RATING: NC-17 (language, sex)
DISCLAIMER: Not my characters. Fox has a legal right to them.
SPOILERS: Revelations (Buffy), Lonely Hearts, Sanctuary, Dear Boy, Reprise, and Epiphany
AUTHOR'S NOTES: Another first time story. One day I might actually write one where they are already together, but it's so fun to think of ways to have them admit that they have it bad for each other :)

****************

Kate squeezed the trigger. Once. Twice. Thrice. The creature in front of her fell to the floor with a dull thump. She bent over it and tried to make out it's muttering.

"…More. You are a marked woman. One of my brothers will kill you and we will be…" The creature took its last breath before it finished. Kate backed away from the factory and ran to her car. It was only when she was on the road heading away from the scene she took stock of what happened. She knew she should have called Angel before, but her pride had stopped her. Now she drove straight for the Hyperion with trembling hands.

Faith and Angel were sparring in the middle of the lobby when Kate stumbled in.

"Kate." Angel threw down his staff and ran over to steady the blonde. "Are you okay?" He led them over to the couch where Faith joined Angel in looking down at her worried.

"I think I've made a mistake." Kate attempted to stop her hands shaking but wasn't having much luck.

"Faith, make Kate some tea."

Faith nodded and quickly went about her task.

"What kind of mistake?" Angel asked sitting beside his friend, tempted to take her hands in his. Kate blinked and chose to watch Faith come back with the tea.

"Thanks." She smiled at the ex-prisoner. After taking a sip she looked to Angel. "I killed a vampire last week and I think he may have had buddies." She took another sip and tried to warm her hands on the mug. "Lots of buddies. One came after me tonight and I barely got away. He promised more were coming."

"Did he say anything else?" Faith muscled her way onto the couch, sandwiching Kate between her and Angel.

"That I was a marked woman."

"Why didn't you come to me for help?" Angel asked gently. Kate gave him a shrug. "Who was this vampire?"

"I don't know. I was patrolling the streets and he was about to feed. I dusted him and thought that was the end of it until tonight."

"You were patrolling?" Faith asked worried.

"Not now, Faith." Kate waved her off. "The demon tonight took a couple of heavy falls and three bullets before he died."

"What did he look like?" Angel asked.

She described as best she could from what she saw on the dark street. It wasn't much to go on.

"Was he wearing anything unusual?" Faith enquired feeling Kate lean on her in exhaustion. Gently Faith shifted to make the blonde more comfortable.

"I don't know. I ran and left the body. There wasn't time to see what he was wearing."

Angel jumped up. "I'm going to call Gunn and see if he can find it."

Kate nodded and continued to drink her tea, grateful for the comforting action.

"I don't have to tell you how stupid you were, Kate." Faith patted the thigh in front of her.

"I think you just did," Kate said giving her a small smile.

"No more demon hunting for you, young woman." Faith shook her finger at her. "You're grounded." Kate gave her another smile appreciating Faith's efforts to lighten her mood.

"Gunn's out there looking, meanwhile I think you should stay here." Angel came back and stood in front of the two women with his arms crossed.

"I'm not going into hiding," Kate protested.

"If this is some kind of gang, you are going to need some protection," Angel said seriously, not sure if Kate understood what she was up against.

"I have protection." She patted where her gun was secured.

"Kate." Faith and Angel warned together.

"I'm not going to change my life because someone wants to kill me. It happened when I was a detective and I know how to deal with it."

"Except you don't." Faith reached in and grabbed the gun. "This is not going to stop you getting killed if there's more than one of them. Demons don't freeze as soon as they see a gun."

"Faith's right. You are staying here."

"Angel." Kate stood and faced him. "I am not."

"If you are not staying here, then I'm staying with you." Faith gave the gun back to Kate. "I don't think you'd appreciate Angel as a houseguest, no offence Angel."

"None taken. I think that's a good idea."

"I'll be like your personal bodyguard." Faith winked at her.

"I don't need a babysitter and I don't need a bodyguard," Kate protested again.

"I don't think you know what's good for you at this point. There's no arguing about this." Angel gestured strongly with his hand then recrossed his arms and looked from Faith's determined expression to Kate's frown. "Hopefully it will only be for a couple of days. Gunn and I will handle tracking down the demon and Faith will only be needed to be fight in the worst case scenario."

"Come on, Kate," Faith pleaded.

Kate sighed and confronted the two sets of dark eyes staring at her. They weren't about to let her go out without protection and truthfully she was grateful they cared so much.

"Okay. But," she paused and shook her finger at them, "you have to keep me in the loop. I don't want you thinking I need protection from what is going on."

"Sure thing." Faith smiled and shared a relieved look with Angel. "I'll go pack a few things and we can get you home."

"Angel," Kate started once Faith had gone but Angel held up his hand to silence her.

"Faith will be alright. I know it is a big responsibility for her, but she has been out of jail nearly six months now. I know she can handle it."

"Thank you." Angel nodded awkwardly.

Six months ago, she met Faith again after she had been released. The Slayer was always around when she visited the hotel but they never really spoke alone. To her, Faith was a kid getting back on track and she had left it at that. Cordelia liked to complain to her about Faith's latest adventure, whether it was being late for work or just plain annoying the brunette. Kate always thought that if that was the worst Faith was doing then there was nothing to worry about.

Faith came back down with a bag slung over her shoulders. "Ready?" Kate stood and nodded. "I'll call if anything comes up," she reassured Angel and then dangled her car keys in front of Kate. "My car."

"No. You can follow me." Faith threw up her hands, an action only Angel could see, and started out after the stubborn woman.

****************

"So, kiddo, have you eaten tonight?" Kate watched Faith make herself at home in hers.

"Yes." Faith patted the sofa. "Tell me what a woman like you was doing staking a vampire like him."

"You know the answer to that, Faith." Kate nevertheless sat down next to Faith and curled up on the sofa.

"Well, you can't be any worse than Cordelia."

Faith smiled and studied the woman in front of her. She didn't know Kate too well but in the time they had spent together, they had developed a friendly casual relationship. Kate was Angel's territory and Faith was fine with that.

"Is that a dig at me or Cordelia?"

"Cordy." She watched Kate stand and pour herself a drink. "That demon really shook you up, huh?" Kate finished the glass and poured herself another one. "Don't worry, I won't let anything hurt you."

"I'm sure you won't." Kate topped up her glass after taking another gulp and sat back down.

"Go easy there."

"Now you are telling me what to do?" Kate glared at Faith and drained her glass. Shakily she put it down and felt the beginnings of the alcohol doing its job. She shook her head and let herself relax under its effect.

"I'm supposed to be looking after you. I don't think Angel would want to me to stand by and watch you get drunk."

Kate turned her head sharply. "It's not Angel's business whether I get drunk or not."

She stood and with wobbly legs poured another shot. She pointed the glass at Faith and made sure the kid was looking before draining it again. Good stuff, she thought. She put the glass down and made it back to the sofa before her legs gave out completely aware Faith was watching her carefully. When she thought about it, Faith was attractive. The blonde raked her eyes over the athletic form beside her. Cordelia had mentioned that the Slayer might not be entirely straight. She never thought about it until now and silently pondered the gossip while still keeping her eyes on Faith. Those chocolate eyes, those lips, the strong muscles hidden under the clothes and that voice. Yes, Faith was very attractive. How could she not have noticed before? Kate giggled softly.

"Kate, are you alright?" Faith's voice rang in her head.

"Perfect," Kate said smiling happily. "Faith, can I ask you a question?"

"Uh, okay."

"Do you find me attractive?" Kate found herself sitting up and waiting for the answer.

"You're very beautiful, Kate." Faith put a hand on Kate's arm to hold her steady.

"Yes, but do you find me attractive?"

Faith already knew her answer. She had noticed how attractive the woman was the first time she saw her in the flesh. Hoping Kate would forget this in the morning she answered, "Yes."

"Do you want to kiss me?" Kate caught the hand on her arm and leaned forward more.

"Not now."

"Why not?" Kate pouted.

"Because I don't think you really know what you're saying."

Faith stood up and moved to a chair turning on the television on her way past. How she wished Kate was sober, but sleeping with Kate in this state might be very damaging for the blonde's state of mind. She pretended to be engrossed in the program while sneaking glances across the room. The blue eyes seemed to be also focussed on the screen.

A couple of hours later Faith got up and checked the apartment to make sure it was secure. She returned to the main room and quietly watched Kate for a few moments before moving over to her.

"Kate?"

"Hmm?" Kate opened her eyes and stretched.

"Maybe you should go to bed."

"Join me?" The eyes were staring intently.

"I told you before-" Faith stopped when Kate stood up and held out her hand. She gulped loudly. "You're not as drunk as I thought you were."

"I can hold my liquor and I have sobered up a bit." The alcohol provided her with her bravado she was displaying. "So how about it, kiddo?"

"Don't call me that and I'm yours." Faith took the offered hand and followed Kate into her bedroom.

****************

Kate rolled over and groaned. Her head hurt. Her mind went back to the night before. Oh god, she didn't. She opened her eyes and watched the sleeping body next to her. She did. She blinked her eyes a couple of times then jumped out of bed.

As she showered, she thought back to hours earlier. It had been so good. Faith was a very creative lover and had done things she'd only heard of doing before. The way the Slayer had explored her body and brought her pleasure had been an experience she would never forget. But that was the only time it was going to happen. Faith wasn't her type, not to mention the kid being several years younger than her. Closing her eyes, she ran her hands over her body remembering Faith's skillful hands taking the same path. God, it had felt wonderful. She came back to reality and shut off the water.

Faith was up and making breakfast when she emerged.

"Morning," Faith said cheerfully. Kate nodded and joined her in the kitchen. "Thought I'd join you in the shower but the door was locked."

"On purpose."

Kate made herself a coffee, grabbed an aspirin and sat down to read the paper. Faith stared at her for a while before nodding and going back to her work.

"How's your head?" She asked breaking the long silence as she set her breakfast on the table.

"Not good. Next time you see me drinking, stop me." Truthfully, she didn't have a hangover, but she didn't feel one hundred percent either.

"Sure will as long as your gun isn't around."

Faith wondered if Kate even remembered the night before. Waking up next to a naked Slayer may have been a reminder but maybe the blonde that it was a ten-minute fuck. Hey, she didn't mind. If Kate wasn't going to mention it, she wouldn't either. It was good, but it wasn't as if she was Relationship Girl.

"We are staying in for the morning. I have things I need to do before I have court this afternoon," Kate said finishing her coffee. She had to get rid of this headache.

"Five by five."

Faith settled down on the sofa and clicked the TV on while Kate moved to her desk and appeared to be reading and writing. Yet, Kate couldn't stop thinking about the night before. She remembered it so vividly. In full technicolour. The way Faith touched her body and kissed her lips. She snuck a glance over at the girl. Faith was undeniably hot. There was no dwelling on it, she told herself, Faith hasn't mentioned it either. It was a one off thing and that's all there was to it.

