It hadn't worked out the way she wanted it to, but then nothing usually did. So she'd fucked up.

Again.

It wasn't her fault, it never was, it was the world out to screw her as usual.

She sighed, who was she kidding, only herself it seemed, and it was getting harder and harder to even do that.

All she had wanted to do was show Buffy what a good time they could have togethor,just the two of them, slaying side by side.

God, they made a great team, and she loved to watch her in battle, body tensed, yet she looked so calm, so assured,like she knew that she could do anything, be anything, have anything that that she wanted, and looking at her, Faith could believe it to, Buffy could certainly have her, if she wanted her, that is.She could of had her from the moment she layed eyes on her.

But it was all gone now, she had royally messed up and she had no idea how to fix it.Normally she would have gotten the hell out of there, fast, but doing that would mean leaving Buffy, and as much as she hated to admit it, she needed her.She needed her strength to keep her on the straight, she needed to see the warmth in her eyes and that smile that seemed to make all the other shit melt away, hell, that smile just made her melt, period.

Faith didn't know why she had let her get under her skin,why she hadn't held back enough to stop her from becoming the only thing in her whole life that mattered, that would ever matter.

Why she let herself love her.

Because she did, and it was killing her.

She sighed again, and pulled herself of the bed, set her cd player on random and hit play.

**Give me one more chance and you'll be satisfied**

Faith felt the beginnings of tears sting the back of her eyes.No way, she thought,i won't cry, not now, not again.She pressed her knuckles into her eyes and tried to swallow the lump growing in her throat.

**Give me two more chances, you won't be denied**

Why did it have to be so hard,why did she have to be so far away when she was standing right in front of her, when all she wanted to do was hold her, kiss her, fuck her,love her, make everything ok for her. She let her back slide down the wall until she hit the floor with a thud and let the tears fall freely, not caring anymore.She wrapped her arms around her knees and felt the sobs shake her body.

**Well my heart is where its always been,
my head is somewhere in between,
give me one more chance,
let me be your lover tonight**

There was a knock on the door, hesitant, unsure, and she knew it was her, knew by the way her heart sped up, by the way her stomach flip-flopped and her hands began to shake.Call it slayer senses, call it whatever you wanted to call it,but she knew.

**your the real thing, yeah the real thing, even better than the real thing**

She didn't want to answer it but she wanted to open the door and find her there more than anything.She pulled her self up, knowing she looked like hell, hoping she wouldn't know instantly what was wrong, but she always did. She opened the door and almost cried again, almost laughed, almost wrapped her arms around her.

"Hey."

"Hi."

Buffy stepped into the room and shut the door behind her.She was wearing her patented 'concern face', but underneath it she looked scared and lost, things she didn't look very often, and least not when people could see her.

Buffy looked at Faith closely, taking in her red eyes, her tear stained cheeks. "How are you?"

Faith shrugged and put on her patented 'bored and brooding face', "you know me B, 5 by 5." she gave a half hearted grin that didn't quite reach her eyes.

**Give me one last chance and im gonna make you sing,
give me half a chance, to ride on the waves that you bring**

Buffy took a step closer, her hand reaching out to her face, she touched her fingertips to the wetness on her cheek and drew back. "You've been crying?" she said more like a statment than a question.

Faith looked away, "I was...I mean I didn't..." Damn. She felt a tear slip down her cheek.A warm hand cupped her face gently and she found herself looking into soft hazel eyes.

**You're honey, child, to a swarm of bees,
gonna blow right through you like a breeze
give me one last dance, we'll slide down the surface of things**

And she pulled away.

She didn't know why, god knows she wanted this, to be this close to her, to feel her skin warm on hers, but she pulled away.Buffy took a step back, the hurt so clear in her eyes that Faith felt as though she had slapped her.

Buffy sighed. "I'm sorry" she said softly.

Faith shrugged again,"Don't be, no biggy"

Buffy nodded."Okay, you know, i was just worried..."

Faith cut her off, "You don't have to worry about me, B, I can take care of my self, I've been doing it my whole life"

"You don't have to do it by yourself, Faith, people care about you, you know."

Faith laughed bitterly, "Yeah, like who?"

Buffy looked at the ground "Me."

Faith shook her head," You don't care about me, im just your latest charity case, someone to pity and 'take under your wing' to make yourself feel like a good person, until some other loser comes along." She could have kicked herself,What was the matter with her?Her defence mechanism had kicked in and she couldn't stop herself from shooting her mouth off,playing the tough guy, like always.

