably feeling that now I'd want nothing to do with her.  I hug her tightly to let her know that I'm not going anywhere, and I feel her arms wrap convulsively tight around me.  For a second I'm worried that I won't be able to breathe, but then they loosen, settling more comfortably around me, and we just lay there comforting each other, and thinking about what was said, but not actually saying anything.

"You know, it wasn't your fault." I tell her finally, after we'd laid in silence for what seemed like an eternity.  I hear her snort self-derisively and give her a slight pinch.  "Hey."  She protests, but I ignore the remark.  "You know you can't carry the weight of the world on your shoulders for everybody.  It was an accident.  That alley was dark, you didn't know he wasn't a vampire until the very last second...and by then it was too late."

"That doesn't change the fact that we killed a man."  The self-blame in Buffy's voice made me cringe.

"Faith killed a man...you tried to stop her."  I tried to reason with her...even though I knew reasoning with her at this point would be pointless.  She would still feel the guilt of that  man's death for a long time to come.

"Doesn't matter.  He's still dead."  Buffy said, tonelessly.  "What am I going to do?"  She asks me, and my heart rate picks up.  I know she's looking to me for answers...I've always been her 'Answer girl'.  It's just, I'm not quite sure what to think at this point.  This is so heavy.  Apparently her question is mirrored in my face, because I see her slump in defeat.

"Everything is such a mess."  Buffy sighs, and then she looks at me, like she's truly seeing me for the first time tonight.  I feel a little worry knot in my stomach starting to tighten as she studies me, almost reflectively, and I can only wonder what she's thinking.  I can tell by the hidden shadows in her eyes that it isn't good.  "How can you stand to be around me?  All I ever do is bring you trouble."

I blink...shocked a little, even though I had known it wasn't going to be good, somehow I hadn't quite expected that.  And then suddenly, my self doubts and worries earlier come back around full circle.  Only instead of it being me finding myself lacking, not thrilling enough to hang with the Slayer, Buffy is wondering whether she's good enough to be around me?  "How can you say that?"  I ask, caught somewhere in the conflicting emotions of being angry, sympathetic and hurt.  Very odd combination.  "How can you even think that?!"

Buffy tries to shy away from the question, feining to find the section of my bedroom wall nearest her head incredibly fascinating, but I'm not about to let her escape.  I think this conversation has waited long enough.  "And here I was worrying earlier that you didn't want to be around me, anymore."  My voice is quiet, rueful, but the words capture her attention.  Blue eyes hit mine and I can see the shock deep within their depths. 

"Wh-what?"  She manages to stutter, her voice a barely controlled squeek.  She shakes her head aggresively, almost like she's trying to clear it from the fog it's been in, then looks at me, again, a look of such utter regret, that it causes physical pain.  "No...I...god no..I.."  She stops, I think to collect her wits, and then her hand is slowly, gently caressing my face, as if she's found something extraordinarily rare and precious.  "I don't know what I'd do without you, Will."  She says softly, so softly I can barely hear her.  I can feel her fingers  stroking my cheek, no discernible pattern to the touch, just unceasing soft movement. "I know I've been the absentee friend lately...It's just that..."  She shakes her head, cutting herself off.  "I'm so sorry."

My head feels muddled.  I'm so confused...and the tickling sensations of her fingers on my face aren't helping my concentration, but...I think I'm getting close to something.  Something she's been trying to hide from me.  "Just what, Buffy?"

Her eyes leave mine, and take a sudden interest in what her fingers are doing.  She swallows hard, and I think I can see sweat starting to glisten on her skin.  "It's just that...I think I'm going to lose you anyway."  I didn't hear that.  I can't possibly have heard that right.  What?  She starts talking again before I can question her. 

"You're brilliant Willow!  You can go to any college you want, they all want you.  Me...I'll be lucky if I graduate high school.  My grades should be nuked.  What college in their right mind would want me?  Not that it matters...it's not like I can leave Sunnydale.  Big future as the Slayer ahead of me...ever notice that the Watcher's council doesn't have a retirement plan?"

