Rating: R/NC17

Pairing: Buffy/Faith

Disclaimer: These characters are not mine and I make no money off this.

Summary: Season Three. What happens after the homecoming dance.

Faith opened the door to her motel room and let out a silent sigh. She looked around the room and wished the place was cleaner. It was never her top concern but now she kicked herself at the fact it wasn't as she let Buffy inside and closed the door behind them.

The night was eventful for both of them in different ways and that was evident by their appearances. Faith was all dressed up and had just spent a boring night at Sunnydale High's homecoming dance. The only real fun she'd had was when she'd embarrassed Buffy's ex, Scott, but the rest of the time all she did was wait for Buffy in an uncomfortable dress and shoes.

Buffy's night was more eventful but she didn't think it was in a good way. She was hunted, part of Slayerfest '98, and spent most of the most of the night trying not to be a hunter's dead trophy. Not only had she missed most of the dance and ruined her dress but she didn't get to be homecoming queen either.

Once Buffy finally made it to the dance most of it was over and since she looked like she'd been in a fight, she had no intention of staying. Faith had caught up with her and after talking for a couple minutes they ended up walking to the motel. Buffy could tell Faith didn't want to hang out with her high school classmates and Faith could tell all Buffy wanted was to get cleaned up and not think about the events of the night.

"Did you have any fun at the dance at all?" Buffy asked as she slowly sat on the edge of the bed. Her eyes quickly roamed Faith's body, something she'd done a few times already, and again noticed how incredible she looked.

"Nah," Faith answered, a small smile on her face as she sat next to her, "I like to dance but I'm not big on dances. Besides, I was only going to hang with you and then you go off and do something cool without me."

"You think getting hunted is cool?" Buffy couldn't help but laugh at the look on Faith's face. She couldn't quite describe it but the first thought in her head was that it made Faith look cute. After that entered her head, the thought didn't leave so she tried her hardest to ignore it. "You and I have very different views of what's cool."

Faith laughed. "Come on. You can't tell me you didn't have a little fun at turning the tables on all those hunters and taking down each one?"

"Well . . ." Buffy started, a small smile beginning to appear on her face as she thought about how she, and to some extent Cordelia, outsmarted each hunter, "I guess it didn't completely suck."

"I knew it!" Faith lightly placed a hand on Buffy's shoulder as she laughed. "I knew we thought alike."

Buffy shook her head and let out a quiet sigh, several thoughts crowding into her head at once. "Not really."

Faith turned to look at her and noticed Buffy's demeanor had almost entirely changed. She knew most people thought she was stupid but she could always easily tell when someone's mood took a downward turn. "What's wrong, B?"

"You know why I wanted to be homecoming queen?" When Faith shook her head she continued. "Sometimes I just wanna be normal. I think about what my life was like before the slaying and I want that. I want to be popular. I want to have everything that I used to have." She laughed quietly. "Sometimes I even wish my parents were still together."

Faith didn't know what to say right away. She hated her life prior to slaying and never had a thought about going back to that but she and Buffy had very different lives before they were called. That was likely why they thought differently about slaying. Faith didn't have anything to miss.

"Can't think like that, B," Faith said as she inched a little closer to Buffy. "You gotta think about what we do now. We save people's lives, B. We stake vamps, kill demons. That beats being popular or being a cheerleader with the perfect boyfriend or even having the perfect family. What we do is way better than all that." She paused and smirked. "Though I bet you looked way hot as a cheerleader."

Buffy laughed, not knowing if Faith was serious or just trying to lighten her mood. "I did look pretty good."

They both laughed at that as Faith put an arm around Buffy. "And we both look pretty hot with a stake."

"It's good to see you put things in perspective, Faith."

"That's what I'm here for, B." Faith took a breath and decided to say something she never thought she'd ever say to Buffy. "Ya know, B, I'm always here to back you up. Doesn't matter what it is."

"We are the Chosen Two."

Faith had to smile at the comment. She couldn't remember if Buffy had ever called them that before. She'd always had that nagging thought in the back of her head that Buffy thought she was just the back-up, the secondary slayer that wasn't needed or even wanted. It felt good that wasn't the case. Maybe she actually thought they were equals.

After a minute of silence, their eyes met and Buffy thought she saw something in them she hadn't seen before. Maybe it was always there and she hadn't taken the time to look but she saw that Faith cared. She had formed the opinion that Faith didn't really care about anything other than the slay but she couldn't deny the evidence in front of her. Faith's eyes always seemed to betray her and that seemed to be what they were doing right now.

