Rating: NC17

Pairing: Buffy/Faith

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

Summary: Set during Season Three. Buffy's not with Angel here. A series of bets between the Chosen Two have a very sexy ending.

The third date rule should not apply to me. I mean, I'm a teenager whose only real relationship was with a two hundred plus old vampire and we all know how that ended. There hasn't exactly been a whole lot of third dates for me but Faith keeps using that term as we walk. I don't even think that can apply to our situation anyway.

Faith and I have been getting along great the last few weeks. We finally settled all of our differences on Christmas Eve, turned over a new leaf or whatever, and it's been going pretty smoothly for us since. We're able to joke around with each other and even tease here and there. It's all very easygoing, which is a welcome change for us.

Maybe it's the teasing that started all this. We've been having these contests the last couple weeks or so to keep things interesting on patrol. Not anything huge, just things like how many vamps we could slay and how fast we could, if we could take down whatever demon came our way and things like that. After a couple of nights though Faith wanted to make it interesting and have friendly wagers with each contest we thought up.

Here's the thing: Faith's always been very flirty and lately she's been upfront that she'd be more than open to a "more than friends" option. That shocked me a little when she first brought it up but after the first couple times I got used to her bringing up the idea, more than I thought I would. Since I haven't been immediately turning her down, I'm convinced that's why she suggested betting. She started betting dates.

I'm sure she thinks she's been winning every time because of her mad slaying skills but I have to admit the first couple times I sort of let her win. I was curious at what she had in mind, especially when I explained to her date does not equal sex. The look on her face was priceless at that realization but she claimed she'd get me to change my mind.

The first date was simple, so simple I doubt it could really be counted as a date since we did it as friends all the time. Our bet for the night was who could stake the most out of a group of six vamps and I'd never seen her work so fast. I was planning on working a little slower than normal but it probably wasn't necessary.

Normally she likes to get in a few good shots when she fights but not then. Nope, by the time I'd casually gotten one she was finishing off her fourth and going after number five. If I didn't realize before I knew then Faith definitely wanted this date to happen.

We went to the Bronze, something we do all the time but this time there was no flirting with anyone else and Faith didn't disappear at the end of the night like she had a habit of doing. She did flirt with the bartender which was only okay because it meant we drank for free the entire night. It was pretty entertaining to watch the poor guy bend over backwards for her, too, so it didn't bother me.

The most interesting part of that first date was the end of it. When we'd had enough of the Bronze I thought we'd go our separate ways but Faith insisted on walking me home. She said it was because it was what she was supposed to do but I knew better. I had mentioned during our training earlier in the day that my mom was going out of town for a couple days. She must of thought of that as an opportunity.

Once we got to the front door and inside Faith had her arms around me and gave me the most amazing kiss. She is an incredible kisser and I think that's why what should have been a simple goodnight kiss turned into something more. I got caught up in the moment so we ended up making out for a few minutes before I managed to pull away.

Faith tried her best to continue but I explained that walking me home didn't include walking me to my room. I think she was a little disappointed but she should have expected it. I wasn't about to give in after the first date.

Our second date was a little more traditional. Faith had won our little contest the night before but said I could decide what we would do so we cut the next patrol short and went to a movie. It was a cheesy romantic comedy and I could tell Faith hated it from start to finish but she never said a thing. She only kept an arm around me and munched on our tub of popcorn which I thought was kind of sweet. That's probably why I let her feel me up a little after. She showed me a different side to her, a calm and sweet one, and I liked it.

Tonight when we met up for patrol she proposed that the winner tonight would be the first one to take out a demon. If I agreed and she won I would have to spend the night in her motel room because it would be our third date. Faith claimed that third date equals sex and that it's a rule though she couldn't tell me where it's a rule. She just shrugged and said it didn't matter 'cause it's a damn good one.

Since I had admitted after the second date I liked going out with her I proposed to do something that required clothes if I won. I was thinking something simple and boring, like getting some food and talking because I barely know anything about Faith and I want to know more about her. I also thought this was a challenge I could easily win so I agreed to her terms.

