"I think this punishment far outweighs the crime," Faith complained.

"You consider this punishment?" Cordelia asked as she casually lifted her cashmere sweater over her head. Her back was toward Faith but she could practically hear the grin form on her face just then.

"Uh, maybe not this part so much, no," Faith replied.

Cordelia briefly met her gaze in the large mirror and Faith couldn't help but smile more. Despite all of the fuss Cordelia had put up about sharing a dressing room, she sure didn't seem to mind having company at the moment.

Faith watched as Cordelia pulled a sleeveless white dress on over her pants – God forbid she mess up her hair. Her bra was dark brown and lacy and looked absolutely perfect against her tanned skin. Faith briefly wondered if her panties matched the bra but shook the thought from her head before Cordelia could slap it out. Once the dress was in place, she shimmied out of said pants and adjusted the thin straps up top.

"A little help here?" Cordelia asked.

Faith immediately stood up and closed the small distance between them. Cordelia reached up and pulled her hair to the side, revealing her skin all the way from her neck down to where the dress zipper started at the small of her back. Faith met her gaze in the mirror for just a moment before she gripped the small metal zip and pulled it slowly up. Her gaze wandered over Cordelia's flawless and smooth tanned skin, wishing that the stupid dress wasn't covering up the rest of the good parts. When the zip was up as far as it would go, her eyes met Cordelia's once again in the mirror and she found that the girl was smirking at her.

"What?" Faith asked.

"I know your sexuality tends to waver like a metronome, but when exactly did it take such a wild turn toward lezbolicious?" Cordelia asked tongue-in-cheek.

"It was probably when I found out I was gonna get to see you in your underwear," Faith replied with a wink.

"Well who said I was going to let you see them?" Cordy asked.

It felt like a dare to Faith. Luckily for her, she'd been expecting it.

"Maybe since I'm lookin' at 'em right now?"

Cordelia frowned with confusion . . . and that's when she felt a slight draught. She looked down and, much to her surprise, Faith's fingers were on her hips and were clinging to the white dress that she'd sneakily shimmied up while they were talking. Rather thank freak out, she had to give Faith credit where credit was due.

"Nice touch," she replied to Faith's grinning reflection . "Now hands off the merchandise unless you're planning on buying it."

Faith chuckled and, after stealing one last glance at Cordelia's lacy brown panties, ever so gently lowered the tight-fitting dress back down to where it was supposed to be. "Don't think I can afford it," she said with a wink, then sat back down on the sofa and made herself comfortable.

Maybe she couldn't touch, but she could look. And boy oh boy was she going to look.

Cordelia checked herself out in the mirror, turning this way and that, ignoring Faith for the most part. Only when she needed the zipper down did Faith re-enter the picture. She behaved this time though, clearly not wanting to overstep the boundaries. Cordelia was mostly harmless but Faith didn't want to end up on her bad side. She was pretty sure that her eardrums couldn't take it.

"Your turn," Cordelia said as she slipped the white dress off and hung it up on a hanger. She pulled a strapless dress from another hanger and began to slip it on, not needing Faith's help this time. When she was done and the dress was suitably hugging her curves in all the right places, she spun around to find Faith still sitting on the sofa in her same clothes. "Earth to Faith."

"Sorry, was just enjoyin' the view," Faith grinned.

She stood up and looked down at the mound of clothes, then grabbed the first item from the top without giving it much thought. It was a clingy lilac-colored dress with a silver hoopy belt and silver hoops acting as the straps. Shrugging off her coat, she lifted up her shirt and nearly suffocated in it when she felt Cordelia stopping her arms.

"What the hell?" she mumbled with her shirt against her face.

"What kind of a person leaves the house without a bra on?" Cordelia asked, her voice louder than it should have been.

The girls in the next room over started laughing and Faith struggled to pull her shirt back down so that she could speak properly. Cordelia looked flush with embarrassment but whether it was from seeing Faith topless or from the girls laughing at them, Faith wasn't sure yet.

Faith shrugged in response to Cordelia like it was nothing. "It's laundry day. Geez, who knew you were such a prude, Cor."

"I'm not a prude. I can appreciate a nice rack when I see it. Mine, in fact, is an example of a magnificent rack of goodness." Cordelia quickly said. "I just prefer the naked chests I look at to have rippling muscles and, well . . . be on men."