"You...you think I would...leave you here to go to college?"  I blink at her, suddenly aware of where her insecurity is coming from...all that talk about colleges pitching woo.  I shouldn't have done it...especially in front of her...it's just that it was so flattering to get letters from all the big name schools.  Imagine...me, little Willow Rosenberg getting a letter from Harvard.

"I would...if I were you.  Given the chance...I'd get as far away from Sunnydale as I could.  Leave all this pesky danger and vampires behind.  So, what school seeking the brilliant mind of Willow Rosenberg is the farthest away?  Harvard?  Yale?  You know you would make an excellant doctor...or a lawyer." Her tone toward the end is nearly perky, and she's pinned a huge, cheerful grin on her face, but it doesn't quite reach her eyes. I see and hear the pain behind the false brightness.   I can only imagine how much this has eaten at her...fearing that I'd go away and forget her...wishing she could change fate.  Though how she could think that I'd actually do that is beyond me.  I love her too much to ever want to leave.  But then, have I ever really told her?  I remember being so excited by those letters.  They must have really shook Buffy's faith.  Shook it so much that she'd give up entirely, and give in to Faith's pull toward the wilder side of being the Slayer.

Well, I can't let her keep thinking that.  Look at all the trouble it's caused her already.  I'll just simply have to make her see that I don't plan to leave her...ever. "Actually...I was...kind of thinking of going to U.C. Sunnydale."  I say calmly.

She stares at me for the longest time, the little niche in her eyebrow standing out as her brow furrows, as if she can't quite believe what I just said.  "You..."  She opens her mouth, closes it, shakes her head, then raises an eyebrow at me.  "Did you just say..."  She trails off again, and I simply nod at her.  Her eyes open wide, her jaw nearly hits the floor and I swear if she gets any paler she'll be nearly transparent.  "Buffy...breathe."   I tell her, half afraid she'll pass out.  Very slowly a smile is nudged out of hiding, tiptoeing across her face as if afraid to be noticed.  Her eyes take on an inner gleam, and they are happier than I've seen them all night...all week really.  But then, inexpicably, the smile disappears and she starts shaking her head at me, regretfully.  "Willow you can't."

"What do you mean I can't?"  I ask her, not quite believing she actually said that. Oooh, she just makes my blood boil. Buffy can be so dense sometimes.

"I can't let you stay here because of me.  All those schools want you...and I know you can get in...easily."  The discouraged slump is starting to overtake her body again, and that just makes me even madder.

"When are you going to get it?"  I ask, leaning into her face.  She's shocked by the sudden movement, but she doesn't flinch.  "They may want me, but I don't want them.  I want to stay here, with you.  I want to be with you...for as long as we have...hopefully forever...but if not...I'll take what I can get.  I'm not greedy. Just...don't send me away.  I need you too much."

Her eyes are shiny with unshed tears, as she strokes up my face, tucking an errant strand of hair behind my ear.  She mumbles something that I don't quite catch. "What?" I whisper, watching mesmerized as her lips move, but either I'm too distracted by her fingers questing exploration of my ear, or she said it too softly again. "Speak up Buffy, I can't hear you."

She's silent for a moment, intent only on her subtle explorations, then takes a deep breath and looks up at me. "I don't mind greedy."

I can't think of a reply to that, but it doesn't seem to matter.  I lay my head on her chest, and hear her heart beat. I feel her arms wrap snugly around me, pulling me, if at all possible, closer, and suddenly I'm content.  For the first time in two weeks I'm absolutely, one hundred percent content.  Why?  Well, I'm not really sure.  Could be because we just aired all our doubts and fears, you know, got them out in the open.  Someone once told me that fears get bigger if you keep them locked up, and now I know that it's true, because they don't seem so big anymore.  Even though Buffy's is certainly serious,  and not to mention, a little scary...I know if we go to Giles things will be all right.  Some how we'll find a way.  I think she feels better having someone to talk to about them.  The tension that was vibrating through her when she arrived, making her shoulder's all tense and wiry, has begun to ease away. She's here...lying on my bed.  Her heart beat is sounding a low and steady thump-thump under my ear. It feels so good to be in her arms again.  So...right.  I've found my place with her again...I think she has too, with me.