There weren't any words for what was going through Faith's mind. She never had gotten this close to Buffy before and her brain was going a mile a minute with what to say, what to do. When her eyes met Buffy's she could only react on instinct and did what she'd secretly always wanted to: she leaned in and gave her the lightest, most gentle kiss she'd ever attempted.

Buffy's brain seemed to shut down once Faith's lips tentatively pressed against her own. She hadn't ever thought about Faith in any way other than a fellow slayer, not that she would admit to anyway, but she was sure thinking about it now. Before she knew it she was slowly responding to Faith and felt herself being held moments later.

They kissed lightly for what seemed like forever to both of them until Faith slowly broke away. She looked at Buffy intensely as she moved a hand through her hair, gently pushing it away from her face. For the first time since they had walked into the room she remembered that Buffy was still dirty and even a little hurt from the night's events. She could see she had a couple cuts and Faith thought she probably would want to clean up a little.

She gave Buffy a small smile and hoped like hell it didn't come off as sexy. Now wasn't the time for Buffy to think she was trying to seduce her. Faith knew that was definitely the wrong move right now and would definitely wreck whatever progress they'd made as friends.

The pair stood and Faith took Buffy's hand, leading her to the bathroom. Buffy wasn't sure what was happening but she followed her anyway. All she knew was she was seeing a side of Faith the other girl had never shown her before and she liked it. She liked that Faith trusted her enough to show it to her.

Once they got to the bathroom, Faith closed the door and walked over to the shower, turning it on. She listened to the pipes creek and moan for a moment, making sure the water would start to warm before turning back to Buffy. She placed her hands on her arms as delicately as possible as she leaned in to kiss her again.

It took a minute but she felt Buffy start to respond her soft kisses and that gave her the confidence to move her hands to her back, her fingers finding the zipper of her dress and pulling it down with ease.

Faith moved away enough to look into Buffy's wide eyes. "Okay?"

Buffy didn't know what to say. She'd never considered anything like this before or thought she'd be in this situation. She knew Faith probably expected her to say no and leave but what she was thinking even surprised her. The thought she had was that she wondered what Faith looked like out of her dress.

She gave Faith a small nod and they slowly undressed each other. Faith was not only surprised that Buffy gave her the go ahead but she was taking off her clothes as well. It wasn't something the Buffy she knew would ever do. Then again, they both were doing things the other didn't expect.

After shyly looking each other over, Faith led them into the shower. The warm water washed over them and Buffy turned away from Faith, letting the stream of water hit her face. She felt Faith ease her arms around her waist as she did, her hands moving over her stomach. A moment later she began to place soft kisses on her shoulder.

Faith's mind was going a mile a minute and it was all she could do to stop herself from taking Buffy right there in the shower. That wasn't what she wanted, thinking it was the wrong move, so instead she let her hands glide over smooth skin and lightly kissed wherever her lips could reach.

They soaped each other down, washing away all the dirt and some blood that covered Buffy after her fight. Faith turned Buffy to face her and moved her hand from her body to touch her face instead. She looked into her eyes, still trying to make sure there wasn't any doubt there. She didn't know why she was still looking, Buffy was in the shower with her after all, but if she saw any she knew she would stop in a second. There wasn't any way she was going to take advantage of someone she wanted so desperately to like her.

To both their surprise, Buffy was the one who leaned in and pressed her lips against Faith's. Faith couldn't help but smile before concentrating solely on Buffy. She wrapped her arms around her as they kissed under the water, loving the slick feel of her wet skin. She felt Buffy do the same and that gave her the courage to finally deepen the kiss, something that made them both moan quietly.

Buffy couldn't believe what was happening but she was more than okay with it. The only thing that surprised her was how slow they were going. By the way Faith liked to brag Buffy had always thought they would already be going at it hard and fast. That's what would fit her personality or at least that was the impression Buffy got. She never thought that Faith holding her would be so comforting or that she was capable of simply holding her.

They only stayed in the shower a few more minutes before Faith turned off the water and stepped out, taking Buffy's hand so she'd follow her. She grabbed a couple towels, mumbling her gratitude to who'd ever listen that she actually had two clean ones, and handed one to Buffy.

"Should probably dry off a little."

"Yeah," Buffy said quietly as she took the towel and began to dry herself off. Pretty soon she had a little help though as she felt Faith begin to move a towel over her skin.