Buffy frowned "Thats not true, Faith."

"Like hell" She replied.

Buffys expression hardened, "Whats your problem, Faith? the world isn't always out to screw you, no matter what you think.Your not a 'charity case' and if you feel that way its your own fault, not mine." She turned and started for the door.

Faith felt her stomach roll over, she had to say something, she couldn't just let her leave,so she said the only thing she could.

"Please, don't go"

Buffy stopped and stood dead still, not turning around.Faith watched her shoulders hitch and fall as she took a breath.

Slowly she turned, her expression hesitant and watchful." What?"

Faith tried to shrug nonchalantly, but found her hands trembling violently.She put them behind her back.

"I said i want you to stay"she said softly.

"why?" Buffy asked and Faith could see the resolve in her eyes and she knew she wasn't getting out of this one easily.

Faith brushed her hair back and pulled a face, "come on, B, don't make me say it" She gave her puppy dog eyes.

Buffy shook her head, not backing down an inch "Maybe you need to learn how to say it"

Faith felt the familiar rush of anger flood her." Ya' know what, screw this and screw you.Dammit, Buffy, Im asking you for help, isn't that what you wanted?" She took a shaky breath and turned away from her "Maybe you should just go"

Behind her, she heard buffy sigh, heard her open the door and heard it shut quietly behind her.Faith sat down heavily on the bed.Well, that was that.Buffy didn't care so she could leave, no problem.She looked up at the door, no problem at all.

The door flew open so hard she was surprised that it remained on it's hinges. Buffy strode in, and slammed the door behind her.'Rough night for that door' Faith thought.Buffy seemed to have no plan other than her dramatic entrance,she stood in the middle of the room, looking faintly embarassed.

"I came back,well, obviously, your right here,you can see that. but i was doing the whole 'leaving' thing, and i thought that maybe i shouldn't.Go, that is, cause you know, you were asking for help, which is good, not good that you need help, but that you asked, thats a step right, and besides you even called me by my full name, as in buffy not just the B but the 'uffy' as well, spelling buffy, which is my name..Im gonna make with the quiet now." She looked at Faith, who was trying very hard not to laugh.

She cleard her throat, "Well, thanks for the Willow impersonation, B, i think i get what your saying, somewhere in all that." She smiled up at her "Thanks"

Buffy smiled back, sheepishly. " Im not usually one for the babbles, i guess im just a little..." she stopped and shook her head, her cheeks flushing.

Faith raised an eybrow and stood up, a grin flickering over her face, "A little what?" when Buffy didn't answer Faiths smile widened, she began to walk towards her, "Let's see, a little cold? a little hot? a little hungry?" she stopped infront of her, so close they were almost touching,"A little horny?"

Buffy smiled "You always have to bring things down to basics, don't you Faith"

Faith traced a finger down the arch of her throat,"Are you complaining?"

Unable to supress a shiver, Buffy shook her head. Faith narrowed her eyes, if she didn't know better she would say that Buffy,well, she'd seen that look plenty of times... Yeah, right, Faith, she thought, Buffy 'straight as they come' Summers, wants to get in your pants, hello, welcome to fantasy island, i'm Faith, i'll be your host for this evening.

Christ.

While she was having these thoughts she hadn't noticed the small hands that had crept around her waist until they squeezed gently, shaking her from her repreive.She looked down at Buffy.

She looked up at her, a small smile turning up the corners of her perfect, perfect mouth."Hi"

Faith lifted her hands to her face, brushing the golden strands from her forehead,"Hi" she said huskily.

Buffy lifted herself slightly so they were eye to eye,her arms sliding from her waist to her shoulders, her fingers lightly carressing the nape of her neck. Faith rested her hands lightly on the curve of her hips, feeling her breath hot against her mouth.

Holy shit.She was about to kiss Buffy, gorgeous, perfect Buffy was about to put her tongue in her mouth.She had to be dreaming.

And then she felt the softest,featherlight brush against her lips,and she knew it was real.She closed her eyes and lent into the kiss, felt it deepen and the contact became harder,feeling the tremors run through her as Buffy began to lightly suck on her bottom lip, her hands tightening on her waist.She teased her with the tip of her tongue until her mouth opened to grant her access,whimpering softly as she felt the velvet softness glide inside, let it take control of her,the intencity made her head spin.

