Rating: NC17

Pairing: Buffy/Faith

Disclaimer: I don't own these characters, nor do I make any money from writing about them.

Summary: Leave it to Buffy and Faith to turn a friendly road trip into a backseat sexathon.

Notes: Inspired by the song "Passenger" by the Deftones.

Buffy looked on as Faith pushed another duffel bag in the trunk of Xander's newly purchased car, having to smush down several other bags and sleeping bags to make room. Xander had tried his best to fit all of their stuff but that last bag required a little bit of slayer oomph. Neither she nor Faith were used to loading up this much stuff for the Council-related road trips Giles sent them on, but then again, it was usually only the two of them.

Xander and Willow were a last minute addition to this trip and that was only because Faith's jeep was in the shop. There was no way Xander was letting them drive across five states in his brand spanking new man-mobile; he said that just the thought of Faith behind the wheel of his baby had him sweating bullets and that imagining Buffy in the driver seat made him die a little bit on the inside.

Buffy had no idea why he was so terrified; she was an excellent driver! The state of Ohio had even given her license back just four weeks ago which proved her point entirely. It was on a probationary basis, of course, but really, what did that matter?

Still, Xander had insisted on coming along so that he could drive, and then Willow had insisted on coming along to be his navigator and supply snack-based sustenance.

Despite the change from her usual slayer-related trips with Faith, Buffy was excited and looking forward to having her best friends tagging along. Giles told them that they could even take a couple of extra days to get to their destination and back if they'd like, so they'd penciled in a few detours along their route to have some fun. She'd been planning and making lists of things they'd need for a day and a half now, hence the over-stuffed trunk.

Faith had told nearly everyone in the house that she was convinced that Buffy had purposefully sabotaged the transmission on her jeep just so that this exact opportunity would arise. Despite her grumbling, though, Buffy could tell that Faith was excited too. Road trips with friends were always a good time, and even though Faith wouldn't be driving, per say, they still had a few fun things planned that even Faith would enjoy.

One of those few fun things involved a brewery tour in Chicago that Faith had been dying to do to for the last year.

Oh yeah, Buffy knew she was gonna get lucky for that one.

Grinning to herself as she tapped her pen against the pad she was holding, she suddenly realized that she and Faith would have to actually behave on this trip since they wouldn't be alone. That meant no turn-offs on abandoned roads or at empty rest-stops for a bit of cramped but fun backseat lovin'. Instead of letting that thought ruin her good mood, she shook her frown away and smiled again.

They'd be staying in a few hotels along the way and back; she'd just have to make sure they got a room separate from Willow and Xander.

Preferably on opposite ends of the hotel.

She was sure they'd appreciate not having to listen to the Buffy and Faith Sex Smorgasbord all night long. In fact, it was why their room at home had several durable sound-blocking spells on it, thanks to an aurally-traumatized Willow (and Kennedy).

"That it, B?" Faith asked as she approached Buffy, wiping her hands on the back of her jeans. "Sure ya don't wanna throw in the kitchen sink?"

"Hmm. Do you think we have room for it?" she asked, trying to hide her grin.

Faith closed the last bit of distance between them and wrapped her arms around Buffy's waist, playfully pinching and poking her sides until Buffy relented and stepped into Faith's arms. She rewarded Faith's hard work in packing the car with a series of soft kisses against her lips. Naturally, the kiss started to deepen but it didn't last long as someone cleared his throat behind them. They pulled away and looked over to see Xander grinning sheepishly at them.

"For the record, I'm not opposed to witnessing more smoochy happy moments. Life should be full of smoochy happy moments. I just don't want you to think I'm creepy one-eyed stalker guy, hence the throat-clearage."

"Hey, it don't bother me none," Faith said, keeping her arms around Buffy. "Ain't nothin' wrong with a little bit of voyeurism."

"Seriously?" Buffy asked, one side of her lips quirking up into a little smile.

"Fuck yeah! I'd watch the hell outta you."

Both Buffy and Xander laughed and Buffy said, "Well for what it's worth, I'd watch you too. But first? I'd like to watch you and Xander."