Of course what happens about an hour into patrol? This nasty pair of demons took us on and I stupidly took the larger, stronger one. Faith not only killed hers first but had to help me because the jerk had me pinned against a crypt.

The moment the demon was dead she got this huge grin on her face and I guess patrol was over after that because she took my hand and we've been making our way to the motel as fast as she can move us. It'd be almost funny how anxious she is if I wasn't so damn nervous.

I'm not gonna back out or anything. I would've said no to Faith's terms if I really didn't want to have sex with her but this is new territory for me. I don't have a whole lot of experience and honestly, Faith intimidates me. She's the one who brags and exudes confidence when it comes to sex. Right now, that's scarier than any vamp or demon.

We've had to walk across town to get to her room and she's held my hand the entire time. I wonder if she thinks I'll run if she lets go. I wouldn't but it would be fun to mess with her a little if she actually let go. She looks so determined right now that it would be interesting to see how she'd react if I walked the other way once my hand was free.

I don't get that chance though 'cause soon enough we're at the door to her room and she's letting me in, a little smile on her face. Her room looks cleaner than the last time I was here but I'm not here much. I don't think Faith likes visits from me or anyone else.

"Do you need to call your mom or something?" Faith asks. "Not sure I want her to come looking for you and seeing more than she should."

She's got a smirk on her face but I know she's at least a little serious about it. "I don't think I need to. We've been out pretty late before and she hasn't said anything. She knows the drill."

Faith nods and takes a couple steps toward me. "You don't have to do this, ya know? I'm not gonna force you or anything."

That's not something I thought I'd hear from her. It's kinda sweet and I can see how much she didn't want to say it. I know she's worried I'm gonna back out. "I'm not gonna leave, Faith. Just . . . really nervous."

"Don't gotta be nervous, B," Faith says as she closes the distance between us and places her hands on my arms. "We're not gonna do anything weird. No props or anything."

I can't help but laugh as Faith winks at me. I'm not sure how to respond but I'm not able to anyway since in only a couple seconds Faith is kissing me. Her arms are tight around me, pressing my body against hers which I'm not minding at all right now. There's something comforting yet a little hot about the way she's holding me.

Faith takes zero time deepening the kiss 'cause before I know it her tongue is in my mouth, moving against mine. At the same time a hand slowly moves down my back then under my shirt but I'm too preoccupied with the kissing to give it much notice. The kissing is so good right now.

We break away from each other gasping, trying to catch our breath, and Faith looks me up and down. The look on her face isn't something I thought would be there either. It looks like she's trying to decide what to do next. I almost wish I could give her an answer but I don't have the slightest idea how to do that at the moment. I'm at a loss for words at the moment.

She seems to make up her mind though since the look is gone quickly and she kicks off her shoes. I do the same and my eyes continue to look down as Faith's hands take hold of the hem of my shirt. She carefully begins to pull up and before I know it my shirt is on the floor and Faith's hands are moving over my skin.

"You're pretty fucking hot, ya know that, right?"

Am I supposed to answer that? I'm not sure at this point and all I can do is blush as Faith moves back in and starts to kiss and suck at my neck. Her hands are working at the clasp of my bra and now I'm starting to wonder if I'm gonna be completely naked before she takes anything off other than her shoes.

My bra joins my shirt on the floor and she moves away to look me over. Now I know I'm blushing 'cause her eyes are practically devouring me whole. I almost wanna cover up but then Faith begins to peel off her skin-tight tank top and my self-consciousness goes away. I wanna know what she looks like naked.

Faith does not disappoint on that. In a matter of seconds she's topless, too, but she's not blushing like I am. No, she's confident and I'm sure she knows exactly how incredible she looks.

"I think we should get completely naked," Faith says quietly, "'cause I bet you look incredible naked."

"I bet you look pretty incredible, too," I finally manage to say though if she keeps that intense look I may go mute for the night.