I lie there, listening to her breathe. In...out...in...out...in...out...it's soothing.  Her hand slides up my back leaving tingles behind and her fingertips knead and massage the back of my neck. Oh, that feels good.  I purr and snuggle closer.  "I missed this." I say, and somehow my voice conveys every meaning.  The closeness, the snugglies.  I've missed it all.  I feel a gentle kiss on my forehead, and then the tickling sensation of her finger running down my cheek, until it's under my chin, nudging me to look up at her.

"I missed this more." She whispers, her eyes intent on my face as she inches closer.  I close my eyes, and wait for the kiss to happen, cause it's going to...any second now...she's not that far away...and yet...wait...when...mmmmm...heaven!

Did I just whimper?  Cause, I think I just whimpered, but I can't help it...she feels so good...and it's been so long and...my parents are downstairs...I've got to be quiet...but, how can I be quiet when she's kissing my neck like that?  Mmmmm.  See?  Just did it again!

Her hand has slipped inside my shirt, fingers gliding over my back, tickling up my spine...goddess that feels so...My eyes snap open.  "Buffy." I whisper, I have to stop nibbling at her neck to speak and, darnit, I don't want to.

"Gnnn.." She replies, too interested in what she's doing to bother to make any sense. Gnnn? Gnnnn? What is Gnnnn anyway? Well, she sounds happy enough. Her hand sliding under my shirt certainly is proof of how happy she suddenly has become. And I'm happy too. Wow. Of course, I'd be happier still if she'd...Whoa! Hold it...PAUSE!! Parents.  Damnit.  Why'd they have to be home for once?  I want a happy!

My inner conflict prevents me from speaking, and not hearing an answer Buffy continues what she's doing.  Which is good because I really don't want to stop...but bad because I know we have to.  "Mmm, Buffy."  I say again, desperately...her hand is starting to move higher...tickleing along my sides...teasing toward the underside of my bra...and I'm losing my will to stop her.

"Will?"  She breathes into my ear.  Whoa!  Goosebumps!

"Ulp." I think I swallowed my tongue.

"You wanted to say something?" Buffy murmers, gently nursing on my earlobe.  Tingles...lots and lots of...tingles.

I was?  What was I going to say? "I...think...that is..uh.." Her tongue touches me behind my ear. Oh...goddess.."Nope, not a thing." I squeak, throwing caution to the wind.  To heck with it.

"Good."  Buffy murmurs, seizing my lips again.  I'm lost...completely, wonderfully lost.  Or is that found?  Either way, my brain is way too fuzzy to decide.  Our tongues battle each other, and I'm enraptured by the sweet taste of her, drinking in her groans of delight, as my fingers search out the soft, silky strands of her hair, my lifeline to reality as our kisses threaten to sweep me away.  Oh how I've missed her...missed this so much.  My heart is beating faster, I can feel it pounding in my chest as it's filled with the love she makes me feel.

"Let's never fight again."  Buffy pleads breathlessly, through our kisses.

"Were we fighting?"  I ask, equally as breathless, trying to remember the conflict she mentioned.  It's becoming a faint and distant memory for me.  She breaks off from the kiss.  "Nnnnn.."  I whimper at the loss of contact, but then she's looking at me so I rapidly search my memory.  "Oh yeah."  I grin sheepishly.  "But you know...there's gotta be something said for the making up part."

"I love the making up part."  She returns my grin rakishly and I feel my heart accelerate at the shear force of the passion in her gaze.