But she found her mind straying from the task she was working on. She couldn't stop recalling the way Faith made her feel. Those hands now resting on Faith's thighs had explored her body diligently from head to toe and everything in between. The bucking of her hips when those hands moved in a sweet rhythm and purpose to bring her to orgasm. Kate shook her head trying to clear her thoughts. She went back to her reading, but occasionally caught herself daydreaming. Enough, she reminded more than once.

When the work was completed, she turned to Faith. The girl was lightly dozing. Some bodyguard, Kate thought.

"Faith." She lightly shook the girl and tried not to think about the familiarity of the touch on the girl's body.

"Yes?" The brown eyes opened and drilled into hers.

"Bored?"

"How did you guess?" The smile lit up Faith's face and Kate had trouble remembering what she wanted to say. "What did you have in mind?"

"It might be an idea to check in with Angel." Hopefully the danger was over and Kate could get back to thinking rationally again. Whoever said sex changed everything was right.

Faith reached over and dialled the number. Cordelia answered and told her that Angel and Gunn were still working on finding them. Faith relayed the news to a deflated Kate.

"Hey, it gonna be okay. You know Angel, he always comes through," Faith said when she saw Kate's disappointment. "So what did you want to do in the meantime?"

"Maybe you could disappear for an hour or so before I have to go to court?"

"And risk getting you killed? I don't think so." Faith looked at Kate carefully. Did she regret the previous night? Something was definitely not right here. "Listen, if you don't want me around I'll swap places with Gunn."

"No. That's okay." While she didn't want Faith around, she trusted her more than she trusted the young man. "I'm just not used to having company every minute of the day."

"Tell me about it," Faith joked, glad it wasn't her company that Kate detested. Kate was someone who had accepted her as soon as she was released and she was always grateful for the nonjudgmental way she treated her. "I'll be out of your way before you know it. Cordelia thought they were close to finding the demons."

"Faith, I…" Kate stopped trying to find the right words.

Upon seeing the look on Kate's face, Faith decided to help her out. "Hey, Kate, I understand. How about we don't mention it ever again." They locked eyes and slowly both nodded. "It's no good pretending it was something it wasn't and I don't think either of us want to have it laying awkwardly between us, you know?"

"I know." Kate nodded trying to mask her disappointment. There was something about Faith that she couldn't shake.

"Good." Faith patted a spot beside her. Kate took the invitation and gave Faith a hesitant smile. "So what have you been up to?"

"This and that," she answered with a shrug. Kate had been consulting on a few cases for a friend. It wasn't much, but it was something.

"Come on, you have to be more talkative than Angel."

"This coming from someone who hides everything behind sarcasm."

"Hey I can talk seriously…sometimes."

"Then how come I don't know much about you."

"You just haven't been there when I have. Anyways, look who's talking. Even Angel can't work you out."

"Angel? You talk about me?"

"Relax, I bet it's not like you haven't spoken to him about me." Faith watched Kate look away. "Yeah, I knew it," she said smiling smugly.

"I think he keeps tabs on both of us," Kate said smiling with ease. Now that the night before was behind them it was a more comfortable atmosphere.

"Can't have his girls go off the rails again," Faith said softly.

"I'm not Angel's."

"No, I didn't mean it like that."

"Angel may think he needs to protect me, but I don't need him to."

"That's why I'm here." Faith enjoyed the banter between them and gave the blonde a sly grin.

"You're enjoying this bodyguard gig aren't you?" Kate returned the smile.

"I can't complain." Faith leaned back and stretched legs out. "I get the easy job while the guys go and hunt down demons. Not that I mind doing that, but the company here is better." Faith gave her another grin and Kate wasn't sure if she was flirting or being friendly.

"Is that right?"

"Don't get me wrong. Gunn is one wicked cool dude and Angel is, well, Angel. But all the brooding that goes on between us gets boring after a while. Sometimes I even crave Cordelia's presence."

"You two don't get on?" Kate was curious of Faith's relationship with the brunette.

"Sometimes, depends on our moods. Although she isn't as bad as she was in Sunnydale."

"Ah, Sunnydale. Demon capital," Kate said shaking her head. The name came up from time to time and she didn't get it.

"Well I'm sure some people would like to know it as Slayer capital."

"Does that include you?"

"If that is a roundabout question on how I feel about Sunnydale and those there, then I'm five by five with it like it is."

"Is that so?"

"Don't play cop with me Kate, okay." Faith smiled to soften the statement. "You want to know something, ask me."

"Like you are an open book," Kate scoffed and crossed her arms.

"I'm only saying. You can take it however you like."

"How do you feel about Sunnydale?"

"Like I want to erase it from my memory. But I can't and so I try to forget and move on. It happened and I'm sorry, of course."

"Don't you have any happy memories from there."

"Yeah, but even they are ruined by bad ones."

"So tell me some of the good ones." Faith gave her a 'are you serious' look but Kate only nodded encouragingly.

"Fucking, dancing, fucking, slaying, that about covers it."

"So a little sex and a little exercise is all you want to remember from Sunnydale?" Kate asked uncomfortable with the ease Faith talked about her casual sex life. "What about friends?"

"What friends?"

"I thought you had friends before you went to work for the mayor?"

"As I said, what friends?"

"Angel?" Kate asked puzzled.

"Angel was competition, I never liked him until I came here."

"Competition?"

"The same way Riley was competition." Faith waited to see if Kate understood but she didn't. "Never mind."

"Angel's gay?" Kate asked perplexed. The vampire had never struck her as anything but straight. Unless Faith meant competition for a woman, that made more sense. She wished she could take her words back at the realisation.

"Not as far as I know. Do you care?"

"Why should I care?"

"Thought you might." Faith shrugged her shoulders.

"No, I don't." They looked at each other trying to read between the lines. "Who's Riley?"

Faith stared intently into the blue eyes. She thought Kate knew who he was. "You really don't know?" Kate shook her head. "B's old boyfriend. The one I slept with."

"And he's competition for who?" Now she had a fair idea, but she was fishing for an answer from the kid.

"Kate, never mind, okay." Faith didn't want to get into her relationship with B. Not that there was anything to it other than being attracted to her, but she didn't want it to get back to Angel or anyone else and she didn't trust Kate enough. "As I said I want to forget about Sunnydale."

"What about Boston?"

"How about we change the subject, unless you want to talk about your past as well." Faith saw Kate stiffen. "Seems like you know a hell of lot about me and I know nothing about you."

"And that's the way it is going to stay."

"So, is it that you don't trust me or don't like me?" Faith demanded unsuccessfully trying to hide the hurt.

"Neither, but I'm not the sort of person to open up, Faith. I have to really know someone to do that." Kate stopped herself from reaching over and touching Faith for reassurance. "I'm trusting you to guard me and you wouldn't be here if I didn't like you." We wouldn't have slept together either, she added silently.

"But you think of me as a kid," Faith said her voice cracking. It shouldn't matter if she had Kate's approval or not.

"In some respects you still are, but I'm not holding that against you. I've never really had a friend that wasn't around my own age, in some ways it feel weird, you know?"

"Friends?" Faith asked confused.

"Isn't that what you were asking me, if we could be friends?" Kate asked worried she had things mixed up.

"This wasn't a 'we slept together but we could still be friends' conversation." Faith shook her head and cringed when she saw a flicker of hurt on Kate's face. "But," Faith paused for a moment, "it would be nice to actually have a friend that I haven't tried to hurt or kill. That kinda rules out everyone except Gunn at the moment."

"So that settles it," Kate said warming to the suggestion.

"Friends."

Faith held out her hand and Kate grabbed it in a strong hold. The touch sent memories bouncing through Kate's mind of where that hand had been the night before. She pulled her hand back before Faith noticed anything strange.

"It might be nice to have a female friend that doesn't want to talk about clothes or make-up," Faith joked oblivious to the jerky movement of Kate's hand.

"Faith?" Kate asked carefully recovering from lapse of control.

"Yes."

"Can I ask about Buffy?"

"What do you want to know?" Faith asked cursing her luck.

"Why no one seems to mention her. You all have a connection to her. I thought you of all people would have a very strong connection considering you share supernatural abilities."

"Well, first Cordelia and B never really got on." Faith laughed, "You should have seen them fight over becoming Homecoming Queen. Second, Wes and B never got on either. He was replacing Giles and B resented that. Third, you don't want to know about Angel's hang-ups with B, that's opening a whole big can o' worms. Lastly, just because B and me are both Slayers doesn't mean we get along. Too much conflict there. Yes, at one stage we did have this sister Slayer thing going on, but it never worked out.

"So, don't be surprised if you never hear her mentioned. Everything that happened in Sunnydale, sometimes I swear it could be a soap opera. So I should warn you to leave it alone."

****************

Faith settled on a seat where she would have an uninhibited view of the witness stand. She felt Kate sit beside her and go through her notes one final time. The last time Faith had been in a courtroom was the day of her sentencing. Kate had been there then too. Only that time they were on different sides.

"Faith?" Kate asked looking at the panic on the Slayer's face.

"Bad memories, you know." Faith dismissively waved her hand.

"Remember you are here for an entirely different purpose." Kate wanted to physically reassure her new friend. Instead, she kept her hands to herself.

"Easy for you to say."

"I'm not looking forward to this either," Kate confessed. "The defense knows I lost my job. It may damage the testimony I put forward."

"You're gonna do wicked well." Faith saw Kate's ploy to make her forget about her own apprehension by opening up her own feelings. Kate was going to be a great and loyal friend, she thought happily. "I've seen you in action before remember."

The judge came in and the proceedings started against a perp Kate arrested a few weeks before she lost her job. The defense had a competent argument and that was why the prosecution resorted to calling Kate as a witness. The ex-cop was called and Faith watched Kate stand, straighten her suit then take the witness chair. Though Faith had seen this before, she was paying more attention this time; partly because she was guarding Kate's life and partly because she had the luxury.

Faith observed Kate handle the DA's questions with clear and comprehensive answers, leaving no doubt in Faith's mind at least, that the detective had arrested the right man. Kate's poise during the routine questioning made Faith marvel. This woman's life was in danger and yet no one would ever guess she was under any kind of stress.

When it came time for the cross-examination, the defense trotted out Kate's loss of job. Though prosecution objected, the damage was done. Through it all Kate sat there giving nothing away, but Faith could tell it was hurting that her once brilliant career was being paraded around as some great downfall on Kate's part. Faith was not one to be easily impressed, but she would never forget the proud way Kate sat there handling the aggressive tactics of the lawyer. This woman was one special person.

"Good job," Faith commented when Kate sat down again. The blonde nodded slightly. They watched the rest of the session before making their way back to Kate's apartment. Faith could tell the ex-cop was stewing about her performance, but other than the words of encouragement and reassurance she'd already tried, she didn't know what else to do.

**************** PART 2 ****************

Their silence continued after they entered the apartment. Leaving Kate to herself, Faith alleviated her boredom by watching more television. A couple of hours later Faith checked in with Angel again.