"Oh, you won't be disappointed," she responds with a prominent smirk on her face as she unbuttons her leather pants.

Have I mentioned that I love how those leather pants look on her? They cling to every inch of her and on Faith that's a very good thing. I slowly watch as she takes them, leaving her panties on, and tosses them aside. Her eyes on are me then as I do the same and the moment they're off I'm being moved to the bed.

We lie down and Faith is instantly kissing me again, moving her hands over my body as she does. It feels like every move she makes is so deliberate, like she knows what she needs to do to make sure I'm okay with everything she's doing. The action makes me wonder if she's nervous at all. I doubt she's like this with anyone else she's with.

Why am I thinking about who Faith's had sex with? I should be concentrating on where her lips are moving to right now.

Faith's starting to kiss down my neck and what am I doing? Absolutely nothing. I'm kinda frozen and my hands are only placed on her back. My body's not moving against hers and I'm not really reacting to what she's doing even though the way her hands are moving over my body feels amazing.

Before I can even think of moving, Faith kisses back up my neck and kisses my cheek. "Are you okay, B?"

Her question brings me out of whatever trance I was in and I look at her, trying to mask the nervousness. I move my hands a little on her back, too, but I think Faith can probably see right through my attempts of trying to be calm. She has a small smile on her face as her hand caresses my skin.

"You don't have to be nervous," she says quietly before giving me a soft kiss.

As weird as it might sound, that comment actually relaxes me. I smile a little before responding to the kiss, wrapping my arms around her. She only lets the kiss last a few seconds before breaking away and starting to move down my body again.

My mind kinda blanks out for a while after that. The feel of her lips and tongue against my skin is really too good to be true. It makes me wonder what I was so nervous about to begin with. Nothing she's doing seems to be that big of deal.

Of course, that line of thinking stops once she begins to kiss around my breasts because it's suddenly a very big deal. It's a good big deal though and I can't help but let out a loud moan and I have a feeling that was the reaction she was aiming for. I can feel her smile against my skin before she takes a hard nipple into her mouth and starts to suck.

Faith continues to move a hand over my skin as she does this so I'm really on sensory overload. It's all I can do to grip onto her shoulders as she moves from one nipple to the other then down to my stomach. Her lips are so soft and they heat up my skin as they press against it. If I didn't know any better, I could swear it feels like Faith might have some actual feelings for me. I know it's probably crazy to even think that since this is all a bet but still. It's giving me warm fuzzies everywhere she kisses and touches.

I get a little nervous as she moves lower but once she reaches my panties she sits up and our eyes meet. Faith smiles and I swear her eyes are glowing. It has a hypnotic effect on me because my mind is a complete blank for a few seconds, only snapping back to reality as I realize my small pink panties are about to join the rest of my clothes on the floor.

"Lift up a little, B," Faith whispers as her hands slowly work at getting me completely naked.

I do as I'm told, like I'd say no, and Faith makes a little slow of moving my panties down my legs inch by inch. It's sexy as hell but I'm not sure if I should say anything. I mean, what should I comment on? Should I tell her what I'm thinking? That I want her? There have been plenty of times in my life where I've felt like an idiot but this tops them all.

Another few seconds go by and Faith tosses my panties aside before looking me over and I mean really looking me over. It feels like her stare is burning right into me. My whole body is threatening to blush but thankfully, she looks away and gets off the bed. I'm a little curious at the action, a bit panicky too if I'm honest, but she only strips the rest of the way.

As Faith's standing I'm able to look her over better and my God, she is so hot. I'd be lying if I said I didn't think she was attractive from the first day I saw her but seeing her standing naked in front of her? Well, I never thought I'd see this.

Faith smirks and climbs back on the bed, moving so she's on top of me. I can feel her skin pressed against mine, her body moving against me and if I wasn't wet before I sure am now. Faith moves so her pussy is against my thigh and I can feel she's pretty wet, too. I can't believe I have that kind of effect on her. It makes me kinda proud.