"Yeah...but...umm...Buffy..."  I'm suddenly nervous of the look in her eyes, not to mention the ugly thought of my parents proximity and my fear of them catching us.

"Yeah, Will."  She whispers, her eyes never leaving my face as her fingers begin to retrace their earlier path across my face.  The touch is so light I barely feel it, and yet I know they are there, ghosting over my skin and leaving pleasant shivers in their wake.

"We...we can't...you know...cause of my parents...and the catching us thing...isn't exactly pleasant." I finally take my courage in my hands and spit it out, and I can't believe I actually said it.  I prepare myself to accept the disappointment of defeat, not to mention the loss of the warm and friendly snugglies, before I look at her face, expecting to see her eyes get all disappointed and her face start that adorable pout.

But she hasn't lost that rakish grin...if anything...gulp...it's gotten wider.  "Aww, come on, Will...where's that adventurous spirit?  It didn't stop you, did it?" She says, her fingers tracing a trail down my throat, causing me to gulp.  And then her words hit me.  What can she...?  Oh.  I think I actually paled, cause she's chuckling at me, very seductively too I might add.  She can't mean...during christmas...on the couch...with her mother..right in the room.  Oh boy...I'm in trouble.

"But...but that was different...I was getting you back...for the Bronze..." I splutter, knowing it won't do me any good.  Buffy only chuckles harder at that.

"You know...you're very cute when you're flustered."  She comments, her eyes flashing with glee.  I can see she's having great fun with my embarrassment. 

"Buffy..."  Have I really resorted to whining?  She attempts to look more serious, though I can still see her eyes shining brightly.

"Come on, Will.  You know I'd never do anything you don't want."  She whispers huskily, and I can feel myself pulling towards that voice, that tone.  Who says I don't want this?  "But you know...I'm really quiet...they'd never hear me."  She's gone back to nibbling on my neck...I think she's trying to seduce me...scratch that...I know she's trying to seduce me.  And boy is it working.

"Well...you can maybe...but what about me?  The last time I tried to keep quiet I bit my lip until it bled."  Her face is amused, apparently remembering that little fling in the shower, of course, thinking about it doesn't really help my condition right now.

"Don't worry."  Buffy grins, leaning into me.  "If all else fails I'll just do this."  Her hands are in my hair, pulling my head toward her as she takes control of my mouth again, her tongue probing deeply.  Oh...I see where that could be...beneficial.

Goddess, is that ever beneficial!  I'm moaning into her mouth, but I can't seem to control it.  Being with Buffy makes me feel things I've never really felt before.  I don't think I'm even conciously aware of it...it just seems to flow out of me...like my body has to sing praises for the magic she does.  A knock at my door pulls us both rapidly back from the brink.  I see a flash of panic in her eyes, that must be matching mine, before I spring off of her and look nervously toward the door. 

"Willow...are you all right...your mother thought she heard someone groaning."  Oh Goddess!  Not my dad!  Not now! 

"Umm..."  Oh great, why does my brain have to pick now to freeze up?!  I glance hurriedly around the room, searching for any plausible explanation, before my gaze rests briefly on the television set.  I don't recall even turning it on tonight...but there it is, displaying a movie I don't think I've ever seen, and which I obviously haven't been watching.  "Uh...yeah...um...I'm just watching this old movie.  It has a lot of violence...people shooting at each other and women screaming and stuff..."  I don't have the foggiest idea if that's what had really been going on, but it looked like a safe bet. 

"And the car chases...don't forget the car chases."  Buffy whispers at me, grinning  mischievously when my eyes widen in her direction and I shush her with a finger, a scowl on my face.  "So...that's...probably what you heard."  I finish lamely, hoping against all hope that he actually buys that.  I can feel my father frowning at me through the door, but he's way too polite to just open it...something I'm extremely grateful for at the moment. 