Faith raised an eyebrow and Xander nearly spluttered all over himself.

"That's seriously kinky, B."

"Clearly your brain is stuck in pervert-o mode," Buffy said, laughing. "What I meant was, I'd rather watch you two finish making sure the car is loaded."

She smiled sweetly and Xander sighed with relief. He quickly left them so that he couldn't get dragged into any more of their flirty games. Faith merely gave Buffy a quick growl and a peck on the cheek before heading back over to the car to do what she'd asked. Buffy watched with a smile and finished crossing all of the items off of her to-do list.

When Willow joined them in the driveway with her pillow and a few folded maps, they were finally ready to hit the road. Willow hopped into the back seat with Buffy while Faith sat in the front with Xander, agreeing that they'd switch things up every time they hit a rest stop.

The first day of travel went on without a hitch. Between Faith's growing familiarity of the interstates and highways and Willow's handy maps, they got to the hotel they were booked at in Chicago in record time. They even had time to get a late dinner and drinks at a great little place just outside the city limits. There was dancing and fun, but not too much fun because Faith wanted to be in tip-top condition for their brewery tour the next morning.

She'd even had the nerve to cut their bedroom activities short because she wanted to be well-rested. If Buffy had seen Faith's excitement as anything but adorable, that may have offended her. As it stood though, she merely climbed into bed with Faith, snuggled up, and borrowed her MP3 player so that she'd have something to do while Faith was sleeping soundly with visions of frosty beer mugs dancing in her head.

She couldn't believe how much of a night person she'd become over the last year or two. Gone were the days of going to bed at ten and waking up at the crack of dawn. They'd definitely switched over to Faith's schedule of a two a.m. bedtime and rising whenever the hell they could make it out of bed. Not that she was complaining. She loved her late nights with Faith.

Especially when they involved lots of hot, naked sex.

The brewery tour the next morning seemed to go on for hours. Faith and Xander were in Hops 'n Barley heaven while Buffy and Willow trailed behind them, trying to entertain themselves. Neither of them were exactly dedicated beer girls and even if they had been, the brewing process just didn't interest them much.

And honestly, Buffy knew it didn't interest Faith either. What interested Faith was the plethora of free samples she'd been enjoying along the way.

Needless to say, neither Faith nor Xander were in great condition when they walked out of there in the late afternoon. Both Buffy and Willow had offered to drive but Xander hid the keys to his car in his underwear and refused to give them up. So the keys stayed in his pants and they found another restaurant to eat at. Willow, Buffy and Faith polished off a bottle of wine but Xander stuck to Pepsi, wanting to sober up so that they could get back on the road and to their next destination in time.

They were back on the highway before dusk fell, chasing the sunset across the sky. Buffy and Faith were in the backseat together, playfully nudging and groping each other while Willow and Xander chattered on, completely unaware. Driving with just one eye meant Xander had to keep focused on the road at all times and Willow was perfectly content just staring out the window at the beautiful scenery.

It was so beautiful, in fact, that she suggested they skip the hotel and sleep beneath the night stars. They had extra blankets shoved in the trunk somewhere and the highway was virtually deserted so they could just pull off a few yards from the road and no one would even notice them.

It didn't take much to convince Xander; while he wasn't keen on sleeping in the middle of some field, he was happy to snuggle in behind the steering wheel if it meant he got to spend the night with his best friends underneath the beautiful, smog-free sky. Buffy and Faith were a little bit more difficult to convince - they'd really been looking forward to the privacy of their hotel room, especially after all of the covert groping - but seeing as that there was still a few more days left on their road trip, they figured that one night in the nice and spacious back seat wasn't too bad a deal.

They found a decidedly picturesque field just off the highway and Willow insisted that it was the perfect place to stop for the night. She practically jumped out of the car before it even came to a full stop and started exploring, looking for the perfect place to set up the sleeping bags before they lost the last of the sunlight. The area around the car was nice and flat and, most importantly, it was near the car which was Xander's only prerequisite. No way was he letting his baby out of his sight.