We kiss deeply and it's all kinds of hot. I place my arms around her and think maybe I should take some sort of initiative so I attempt to move so I'm more on top. That way I can maybe explore her body a little, attempt to do to her what she's doing so well to me. Faith's having none of that though. The moment I try to move us she breaks away from the kissing we're doing and basically pins me to the bed. I guess she wants to be the one in control here.

"Not right now, B," Faith says quietly. "There's so much I wanna do first."

Should I be nervous when she's says something like that? It's making me nervous. I try to hide that as best I can while I nod. I should probably say something, too, but Faith's moving against me slightly and it's very distracting.

Faith grins before kissing me again. She is such an amazing kisser and I try my best to respond with the same amount of energy she's putting into it but I don't think I'm succeeding.

Our kissing ends all too quickly but Faith begins to suck on my neck as I feel a hand moving down my body. She's going slow, like she doesn't wanna scare me off, and I almost wanna laugh at that. If I was scared you'd think I would've run out of here by now.

My thoughts are everywhere right now but I do have some sense left so I use that to move my hands over Faith's body. Her skin is so smooth, only a couple of light scars that I can feel, and I really wanna do more than this but I have a feeling I will eventually. I can work with that.

Faith's lips suddenly hit a sensitive spot by my ear and I let out a quiet moan. At the same time her hand is slowly massaging the inside of my thigh which is only making me more and more turned on. Pretty sure that's the reason she is doing that though and the hand doesn't stay there for long: it moves up and her fingers . . .

"Faith!"

I can almost feel Faith smile as her fingers move around in my pussy, making me move against her more and I let out a low almost throaty moan in the process.

Can I just say right now I've never let out a sound like that before? I mean, I've moaned before tonight. But I've never, ever felt what I do right now. Not with other high school boyfriends, not even with Angel. Everything is so new.

Faith kisses my ear as her fingers find my clit and begin to lightly move against it, causing me to moan out loudly. "You feel so incredible against me, B. Makes me wanna fuck you so bad."

How can I respond to that? I want that, too, but I can't make the words come out of my mouth. All I can do is moan out each time her fingers move against my clit and grip onto her. Those fingers move off my clit though and I really wanna protest that move but then I feel where they're going and oh, my God . . .

Two fingers slowly push into me and I would probably be crying out except the moment Faith "made her move" she began kissing me furiously. I end up moaning into her mouth instead as I kiss her back as much as I can.

Faith moves her fingers at an achingly slow pace, moving her body with them. I have enough sense to move with her as we continue to kiss. I have one hand gripping her back tightly while the other one has moved into her hair. I don't remember when my hand moved there but it's staying there now. She needs to keep kissing me.

We break away to breathe though and Faith gasps out, her hot breath hitting my face. "Okay?"

I manage a nod as I try to catch my breath. "Yeah . . . feels . . . really good."

Faith grins and gives me a quick, hard kiss. "I can do better than that."

She moves a little faster against me but it's short-lived, like she's only giving me a taste of what's to come. A groan escapes my lips and Faith laughs quietly before beginning to move down my body again. Her lips and tongue leave a trail down my chest and stomach, all the way to my pussy.

Is she? Is she about to do what I think she is? My hand had moved out of her hair when she began to move down my body but it's there again as she places gentle kisses on the insides of my thighs. It feels like she's still trying her best not to freak me out which is so sweet.

Just when I'm thinking how sweet she is our eyes meet and I can't quite describe what I see there. They're black with lust but I think there's something else there, too. If I didn't know any better I'd say she wants me for more than just the night. It looks like she has real feelings for me.

Faith winks at me then and lowers her head. She starts by placing a light kiss on the top of my pussy before basically just diving right in. My hips automatically buck up into her face and her hands clamp down on them, keeping me in place. My nails dig into her scalp but I don't think Faith minds. She's too busy putting her tongue to good use.