"Well, you're just gonna have to suck it up, princess. If you want me to try on these clothes, you're gonna have to see the twins," Faith teased.

Cordelia thought about it for a moment before shaking her head. "Consider it your lucky day. You didn't want to try them on anyway, and it looks like you've gotten your stubborn way. If I didn't know better, I'd think you planned this."

Faith scoffed. "If I was that good, I woulda planned it so that you were the one not wearing the bra."

Cordelia chuckled and shook her head, then put her hand on Faith's chest and pushed her back onto the sofa. "Sit. Behave. Just because you can't try anything on doesn't mean we're done for today."

"Totally ready and willing to be your zip-girl, Queen C," Faith replied, resting back comfortably despite the hanger poking her butt.

It was a slight discomfort she could totally deal with when faced with the perks of being in a changing room with an only partially dressed Cordelia.

Nearly and hour of outfit changing passed and Cordelia was finally nearing the bottom of her pile of clothing. Faith was getting a little bit bored – the last few outfits had been pretty conservative and completely lacking zippers – but she knew that the best was yet to come. She held her breath when Cordelia picked up the very last item from the bottom of the pile and frowned when she looked at it.

It was the skimpy black dress that Faith had added to the pile earlier.

"I don't remember picking this out," Cordelia said.

"I took the liberty of adding it to the pile," Faith replied. "Since you were gonna pick out stuff for me, I figured I should do the same for you. I hear it's the considerate thing to do."

"How very kind," Cordelia said dryly. "You do realize that this is only a half a dress though, right? Either that or it's for a Barbie doll. In fact, I'm pretty sure this dress is illegal to wear in at least seven states."

"Those states suck anyway. Now come on, try it on." Faith sat forward anxiously, rubbing her hands together in anticipation.

"I don't think so," Cordelia said distastefully. "If there's one thing Cordelia Chase has, it's class, and there is nothing classy about this dress."

"Guess we're both doing things today that we never usually do, huh," Faith said. "I'm not a shopper yet here I am, being your pack mule and watching as you spin and twirl and try on outfit after fricken outfit."

"Like you're not enjoying it," Cordelia said, narrowing her eyes.

"Never said I wasn't," Faith said slowly, her voice a little lower than it had been a moment ago. Standing up and slowly approaching the girl, she stopped only when she was about a foot away. She reached for the pile, her arm brushing softly over Cordelia's as she did so, and pulled the garment off the hanger so that she could hand it to her. "And you never know if you might like this until you try it."

Cordelia narrowed her eyes a little more and held Faith's gaze. After a few moments, she relented with a quiet sigh and took the dress from Faith's hands.

"I don't even know how I'm gonna get this thing on," she complained quietly as she turned the dress around again and again.

"Allow me," Faith said. She took the dress from Cordelia who was standing in just her matching bra and panties.

Cordelia looked momentarily wary but she couldn't take her eyes off of Faith's. She'd never felt someone look at her so intensely and it made her feel even more naked than she already was. She shook it off though and didn't back down in the least bit. She was Cordelia Chase and she spent more time than was necessary making sure she looked flawless every day.

It only seemed natural that she should flaunt her assets to whoever was worthy of a peek.

The only question was, when did she suddenly find Faith worthy?

"Lift up your arms," Faith said.

Cordelia nearly kicked herself when she found that she was giving in so easily but she let it go and held her arms up. She could tell that Faith wanted to smile in victory but instead Faith kept her cool and looked into Cordelia's eyes for just another moment before letting her eyes roam casually over her body.

"Are you just going to ogle me or am I trying on this dress?" Cordelia asked playfully, her eyebrows raised.

"I'm gettin' there, I'm gettin' there," Faith replied. "Just taking time to appreciate the scenery." She took in a deep breath and seemed to drink in every last ounce of Cordelia's skin before she finally arranged the dress in her hands so that she could slip it over Cordelia's perfectly coiffed hair.

Instead of getting right to it, she ran her hands up the outside of Cordelia's arms slowly, relishing how soft her skin was. Cordelia didn't seem to mind it, so when Faith slipped the dress over her arms and began to slowly pull it down, she took her time in sliding her hands over Cordelia's arms as she went, then down her sides. She managed to avoid messing up Cordy's hair and didn't put her makeup in jeopardy either.