"We have some good news," Faith said replacing the phone and facing a waiting Kate. "Demons dead."

"All of them?" Kate asked smiling with relief.

"Found their home base and killed them all."

"Thank goodness," Kate said. Her time with Faith was almost up and she couldn't wait to have the sexy slayer out of her mind.

"So it looks like I get to go home." Faith stood and grabbed her jacket knowing she had probably outstayed her welcome, no matter how friendly they had become.

"Faith," Kate called out to her and waited until she had the girl's attention, "thanks for being willing to protect me."

"Hey, we're five by five here, there's no need to thank me." Faith gave the blonde a smile and headed for the door. "See you round."

"Yeah."

Faith opened the door but instead of walking through, she came upon a demon waiting outside. Without hesitation, Faith tackled the demon to the floor narrowly avoiding the dagger in the its hand. She twisted and kicked him through Kate's doorway and into the apartment as he came at her again. The dagger spilled from his hand. Faith dived for it and managed to grab it before the demon could.

"I have no problem with you. I have come for her." The demon pointed to Kate who had grabbed her gun.

"Yeah, well I have a problem with you. You are going to have to fight me before you touch her." Faith examined the dagger in her hand for a second. Someone had been keeping this sharp, her favourite kind of knife.

"You are with the others who killed my brothers?" The demon asked though it seemed a redundant question.

"And now I'm going to kill you."

"I know, but I vowed to take vengeance for my fallen brothers." The demon seemed almost sad about the prospect of following through with his vow.

"Let's get it over with then." Faith didn't relish the task, although this demon was threatening Kate's life. A minute later there was a demon corpse on Kate's floor.

"You okay there?" Faith asked when she saw Kate still standing with her gun pointed at the demon.

"As well as I could be with a demon lying dead on my floor." Kate shook her head and lowered her gun.

Concerned, Faith carefully watched the blonde sit down while she picked up the phone. On the other end, Angel told her that Gunn and him would be over to help clean up the mess. When blankets were placed over the body and it was moved out the way, Faith took another look at Kate.

"You sure you are okay?" Faith noticed the gun sitting on the sofa and picked it up. The safety catch was still on.

"Give me that," Kate said swiping the gun out of Faith's hand and putting it back in her desk draw. "You saved my life, I guess I owe you."

"I save lives everyday, you don't owe me anything."

Faith avoided the intense look coming her way and pretended to be in deep thought. The last thing she needed was Kate trying to pay her back for her deed. This was a no strings attached deal with the blonde. She could handle the friendship, but she wasn't prepared to be anything else with Kate. She busied herself with cleaning up the mess.

"Let me at least make it up to you," Kate said after a time.

"I told you, Kate, I don't need any being owed."

"Let me, I need to do this." Kate stressed and peered at Faith hopefully. "Dinner and a movie?"

"A date? I thought we weren't gonna-" Faith asked sensing Kate's enthusiasm.

"No." Kate denied strongly. "Two friends going out and having a good time." Faith nodded, happy Kate wasn't going to press the issue. "So how about it, kiddo?"

"I told you not to call me that," Faith said frowning.

"What do want me to call you?" Kate asked and tried to not think what she wanted to call Faith.

"Faith's wicked cool."

"Okay, kiddo."

"Hey." Faith lightly swatted her on the arm. "Otherwise I'll think up an equally embarrassing one for you."

"Okay," Kate laughed giving up. Maybe this friendship might work after all.

Before anything more was said, Gunn and Angel arrived. The two men quickly carried the body away to Kate's relief. Faith lingered around making sure Kate was going to be okay.

"When do you want to do the dinner thing?" Faith asked hesitantly.

"Friday?"

"Wicked cool. Hopefully no demon will ruin it by deciding to have a slaughter on Friday." Faith reached for the door. "If something comes up we'll reschedule?"

"Of course."

Faith studied the blonde for another moment or two. "Friends call each other when they're in trouble, right?"

"Sure."

"Anytime you feel like you think you are, in trouble I mean, call me. I don't want it to get to the stage where I'm playing bodyguard again. Not that I minded, but you're playing with danger going out on your own. Okay?"

"The same goes for you, Faith. Call me if you're in too deep with something."

"This friend thing ain't so bad now is it?" Faith held her hand up for a high-five and received it.

"Not bad at all."

Kate opened the door and watched Faith head out energetically. She shut the door and leaned on it while sighing loudly. It was late afternoon and she decided to work off her fixation on the night before by going for a jog.

Pounding the streets, she let the physical exertion take over her mind. It worked until she stumbled into her apartment. As soon as she closed the door all the feelings rushed back. Thoroughly exhausted, she still managed to flop on her sofa after grabbing a bottle of water. Shaking her head, she unscrewed the cap and took a long drink.

Faith. The memory of the person kept coming back. Life was so unfair. She couldn't have Faith like she had been thinking about all day and yet, she couldn't erase the memories. Every time she pictured the girl, it wasn't the Slayer she pictured but the lover. Naked and naughty Faith floated in her mind instead of friendly Faith.

For the time it took to relax from the run, she allowed herself the guilty pleasure of running through Faith's moves in the bedroom. She told herself this was the last time she was going to think about it. The very last time.

****************

"Faith go easy." Angel blocked another stinging blow from the Slayer.

"Going easy is for wusses. Besides you sound like Wes or Giles, not some kick-ass vamp." Faith continued attacking with a smirk on her face.

"Give him some slack," Kate's voice interrupted their fight and Angel found himself on the floor. "I hear slayers are stronger than vampires."

"That would be correct." Wesley joined the group and surveyed the vampire on his back. "However," his gaze fell on Faith, "training is not about knocking out your opponent. It is about bettering your skills."

"Yeah, I know." Faith held out her hand to Angel and helped him up. "Can I help it if he was distracted by some pretty blonde?"

Both Kate and Faith didn't hear Angel or Wesley's replies. They were both thinking about how Faith's words sounded. 'She thinks I'm pretty' and 'I said she was pretty' went through their minds respectively.

"So what brings you down here?" Angel asked after noticing Kate's gaze wavering between Faith and him.

"Faith didn't tell you?"

"Tell me what?" Angel asked feeling anxious.

"We're going to see a movie," Faith said smiling at the blonde. "It's a friend thing we have going on." The pride in Faith's was evident to everyone in the room. "I'll go freshen up."

"I think that's great." Angel turned to Kate once Faith had disappeared, noticing a faint smile on Kate. "Faith needs someone to look up to."

"She probably sees you as a sister," Wesley said and Kate cringed.

"She's a good kid. Trying to make up for what's she's done," Kate explained.

A few minutes later Faith came down and they headed to a diner.

"You think I'm a good kid, huh?" Faith asked knowing she would get a surprised look. Kate didn't disappoint her.

"You heard that?"

"Relax, it was nice to hear it." Faith smiled. For an instant she flashed back to them sleeping together. It was the first time she'd thought about it since then and wondered if Kate would like a repeat performance. Immediately she dismissed the idea. It might ruin the friendship they were beginning. "And what's more, I know you weren't lying."

"Faith, I normally make my feelings known on how I view people. Just ask anyone down at Angel Investigations." Kate thought back with shame on how she treated Gunn the first time she met him. Just like her dad, she had forgotten how to be a cop from being on the job too long. Getting out was a blessing in that respect.

"Like you did in court the other day. Jury sure knew where you stood on that guy."

"You have to make the jury believe you know you arrested the right person and they deserve to be jailed. Otherwise there is no point going up there."

"I believed you." Faith dug into her food and successfully avoided showing Kate her sheepish expression at the confession.

"Thank you." The words came out more sincerely than Kate had aimed for. "Let's hope the jury did too."

"Sure they will. I was watching them while you were up there and could see they were trusting your judgement."

"Until the defense nearly tore me apart."

"That wasn't your fault and it had nothing to do with losing your job. They just saw it as a way to weaken you. But enough of that." Faith saw the relief on Kate's face. "Let's talk about Kate Lockley."

"What do you want to know?" Kate asked apprehensively.

"I don't know. What do friends normally talk about?"

"Anything and everything."

"Then tell me anything and everything." Faith gave a smile that bordered on a leer.

"I don't think we're quite at that stage yet."

"No time like the present to work on it." Faith wiggled her eyebrows. Kate laughed at the action and stopped eating to turn her attention fully on the girl.

"How about quid pro quo?" Seeing Faith's puzzled expression Kate continued, "I give you answers and in return you do the same."

"Sounds fair," Faith said, happy her new friend was making an effort no matter how hard it was for the blonde to open up. "You first."

Kate looked at the eagerness on Faith's face and couldn't help but remember the same expression before Faith went down on her. She blinked a couple of times to shake off the recollection and started thinking about what she could tell Faith.

"Do you know how I first met Angel?" She asked.

"Something about thinking he was a serial killer? I don't know."

"You're right." Kate nodded and related to the girl about the case she was working and how Angel saved her life.

"So tell me how you first met him."

"I don't think you want to know," Faith said her head going down.

"Why not?"

"It involves violence and me being an idiot."

"Faith?" Kate asked talking to Faith's sagged body. "How do think I felt, falling into a killer's trap and having to be saved by a total stranger?"

"Like an idiot?" Faith's head came up and smiled at Kate.

"You bet. So come on, I shared my embarrassment, your turn," Kate said in a light tone.

"Okay, but don't laugh, okay?" Faith asked earnestly.

"I would never do that," Kate used the same tone.

Faith, hesitantly at first, told how she was duped by the evil Miss Post into trying to kill Angel as a distraction allowing the woman to use the magical glove.

"She told you that you were an idiot?" Kate asked sensing Faith's pain barely hidden under the surface. "You shouldn't have believed her."

"Why not?" Faith asked trying to be casual. "I was, wasn't I? Because I listened to her, everyone was nearly toast by her hand."

"You weren't the only one believing her, Faith. I've never met Giles, but it seems that he of all people should have checked out her credentials with this Council. Besides you were only trying to do your job."

"Yeah, and I should have known that everyone is only in it for themselves. You can't trust people, they're always going to let you down." Faith looked up and saw a similar pain on Kate's face.

"But some people are trustworthy, Faith, even if sometimes they will let you down. I would have thought you trusted Angel."

"Up to a point. He is still a vampire. So, are you saying I can trust you? Because I seem to remember another blonde promising me that and she ended up trying to kill me."

"I'm not Buffy… Yes, you can trust me. I can't promise that I won't make mistakes, but I will always try my best to respect your trust." Kate started to reach across the table for Faith, but stopped halfway. "I don't go around gossiping or stabbing people in the back."

"Or the gut."

"Or anywhere. You know I'm a private person and I respect other's privacy."

"Well, it's gonna take some time. But Angel trusts you, so I guess you can't be that bad."

"Thanks," Kate snorted softly.

"So, we're five by five, right?"

"All the way." Kate then reached out and gave Faith's hand a pat ignoring the heat she felt coming from it. "Since you saved my life that gives me more than enough reason to trust you."