He opened up the trunk and Willow set to fetching the sleeping bags she'd made Xander pack. Somehow they'd forgotten one though and were stuck with only three bags to pass out amongst the four of them.

"Don't sweat it, guys. Me and B will share one," Faith offered.

Both Willow and Xander raised their eyebrows and looked at each other, then back to Faith.

"If we stick the two of you in that thing together, bad things will happen. Bad, unwholesome, but awesome things," Xander said, making Willow laugh and Buffy try to suppress her knowing smile. "There's a simple solution: ladies get the bags."

"Aww, you're gonna sleep on the ground, Xander?" Willow asked.

"If by 'on the ground' you mean on the luxurious front seat of my shiny new car, then yes. I'm sleeping on the ground."

"Wait, why does Xander get to sleep in the car?" Buffy asked. "I want to sleep in the car where there are no bugs or nature gods that might get pissed at me for sleeping on a snail and implant his babies in my ear canal."

Both Xander and Faith looked at Buffy with wide eyes while Willow tried to smooth the situation over.

"Buffy, you have nothing to worry about. Nature gods impregnate humans the old-fashioned way. Your ears are safe!" she said with a nod.

Then all three of them were looking at her with wide eyes and Faith was shaking her head vigorously.

"Nuh-uh. Fuck that. Fuck that right to hell," Faith said. "I'm sleepin' in the car and I'm locking the doors nice and tight. I ain't havin' no damn nature-babies."

She bent down and scooped up the blue sleeping bag in her arms before making her way back to the car in the quickly fading light.

"Faith!" Willow called out and frowned when Faith flipped her off without looking back. "There aren't even any nature gods present here. I'd feel them if there were." She turned to where Buffy had been standing a moment before and was surprised to find the space empty. Turning, she saw Buffy sneaking toward the car and a quickly retreating Faith. "Buffy!"

"Sorry, Wills. I'd prefer the nature-babies to mosquitoes snacking away on me and june bugs getting tangled up in my hair," she said, ducking under Faith's waiting arm to slip into the back seat first.

"Hey, even mosquitoes have to eat!" she lamely pointed out and looked to Xander for some backup, but he too was nowhere to be found. He was busy running after Buffy with a green sleeping bag under his arm. "Xander!"

"You're on your own, Will. Plenty of room in the front seat if you want to change your mind."

"I'd rather sleep with the mosquitoes, you take-backers!" she called out with fake annoyance.

Buffy, Faith and Xander watched from the car as she took a few minutes setting up the sleeping bag and getting into it, huffing with annoyance the whole time. She kept randomly slapping at her arms and legs, trying her best to fend off the invading mosquitoes. They'd half expected her to join them in the car but Willow was stubborn if anything and determined to make it through the night under the stars.

While she was busy gazing at the stars and fighting off the flying blood-suckers, Faith fired up her Nintendo DS in the bug-free car and Buffy and Xander helped her play some puzzle games, laughing and basking in the small comfort of modern technology.

Two hours and many games later, Xander was snoring away in the front seat of the car, his back pressed against the driver side door and his feet resting comfortably across the front seat. He had a rolled-up sweatshirt wedged behind his head and seemed completely content despite the awkward position.

Faith was in the same position he was but on the opposite side of the car. One of her legs was straight along the back seat and the other was hanging off onto the floor, giving Buffy room to lay between her legs with her back against Faith's chest. Buffy could tell that Faith was sleeping by the steady rise and fall of her chest and by the soft breaths blowing on her ear.

To be honest, those soft breaths were kind of getting her worked up, but she fought the feeling that was building up inside of her and instead reached into Faith's backpack, fishing around for her MP3 player. When she found it, she quickly unwound the earphones from around it and hit the power button, needing some kind of distraction and fast. She popped the earbuds into her ears and rested back, trying her best to wind herself down.

There was no way she'd ever sleep if she couldn't relax.

She flicked through the songs, hoping to find one that would do the job. Some Moby, something mild, even some country music; anything that would relax her. But as she clicked the 'next' button again and again, she quickly realized the kind of music that Faith listened to wasn't going to do it.