"Look a little cold," Faith said with a smile. "You are so beautiful, B."

Buffy blushed at the comment, especially given that she was so exposed. "You are, too," she whispered out.

Faith grinned and did something she knew Buffy wasn't expecting: she picked her up and carried her out of the bathroom. Buffy let out a surprised giggle and wrapped her arms around Faith's neck until she was placed on the bed. Faith joined her a moment later, covering them with blankets before taking Buffy into her arms.

Neither of them knew what to say. Buffy had no idea what was happening between them but didn't want to say anything that would stop her from seeing more of this new sensitive Faith. For some reason she loved how comforted she felt in Faith's arms and didn't want that feeling to go away. After the night she had, it was making her feel a lot better.

From past experiences, Faith only knew what not to do and she didn't want to do what she normally did. She'd always wanted to try the slow and intimate approach but never had the opportunity or really, had never been with a person she wanted the opportunity with. It'd always been easier to do hard and fast, to get off and get out. Buffy wasn't someone she could fuck hard and fast. She was too good for hard and fast for their first time together. Faith wanted so much more than that.

They kissed again but it didn't stay light for as long as all the other ones did. Faith gently slid her tongue into Buffy's accepting mouth at first opportunity, causing Buffy to tighten her grip on her. At the same time Faith moved so she was more on top of Buffy and the feel of her skin against her own almost made her break their kiss to moan out into the room.

When they finally did break apart to breathe Faith started to kiss and lick down Buffy's neck, really wanting to worship every inch of her body. Her skin tasted incredible and Faith couldn't stop moving her hands over it.

"That feels so good, Faith," Buffy sighed out quietly. Her hands gripped Faith tightly as she tried to think clearly but that seemed to be impossible when Faith's full lips were on her. She wanted to explore her body, too, but Faith had her very preoccupied.

Faith pressed her lips to Buffy's ear, kissing it lightly. "Just gettin' started, B," she whispered before moving back to looking into her eyes. "You gotta tell me if you wanna stop."

Buffy brought a hand up to Faith's cheek, caressing it gently. She smiled as Faith closed her eyes at the feel of her touch. "I don't want you to stop."

Their next kiss was still slow and tender but there was a little more passion now, too. Faith couldn't believe Buffy wanted what they were doing as much as she did. It made her a little nervous but she tried to push all that away as she broke away from Buffy's lips and started a slow decent down her body.

She knew she had more experience than Buffy and for the first time that experience scared her. Faith felt a sense of responsibility in what was happening now. Even though she'd never attempted slow and intimate before, she knew she had to be the one to take the lead. It was something she was more than happy to do but she was terrified it could all go wrong.

Hearing Buffy let out quiet sighs below her, Faith went about placing wet kisses along her collarbone and down to her breasts. She felt Buffy's hands move over her shoulders and into her hair as she moved lower and she could tell she might be nervous. Faith tried to go as slow as she could and tried to relax her as she moved her hands over her skin but she was a little nervous herself. The fact that it was Buffy she had naked in her bed was more than enough reason to make her nervous but she shook it off as best she could as she began to place kisses over her breasts.

Buffy moved against Faith as she was kissing her. She was getting more turned on with each kiss and more nervous, too. She felt so inexperienced and even slightly inadequate as Faith kissed her skin. Her one time with Angel didn't exactly give her a wealth of knowledge when it came to sex and it definitely didn't help her with Faith. There were so many things she thought she could do wrong but thankfully she wasn't able to think about it much, her mind going blank as Faith began to suck on her erect nipple.

"Oh, God . . . Faith," Buffy sighed out only to moan a moment later as Faith worked her magic, sucking and playfully nipping at each nipple in turn.

Faith smiled as she continued to kiss down her body, keeping a hand moving over her skin as she did. She could already feel how wet Buffy was and that fact made her more proud than anything else. It was proof she was doing something right and that's what she wanted more than anything. She wanted Buffy to feel amazing.

Once she kissed over her stomach, Faith stopped herself from going any further. She knew if she continued kissing over her body she wouldn't be able to resist tasting Buffy for the first time and she wasn't sure either of them were ready for that. That was why she kept repeating the word slow in her head over and over as she moved back up Buffy's body.

Their bodies slid together and Buffy wrapped her arms around Faith as she became level with her again. Their eyes met and Faith let a small smile show, hoping to relax whatever nerves she had before lowering her head to give her a soft kiss.