"Well, as long as you're all right."  He responds, sounding doubtful to my own ears, or is that just my guilty conscience working overtime?  "Just don't stay up too late.  Your mother and I are going to bed.  We'll see you in the morning." 

"Oh...okay...I won't...night Dad." I almost can't believe my luck...I'm actually getting away with it.  I can feel Buffy's body, shaking with laughter, against my leg, but I wait until I'm sure he's gone down the hall, before looking at her. 

"We were almost so...busted."  She whispers giggling helplessly, although thankfully silently. 

I simply stare at her, caught between being angry that she's finding my near mortification at getting caught necking by my parents hillarious, and giggling in relief that I actually got away with it.  I settle for tackling her.  "So...you think that's funny do you?"  I ask, my best indignant look planted firmly on my face, while seeking out her ticklish spots mercilessly.

She defends herself admirably, but I know where all of her tickle spots are and just how to tickle them to get the best effect, so it isn't long before she's crying uncle.  "Well...it isn't all bad."  She says, as I relax on her chest once more, catching my breath.

"How so?"  I ask, hoping she'll explain this one to me.  I'm not finding the interruption of our love making nearly as funny as she is apparently.

"Well...at least we know where they are now...and they should be sleeping soon.  So we won't have to worry about them catching us." 

"Yeah...my heart is grateful for the near miss."  I growl at her, and she grins.

"You should see the look on your face."  She's giggling, her eyes flashing with merriment.  "It's priceless."  Oh yeah?  She still thinks this is funny, does she?  Well, I'll show her...I'll...I'll...mmm...awful hard to stay annoyed at her when she's kissing me like that.  And, who said she can kiss me when I'm still...okay...so I have absolutely no intention of stopping her...not in this lifetime anyway.

I'm not sure we should pick up right where we left off, though...I mean...shouldn't we wait a few more minutes?  Just to make sure my parents are asleep?  Apparently Buffy doesn't think so.  She's massaging my leg with her foot and her tongue...oooh, that tickles...is doing really...really wonderful things inside my mouth.  She sure knows how to scatter my thoughts to the four winds...especially with her hand rising slowly up my shirt...inching closer to my...eep!  "Buffy!"

"Shhh...you have to be quiet...remember?"  She breaks off from my mouth to whisper that in my ear and it sends warm tingles up and down my spine.  "Oooh...but..."  I can feel my back arching up into her touch...she's touching my...yep, that's my...and she's making those little circles that drive me crazy.  I think I'm starting to sweat...yes, it's way too hot in here.  Maybe if she...oh yeah...that's better...shirt was just getting in the way anyway...too constrictive.

What is she?...oh...oh wow...she couldn't do...that...with my shirt on.  "Yes."  I'm not sure why I said 'yes'  I'm pretty sure I meant to say 'no...slow down...wait' but it doesn't look like I'm in control of my mouth anymore.  Then again...with her sucking...no, nibbling...oooh, teeth...well...I'm pretty sure thinking is going to become a non issue before very much longer.

Buffy growls when she's aroused...I'm not even sure if she's aware that she does it...they're not distracting...they're not even very loud...but I think they're incredibly sexy.  She alternates between my breasts, like she has trouble deciding which one she likes the best, so she just claims them both, and while she does that...she growls.  Not that I have a problem with that...nosiree bob.

Her hands...goddess...her hands are all over me, but they're not harsh with her passion and that's what surprised me about being with Buffy at first...her gentleness.  I mean, she's this great hero...this important Vampire Slayer...with the strength and speed to kill vampires, and she can hold me in her arms so gently...rock me like a newborn until I fall asleep, or bring me to the greatest heights of passion all with the gentle stroke of a finger.  She uses her strength to great advantage though...she never stops...never seems to tire...and when she wants to undress me...she can do so effortlessly.

There's a time when we make love, when my thinking shuts down completely and all I can do is feel.  Yes me...the great thinker...the one that thinks tirelessly.  Seems the only thing that can get me to stop thinking is her...the feel of her undulating below me as we converge our bodies together.  She sweeps me away...so gently...and yet so passionately. 