If she'd been paying attention to Cordelia's face, she would have seen an impressed look cross it for a moment. She hadn't been paying attention though and instead could only stare at the skin before her as her hands slid over it, pulling the dress down over every dip and curve.

Her fingers spread out when she reached Cordelia's hips and Faith had to fight the urge to squeeze as her palms brushed over them. It wasn't the time. Yet.

When the hem of the dress was down as far as it was going to go, Faith found her hands resting precariously on the outside of Cordelia's upper thighs. They were smooth and soft like the rest of her and Faith's hands lingered a bit longer there than they had elsewhere. She squatted down enough so that she could see the hem and moved her hands over it, making sure it was perfectly straight.

When she was done with it, it was probably the only perfectly straight thing left in the room.

"I think that's good," Cordelia said, her voice unusually soft and low.

This, she wasn't used to. Her suitors were usually fumbly high school boys who had only one destination on their mind. But Faith was different. She was taking her time, enjoying every inch of the journey. Taking in every inch of the perfectly sculpted scenery. Appreciating everything that made up the beauty that was Cordelia Chase.

"It's perfect," Faith practically purred. Her hands slid around the back of Cordelia's thighs just under her butt and, unable to resist any longer, her fingers finally flexed and squeezed softly. When she stood up so that they were practically pressed together, her hands were still on the back of Cordy's thighs. They slid up just enough so that they were covering her pert backside and Faith squeezed again.

A soft gasp left Cordelia's throat, then another when said hands on her butt pulled her just that last centimeter closer and Faith's thigh nudged between hers.

"Feels like the perfect fit to me," Faith purred.

When she began to lean forward just the tiniest bit, Cordelia turned her head to the side just enough so that Faith's lips just missed hers.

"I'm pretty sure this product isn't for sale," Cordelia said, finding it difficult to find her voice.

"I don't wanna buy it," Faith mumbled, her nose nudging the spot just below Cordelia's ear before her lips made contact with it. "I just wanna try it on. That's what we're here for, aren't we?"

Her breath was warm and moist against Cordelia's skin but not as warm and moist as Cordelia was starting to feel in other places not to be mentioned.

"I think you're misunderstanding the definition of 'shopping trip' just a little bit," Cordelia said, her breath shaky and her eyes closed. This felt good. Too good. It had to stop. She'd stop it any minute now.

Annnnny minute now.

Faith was slowly kissing along Cordelia's neck and jaw now, her hands moving unhurriedly on her hips, butt, and thighs. It was only when those hands slipped under the hem of the dress and started to push it up that Cordelia received her wake-up call.

"Whoa, whoa, whoa, bub," Cordelia said, moving her hands to Faith's shoulders to push her back a little. When Faith stopped kissing and looked up at her, Cordelia was surprised to see how dark and full of want Faith's eyes looked. "Let's not get carried away with the appreciation. You're an attractive girl, Faith, there's no denying that. In fact, you might even pass for hot. But the fact remains that, as much as I'm enjoying said appreciation, I don't do girls."

Faith shrugged like it was nothing. "So don't do one then."

"What?" Cordelia's confusion was evident.

"So don't do one then," Faith repeated slowly. Before Cordelia could protest, she spun the girl around so that Cordelia was facing away from her but pressed against Faith's chest. Cordelia looked at Faith's face in the mirror, flushed but still puzzled. "I haven't asked you to touch me yet and I ain't gonna. All you have to do is close your eyes . . ."

She was cut off by a soft gasp when she slipped one boot between Cordelia's feet and nudged her ankle until Cordelia slipped a little and her legs spread.

Cordelia reached out and put her hands on the mirror in front of her to catch her balance. She saw Faith grin and she knew that she was in trouble.

". . . hold on, and ignore the fact that the person fucking you has a pair of tits just as nice as yours."

"Faith," Cordelia began but instantly stopped when she felt a hand cup her pussy from behind.

"Just tell me you don't want this right here, right now, and I'll stop," Faith said, her eyes locked on Cordelia's in the mirror. When she used two fingers to press down over the lacy material of her panties, Cordelia's mouth dropped open.

"You better not," she replied breathlessly.

And that was all of the go-ahead that Faith needed. She slipped the lacy panties to the side and coated her fingers in Cordelia's wetness. When Cordelia's eyes fluttered shut, Faith slid her fingers through her wetness and sought out her clit, pressing down on it nice and hard, then teasingly soft.