Her hands moved over her body, enjoying the play of muscle and gentle curves, she let her hand skim over the roundness of her ass, squeezing gently pulling her against her.Faith could feel the desire building in her, knew that now they had started they would never be able to stop.Buffy rocked her hips against her, and she gasped softly, her head arching back.Running her lips over her exposed throat, Buffy nuzzled against her neck, her tongue trailing up to flick against the sensitive spot behind her ear.She slid her thigh between her legs and ground against her,

Faith groaned low in her throat and Buffy laughed softly,"You like that, slayer?" she breathed against her ear, catching her earlobe between her teeth.A soft sound escaped her mouth and Faith could feel the hot coil of lust unfurl in her stomach and shoot straight to her center, she could already feel the pulsing heat,and wet,God she didn't remember ever being this wet before, needing anyone this much.

Wrapping her arms around her,Faith lifted Buffy off the ground, her legs wrapping around her waist She looked into her eyes, they reflected her own need,her own want, her cheeks flushed with desire, her breath coming hard and furnace hot,her lips parted and swollen,Faith watched as the tip of her tongue flicked out to run across them.

That was enough to almost make her drop her.She moved to the bed and layed her down gently, moving up her body until she was straddling her hips, one hand on either side of her head.Buffy reached up and pulled her head down, meeting her mouth with hers.She lost herself in the kiss, the heat of her mouth, of her body under hers, her mouth took possesion, with deep erotic strokes of her tongue,she became the aggressor, loved the sound of buffy's moan as she shaped one lush breast with her palm, her thumb grazing the peak that hardened futher under her touch.

She slid one hand down, knuckles trailing over her flat,warm stomach, raising her top so she could pull it off.Buffy sat up and lifted it over her head, her breasts spilling free before Faiths hungry gaze.

"God,Buffy,you're,so beautiful" she breathed.Buffy smiled and carressed her cheek with the back of her hand,

"So are you," she looked her up and down,"but you have way to many clothes on"

Faith grinned and unbuttoned her shirt,slipping it off her shoulders, Buffy exhaled softly, running her hands down the firm lines of her stomach and unbuttoning her trousers.Faith arched off the bed and slid them off settling her weight back onto Buffy.She ran her hands lightly over her thighs, her skirt riding up over her hips.She dropped light kisses on her mouth, her neck, tracing the line of her collarbone with the tip of her tongue.She moved lower nipping lightly from one breast to the other, avoiding any sesitive areas until buffy was begging her to touch them, Faith flicked her tongue over the hard tips of her breasts then pulled them into her mouth and sucked gently.

Buffy writhed beneath her,sighs and whimpers escaping her mouth as Faith sucked harder, switching from left to right, until she was moaning in earnest,"God, yes..." Faith pulled off her skirt,her panties and planted light kisses along her stomach,she could smell her arousal, could feel the heat coming off her in waves, she bent lower and felt Buffy tense in anticipation, but she bypassed her wet core and ran her cheek along her inner thigh, her lips brushing the soft skin.She moved to the other side trailing the tips of her fingers over her skin almost brushing over her but moving away at the last minute.

Buffy groaned in frustration, spreading her legs wider, inviting her, but Faith ignored her pleas and moved up again to her stomach, her mouth leaving trails of tingling heat across her skin, her hands continued to stroke her thighs, moving close then away again.Buffy was arching her body, her hands clenching the blankets

Faith, please..." Faith smiled against her stomach.Slowly, she brushed her fingers over her, the touch so light it was hardly there, but it was enough to send Buffy's hips bucking into the air.

Faith stroked her more firmly this time, she was so wet her fingers were soaked instantly Buffy moaned pressing herself against her hand.Faith took pity on her and slid a finger inside her,she felt so incredible, so hot, so wanting, Faith almost came herself just being inside her.She added another finger and began to build a rhythm, brushing her thumb over her swollen clit, feeling Buffy rocking against her.She slowed her thrusting fingers and bent her head to run her tongue over her folds, carressing the slick skin with kisses.Finally, she took her aching nub into her mouth and sucked hard, plunging her fingers in faster, heard Buffy scream her name as she came, her hips arching off the bed, her hands in her hair.

As her moans subsided, she pulled Faith up beside her with trembling hands and wrapped her arms around her

"Wow" she whispered "That was...wow" Faith touched her lips gently and Buffy turned her head to plant a gentle kiss on her palm.She lent forward and met her lips in soft kiss.

Faith felt herself be flipped over on to her back.A very hungry slayer straddled her quickly

Buffy grinned down at her."My turn."