"This is the first time I've put anyone to bed," she said out of the blue.

Giles met her gaze and smiled softly before grimacing in discomfort. "For what it's worth, I haven't had to be tucked in for quite a long while."

They shared a short laugh and Faith suddenly felt a bit uncomfortable. Why had Buffy left this part up to her? Sure Faith liked Giles but she wasn't exactly a big nurturer like Buffy was. What if she did something wrong? What if she accidentally smothered Giles with the pillow?

God, Buffy totally wouldn't have sex with her if she accidentally killed their watcher!

"Giles, you sure ya don't wanna get your melon checked out? You're not exactly filled with slayer healing goodness and if you start havin' spasms in the middle of the night, B's gonna . . ."

"I'm perfectly fine, Faith," he said patiently, offering her a reassuring smile. "My biggest injury is to my ego, I'm sure, but I'm positive that it will heal over time. Now if you don't mind, I'd like to rest up before the drive home tomorrow."

"Yeah, sure," Faith said with a nod. She took a few steps back and wiped her hands on the back of her pants. "I'm just gonna . . ." she indicated the door over her shoulder and turned to walk through it but stopped when Giles cleared his throat.

"Perhaps we can have a discussion on the ride home about what following the instructions of your watcher entails, especially when he's out of town and trusting you to be on your best behavior."

Faith didn't turn to face him but she could practically hear the disapproving yet playful look on his face in his words. Fighting back the sarcastic reply she was dying to make, she just nodded her head and raised a hand in farewell as she exited the small room. She walked one door down the hall and hesitated before knocking twice. Almost a minute passed by before she heard a rustling from within the room, then the sound of the doorknob turning. She took a step back . . .

. . . and almost fell over when she saw Buffy standing on the other side of the door in only a short t-shirt and a pair of the skimpiest lace panties she'd ever seen.

"Jesus . . ." she mumbled to herself as her gaze roamed over Buffy. "You bring underwear like that on a slaying trip with Giles?"

"Well, not exactly, no," Buffy replied bashfully. "I just figure that if there's a chance some baddy could land me in the hospital, I don't want to end up in a drafty hospital gown with granny-panties on."

"I see," Faith said blankly, still openly staring. If she focused her eyes just right, she could pretty much see through the lace . . . "I see and I like. And on behalf of doctors and nurses around the world, thank you." She smirked and looked up, meeting Buffy's gaze. "You gonna invite me in?"

"I thought I already had," Buffy said playfully. She grinned – just a little – and stepped back, holding the door open for Faith.

Faith walked in and took a quick glance around the small room. There were two double-beds and an oak dresser with a small colored television atop it. The bathroom was just off to her right and there was a closed door on the opposite side, clearly the door that joined Buffy's room to Giles. Faith casually reached out and closed the latch on the backup lock so that Giles wouldn't come walking in on them at an inconvenient and potentially embarrassing moment.

Hoping that hadn't been presumptuous on her part, she turned around and looked at Buffy who was suddenly standing a whole lot closer to her than she had been a moment ago and looking up at Faith through her eyelashes. Smiling, Faith closed the distance between them and wrapped her arms around Buffy's waist before giving her a few chaste kisses.

"Mmm," Buffy purred against her lips, then pulled. She leaned back and wrapped her arms over Faith shoulders, letting her fingertips play with her long hair. "I can't believe you came all the way to Salinas. Giles is gonna have so much fun lecturing you. He loves a good lecture."

"Yeah, I've already been threatened with a solid talkin' to," Faith laughed.

"How did you get here anyway? I hope you didn't spend lots of money on a bus ticket . . ."

"Nah, Cordy let me borrow her wheels. It'll just cost me a tank of gas."

Buffy's eyebrows quickly shot up. "Cordelia?" Faith nodded. "Cordelia Chase let you borrow her car?" Faith nodded again and Buffy had to gather her thoughts for a moment. "Did you have to promise her your soul?"

Faith laughed and gave Buffy a quick peck on her lips. God, she loved that she could do that now!

"Nah, she's got enough souls stored away. Now she's lookin' for blood sacrifice."

"I wouldn't doubt that."

"Hey, she's good people, B. She's the one that told me I should make a move on you."

"She did?" Buffy asked doubtfully.

"Yup," Faith nodded. "Never for a second thought you would ever want me back, but she said you wanted me, couldn't get enough of me."

Her grin was infections and Buffy couldn't help but smile and laugh softly. "Well I guess she was right, huh."