It's all I can do to not rip the sheet under me as Faith's tongue moves expertly around my clit before she starts to suck. She only does that for a few seconds though and while she's been taking everything slower than I thought she would all night that is so not the case right now. Faith quickly moves her tongue down and pushes it into me.

"Oh, fuck! Faith!" I don't think I've ever screamed this loud. The feel of Faith's tongue moving in and out is the best feeling right now.

I think I'm gonna come all over Faith and way too soon. I'm not sure if I should be embarrassed or not. Again, a whole new situation right now.

Another loud and very girly scream out of me and I'm coming hard. I feel Faith's hands get a death grip on my hips because I'm moving around like crazy. I'm sure if she wasn't holding me like she is I'd have probably thrown her right off the bed.

Faith continues moving her tongue in and out slowly, seeming to try to prolong my orgasm. After a couple minutes I start to come down but Faith keeps going. She removes her tongue but replaces them with her fingers again, not letting up at all. Her tongue goes back to my clit and I'm getting all worked up again.

"Faith . . ."

She suddenly stops and I'm wondering if I did anything wrong. Before I say anything though I feel her move up my body, becoming level with me again.

"B, open your eyes."

I didn't realize I had them closed and I think they've been closed since Faith's first kiss on my pussy. I open them and look up at Faith. She's looking down at me with a small smile before lowering her head and giving me a soft, gentle kiss. I can taste myself on her lips and I'll be damned but it's such a turn on. Of course, being with Faith is a pretty big turn on as it is.

As we kiss, we move so Faith fits perfectly between my legs and I'm pretty sure I've just discovered the best feeling in the world. We both break away to moan at that and Faith wastes no time starting up a slow rhythm.

"You're so amazing, Buffy," Faith says as she kisses me everywhere her lips can reach.

I'm amazing? I'm pretty sure she's been the one doing everything. I'm just letting her.

I wanna say something back but suddenly I'm really caught up in what we're doing. The fact I can feel how wet she is for me, how it's mixing with mine, is overwhelming. I grip her tightly as I concentrate on the way her body is sliding against mine and the feel of her lips kissing me.

We move faster and faster against each other for what feels like forever before I feel like I'm gonna come again. I don't know how but I know Faith's about to, too. Thrilled doesn't begin to describe how I feel about that.

"Faith, I'm gonna . . ."

"Me, too."

Another minute and we both cry out into the room. I grip onto Faith tightly and she seems to do the same as we ride out each other's orgasms.

When we finally come down from our shared high Faith rolls us and holds me close as I rest on top of her. I want to say something, anything about what this means to me, but I'm suddenly very tired. The feel of Faith's skin against mine is the last thing I remember before I fall asleep.

When I wake up it's still dark out. I guess I haven't been asleep for more than a couple hours then. I'm still pretty exhausted and a little sore but it's definitely the good kind of sore. I wish I couple have slept a little longer but Faith kinda woke me up.

She's holding me close to her. I'm half resting on her and I almost want to move so I'm not doing my best to crush part of her but I don't think I could move if I tried. Faith's got her arm around me and is slowly moving her hand over my back. That's what woke me up.

We're both naked and the sheets are resting just above my ass but I'm far from cold. Faith's body is keeping me plenty warm. I can also feel her everywhere and even though I'm tired it's really turning me on. I don't know what's come over me. It's like one night with Faith has changed my whole way of thinking. I feel like in a couple days I'm gonna be the one to jump her.

I move a bit and Faith's body freezes. I'm not sure if that's good or bad so I turn as much as Faith's arm allows me so I can look at her. My head is basically resting on her chest so it's a challenge but I succeed in seeing the girl I'm resting on. Faith's looking down at me, a smile on her face as I meet her eyes.

"You should be sleeping," she says quietly.

Her body moves against mine and it feels so good that my body involuntarily shivers. It's dark but it's light enough to see Faith suddenly scowl and she almost instantly reaches down and pulls up the covers so we're mostly covered and I'm covered completely. She mutters something under her breath, too, but I can't make it out.