"And this time I'll make sure when someone puts their trust in me I don't let them down." Faith nearly turned away from Kate but courageously held her gaze. "This friend thing is sometimes heavy, huh?"

Kate smiled in agreement and turned the conversation to a lighter topic. The night continued along the same line and when Kate dropped Faith off at the hotel, they parted company feeling relaxed.

****************

Kate turned out the light and tried to get comfortable under the covers after returning from the Hyperion. Every time she closed her eyes she thought about Faith. Faith's tongue running over her labia. Oh god, that had been heaven. Her hips bucked slightly at the memory. Faith's tongue teasing her. Slow, fast, faster, slower, faster. Her eyes opened in the dark and she blinked several times. Don't think about her, she told herself. She tried to find a distraction in the latest case John had thrown her way but her mind always came back to the Slayer.

It wasn't as if it was the best sex she'd ever had. It was certainly up there, but her mind hadn't been focussed solely on the sensations Faith had her experiencing. Part of her, she knew, was worried about the demon and part of her was still groggy from the alcohol. Still, she couldn't shake the memories and the emotions she had of Faith. Faith's tongue on her clit. Stop it, she screamed silently. She was tempted to literally slap herself out of it.

Maybe she should take John up his offer of a night in-between the sheets. He was attractive, but she never really thought about it before. Anything was okay as long as it took her mind off a certain sexy dark haired girl.

She fell asleep thinking of more things Faith's tongue did to her.

On the other side of the city Faith was thinking about what Kate's body felt like when it was responding to her touch. Although she knew she shouldn't think about it, she couldn't help it. Kate was one of the best lovers she'd had in a long time. They were so good together and it amazed her. If Kate hadn't been so resistant about doing it again the morning after, Faith thought, it would have been nice to at least have another round with her. It wasn't to be and she wasn't sure why she was losing sleep over it.

She didn't know if Kate was a virgin in the same sex department, but it didn't feel like it. The blonde was only one of a handful of lovers that had instinctively knew what Faith wanted. Not much guidance was necessary. That had left Faith to concentrate on more important things.

She smiled in the dark at the memory of them going down on each other at the same time. Since their heights were closely matched, it had been one of her favourite positions of the night. She mentally went through the other positions used during the night. Oh yeah, the sixty-nine was definitely the favourite.

She drifted off to sleep thinking about how her dirty talk affected the blonde.

****************

Pulling open the door Kate had a big grin on her face. It disappeared when she saw Faith at the top of the landing kissing a half-naked man. A month had gone by since she and Faith had slept together and she still had secret hopes of repeating the experience. She felt faint as she watched Faith give the man a sexy smile and disappear into the corridor with only a sheet wrapped around her. Kate examined the man who was dressing hurriedly: tall, dark and handsome.

He did his belt up spotting the blonde looking up at him. Making his way down, he gave her a wide smile.

"You know Faith?"

"Yes," Kate replied tersely, feeling disgusted they had something in common.

"Great girl," the man said giving her another beaming smile. He nodded to her and whistled his way out of the hotel. Kate watched him disappear trying to hold back the flood of emotion in her heart. She would not be jealous or upset, she told herself. After all, they had both agreed it was a one-night stand. Still, she couldn't stand to face anyone so she turned around and headed for the door.

"Kate?" The one voice Kate didn't want to hear.

"Yes, Cordelia?" She slowly faced her desperately putting on a smile.

"Are you okay?" Cordelia asked sincerely. She'd been to enough parties to know what a fake smile looked like.

"Uh, yeah…" She tried to think of an excuse but nothing came to mind.

"Did you see that man Faith had over last night?" Cordelia asked with distain dismissing Kate's mood. "I hope he has left."

"Uh, he has," Kate said awkwardly but somewhat relieved that it seemed it too was a one-night stand.

"Good. I don't think she even knows him." Cordelia confirmed Kate's musings.

"That's Faith, from what everyone has told me."

"But did she have to bring back here?" Cordelia said before going on, "Ugh. Don't get me wrong, the guy was cute, but I've learned the hard way you shouldn't sleep with strangers."

"Maybe that's the point." Angel walked in with his morning cup of blood quickly hiding it when he spotted Kate.

"What?" Cordelia asked motioning to him about his lips.

He wiped them and continued, "She doesn't want to get involved because that would mean-"

"She was risking her feelings," Kate finished knowing the story all too well.

"And investing herself," Angel added also knowing much about the situation.

"Well, I'm not putting up with her parading them in front of us," Cordelia huffed and gazed up when their topic of conversation sauntered down the stairs now dressed. "Here she comes… Miss-I'm-So-Easy."

"Jealous, Cordelia?" Faith asked smiling one of those smug smiles. "Maybe I could hook you up with one of his friends."

"No thank you." Cordelia made a sour expression.

Faith laughed and turned her attention to an unusually quiet Kate. "Hey."

"Hey," Kate replied less enthusiastically. Faith frowned at the tone in Kate's voice and gave the blonde a questioning look. "I better be going," was the reply.

"You only just got here," Cordelia cut in oblivious to the look Kate was giving her.

"Is there something wrong Kate?" Faith asked. Chocolate eyes turned to sad blue ones.

"No, I wanted to say something, but now is not the time." She looked at each in turn and started to walk out. Seeing Faith after she had been with someone else was much worse than thinking about it. More sleepless nights were ahead.

"Kate, wait." Faith caught her on the arm. "I thought we were friends."

Kate stopped, turned and winced at the look of hurt on Faith's face.

"What did you want to say?" Faith asked when the blonde motioned her to continue.

"Nothing." She couldn't bring her eyes to Faith's.

"I guess you're just like everyone else after all," Faith said not caring about the others in the room.

Kate sighed heavily, "No, I'm not. I'm just not in the mood to talk."

"Yeah, fine." Faith let go of the arm and stormed away.

"Faith," Kate called hoping she hadn't blown Faith's trust in her. The Slayer kept walking.

"Faith," Angel warned.

Faith stopped, turned around and crossed her arms.

"I'm sorry," Kate said apologising not only for her behaviour but her hidden feelings.

"What did you come to say?" Faith asked still defensive.

"I have another job."

"That's great." Faith forgot about her anger and rushed to the blonde giving her a hug. Kate quickly pushed away at the touch. "Kate?" Faith whispered worriedly.

"It's nothing." It was so hard not to run out of the room, but Kate didn't want to embarrass herself further.

"Nothing?" Faith answered still whispering. "I thought friends were there to help each other. And besides I thought you would be feeling good, I mean you have a job again."

"Faith, I would love to talk to you about this, but I'm not ready to talk to you about my love life." The remark was biting.

"Okay." Faith nodded and smiled gently, totally baffled by Kate's behaviour. "So what's this job?"

"You know how I've been doing some unofficially consulting on a few cases?" Faith nodded but it was news to Angel and Cordelia. "Well, John, the guy that gave me the job put in a good word with a detective agency. One that doesn't deal in demons or sleazy cheating cases. That case I testified at a few weeks ago came back with a guilty verdict. Just enough to convince my boss that I was right for this."

"Congratulations," Angel said. Cordelia agreed with him.

"Yeah," Faith said smiling but still puzzled at Kate's mood.

"Well, I have to be going." Kate gave them a smile before walking to the door. Outside she wasn't surprised to find Faith following her.

"I just want to make sure that no one has hurt you." Faith stepped in front of the car door.

"Still playing bodyguard?" Kate asked somewhat flattered by the determination in Faith's tone.

"Do I have a reason to?"

"No. Faith, I promise I'm okay."

"Maybe we should do one of those video nights friends have," Faith said smirking, "you know bitch about men, have ice cream and tell each other secrets as well as watch some great movie moments."

"Maybe some other time."

"Kate, if anything is wrong you know I might be younger than you but I can help," Faith declared becoming frustrated.

"It's not that. Okay? It's nothing major."

"Okay." Faith stepped away and let Kate climb in the car. "Call me?"

"Soon."

Kate drove away trying to hold back the tears that threatened. She turned up her stereo and navigated her way to her new job. All through the day while she tried to settle into the new routine, she couldn't stop thinking about Faith. She tortured herself with the image of a nearly naked Faith kissing him. Him. Why did he get to sleep with Faith and not her? It wasn't fair that her mind kept going back to that passionate night. Did he hear her moan out his name? Did he get to perform one of most intimate acts a person could do? Did he satisfy her? Were they being safe? Kate hoped he wasn't good enough for Faith to consider again.

It shouldn't hurt so much, she told herself. They had agreed that it was one night with no strings. How could it hurt so much? She wondered what would happen if she told Faith that she would like to do it again. Would Faith laugh in her face and treat it as a joke? All these questions and no way to find out the answers. Kate let her head fall in her hands for a second. She needed to forget that she ever had Faith climax above her.

****************

"Is this seat taken?" A smooth voice whispered in her ear. She turned around and smiled at the handsome man asking her.

"No." She leaned towards him as he sat down next to her at the bar. "Listen, forget about pick up lines, if you're looking for a night of sex how about we go somewhere more private."

"I like a woman who knows what she wants," he said feeling lucky he worked up the nerve to talk to her. As soon as he came in he had noticed her and here she was practically begging him to have sex with him. "I'm Todd."

"Kate." They shook hands and she smiled again trying not to let him see she was scared. "So how about it?"

"Sure." He stood up and held out his hand for her.

"There is a motel a few blocks away."

Hastily they took their cars and parked them in the motel parking lot. Kate protested when the man paid for the room, but soon they were entering the one room two-star accommodation. The bravado Kate had worked herself up for all night with some alcohol and reasoning failed her now. She was in a motel room with a stranger about to have sex all because she couldn't get a certain Slayer out of her mind. Maybe she thought if it had worked for Faith, it would work for her too. Now she wasn't so sure.

"You have protection?" She asked hoping he didn't so she could back out.

"Yes." The man pulled out his wallet and showed her a wrapper.

"Let's do this slowly," Kate said trying to think of a way out of the crazy situation.

"Whatever you want. You know, I never expected to meet someone let alone be having sex tonight."

Kate sat on the bed unsure about her next move. If she started undressing she would have to follow through. When Todd sat down next to her their shoulders touched briefly before Kate leaned away slightly. After an awkward silence he reached over and touched her thigh. There was couple of moments where he allowed her to get used to his touch before he let his mouth inch towards hers and they met for a brief time. It's not the same, Kate's mind screamed, his lips are too rough. She pulled back sharply.

"Are you trying to get over someone too?" Todd asked when she didn't look at him.

"Something like that." She looked at him and smiled softly. "You too?"

"I gave her four years and she thinks because she was picked for a new television series she didn't need her boring boyfriend any more." His voice held some bitterness.

"I'm sorry." Kate knew the words were inadequate.

"Yeah, this was supposed to be my comeback to the dating scene. Some pair we are," he laughed softly. "I understand if you don't want to do this."