There was no one else in the changing rooms now except for the two of them and that was a good thing because Cordelia couldn't seem to get her breathing under control. This was lascivious and risky and all kinds of wrong. But, GOD, did it feel so right. She'd never felt this excited before and she wasn't sure if it was because of Faith, the position they were in, or the fact that someone could walk into the changing rooms to check on them at any moment.

The last thing she needed was to have a reputation as the girl who got it from behind by another chick in the dressing room at Francie's Boutique.

Amazingly, that was the last thing on her mind though. The only thing she could think about was how good Faith was making her feel.

"Oh fuck," she groaned when those long and slender fingers slid down and started teasing her dripping hole. "Just do it already!" she exclaimed after what felt like an eternity of teasing.

It had been more like eleven seconds.

Suddenly those fingers slipped perfectly inside of her until they could go no further, filling her perfectly. Faith gave her a minute before she started to slip them in and out, burying them as deeply as she could go.

With her eyes closed, Cordelia couldn't see what Faith was up to. It wasn't until she felt fingers pressing against her clit that she realized that Faith had an arm around her and was doing her damnedest to make her come nice and hard.

"Jesus," Cordelia exclaimed, biting on her lower lip to keep from saying anything more.

"Not Jesus, just Faith," Faith replied cockily. "But if picturing him helps ya . . ."

She left the sentence hanging there and Cordelia had to open her eyes just so that she could roll them. "Just stop talking," she gritted out between her clenched teeth.

"But don't you wanna hear how good fucking you feels, C?" Faith asked, her voice low. She bent forward so that her mouth was near Cordelia's ear. "All soft and silky and tight around my fingers. Getting even tighter. You're gonna come, aren't ya."

"God yes," Cordelia said, dropping her head down so that her chin was tucked against her chest.

Faith's fingers slid harder over her clit as she continued to fuck Cordelia with her other hand, working hard to send her over the moon and back. She hadn't been with many girls before but she knew what she was doing; knew just what and when to touch and how to do it just right.

Taking Cordelia by surprise, she slipped a third finger inside and kept right on fucking her without pause. Her pussy clamped down hard and Faith felt Cordelia's orgasm hit before Cordelia could voice it.

"Oh fuck . . . I'm coming," Cordelia said, doing her best not to shout it. Her lower lip was all red and swollen from where she'd been biting it and when her eyes opened and met Faith's in the mirror, she felt like her legs were turning into spaghetti.

She didn't stumble though because the hand that was reaching around her disappeared and she was suddenly being held tight around her waist. When the pressure and pulsing and throbbing finally faded, she was left gripping onto the sides of the mirror and trying to catch her breath. She could feel Faith pressed against her back, her fingers still buried deep inside of her.

Only when those fingers slowly slid out with a wet plop was she able to catch her breath. Faith's eyes were filled with wonder as she looked over Cordelia's flushed and damp skin and Cordelia couldn't help but smile tiredly. Whatever Faith was after, well . . . she certainly got it.

And then some.

Cordelia, after a minute or two, was finally able to stand on her own. She let go of the mirror and straightened up . . . and then was promptly spun around in Faith's arms. Faith kissed her square on the mouth, lips nipping and sucking but staying fairly PG-13. Not that it mattered after their performance from a few minutes before.

Cordelia put her hand on Faith's chest and pushed her back to break the kiss. Faith's arms were still around her waist but Faith didn't resist Cordelia's efforts to stop her.

"Well, I don't know whether I should thank you or slap you," Cordelia said playfully.

"You don't have to do either," Faith replied easily. She ran her tongue over her lower lip, tasting Cordelia's kiss on them. "Just tell me where and when I can do it again."

Cordelia smiled and looked down, shaking her head. "Sorry stud, but this was a one-time deal."

Faith nodded her head in understanding but didn't move.

"How come?" she asked after a minute.

Cordelia looked up into her eyes and, still smiling, stepped back so that she could start to arrange her clothing. She pulled the dress off over her head and re-dressed while Faith watched her intently. Only when she was looking marginally less askew and ready to walk out of the changing room door did she look back over at Faith and smile.

"Because I won't be the consolation prize, especially when first choice is Buffy Summers."