The softness of her skin, mixed with the odd contrast of the feel of her muscles excites me, the smell of her arousal and mine combine to create the most sensuous musk.  She moves inside me and I forget how to breathe...forget how to speak...heck, I even...for a short while forget who I am.  It's like I become her...or she becomes me...maybe...we just become each other...or we become a part of each other...yeah...that's it...we join...we are one for one timeless moment.

And then...suddenly...it's past me and reality is creeping back into our moment as I hear my cries echoing inside Buffy's tightly clamped lips.  She's engulfing the sounds, matching and muffling them with her own.  I feel drained, suddenly weak all over...open to her...vulnerable, but Buffy is holding my still trembling body, so that's okay...Buffy's here, and she'll keep me warm...keep me safe.

"Shh...shh.." Buffy's murmuring in my ear, petting my hair back away from my forehead and I realize I'm whimpering.  My trembling hasn't stopped, in fact it has increased into shakes.  It seems like a weird reaction...the funny part is, I don't even know why. 

"It's okay."  She keeps murmuring in my ear.  With one arm wrapped around me, rubbing soothingly up and down my back, she reaches for the covers, bringing them up around my shaking body, attempting to get me warm.  I can feel tears around the corners of my eyes, leaking down my face, dripping onto her breast and I wonder why I'm crying.  I mean, Buffy's the one with the huge problem, so why am I the one bawling like a baby? Well...probably because I've always felt Buffy's pain as acutely as my own.  But to start crying right after she brought me to such ecstasy?  I feel like an idiot.

"I'm sorry."  I whisper, wondering what she must be thinking.  'Rosenberg finally blew a gasket' most likely, except Buffy doesn't know what a gasket is and probably wouldn't use the word in a sentence even if she did.

"Shh...it's okay...I'm here."  Buffy whispers again, kissing me on my forehead.  The words don't help my inner disarray of emotions, but they do help to settle me.  That and the feel of her arms wrapped snugly around me, her right hand massaging the base of my neck, while her left rubs my back in slow circles.  Her touch anchors me to this time and place, lets me know that she really is here, that she hasn't left me...hasn't forsaken me.

"I...I don't know why I did that."  I can hear the confusion in my voice...she must hear it too, cause she brushes her lips gently across my forehead in another soft kiss.  I love it when she does that, makes me feel loved...cherished.

"It's okay, Will.  It's perfectly natural."  Her voice is low, a quiet confession between two lovers.  She interlaces her fingers over my back, I don't move, just letting the warmth of those rough, powerful hands, seep into me, doing something they don't get to do enough. Be loving.

"It is?"  I can't ever remember crying after making love...not that I've been doing this for a long time...but still, I guess there really is a first time for everything.

"We were pretty emotional earlier.  It's only natural...that it should come out...when we least expect it." Buffy grins ruefully at me, bathing me in her smile and it warms me from my tummy to my toes.  Funny how she can make me feel better with just a grin.  "Feel better?"  She asks me, still smiling that fuzzy jammies smile at me.

I pause a moment, examining my emotions and discover I do indeed feel better...if a little embarrassed.  "Yeah...I do." I nod against her chest, feeling her breath hitch as my hair slides along her nipple.  "I'm sorry I..."

"Hey, no more apologies."  Buffy reprimands me softly.  "It's okay...it happens...it's nothing to get embarrassed over."  Now that I feel better, I notice she's still strumming slightly...and it occurs to me that she hasn't errr..umm..released yet, had her fun, been thrilled, pleasured, experienced my love touch, been sent to heaven, achieved nirvana, ascended to the mile high club...been the victim of 'Willow lovin'. Okay now I'm getting hokey.