"I don't think it's what I need right now," Kate said appreciating his attitude. She was lucky; she could have chosen someone who demanded she go through with it.

"Same here, except when I saw you I couldn't pass up the chance. Whoever he is, he's a jerk for not appreciating you."

"Thanks." Kate laid a hand on his and gave it a squeeze. "Not all men are jerks."

"Yeah, that's why I'm hoping this TV show is cancelled three weeks into its run." They both laughed and Kate stood.

"Let me at least pay half for the room." She dug into her purse and pulled out the money. "Go on, I won't think you less of a gentleman."

They said their goodbyes and Kate went straight home. She thought she could do it, but it was obvious that Faith wasn't going to go away because of a night of empty sex. She sighed. The best part of the week had been spent working herself up for this night and now she felt so low again.

Damn. If she hadn't slept with Faith, none of this would be happening. But she wouldn't trade her experience for anything. Not the way she had felt teasing those dark nipples. They had been so damn sensitive. Becoming erect for her before she moved lower on the Slayer's body. She wished she could blow on them once more, just to see them stand out for her again.

No. It was over. It was so over. Faith had moved on and so should she. Todd hadn't done anything for her, but maybe that was because she needed to try something new. Another woman may be the answer. The night was still young and she felt excited again. She exited her apartment after freshening up.

Finding a gay-friendly club she ordered a drink and waited until someone caught her eye. It took an hour but Kate knew she wanted this woman the moment her eyes landed on the leather jacket. Long dark hair and a beautiful face greeted her at the bar.

"Hey." The woman caught a gorgeous blonde staring at her. This one wanted her, she could tell.

"Hi," Kate said looking up into the dark eyes. The woman looked to be in her early thirties.

"Can I buy you another drink?" The woman asked giving Kate a dangerous smile.

"I'll do the buying." Kate motioned for the bartender.

**************** PART 3 ****************

Faith settled under the covers still clammy with sweat. Something was not right though. She looked over at her lover of the past week and frowned. The guy was an absolute god in bed and that's why she hadn't discarded him yet. But, no matter how good it was, there was something lacking. She noticed that in the last few weeks that it didn't feel as good as it once had. Maybe she was finally growing up, she thought, then laughed. The body next to her didn't move. One thing her lovers never complained about, they were never left wanting.

The phone rang and she picked it up not caring if it disturbed Antony.

"Hello?"

"Faith?"

"Yeah, Kate, what's up?" Faith swung her legs out of bed hoping Kate was alright because from her voice it didn't sound like it.

"You wouldn't be up for a talk would you?" Kate's voice sounded shaky.

"Of course I am. Where are you?"

"At home."

"I'll come right over." When she didn't hear any disagreement she continued, "Give me twenty."

She hung up the phone and debated telling Antony where she was going. The guy liked midnight sex after he had recuperated. Settling on a quick note and a 'call me' at the end of it, she dressed and headed out to the car. Realising she hadn't washed up she quickly went back in and came out again clean. The last thing Kate needed was to know was that she'd just had some great sex.

Kate opened the door in relief and despite her tumultuous emotions, she pulled Faith into a strong and desperate embrace.

"Hey, you okay?" Faith asked taking Kate into her arms and giving her a big hug.

"I've made another mistake," Kate rushed out and pulled Faith over to the sofa so she could sit down before she collapsed.

"I told you not to go out demon hunting." Faith shook a finger at her.

"I didn't. This is something…"

"Go on," Faith prompted seeing Kate struggle with attempting to stop her tears.

"I think I may have ruined a marriage."

"What? You would never do anything like that." Faith shook her head. Kate was one of the most moral people she knew. "What happened?"

"I was sitting in a bar and I suppose you can call it flirting with someone married, though I didn't know it at the time. Then the spouse interrupts us and gets the impression we've been lovers for weeks."

"Surely you told her that she was wrong."

"I tried to straighten it up but the denial further enraged him."

"Him? Wait, you were hitting on a woman?" Faith couldn't hide her surprise.

"Is that so shocking? We slept together," Kate said pointing her finger at Faith then her. "And I'm sure I wasn't your first woman." Many sleepless nights had been spent on that subject for Kate.

"I know, it's just I don't see you…like that."

"Like what?" Kate demanded.

"Going to a bar to hit on people." Faith hated the fact that Kate couldn't find someone to treat her like she should be.

"Is that a compliment?" Kate asked suspiciously.

"Yes. And Kate, if some woman was looking for an affair, that's not your fault." Faith didn't know how else to comfort the blonde. She wasn't one for worrying about whether someone was married.

"I know, but I think I made it worse."

"I hate to go all cliché, but it takes two to tango. This woman was the one betraying here and just because you couldn't clear things up doesn't make you a bad person. This is not your fault, Kate, but I'm glad you talked to me about it."

Faith grabbed the box of tissues next to her and offered one for Kate's tear streaked face. She couldn't figure out why Kate was so worked up about this or why the normally reasonable woman was being so illogical.

"Thanks," Kate said taking the box and discreetly wiping her face. "Then you'll help me get her out of my apartment."

"What!" Faith jumped up in shock and deep down inside maybe a bit of hurt. "You slept with her?"

"No," Kate said and Faith inexplicably felt relieved. "I brought her here when her husband threatened to kill her. I didn't know what else to do and I wasn't in the best of states to deal with it."

"So what are you going to do?"

"I was hoping you could talk to her," Kate asked tentatively. "Get her to a motel or something and give her your card so she can call you if she's in trouble."

"Okay," Faith sighed. She knew Kate was probably dying of embarrassment about the situation and she couldn't very well say no. "So, in your room?"

"She passed out an hour ago."

Kate opened the door and a sliver of a memory from a night long ago came to mind. She pushed the memory down and went over to shake the sleeping brunette on the bed. Slowly the woman opened her chocolate eyes and focussed on a pair above her. Unemotionally she explained who Faith was and what she was doing there. With minimum fuss Faith had her buckled into the car and went back up to Kate's apartment where the blonde was waiting.

"All set?"

"Yeah. You want me to come back afterward?"

"Uh, no." Kate answered wishing things were different between them and she could ask Faith to stay overnight.

"Don't worry, Kate. I'll take care of it."

"I know you will, kiddo."

Faith opened her mouth to protest but shut it when she thought better of it. Kate was joking and that was a good sign. They said their goodbyes and she made her way down to the car. After starting the engine she looked across at the sleeping woman. The woman was good looking, but not her type. Kate had been flirting with this woman. Her ego took a bit of beating at the thought of Kate going out looking for a woman. She told herself she had no business caring who Kate slept with, except for making sure her friend wasn't being used or abused.

The light turned red and she took another glance at the woman. What had Kate seen in this woman? A quick fuck? Or something more than a passing attraction? Did she use the same line of seduction that she had fallen for? Faith thought back to that night. It wasn't something she made a habit of because she didn't want to think of Kate as a sexual object. That night had been the last time she really invested herself in sex. Since then, she hadn't cared once about what her lover felt or given a damn how many times they came.

Kate had made it clear the morning after that it was a one-time thing, Faith reminded herself again. She sighed at the thought of going back to Kate and telling her she would gladly be a willing participant but she couldn't. They had agreed to keep it friends only and Faith was satisfied with that because Kate was one wicked friend to have.

She dropped the woman off after promising that if she needed help she could always contact Angel Investigations. Then she drove back to Kate's apartment block. Sitting outside in the car with the radio turned down low, she looked up at the window she knew was Kate's. There was a lamp on from the dim light spilling in the room.

Faith sat there drumming her fingers on the steering wheel debating whether to go back up. Kate had told her not to, but Faith figured that Kate didn't want to be seen as needy. She was a strong independent woman and she didn't like her weaknesses being shown. Another song came and went while Faith was deciding all the while staring up at the window. Just as she was about to exit the car the light turned off. Disappointed, Faith drove back to the hotel.

She relaxed when she found Antony gone. There was no way she could do the sex thing right now. Not with Kate still on her mind and probably no chance of her disappearing before she went to sleep.

****************

Kate stepped into the darkened Hyperion lobby noticing the books scattered everywhere. Faith had told her the others had rushed out on a vision mission. She made her way up to Faith's room - Number 69 - and knocked hesitantly. Faith had called her that morning and invited her over for a 'girls night.' Kate had no idea what she meant, but the tone of Faith's voice made her cautious.

"Come in," Faith shouted putting the finishing touches to the room.

Kate opened the door and surveyed the room. Pumping out the stereo was some dance music and Faith had arranged the lighting to make the room resemble an intimate setting. On a table in front of them was an assortment of cookies, snack food and sausage rolls.

"Party food," Faith said smiling at the look on Kate's face. So worth it, she congratulated herself. "I also have ice cream."

"What flavour?" Kate asked deciding to go with the flow.

"Rocky road and vanilla." If Kate didn't want the vanilla she may use it with Antony, she thought wickedly.

"Videos?" Kate asked spotting a pile by the television.

"A choice of action, romance-" Faith stuck her tongue out and made a choking sound. "-Sci-fi, or comedy."

"You thought of everything," Kate remarked impressed at the effort Faith had gone to. All for me, she thought giddily, then immediately sobered up. Still, she allowed a smile to play on her lips.

"After your disaster last weekend I thought that you deserve a enjoyable one this week." Faith reached over and brought out a box.

"Faith, really, this is too much," Kate protested ignoring the fluttering in her heart.

"It's nothing."

She held out the box and Kate accepted it keeping an eye on Faith's face for a sign of what was going on. Receiving nothing but a grin, Kate proceeded to open up the small gift and peer inside. She picked up the gift, weighing it in her hand. A mobile phone. When she looked up Faith winked at her.

"Thank you so much, kiddo." She reached out and gave the girl a hug.

"Now when I say call me you don't have an excuse." Faith wiggled her eyebrows. "Besides it might come in handy for your new job."

"I'm starting to see the benefits of this friendship," Kate replied cheekily.

"Just remember my birthday and we'll be fine." Faith picked up the phone on her beside table and punched in a number. Kate's phone rang. "Just so you know it works." Faith smiled and hung up.

"I think someone's already been playing with my phone."

"Caught me." Faith held her arms in the air for a couple of moments. "You can choose your ring. I wasn't sure to go with 'Staying Alive' or the 'The X-Files' theme."

"Are you trying to tell me something, kiddo?" Kate asked smiling.

"No."

"I don't know what to say," Kate said feeling overwhelmed. She never expected this friendship to be anything but casual. Now Faith was being incredibly giving and caring in a way she never though possible. She didn't know if she was ready to reciprocate.

"We're five by five, Kate. Friends are supposed do these things without thought about payment, right?"

"Right."

"So, you don't have to say anything." Faith offered Kate a seat on a love couch. She took a seat next to her and reached out for some food. "Eat, drink, be merry."

"How come you didn't go out with the others?" Kate asked picking up a drink and a handful of snacks.

"Angel knew I had this planned and so he let me off." Faith could see the disapproval radiating from Kate. "Relax, it was only three demons. Gunn and Angel are enough firepower without Wes and Cordelia, but they went as back-up just in case."