I slide my body up her so I'm more level with her and we both bite back moans. "What's wrong? Did I . . .?"

"I should've known you'd be cold," she says quietly.

She's mad at herself? I'm can't imagine why. "I'm not cold." I pause, not knowing what to say. I've never been in this situation before. "Have you slept at all?"

Faith shakes her head lightly as she keeps an arm around me. "Couldn't sleep so I was just watching you. Should've realized you'd be cold."

I don't think I've ever seen Faith second guess herself like she is right now. This certainly isn't the confidence I witnessed just a few short hours ago. I know I need to do something about it, too, so I shift enough so I can put a hand on her cheek and that gets her attention right away.

"I'm fine, Faith," I say quietly.

There's a small smile beginning to form on her face so I guess that was the right thing to say. "Yeah?"

I nod and smile as she tightens her hold on me a little. "Why were you watching me sleep? Seems kinda weird."

She laughs quietly as she fidgets with the covers, making sure we're all wrapped up in each other. "After you crashed on me I tried to sleep but I couldn't so I just started thinking." She pauses. "Most times people leave or I kick them out. I get off and that's it." I want to respond to that, maybe even ask if I should go, but she continues before I can. "You're the first one that I wanted to stay and actually did."

There's got to be a smile on my face right now. I almost feel a little honored but I can't think of a thing to say. How can I come up with something to say that doesn't sound completely stupid? Thankfully, Faith saves me from what could be an awkward silence as she closes the small distance between us and kisses me lightly.

The kiss slowly becomes more than just a kiss as she begins to move more on top of me and I wrap my arms around her. Soon our tongues are battling for dominance as we kiss deeply. I move my hands over her body again and I can't help but wonder when it'll be my turn to explore her a little. I love the feel of her naked body against mine and I want to worship her body the way she did mine.

I want to do so much more than kissing right now but when we break away I can tell Faith is a little tired. Maybe she didn't sleep when I did because she wasn't sure how I'd reach when I woke up.

We're both out of breath and Faith rests against me, her head on my chest. I work at catching my breath and think about what would happen if I stay until morning. It'll probably feel pretty damn good to wake up to Faith next to me like this. The only problem is that I'll have to call my mom before I go back to sleep again.

I'll be honest, I didn't think when Faith said spend the night she actually meant the entire night. I thought she meant until we were, you know, done. From the way she talks how could I think anything different? I had no idea she feels the way I think she does. I thought this was just a bet.

"Faith," I start slowly, "if you want me to stay the rest of the night I should call my mom."

Faith looks up at me and grins. "You better call your mom then 'cause I think we need a little sleep." She moves up and gives me the sweetest little kiss on my nose. "Then we can wear each other out again in the morning."

I think I just discovered one of Faith's talents: making me blush and getting me turned on at the same time. I can only laugh a little as I move away from her enough to reach the phone. Thankfully, my mom wasn't waiting up for me so I can just leave a simple message that I lost track of time and am staying at Faith's. You know, just enough for her to know where I am and not show up looking for me.

The moment I hang up the phone Faith's pulling me back to her, making sure I'm pressed tight against her. It's surprisingly relaxing and we snuggle together.

There's so much I wanna say right now, so much I want to ask her. Most of the questions are real mood killers though so I know I can't ask them now. I may have not had many nights like this but I know better than to try to get Faith to open up to me. Not tonight anyway. Maybe I can try later when we do this again and by the way Faith is acting I know we'll be doing this again.

One question I think I can get away with though. "Faith, why did you bet this? For me to spend the night?"

Faith gives me the most intense look I've ever seen on anyone. "I thought that was easy to figure out. It's 'cause I want ya, B. Have for a long time now."

I smile and put my hand on her cheek. "I do, too. I want you, too."

She smiles back and settles in next to me. It feels like everything is coming together and I gotta say, it feels incredible. We both relax against each other and I'm at the edge of sleep when I hear a quiet whisper . . .

"I want you to be my girlfriend."

I know I'm gonna wake up with the biggest smile.