Nine Inch Nails? Nine miles of sexy. Marilyn Manson? Scary, but sexy. Rob Zombie? Brain-eatingly sexy. A Perfect Circle? Perfectly sexy.

She knew that there was a simple solution to her problem. She could sit across from Faith instead of against her, or she could even go out and risk it all with the nature gods. The thing was, though, that she didn't want to. She liked resting up against Faith. Liked the warm breath against her neck and ear. Liked the feel of soft breasts pushing against her back. Liked the hand that had found its way back around her and slid up under her shirt and against her warm stomach when she'd settled back down.

And when one of Faith's favorite songs started to play, Passenger by the Deftones, she knew that she wasn't going to move. That she wasn't going to sleep. That there was something she needed and it was resting right behind her with its hand halfway up her shirt.

Smiling to herself, she put her hand over Faith's under her shirt and slowly slid it up, enjoying the feel of Faith's soft hand against her skin. She bit her lower lip as she moved that hand so that it was cupping one of her bra-covered breasts. Her nipple instantly hardened and she used her fingers to make Faith's hand squeeze a little. Sighing quietly, she closed her eyes and pressed her thighs together, trying to get a bit of relief. She started to caress Faith's jean-covered thigh with her free hand, making sure to rub her thumb lower and lower every time.

"Mmm," she heard a sleepy mumble from behind her. Just the small vibration sent a chill down her spine and directly to her pussy which was quickly growing wetter with every passing second.

Buffy pushed herself up a little bit so that she could turn her head and look over her shoulder at Faith. Faith sniffled once or twice as her body started to wake slowly and Buffy couldn't help herself any longer. Taking a peek over the seat to make sure Xander was still sleeping, she turned back to Faith and started to brush her lips over Faith's cheek and the corner of her mouth, kissing her soft and slow.

Before she knew it, Faith was sleepily participating, exhaling softly against her face as Buffy tried to deepen the kiss.

"Mmm, B," Faith whispered, pulling back a little. Buffy's lips persisted though and Faith had to speak between kisses. "What's goin' on?"

"I want you," Buffy said, breathing into Faith's slightly parted lips. She removed her hand from atop Faith's under her shirt and lifted it up to Faith's cheek, drawing the girl back against her so they were kissing again.

Faith once again started participating in the kiss as her body continued waking - and charging up. She moaned softly against Buffy's lips when she realized where her hand was and gently squeezed Buffy's breast, earning a soft gasp from the girl.

One of the earbuds fell from Buffy's ear and Faith pulled back just long enough for it to fall between them.

"Whatcha listenin' to, B?" she asked as her other hand snuck around Buffy's waist to feel the warm skin of her stomach.

"Deftones," Buffy replied breathlessly, tilting her head to the side to give Faith better access to her neck. She could feel Faith's smile against her skin.

"Passenger?" Faith asked.

"Yeah."

"Yunno what that song's about?"

"Maybe you should tell me," Buffy said coyly, possibly too distracted by Faith's fingers messing with the button on her jeans to answer properly.

"It's about fucking in a car," Faith whispered, stealing a glance in the rearview mirror to see if Xander was still sleeping. He was.

"Is it?" Buffy asked, her breath quivering when she felt the button finally pop open, followed by her zipper slipping down agonizingly slow.

"Yeah."

Faith's lips were back on her neck, kissing and sucking as her left hand slipped under the silky material of Buffy's bra and started playing with her nipple.

"Oh yeah," Buffy whispered, closing her eyes and sighing.

"Do you need me to fuck you, B?" Faith asked as her fingers started rubbing Buffy over her damp panties. Her voice was barely a whisper and Buffy almost had to strain to hear it. She knew just where to touch and just where to tease, and when she pressed down on just the right spot, Buffy's back arched and she hissed quietly.

"Please," Buffy quietly pleaded, and that was all that Faith needed.

"Then you're gonna have to keep quiet, princess," Faith said as her fingers found the top of Buffy's panties and slid underneath, instantly coming into contact with her hot, wet flesh.