"You shouldn't be neglecting your duty, not even for a friend."

"One night, Kate, that's all. Anyways, I have an agreement with Wes and Angel that if it's not too serious I'm allowed Saturdays off. They know I need to get out regularly. It stops me getting restless. On the other hand, any other night I want to go out, I have to clear it with them to make sure there's nothing going on. It's a good deal."

"Okay, but promise me if you have to choose, make slaying your first priority."

"Hopefully, I'll never have to," Faith said thinking about the woman the week before. Thank goodness Kate let her handle it. She shuddered at what could have gone on without her help and received a look from Kate.

"I have to admit, I wasn't expecting this, Faith."

"I'm trying to get this friend thing right, seeing as I've screwed up so many times." Faith smiled and offered Kate another drink.

"Well, I can tell you, you are doing a very impressive job."

They settled on the couch and put on the videos. Sitting the dark with Faith, Kate had to admit she becoming more comfortable with the kid's presence. Only on a few occasions had she flashed back to Faith and her in bed. Maybe the cure for Faith was spending time with her in a non-sexual capacity, she thought to herself. I need to find someone, but in my own time and not by forcing it on myself. The words floated around her head while her eyes switched from the screen the Faith's silhouetted face. A soft sigh escaped her when she recognised she was wishing that someone was Faith. It was going to take some time.

During the second video Cordelia entered and sat down in-between them. After the movie had finished she boasted how well they did without the Slayer. Kate caught Faith's eyes and rolled her own. She received a wink in return.

"So where is Antony?" Cordelia asked not knowing about Faith's plans for the night until Angel had told her on the way to the scene. "I thought you two couldn't keep your hands off each other."

"Out with his own friends," Faith said noticing the blank expression on Kate.

"Two weeks, must be some record for you." Cordelia went on not seeing Kate turn away and blink furiously to hold back the tears.

"It's good sex." Faith answered smiling at Cordelia's effort to put her down.

While she and Cordelia continued to bicker, Kate slumped on the couch. Two weeks. That was a long time for Faith to be with one person. The shock of the news numbed her. Gone was the good mood she had been feeling all night, replaced with a sense of loss and emptiness. Faith had been with someone for two weeks, not only that, but even Cordelia knew his name. Antony. She disliked him already. Probably extremely good looking, muscled and great in the sack. No, dislike was too mild, hate was a better word for the lucky asshole. Had Faith found someone that she could have a relationship with or was it simply 'good sex' as she had put it?

"Kate?" Faith's voice brought her out of her musings. "What do you think?"

"Sorry," Kate croaked looking at the two brunettes.

"Cordelia bet me I wouldn't last a month." Faith frowned slightly. Kate seemed a little out of it. She thought it could be because Kate was older than the two girls were. The ex-cop seemed sensitive about that.

"I have to agree with her," Kate said hoping that it would turn out to be true.

"Kate, you are supposed to be MY friend." Faith reached over and gave her a tap on her knee while laughing. "That means you take MY side."

"You want me to lie to you?"

"No," Faith said still laughing. "But you could at least not agree so quickly."

"Okay, next time I'll pause briefly before agreeing with Cordelia."

"Hey," Faith protested throwing piece of chocolate at Kate. Kate picked it up and popped it in her mouth while raising an eyebrow.

"If you two are going to fight with food, I'm outta here." Cordelia stood and looked between the two. Who would have thought Kate and Faith could be friends.

"Food fight." Faith's smile became wider.

"No way, kiddo." Kate also stood to get out of Faith's way before the girl took up the challenge.

"Not in front of Cordy," Faith complained.

"Kiddo?" Kate asked innocently. "Cordelia's not going to say a word, are you?"

"Not a word…kiddo." Cordelia ducked a piece of food and scampered out of the room.

"Now you've done it," Faith complained when the door shut. "I will hear nothing else for the next couple of weeks."

"Hmm." Kate agreed while raiding the food again.

"You're supposed to be sympathetic to my pain."

"I will…when you actually have some." Kate laughed and watched Faith change over videos. "I should get home."

"It's only eleven," Faith complained and pushed play on the video.

Kate knew she should protest again but Faith sat down beside her and she couldn't bring herself to part from the girl's company. Faith had given up a night of sex to be her friend and part of her felt satisfied she came first. So, she settled down to watch the movie and tried to forget that the woman next to her was sleeping with someone else.

As the third movie's credit started rolling she decided it was time to go. Faith walked her down to the front door.

"Call me," Faith commented smiling. Kate had the box tucked under her arm.

"I will."

"We should do this again sometime." The night had been a big success and Faith found herself wanting to do it again very soon. Kate was the best friend she had ever had. Emotionally she reached out and gave her friend a hearty hug. "Thank you."

"I really enjoyed myself. Thanks." Kate returned the hug as best she could without giving away her feelings. "I'll call."

Kate climbed in her car and drove away with mixed emotions. Her heart told her she wanted so much more with Faith. A brief image of them together on Faith's bed flashed through her mind. But she couldn't deny herself the chance to at least be good friends with the girl. It would take some time, she reiterated to herself.

****************

"Hello."

"How's the new phone?" Faith asked sitting on her bed.

"Perfect, thank you," Kate answered from her sofa. She turned off the evening news and settled herself on the cushions.

"I thought you were going to call me?" It was Thursday.

"It has been a busy week," Kate answered. Calling required more nerve than she had. "How about you?"

"You would have won that bet." Faith heard a gasp on the other end. "Kate?"

"Sorry. What happened?" Kate asked, her heart jumping of joy. No more Antony.

"He thought he could own me so I dumped him." Faith's voice was casual.

"I'm sorry," Kate said trying to sound sad.

"Don't be. He wasn't anything special, just really good with certain parts of his body. It's true what they say, Italians are wicked lovers." Kate didn't answer and Faith let the silence drag for a couple more moments before changing the subject. "How's the job?"

"Good," Kate managed to get out while she was still thinking about parts of Antony's body pleasuring Faith. It was not a nice image. "The pay is much better than what I was getting from the PD and that makes the job easier."

"Listen, how about we have another video night?"

"Don't you want to go out on the prowl again?" Kate asked the words coming out harsher than she had intended.

"Hey," Faith said in the same tone, "I was only asking you."

"Maybe next weekend," Kate said her voice gentler.

"Sure, of course," Faith said feeling confused. She felt she was only getting half the story from Kate. Exactly what the story was about she had no idea.

"Okay, see you then." Kate hung up the phone and threw it across the sofa.

Faith gently put receiver in its cradle. She stretched and headed down to where Angel was reading. The others had gone home for the night.

"Angel?"

The vampire looked up at the worried expression on Faith. For the last few days the girl had been unusually quiet. He had asked and got a shrug of the shoulders for his efforts.

"Yes?" He put the paper down and gave his full attention to Faith.

"Have you slept with Kate?"

"No," the vampire spluttered. "Why?" He asked suspiciously.

"Never?"

"No, not wanting to remind you, but there is the soul issue."

"So you think she would make you happy?" Faith asked finally settling down in a chair.

"Maybe, it wouldn't be the same as…I don't know, but it is safer not to find out." Angel wondered where this was leading.

"So, you wouldn't consider a romantic relationship with her?"

"No, I know Kate had an attraction to me, but I have the feeling it disappeared once she found out what I was." There was no pain in Angel's voice, but Faith sensed Kate's attitude towards him had hurt. "What is this about?"

"I slept with her." Faith took the risk of telling him, hoping he could be discreet.

"What!" Angel jumped up and stared Faith down. "When?"

"A couple of months ago when I did that bodyguarding stint."

"Oh." He sat down again and waited for Faith to continue.

"Please don't say anything," Faith pleaded.

"I won't."

"You remember she was all shook up about being hunted. Anyways she kinda got a little drunk and she offered me the chance. Hey, I wasn't about to turn it down."

"She offered you…" Angel trailed off trying to get over his surprise.

"Yeah."

"Why are you telling me this now?"

Faith was silent for a time trying to think how to answer the question. She didn't really know why she had asked Angel. She was trying to figure out Kate's behaviour, she knew that much. And maybe it was to clear the air, so she had no misunderstanding Angel harboured any feelings towards the blonde. She had dumped Antony after the image of Kate in her mind at the point of climax nearly made her moan out the blonde's name.

She couldn't work it out. Kate was supposed to be in the past. It was a one-night thing. That had been explicitly clear. However, thinking back on it, she had told Kate to forget about having sex again. Kate had only agreed with her. Two questions sprang into her confused thoughts. 'Did Kate want to sleep with her again?' and 'did she want to be with Kate?' It didn't make sense any way Faith thought about it.

"Has Kate said anything to you?" She finally asked.

"Nothing at all, we spoke a couple of days ago and she didn't mention anything except…."

"Except what?" Faith asked impatiently when Angel didn't go on.

"I think she told me in confidence."

"Come on, Angel."

"I'm sorry, but whatever is going on you should speak to her about it."

"I can't. We both promised never to mention it again. You know me, always moving on. I thought we both had an understanding about it. But just now on the phone I got the feeling she's not telling me something." She gave Angel another pleading look, "Please tell me what she said."

"Only that she hadn't dated for a couple of months. It was an offhand comment and I can't remember what we were talking about when she said it. It only struck me now because of the time frame."

"But I know she has," Faith commented feeling more troubled Kate's statements. "I met one of them."

"Well, that's what she told me, and it didn't seem to be a lie." He stood up and folded the paper. "You should talk to her, Faith. This friendship you are building is good for you both. I would hate to see it ruined by trying to second-guess what the other is thinking. Kate is normally straightforward, I'm sure you are just getting your wires crossed."

"Thanks Angel." She gave him a grateful smile and watched him walk up the stairs.

She sat there for a long time trying to work out what the hell was going on. This all could be wishful thinking on her part. What happened to the days where she could read people so easily? Knowing when someone wanted her and how to play them to get what she wanted. Antony was so easy, so she hadn't lost her touch completely. He wanted one thing and she had given it to him while taking her own pleasure. The problem was the power that came with sex just wasn't there for her since she slept with Kate. That had been some wicked cool night.

Another thought occurred to her. Although sex with Kate was over, maybe she wanted that kind of sex with someone else and just hadn't found them yet. The kind of encounters where she was left wanting more. Where she couldn't stop thinking about them after it was over. Leaving behind all the emptiness that came after she threw someone out of her room. She could find someone like that, she thought, just because it had only happened with Kate so far didn't mean it was the only time.

****************

She was prepared to do this. She knocked on the door pumping herself up to take on this endeavour. The door opened and the face on the other side gave her a smile.

"Hey kiddo," she greeted thrusting a package out at the sexy brunette.

"You know, I'm really going to have to come up with a name for you," Faith said inviting Kate in with a hand gesture.

They settled down in Faith's room where Faith had put on some mellow alternative music. The Slayer sat down still wondering about the best way to approach Kate about their relationship. She had decided if Kate did want to be lovers that she would try it. The dreams she had the last week wouldn't make her choose any different.