"Guess so," Faith replied. She slipped her hands under the back of Buffy's t-shirt and began to caress her back softly.

Buffy leaned in and began to kiss her slowly, making happy little ‘mmm' sounds against her lips until she pulled back and looked up into Faith's eyes.

"Is this finally happening?" she whispered.

"Mm-hmm. It is if you're sure ‘bout it."

"Oh, I'm sure about it. I've been sure about it for a while. Well, after the whole ‘Oh my god, I'm gay for Faith!' phase passed, anyhow."

Faith laughed and leaned down to kiss Buffy again. She couldn't get over the fact that she was actually there, that Buffy had actually chosen her, and that this was actually about to happen. When Cordelia had told her that Buffy was into her, she hadn't believed her. She definitely owed her an apology.

As they started a slow backwards walk toward one of the double beds, Faith's hands exploring under the back of Buffy's small t-shirt, a thought suddenly came to her. A thought that had her pulling away and looking into Buffy's questioning eyes.

Cordelia!

If Buffy ever found out about them . . . it could be bad. Faith was pretty sure she was headed into relationship territory with Buffy which was great and all, but if Buffy somehow found out that Faith had fucked Cordelia less than a week before their first quasi-date, it could quickly bring an end to their time together. As much as relationships were new to Faith and she felt like she didn't know exactly what she was doing, she didn't want it to end over something stupid like that.

When Buffy leaned in to kiss her again, Faith shook her head and took a tiny step back.

"Wait, B. There's something I need to talk to you about first," she said calmly.

"Okay," Buffy replied tentatively. She pressed her lips together nervously and it took everything Faith had not to dive right back in to kissing them.

"Let's sit down."

Buffy eyed her warily as they sat down next to each other. Faith turned sideways on the bed and bent one of her knees as she let the other dangle off the bed. She laced her fingers through Buffy's and tried to offer her a reassuring smile.

"I like you, B, and not in a sex kind of way." At Buffy's frown, Faith quickly continued. "I mean not just in a sex kind of way. I like the whole package. You're smart and funny, cute and hot at the same time, and ya probably got the biggest heart of anyone I've ever met. I think I've kinda wanted ya from the first time I met ya."

"I was never really sure," Buffy said, smiling nervously. "There was flirting but you're flirty with a lot of people." Her eyes suddenly widened. "And I don't mean that in a bad way!"

Faith chuckled and looked down at her lap, then back up at Buffy's face.

"That's the thing. I am flirty. Always have been, probably always will be. It's just how I am. But it's something different with you, B. With you it means something. And I guess," she hesitated for a moment, "I guess that's why I wanna be completely honest with ya."

"Okay," Buffy replied. She smiled and gave Faith's hands a quick squeeze of encouragement.

Faith took a deep breath and decided to just go for it. This could either make or break them. She really hoped it wouldn't be the latter.

"Cordy made me go shoppin' with her. We had to share a changing room and things . . . happened."

Buffy's brow furrowed. "What kind of things?"

Faith hesitated for a moment before replying with a grimace, "I fucked her."

She tried to keep hold on Buffy's hands but Buffy pulled them away too quickly and with too much force. The look on the blonde's face didn't give away much, but Faith could see the flicker of hurt in her eyes. She had to try to make it better.

"It was only once and it was before I ever imagined you might want me back in even the smallest way. I thought you were straight and I'd put the idea of me an' you outta my head a long time before that day. It didn't mean anything, I swear. It was just sex."

Buffy seemed to think it over for a while, her jaw clenching and unclenching several times as Faith willed her to understand.

"Do you still want her?" she finally asked after almost a minute of awkward silence.

Faith sighed quietly. This honesty thing sucked. "I'm not gonna lie and say I ain't attracted to her. You have eyes too, B. You know she's hot."

"Not exactly the answer I was looking for," Buffy said with a self-deprecating smile and looked off to the side

"I wasn't finished," Faith said, using her fingertips on Buffy's chin to make her look back again. "She's hot, but I don't want her like I want you, Buffy. I already told ya; it's different with you. I've never wanted to be with someone before. But now I do, with you."

While Buffy continued to stare at her, Faith started to lose her nerve. She lowered her head and shook it sadly.

"Never was good at all this shit. Don't know why I thought that'd change now," she said.

She heard Buffy take in a deep breath and then let it out slowly. When she felt the bed move slightly, she looked up and saw that Buffy had copied her position and was now facing her fully.

"I can take the flirting, Faith. Like you said, I like the whole package too. The flirting is part of who you are and part of what I'm drawn to. But if you're going to run out and do that with other people or if I think that you might . . ."