Buffy made a noise in the back of her throat that barely sounded human when Faith's fingers found her clit and pressed down against it. They both froze and looked over the front seat, relieved to see Xander still soundly asleep. Knowing that they had to make this quick - or a lot quicker than usual - Faith began sliding over Buffy's hard little clit, her fingers coated in her arousal.

Buffy wanted to be naked; wanted to feel her skin against Faith's and hear those clicky wet noises that both embarrassed and turned her on at the same time. Faith's hand continued to move within the confines of her panties though and Buffy quickly forgot about wanting to be naked and fucking Faith at the same time. Her body was tense and she could feel the muscles in her stomach tightening more and more the harder and faster Faith rubbed.

Just when she thought she might lose it; that her head might come right off her body, Faith slid her fingers down her slit and slipped two inside her clenching hole, keeping her palm pressed tight against Buffy's clit. Buffy opened her mouth, about to scream, when Faith's other hand slid up from under her shirt and covered her mouth tightly. Buffy moaned against it, squeezing her eyes shut tightly as she came hard against Faith's hand. Faith slipped the bottom joint of her middle finger between Buffy's lips, giving her something to bite down on.

She always knew exactly what Buffy needed.

It took Buffy several minutes to come down from her orgasm and when she did, Faith was kissing along her neck and shoulder, nudging her skin with her nose. Buffy kissed Faiths finger and Faith slipped her hand away from Buffy's mouth, knowing that it was finally safe.

"You're so fucking sexy," Faith whispered. She slid her hand from Buffy's pants, making the girl shudder, and moved both of her hands to the hem of Buffy's top.

"You're not so bad yourself," Buffy panted quietly. She peeked over the front seat and saw that Xander had shifted in his sleep but that he was still asleep. When she rested back fully against Faith and closed her eyes, a huge smile spread across her lips when she felt her shirt slowly being lifted up. "What are you doing?" she whispered.

"Taking your shirt off," Faith whispered back. "I need more of you, B. Need you against me. Need to be inside of you."

"Faith," Buffy whispered, getting more turned on by Faith's words.

"Sit up."

Buffy did as she was told and let Faith push her shirt up and over her head. She'd have felt self-conscious if she hadn't been so turned on, but as it stood, everything else melted away in her mind but the two of them.

She felt Faith move around behind her and the shuffle over to the other side of the long bench seat. The next thing she knew, Faith grabbed her hips and pulled her on her lap so that she was straddling her thighs. They came face to face and Faith's lips were on her again, kissing them quick and hard. She could feel the material of Faith's cotton t-shirt against her skin and she furrowed her eyebrows as they kissed.

"Off," she mumbled, pressing her palms against Faith's abdomen and lifting the shirt up with them. Faith got the idea and sat forward just long enough to rip the shirt off over her head. "Better."

"Wish I could get you naked," Faith said. She ran her hands along the underside of Buffy's thighs and pulled her even closer.

"We're already taking enough risks here," Buffy replied. "But . . . I needed you. I need you."

"Need you too, so much," Faith said against Buffy's lips as they began to kiss again. She maneuvered her hand so that it could slip down the front of Buffy's pants again and laughed as Buffy tried to shimmy her pants down over her hips a little. When her fingers finally met Buffy's soaked pussy, she slid two inside easily and swallowed down the soft exhale Buffy made in her mouth. "Ride my fingers, baby."

"Oh god," Buffy groaned quietly as Faith's fingers filled her again. She started up a slow rhythm, slowly lifting and sliding down again and again.

Faith's tongue was in her mouth and that was a good thing because Buffy was pretty sure she'd be screaming out if not for it. Buffy did her best to move on those exquisite fingers but she couldn't have the car bopping around all over the place. That normally wasn't an issue for them but they had a passenger with them in the car this time around and another just thirty feet away in the tall grass.

"Baby," Buffy whispered with frustration, needing more but unable to do that under their circumstances.

"I know," Faith said. "Hold on, B."