"Buffy...are you still...?"  I ask, and my tone of voice leaves no question to what I'm talking about.  Her eyebrows rise on her face as my hands slide up her chest...just to be sure, of course...and she jumps unintentionally. I'm pretty sure I'm grinning in what Buffy has fondly termed my 'wicked witch' look too.

"Oh yeah."  She says quickly, and I can hear the pain of barely repressed desire in her voice.

"Oh!"  I bolt upright, looking down into her smiling but slightly pained face.  "Oh, Buffy...I'm so sor-"  She breaks off my sentence with a kiss, her tongue swirling with mine before she pulls back to look at me, a mock sternful look on her face.

"What did I just say about that word."  She scolds me, and I have the good grace to blush.

"I..."  A pointing of a finger stops my words for a moment, before a cheeky grin covers my face.  "...love you."  Funny how those three words brighten up her face like a warm summer day and make her eyes go all shiny.

"I love you too."  She whispers back to me, and I know those words come from some place deep inside her...some place very true.  She rises up to meet me and our lips meet, once...twice...I can feel her heart beating...pounding really, beneath my fingers, her desire once hidden barely beneath the surface is rising to the top rapidly.  "I need you, Will."  She begs me and I can feel myself responding to her need.

"I need you too."  I assure her, my hands sliding down over her chest, playing with the soft slopes of her breasts.  Not teasingly, I know her like I know the back of my hand, and I know teasing is not what she needs.  She's about ready to burst...she needs confident...sure touching now.  "Never leave me, Buffy."  I plead, twisting her nipples with my fingers. 

"Never."  She vows with a groan, bringing my lips to hers in a searing kiss.  My hand inches between our bodies and she bathes me in her warm fluids, my fingers find their place unerringly and she arches into them, taking them into her deeply.  "God Will."  I can tell it won't be long...she's too excited by making love to me to be able to stand much more.  Buffy's panting now, clutching on to me tightly.  Good thing she knows her own strength or I'd be pulverized every time she climaxes.  I can feel her inner muscles clinging tightly to my fingers, her head is thrown back her neck arching gracefully with the sensations and her lips reveal the slightest of whispers.

"More." She gasps, "Please more, slow...slow..but more."

I hook my free hand around her waist, not breaking the pattern of motion I'm doing with the other. Pulling her tighter against me, I duck my head down and gently take her left breast between my teeth, nipping and sucking at her nipple as my fingers work gently in and out of her. Wrapping my arm around her waist even tighter, I use the fingers of my  free hand to apply gentle pressure just above her very swollen clitoris.  I remember how she touched me mere moments...minutes before, the exquisite joy and pleasure her fingers gave me, and I relish in returning the favor.

"Gnnnnaaah..."  She agrees!  I increase my efforts, pushing harder, moving faster, nipping tighter and she writhes with every touch.

She opens her eyes to look at me, and I'm lost in the deep blue of them...the blue that convey so much love and desire, and then she arches again, rising up on my fingers before gently impaling herself...whimpering at the sensation. 

I move up and kiss her cheek, she's too busy panting to actually kiss.

"Yes." I encourage her.  "Yes, my baby.  Yes."  My whispering soft and quiet. I feel so sexy, she feels so sexy, god I love her. I love this. I love her.

"Yes...let it go."  I whisper and nip at her earlobe.

And then she does...with barely a groan. She tightens around my fingers, squeezing them almost painfully tight. Her hands wrap around my shoulders, holding me against her tightly, her muscles tremble with repressed energy as her hips thrust automatically, beyond any control, sense or whim, just pushing and wanting and wanting and pushing. Her lips open and flutter shut, I can see her clenching her teeth in her effort to keep silent. She almost makes it.  A slight whine, in the back of her throat slips past her despite all the effort.

"Wiiillllooooowww....." She keens against me. Burying her head against my neck and sobbing.  It's like a mirror of my earlier reaction.  What causes it?  Joy?  Relief? I don't know, nor do I care, really. It's enough to know that I love her and she loves me. It's all good.