"I'm not. I won't," Faith interrupted. "As long as I know ya want me, I'm willing to do the whole mahogany thing."

A tiny smile crept up on Buffy's face. "I think you mean monogamy."

Faith shrugged. "Sure, that too."

"So you're not going to have any more x-rated changing room shenanigans with Cordelia?" Buffy asked quietly, her hand creeping closer to Faith's on the bed.

"Nope. But she's my friend, B, and believe it or not, I don't have many of them. I don't wanna stop being her friend because of all this, but I don't want it to cause problems either. Will there be? Problems, I mean."

Buffy seemed to think it over for a moment before giving a quick shrug of her shoulders. "I don't see why there should be. Friends are important; I get that better than anyone else. So long as I know that flirting is just flirting and that you're not doing her in the janitor's closet every time my back is turned, then I hope you're able to keep your friendship. Your very platonic, asexual, non-touchy friendship."

"It's a deal. And for the record?" Faith added, "Only gonna have x-rated shenanigans with you."

Faith's grin was big and Buffy reached out to give her a playful smack on the leg. Faith was quicker though and she caught Buffy's hand before it could land, then pulled her forward with a short tug. Caught by surprise, Buffy came barreling toward her and Faith laid back, catching her in her arms.

Buffy opened her mouth to protest but Faith caught her lips in a deep kiss and gave it everything she had. Sure enough, Buffy was lost in the kiss and seemed to forget about Faith's sneaky maneuver. Instead, she moved along with Faith until they were up near the top of the bed and so that she was properly straddling her. She was moving her hips subtly and completely driving Faith crazy in the process.

Faith, needing to feel more, quickly sat up, her arms wrapped around Buffy's back to keep her in the same position. They were chest to chest and still kissing deeply even when Faith reached down and started to pull on the hem of her own shirt. Buffy was already only half dressed and Faith felt it was only right to catch up. They stopped kissing momentarily so Faith could slide her shirt up and off and then their eyes met.

Faith placed her palms on Buffy's naked thighs and slowly ran her hands up them, relishing how soft and smooth they were. Her fingers skimmed over the sides of her lacy panties and then rested on her sides underneath the small t-shirt. She gave Buffy a few seconds to change her mind and then started to slowly lift it up, her hands keeping in constant contact with her heated skin. Buffy lifted up her arms and let her slide the shirt the rest of the way off and then had the decency to blush as Faith's eyes raked over her nearly naked form.

Faith's eyes remained fixed on Buffy's naked chest as she reached behind her back and unclipped her own bra, tossing it carelessly to the side. The only thing between them was Buffy's panties and Faith's pants, which Faith managed to wriggle out of even with Buffy sitting astride her. When she was done moving around, their eyes finally met.

Buffy's eyes were the prettiest green that Faith had ever seen and she felt like she was drowning in them. This was a whole new experience for her and she was loving every minute of it, especially when she felt Buffy's palms tentatively glide over her chest. A nervous smile suddenly appeared on Buffy's face and she began to pull her hands away but Faith stopped her. She took Buffy's hands and guided them back to her chest until they were softly cupping her breasts.

"Don't be afraid to touch me," Faith said encouragingly. She bit gently on her lower lip when Buffy's hands flexed and squeezed gently. "Yeah, that's good."

"First-time jitters," Buffy said with a shaky smile. "I'm nervous."

"Don't be," Faith said. She leaned in and kissed her, then lowered her head and started kissing over Buffy's shoulders and chest. "Go as slow as ya need. We've got all the time in the world."

Encouraged by Buffy's soft moans, Faith straightened up and started to kiss her again, a bit quicker and more deeply now. Their tongues slid and caressed and it wasn't long before they found one another out of breath when Buffy struck up a rhythm with her hips again.

"Faith," she whispered breathlessly. "Will you . . . touch me?"

Faith didn't reply with words. Instead, she rolled them over so that Buffy was on her back and Faith was hovering above her. She pushed up onto her knees and hooked her fingertips under the sides of Buffy's lacy panties. She slowly dragged them over her hips and down her creamy thighs, then off over her perfectly manicured feet. Buffy didn't look shy any longer; she was caught up in the moment and wanting this as badly as Faith did.

Starting at Buffy's ankles, Faith kissed the inside of her calves, knees, and thighs until she'd finally met her destination.

Buffy's head sunk down onto the pillows and her hips arched off the bed as she gripped onto the sheets at the first feel of Faith's tongue against her heated flesh.