And just like that, Faith started to fuck her fingers hard and fast into Buffy's pussy, nearly making Buffy tip over from the unexpected movement. She placed the fingers of her other hand on Buffy's lower abdomen and used her thumb to stroke over her clit as her other fingers thrust in and out of Buffy.

"Oh, fuck," Buffy said, gripping tightly onto the seat behind Faith's shoulders.

Another orgasm began to tear through her and once again she had to fight the urge to scream out. Faith's tongue was in her mouth again though, muffling any sounds that were trying to escape. The car jerked once or twice as Buffy's hips thrust forward the last few times and then stilled completely.

Buffy panted as quietly as she could into the otherwise silent car, her forehead pressed against Faith's.

"Hey B?"

"Yeah?"

"That was wicked hot."

"You're telling me?"

Another minute passed before Faith spoke again. "B?"

"Yeah?"

"There's a seatbelt in my ass."

Buffy breathily laughed and took that as her sign to move. She shifted off of Faith and to her side and then decided to do up her pants. She was sticky, wet and thoroughly fucked and probably in desperate need of a shower but that'd have to wait until the morning. She handed Faith her t-shirt and then put on her own. By the time she was done fixing herself up, Faith was resting back in her sleeping position, waiting for Buffy to join her.

Buffy curled up against Faith again but not before stealing a few sweet kisses from her.

"Are you gonna be able to sleep now?" Buffy asked. She finally felt sleep herself but knew that Faith was probably so charged up right not having not had any release herself.

"I'll manage," Faith said quietly. "Just gonna think about all the head you're gonna give me once we get a room tomorrow night."

"Is that so?" Buffy whispered, laughing softly.

"Yup."

"I'll make sure to limber up my tongue then."

She lifted her head and smiled at Faith before kissing her long and deep, her thumb caressing her cheek. They kissed for a few minutes and when they finished, Faith rested her head back against the window and Buffy rested hers on Faith's chest.

"Thank god he stopped snoring," Faith said, indicating the front seat.

Buffy nodded, "Yeah, that was way distracting. Maybe now we can get some sleep."

They both giggled and it wasn't long before they fell asleep, completely content and a little bit less horny.

"Up and at'em!" Xander yelled, slamming the trunk hard enough to wake both of the sleeping slayers in the back seat.

They sleepily opened their eyes and began to stretch, wondering why the hell he was so chipper and why the hell Willow was frowning so badly in the front seat.

"Wills?" Buffy asked. When Willow turned around, both Buffy and Faith gasped when they saw that her face was covered with big red mosquito bites. "Your poor face!"

"It was the only part of me that was sticking out of the sleeping bag," Willow explained. "At least I didn't have to listen to Xander snoring the whole night though. I've never met a continuous snorer before him."

"Really?" Faith asked with one eyebrow raised. "Wasn't all that continuous last night."

"Well then he wasn't sleeping," Willow said. "Are you sure you're not too tired to drive, Xander?"

"Forget about Xander's snoring and tiredness," Buffy said, her bottom lip coming out in sympathy for Willow's poor face. "We need to get back on the highway and find a drugstore so we can get her some calamine lotion. Don't worry Willow, we'll fix you up."

"Thanks, Buffy," Willow said, resting her head back gingerly on the headrest.

Xander was smiling ear to ear as he started up the car, ready to head out for the day.

"Xander, the highway is just about a mile or two back the way we came," Buffy began. "If you double back and head west, we can catch it right at the junction where the last town was. If you see a drugstore, just pull in and I'll run inside."

"Got it, Buff," Xander said. "Gosh, I never knew you were such a backseat rider," he said, smirking.

Buffy's eyes widened and she stole a glance over at Faith who just shrugged. Maybe it was nothing?

"I think you mean backseat driver, Xander," Willow corrected.

Xander merely shook his head no and looked up at Buffy and Faith in the rearview mirror, still smiling hugely.

"Nope, nope. I have to disagree, Will. Buffy is definitely a backseat rider."

Willow thought about it for a moment and shrugged before resting her head against the cool glass window.

In the back seat, Buffy buried her face against Faith's arm and turned a bright shade of red.

It was going to be a long trip.