Collapsing in a jumble of arms and legs, we hold together tightly, neither of us wanting or willing, I think, to let go. I can feel her breaths coming out in harsh gasps against my neck, still trying to regain the breath so recently stolen from her during climax.  I murmur a litany of 'I love you's' in her ear, and feel her brush breathless kisses on my face in response.  It feels so good just to hold her like this, to feel her wrapped securely around me, her legs still curled around my thighs, our pelvises still clingling together wetly, our arms still holding and supporting each other.

We came so close to letting our own blind insecurities and fears destroy us.  I vow never to let that happen again.  Buffy is my lover, the person I hold most dear in this world, and the best friend I've ever had.  I don't know what I would do without her...and I don't intend to ever find out. 

As her breathing quiets into a more steady rate, I realize she's gone all quiet.  For a moment, I wonder if she's sleeping...which wouldn't be a bad thing...I certainly don't want her to leave, and wouldn't mind sleeping in her arms all night.  My parents, on the other hand, would certainly wonder why I was having an impromptu sleepover party if she's still here in the morning.

"Will..."  She speaks, startling me out of my reverie, and I realize, belatedly, that she's still awake.  She's just been being really, really quiet. Her hand moves languidly through my hair, scratching at my scalp and lingering tendrils of pleasure seep mellowly into my blood stream, eliciting a passive groan.

"Buffy...?"  My voice sounds husky, and I realize the calm quiet has been putting me into a pleasant daze, sending me closer to dreaming myself. 

"I still don't know what I'm going to do about Faith."  She murmurs quietly, a note of regret and remorse lingering in her tone.  The tone pulls me hesitently, regretfully out of my warm, safe zone, and I feel bad because I want to be there for her, I want to know the answers to tell her...but I just don't.

I look up into her eyes, seeing the worry deep within them, and hunt for any possible answer that will chase the look away.  I can think of only one reply, and hope that it's enough.  "I don't either, Buffy.  But...tomorrow...we'll go to Giles.  He'll know what to do."  I put on my best self-assured look and hope that she buys it.  I don't know if she does or not, but she pulls me down onto her chest once more, snuggling into my hair.

"You're right, Will."  She breathes, sounding sleepy as my eyes drift shut.  "Giles will know what to do."

*****

I can still hear them...still hear the noise ringing in my ears.  Damn her...damn them both.  Damn this Slayer hearing.  I can't believe it.  I don't know what I expected when I followed B here.  I mean, at first, I didn't even know she was coming here.  I thought that I could stop her...that maybe we could talk.  I know she's been upset about...well...about what I did in that alley.  She's been avoiding me ever since it happened.  Miss goodie two shoes can't get over it, even if the jerk did earn what he got.  I mean he wasn't exactly the squeeky clean type.  I don't get what the big deal is.  I mean, so I killed a human...so what?  It's not like he didn't deserve it.  And to think...for a while I actually thought she was fun...maybe even a little cool.  I mean, she was starting to come around to my way of thinking.  I thought she was even starting to...to feel for me the way that I...she sure had me fooled. 

But no, now she's acting like this is all my fault...maybe seeing that sucker gutted was too much for her to handle.  I should have known she'd run off to Red.  That she'd be crying on her shoulder instead of crying on mine.  Those two are so tight with each other they should be twins. I should have known something was odd with them. They're just too...giggly around each other.   But I figured that's just what best friends do.  How would I know?  It's not like I've ever had one before.  They sure had me fooled. I certainly didn't expect to find them boffing each other's brains out...who knew they had it in 'em.  I sure didn't...there's a surprise for me.  Miss goodie two shoes getting it on with her best friend...The bitch. Both of them, bitches.'

So they're going to go off to their friendly, neighborhood 'Watcher' are they?  Tell him all about how big, nasty Faith killed the poor, innocent 'wittle' human?  Yeah, right B.  Not if I get there first.