The only thing that got her hot these days was the image of Kate. Sucking her, licking her, biting her. Earlier in the week she had gone hunting, but people she once would have seduced in a second didn't do anything for her. This one a big roll of the die, but she had to know.

"So, how you doing?" Faith asked smiling at Kate.

"Great." Kate gave her a cheeky smile.

"Come on, what's that smile for," Faith teased thinking how beautiful Kate's smile was. This was definitely the night to ask Kate what she thought about that night and if she wanted anything more.

"I may have a date for next week," Kate said ploughing ahead with her plan. Normally she wouldn't have shared the information, but she thought that if she said it out loud to Faith it might help her move on.

"Uh, that's wicked cool," Faith smiled falsely her plans being shot down. Damn that overactive mind of hers. Once she had opened herself to the idea of giving it another shot with Kate, her hopes soared and now…

"Yeah, this cute guy at work was flirting me yesterday and things were hinted at." Kate thought about him; attractive and - from what she heard - an all-round nice guy. Exactly what she needed to move on with her life and get over the ever-increasing obsession about the person sitting next to her.

"Enough about that." Faith dismissed the disappointment. It's not like she couldn't move on. It would be harder, but now she knew there was no chance, it should be a snap. "I have a package to open."

"I hope you like it," Kate said nervously.

Faith peeled the paper grinning like a child with anticipation. It tore open and out popped the items. Holding them up, she examined each in turn. A friendship bracelet and a plaque with a message about having faith in oneself. Kate chewed on her bottom lip waiting for Faith to say something.

"I love it," Faith said tearing up. "Thank you." She put down the items and gave Kate a hug.

"I know how hard it must have been when you were released and I'm sorry I wasn't there for you more. You've come a long way, Faith and I am proud to call you a friend."

"Any time I'm down, I'll just look at it and know you care for me." Faith reminded herself to start acting like the tough talking Slayer she was. Her tears of happiness dried up. "You did get a bracelet for yourself, right?"

"Yeah." Kate held up her leg and showed her she had placed it around her ankle. Faith reached out touched the leg as she was examining it closer. The touch sent off a spark in Kate's body and she willed herself to keep calm.

"That's where mine is going." Faith reached down and linked it around her ankle. She shook her ankle getting used to feel of it. "You didn't have to do this, you know."

"I know, but I wanted to. You are probably lacking in some praise around here and I thought it was about time someone told you how well you're doing." Kate pried her eyes off Faith's body feeling guilty.

"You know what?" Faith asked her voice emotional. This friendship thing was making her soft, she thought wryly.

"What?" Kate asked with the same intensity.

"I'm lucky to call you a friend." Faith leaned over and burrowed her head on Kate's shoulder feeling the warmth and comfort. "I can't believe it."

"Believe it, kiddo."

Kate wrapped her arms around the girl and they held each other for a few minutes revelling in the happiness of friendship. Kate wouldn't give this up for anything even if she couldn't have Faith the way she wanted. Unknown to her Faith was feeling the same.

They slowly extracted themselves and proceeded to share in a night of videos.

**************** PART 4 ****************

The hand moved over her breast lightly, teasing the flesh. Her mind shouted more, but the touch continued to play gently over the skin. More, she screamed to her lover. Give it to me. The hand moved lower. Lower. Then the touch disappeared. Come back, she shouted panicking. I need you, I want you. Why can't it be like it was before.

Faith tried to reach for the hand to guide it back to her body, but she couldn't find it. The force of her emotions woke her up in the early hours of the morning. Being friends with Kate was the best thing that had happened to her in the last year and all she wanted was for her to be more than a friend.

Rolling on her side, she watched the sun peek over the buildings and reach across the sky. Thoughts of what she could be doing if Kate was here with her jumped in her head. She wasn't a morning person, but she could imagine waking Kate up with only her tongue. Take the blonde from the sleeping world into this one with an orgasm. Then Kate would return the favour and they would have breakfast in bed while the city came alive for the working day.

She would send Kate off to her job thoroughly satisfied. Wear her out with a good licking before Kate even made it out of bed. It was more romantic than the fantasies she'd had in the past, but Kate was different. The blonde deserved to be treated with respect as well as her body receiving absolute pleasure. No inch of skin would be untouched. The amount of liquid coming from the blonde's centre would turn Faith on so much she wouldn't be able to stop lapping it up.

She drifted off to sleep again with a cheeky smile on her face. If only her dreams weren't all in her mind.

****************

Faith again looked out of the city as she had been doing all week. Every morning she had woken up and watched the sun come up fantasising about Kate Lockley. Now tonight she watched sun go down with the same thing on her mind.

Kate ran up the stairs to Faith's room, brushing off the four people downstairs asking what was wrong. Without knocking, she pushed open the door and her eyes landed on Faith head banging to loud music while facing the window. So loud that Faith didn't hear Kate enter. Determinedly Kate walked over to the volume control and turned it down. Faith turned and her heart pounded at the despairing look she was receiving.

"Kate?" She asked standing ready to comfort the blonde.

Kate took a few deep breaths to calm herself, hesitating to say the words she rushed from the restaurant to say. The date she told Faith she might have had eventuated and she had accepted. They went to a nice place for dinner but after hearing her co-worker go on about his family life, his education and his pets all she wanted was to have Faith sitting across from her and smiling at her in that sexy way she had. So she cut short the date and drove over to…

"I can't stop thinking about you," Kate rushed out before she completely lost her nerve. "I dream about you, I fantasise about you. Every time I see you, I wish I could kiss you and hold you and make love to you. I know I said I wouldn't mention it again, but I can't help it, Faith. I went out on a date tonight and all I could think about was how he couldn't compare to you. You are driving me crazy."

They locked eyes when Kate finished. The blonde was still taking deep breaths. Faith calmly walked over to the door and shut it before turning back to an anxious Kate.

"And you are telling me this because?" Faith asked casually.

"Because…" Kate couldn't tell her. Instead, she chose to stare at the Slayer.

"Because?" Faith prompted.

"I think I better go," Kate said when Faith didn't offer her own feelings. "I won't mention-"

Faith placed a finger on Kate's lips stopping her words. "Don't."

"Don't?" Kate asked resisting the temptation to take the warm finger in her mouth

"Don't go." Faith took the finger away and took a couple of steps away from Kate. "Why are you telling me this, Kate?"

"I can't pretend any longer, it is making me crazy spending all this time with you and having to hide my feelings."

"And?" Faith asked wanting more from Kate.

"And I was wondering if there might any chance at all, no matter how slim, that someday you might want to…be with me again. I know how you play, Faith, but I can't deny my feelings any longer. I've tried to get over you, but well, it hasn't worked." Faith laughed softly. "Are my words amusing you?" Kate demanded stung by the noise.

"No. No!" Faith closed the gap between them and took Kate by the waist. Chocolate eyes locked on Kate's and instantly she was relieved by what she saw there. "Last week I was going ask you about how you felt and then you go and tell me you are going out on a date."

"How I felt?" Kate echoed.

"About me, because for the last couple of weeks before that I was getting this vibe off you and I kinda liked the idea of being with you again. Only-"

"I ruined the moment." Kate smiled while her heart beat faster with anticipation and anxiousness. "So what are you saying, kiddo?"

"I've been dreaming about you too. Imagining things I shouldn't have when I was with others. You are hard to get over, you know that." Faith smiled and felt Kate move closer to her. "So, what I'm saying…."

Faith reached up and brought Kate's head to hers. They shared a smile before Faith brought their lips together.

"Oh my god!"

"Oh my."

They broke apart and looked at first Cordelia then Wesley staring at them with a mixture of surprise and horror.

"Whoops," Faith breathed out still smiling. She noticed Kate had wrapped her arms around her and squeezed the waist she held.

"Can someone explain what's going on?" Cordelia asked as Angel and Gunn also showed up in the doorway.

"I think it explains itself," Kate said not letting Cordelia's interruption stop her feeling on top of the world. She turned to Faith, "I think we should take this to my place."

"You've got that right," Faith agreed giving Angel a wink. "I want you all to myself."

"Wait a minute." Cordelia clearly couldn't grasp what was happening. "I saw you kissing."

"I think we already covered that, Cordy."

"Kissing. Angel, they were kissing." Cordelia turned to him for support. Angel shrugged.

"Damn and I missed it," Gunn said disappointed. They all turned their eyes on him.

"How long has this been going on?" Cordelia shook her head and faced the entwined couple again.

"That's none of your business." Kate gave Cordelia one of her best glares.

Faith looked from Cordelia to Kate. "And if you don't like it, bad luck, because there's going to be a lot more of it."

"There is?" Kate asked surprised.

"Well, I don't think only once is going to satisfy me, I was hoping if a more long term arrangement was possible." Faith lowered her voice so only Kate could hear exactly what she was saying.

"Hey, it's rude to whisper." Cordelia came as close as she dared.

"It's rude to interrupt, not to mention barging into my room," Faith growled. Cordelia took a couple of steps back. Faith turned back to Kate with an expectant look. "So?"

"You think you can drive me crazy then easily get rid of me. I don't think so, kiddo."

Faith reached up and put her lips next to Kate's ear. "Don't call me that and I'm yours."

They both felt a shiver of arousal from remembering the words Faith said so long ago. Kate turned her head and captured Faith in a quick kiss.

"Eww." Cordelia said followed by vomiting noises. The kiss was broken and the couple shared another smile after seeing the others averting their eyes, though Faith swore she saw Gunn peeking.

"We're leaving now," she announced and went to find some shoes. The reluctance with which Faith left Kate's arms reassured Kate that Faith was serious. There was time to talk about what they wanted later, now all she wanted to do was rediscover that sexy body under those clothes.

"What happened to Antony or were you two timing him?" Cordelia accused regaining her voice.

"Antony was a distraction," Faith said from behind the bed where she was looking for the other shoe to her pair. "And no, I wasn't cheating. God knows, Kate won't stand for that."

Faith reappeared and noticed a smile of approval approving smile radiating from the blonde. A wink was the reply she gave to her lover and she continued on to find a clean jacket.

"What about this sister thing you have going on?" Cordelia pressed ahead still trying to work out how this had been going on and she didn't even have a clue.

"Eww," Faith and Kate said in unison.

"It's never been like that," Faith explained putting her jacket on. "Yes, we're friends, but that came after the-" She stopped when she realised what she was going to say. "Time to go."

She grabbed Kate's hand and they walked by the stunned group. No one dared to attempt to stop them. When they got to the car Faith let out her laughter and Kate joined in after one look at the brunette.

"That was so funny," Faith stated the obvious once she calmed down. "I don't think I've ever seen Cordelia so panicked before and Wes, I thought he was going to faint."

"Angel didn't seem surprised." Kate had noted the lack of reaction from him, considering once she had flirted with him.

"I kind of have a confession to make," Faith said following Kate to her car and getting in.