Buffy returned the kiss carefully, trying to concentrate on what felt good instead of what was happening. That way she wouldn't start freaking out which was the exact opposite of what she wanted. No, she wanted Faith to know she wanted to be there even if she was a little scared.

They kissed softly for a few minutes, both working up the courage to push to the next step. Faith finally did, deepening the kiss while inching a hand down Buffy's body. She could feel her nerves as it moved even though she could tell Buffy was trying not to show it. She almost wanted to tell her it was okay that she was nervous but thought better of it. Something like that might do more harm than good and may even ruin the moment.

Faith broke away and started to kiss Buffy's neck again as she sighed out. Buffy felt Faith's hand slowly moving lower and gently massaging her skin as she kissed her and decided to concentrate on the feel of her hand. Her hand was much softer than she'd ever thought and it surprised how Faith was capable of such a gentle action. It also surprised her when the hand stopped at her hip and didn't move any lower.

Instead of feeling her wetness on her fingers, Faith used her hand to gently nudge Buffy's thighs apart, letting her rest more comfortably between her legs. Both of them moaned out at the new contact and Faith almost immediately started to lightly thrust down. She continued to remind herself that she needed to go slow but everything was so right.

"Faith . . ." Buffy started but couldn't seem to remember what she was trying to say. She could feel how wet Faith was now and the fact that she was hitting her just right with each thrust made her want to cry out every time.

Faith smiled down at her before kissing her again, happy she was obviously doing something right. She wanted to jump for joy when Buffy started to meet her thrust for thrust. It made her want to go faster and no amount of repeating her go slow mantra could make her keep the slow pace.

They moved against each other faster as they kissed sloppily. There was so much Buffy wanted to do now that she was finally losing some of her nerves but it was all she could do to hold on as Faith continued to do everything to make her feel incredible.

As much as both of them didn't want to, each of them knew they were already so close to coming all over the other. Faith broke away from Buffy, gasping for breath as she rested her forehead against hers.

"I'm so close, B," she whispered out but it turned into a moan at the end as she continued to move against her. "Can you feel it?"

Buffy tried to nod but she couldn't seem to so all she answered was with a moan. She gripped Faith's back tighter as she cried out and came hard. A couple more thrusts and Faith did as well, burying her face in the pillow beneath Buffy's head as she screamed.

They continued to move against each other as they came down from their high until Faith finally collapsed on top of Buffy. She nuzzled her neck lightly, taking a moment to breathe her in. She felt Buffy arms tighten around her and she hoped that was a good sign. The last thing she wanted was for her to instantly regret what they'd just done.

Both of them just lay there for the next few minutes as they tried to catch their breaths. Once they did Faith rolled them so she was more on her back and Buffy was pressed close against her. She kept her arms around her, hoping she'd get the hint and not move.

Buffy wasn't sure what to do next. Every time she moved the smallest amount she felt Faith react like she was trying to keep her there but that didn't make sense to her. All the bragging Faith did didn't involve basking, cuddling or even waking up with someone the next morning. No, it was always get some and get gone and Buffy was almost expecting to be shown the door at any moment. She moved away, testing the waters, but Faith only held her tighter.

Faith figured she knew exactly what Buffy had to be thinking and didn't want that thought anywhere near her head, much less in it. She brought a hand up to her cheek, caressing it lightly. "Do you need to, I dunno, call your mom or something?"

"Huh?" was all Buffy managed to get out right away. That wasn't what she thought Faith would be asking her.

"Won't your mom be worried if you don't show up at some point?" Faith asked quietly. "I mean, Mrs. S seems like the type of parent who gives a shit, ya know?"

Buffy nodded as she became more relaxed in Faith's arms. "Yeah, she is."

Faith took a breath and decided to really put herself out there. It didn't seem like Buffy was getting what she was asking. "B, do you need to call your mom so you can stay? I want you to stay with me."

"Yeah?" Buffy asked quietly.

"Yeah," Faith said before kissing her cheek lightly. "I know I've said things that'd make you think different but . . . I don't want that with you, B."

Before Buffy could respond Faith kissed her again and she nearly melted right there. The kiss was so tender yet passionate that she couldn't help but respond. It didn't last very long though because soon Faith was pulling away to smile at her.

"Call your mom. Then we can get some sleep 'cause in the morning I really wanna explore you a little more."

Buffy blushed brightly but still managed to pull away so she could call her mom. She was suddenly very interested in what Faith had in mind for when they woke up.