"Yes?"

"I told him we had sex."

"Faith!"

"I know, but it was only a couple of weeks ago when I couldn't work out what was going on with you. I thought Angel might have a clue. Am I forgiven?" The eyebrows went up and down.

"Only if you never tell him or anyone else the details of our sex life."

"Our sex life. I like the sound of that." They kissed and broke apart when Kate turned on the engine before they ended up doing it in the car.

****************

"We're five by five, right?" Faith asked hesitantly when Kate shut her apartment door and shucked her jacket. "I mean we want to do this because we're driving each other crazy?"

"Why else would we be doing this?" Kate asked walking over and taking Faith's hands in hers.

"To recreate the magic of that night."

"I don't want to recreate I want to improve on it. We both know how good it was, but I know it has to get better. Practice makes perfect."

"So, you remember what we did…all we did?" Faith asked huskily.

"Every moment of it." Kate's eyes never wavered from the chocolate ones.

"You weren't drunk?"

"I wasn't sober, but I do know I was in full control of my functioning."

"I always thought you knew what we did, but couldn't remember any of the details."

"How much do you remember?" Kate led them into her bedroom and sat them down on her bed.

"You, me and lots of sex."

"It was a lot, wasn't it?" Kate asked letting Faith let go of her hands so she could support her body on the bed.

"Remember that bit where I found your vibrator?"

Faith felt herself tackled onto the bed and looked up at the grinning face. Their lips found each other while Kate managed to mumble out 'I remember.'

Their first time had started out slowly. Moving more sluggish because of the alcohol, Kate had let Faith take over the seduction. A role she seemed to relish.

"How do you want it?" She asked stripping them of their clothes. "Fast and hard? Slow and long?"

Kate moaned at the words knowing Faith meant every word. She allowed the brunette to crush her to the bed with her body, trapping her between the cold sheets and fiery body above her. Kisses landed hard against her lips and neck. She was so ready for this.

"That's it, Kate," Faith said feeling the blonde start to move under her. "I'm going to make you feel so hot."

Sensing Kate needed to let go soon, Faith quickly slipped her hand in the wetness, plunging two fingers in the warm channel.

"You're so wet," Faith breathed in her ear while settling into a fast rhythm.

The response was a low moan and blood rushing down to both their lower regions. Faith kept up a brutal pace with both her fingers and her tongue invading the hot mouth. Moans were coming regularly from Kate's mouth.

"More…more…yes…."

"Like this?" Faith asked adding another finger to the pumping.

Her mouth deserted the swollen lips of the blonde and headed for an erect nipple. Latching onto the sensitive point she swirled her tongue around it then gently bit down. A moan louder than the rest was wretched from Kate's mouth and she came. Faith continued the pumping, prolonging the pleasure.

"Is that what you wanted?" Faith asked when Kate opened her eyes. She hadn't stopped only slowed down. Kate's walls were still contracting.

"The night's not over yet," Kate said lifting her hips in time with Faith's movements. "I'll answer that when I'm satisfied."

"Demanding thing, aren't you?" The thrusting increased for a couple of minutes before it slowed again.

"Can you handle it?" Kate asked having to concentrate on even getting the words out.

"Stupid question."

Fingers enclosed in Kate's tunnel found her G-spot and started stroking. So turned on by the action Kate came again much to her own surprise. Faith was playing her like they'd been doing this for years. Sighing, she relaxed after the orgasm subsided until a finger at her mouth caused her to open her eyes.

"Open."

She did and Faith slipped a wet finger in her mouth. She tasted herself. The finger disappeared for a short time before it touched her tongue again. A different taste this time. Kate grabbed the wrist and held it there while she gave the finger a thorough going over with her tongue and teeth.

"You like that, huh? Want some more?" Faith grinned at her loving the reactions Kate was showing her.

"Less talk, more action." Kate returned the grin.

"You don't want to hear how I'm going to make you scream and beg and plead for me to give what you want. How my tongue is going to slide up and down…in and out. How I'm going to let you make me come with nothing but that talented tongue of yours. How I'm going to take your clit in my mouth and suck on it…hard, then ram my tongue up you. How I'm going to wear you out so much you'll be walking funny tomorrow."

"Faith," Kate moaned and worked a hand between them wanting to touch the body above her.

"That's it."

Faith gave her another smile before turning her body around and lowering her head to the have her first taste of Kate. She moaned with delight, this was something which she was going to enjoy. She gave the lips a couple of licks before placing her ass over Kate's head. The blonde hesitated for a few moments before bringing her hands to the smooth cheeks and flicking out her tongue to get another taste of the Slayer.

It wasn't a race. Faith dictated the pace and Kate imitated what the brunette was doing. In the end it was Kate that came first but she kept up her attack on Faith, making her come a few minutes later.

As Faith was turning around something caught her eye. She leaned over and found a vibrator laying on a table. She deftly picked it up and waved it in front of Kate.

"Why, Kate Lockley, you little minx."

"Are you trying to tell me you aren't?" Kate wanted to feel embarrassed but it was way past that. She'd just sixty-nined the kid.

"Yeah, but I'm supposed to be, you on the other hand…"

"Are you going to you use it or talk to me all night?"

"No wonder I drove you crazy," Faith joked leaning on one elbow while her hand traced Kate's stomach. "Like I'm doing right now."

Kate's body was starting to squirm and there was no use in her denying it. She enjoyed the sensation, amazed Faith was back in her bed. There was an urge to pinch herself to make sure she wasn't hallucinating.

"I wasn't the only one."

"Ain't that the truth," Faith breathed out leaning down for a slow kiss. "So, we're gonna do something about it right now."

"I'm down with that," Kate answered taking Faith in her arms.

"Down with that? I didn't know you spoke like that."

"Because I'm a few years older than you? Please, Faith, I'm not that much older."

"I know, but you always seem to make a point of it."

"It bothered me before, but it doesn't now."

"What's changed?"

"I realised that though you still may be young, in your life you've already been forced to think like a adult. And one of your most important actions, confessing and taking responsibility for your crimes, was about as adult as you can get. I guess I was uncomfortable."

"Not any more?" Faith switched patterns that she was tracing on the body next to her.

"No." Kate cupped Faith's chin and pulled her in for a gentle kiss. "Can't get much more comfortable than this."

"I can show you some ways," Faith leered and pulled her in for another kiss.

"This time, no talking," Kate warned.

"Come on, Kate. Admit it, it turns you on."

Faith's lips attached themselves to one of Kate's fingers and sucked. The blonde's response died on her lips while she watched her finger disappear into the warm mouth. Faith switched fingers and didn't stop until every one of them had been in her mouth. Kate didn't think someone sucking her fingers could be such a turn on, but this was no ordinary lover in her bed.

"I will admit nothing," she finally panted.

"You mean, the thought of me using the same technique on your clit doesn't get you juiced?" Faith smirked as the comment had an obvious effect. "Or how about how much I'm going to love feeling your fingers grab my ass to keep me pressed up against you."

"Shut up," Kate said frustrated. She'd been waiting weeks for this and Faith's talking was delaying them.

Faith gave her another smirk feeling at ease. Unlike all her other encounters of the past several weeks, here there was no pressure. Kate may be impatient, but they had time to take it slow. This wasn't about getting off and getting out of there.

"In my own time, baby."

For the next half hour Faith teased and tormented Kate with the lack of progress. It took them that long to divest themselves completely of clothes. Along the way, Kate had turned the tables, making Faith's nipples ache for her touch but never quite delivering the relief. When Kate eased the last of Faith's clothes off, they were more than ready.

The first contact of their skin had a familiarity to it. Eyes gazed at each other as they re-established the connection they made their first time. Like coming home, Kate thought extending her arms around Faith's back. All movement stilled while they fed off the emotions mirrored in their eyes.

"Kate," Faith whispered rocked by the intensity of her feelings. The response was a gentle grin.

In a slow motion, Faith bent down and touched Kate's lips in a chaste kiss. Impatiently Kate stuck out her tongue inviting more contact. This simple action had Faith more aroused than in her entire life. Why did she ever go after something else when she could have had this for the last few weeks? Fingers gently pinched her nipples. Breaking contact with the lips beneath her, she saw a mischievous smile on Kate.

"Going to let me in on the joke?"

"No."

Kate drove her tongue in Faith's open mouth stopping any more words coming out. Her fingers continued to work on the sensitive tips. It was having the desired effect as Faith leaned further in encouraging the touch. A hand left her nipple but Faith was too busy to notice where it had gone.

Rolling them over and taking control, Kate kept up the contact with Faith's lips and nipple.

"Oh," Faith groaned out when she felt a hard presence between her legs. It disappeared before sliding over her lips. Kate's vibrator, she guessed. "Kinky."

"So you like?" Kate asked still sliding it across the lips catching Faith's clit on every stroke.

"Wicked co-" Faith groaned when the shaft probed her entrance. Her hips thrust out to meet it and Kate helped her take it in.

"Hard and fast? Slow and long?" Kate asked wondering if the words had the same effect for Faith as they had for her.

"Slow," Faith moaned barely forming the word. There wasn't a time where she could remember being this out of control. "What are you doing to me?"

Kate laughed and started a rhythm of long strokes feeling Faith gripping the shaft every time she pulled out. This was a first for her and she revelled in the feeling of watching Faith working the dildo in and out of her. The feeling of wanting to be in there washed over her so she pulled it out and immediately pumped her fingers into the warm liquid. Faith reacted to the swift change with an orgasm causing Kate to almost go over too. She held on and rode Faith's orgasm out with her.

Faith slowed down and quickly recovered the discarded vibrator. She found Kate's waiting lips and without difficulty worked into her. It didn't take long for Kate to give in to the pleasure. They caught their breath for a few minutes before continuing.

"I think we broke our record." Faith said glancing at the clock. It was three hours into Saturday and she was ready to go to sleep. Wrapped in Kate's arms.

"Hmm."

"Not that I was timing, but I think we clocked about 40 minutes more than last time."

"Are you sure?" Kate asked also taking a glance at the clock.

"Hell yeah."

"I'll never say anything bad about your Slayer powers, again."

"Again?" Faith asked smiling.

"Never mind." Kate studied Faith's happy face. "You seem different than before."

"Before what?"

"After last time. And after I know you had sex with others."

"I have another confession," Faith smiled. "Sex hasn't been the same since I was last with you. There was always something missing. But now, I realise that missing ingredient was you."

"Me?"

"You get me hotter than I've ever been in my life."

"Driving you crazy?" Kate smirked.

"Wicked insane." Faith leaned over and gave Kate a gentle kiss. "We're going do this again sometime soon, right?"

"Maybe even later today," Kate answered smiling. "But, Faith?"

"Yeah, Kate?"

"If we keep breaking our records, we could eventually end up in a 24 hour marathon."

"And that's bad? Besides we only have 19 hours to go."

END

End Notes: The title comes from the lyrics to 'The Lover After Me' by Savage Garden, which I had playing while writing this.