Dawning

See Part 1 for Ratings and Disclaimers

Chapter 6

Buffy glances at her and then at the door. "You heard her. She thinks we're possessed."

Frustrated, Faith turns and stomps down the steps. "Summers women-grrrrrrrrr-"

Buffy smiles a little smile and starts toward her room. "We're not as blind as you think." She smiles as she knocks on the door. It slowly opens. Willow looks at the blonde. "Can we talk?"

Her green eyes meet Buffy's, "Ah-yeah we need to."

* * *

Downstairs Kennedy and Dawn still glare at each other. The fact that they are still pouting is obvious. Faith walks in and sees them. "That's it-either talk or I'm gonna be forced to do something!"

Dawn rolls her eyes, "Stay out of this."

"Faith just-" Kennedy starts and then just shakes her head. "Whatever it was-" she glances at Dawn then back to the Slayer. "Never mind."

"Fuckin' unbelievable. Are you part Summers too?"

Kennedy looks unsure but it is Dawn who speaks, "What's that suppose to mean?"

Faith looks at the teenagers and starts to speak, "It means that she needs to grow a pair too-"

Kennedy glares at the Slayer, "I-" she stops unsure of how to continue without admitting her feelings for Dawn, something she doesn't want to do if Dawn doesn't feel the same. Her eyes meet Faith's again.

"You what Junior?-You like her-you don't-you wanna f-"

"That's enough!" Dawn announces. "Stay out of our-" she too stops.

Faith shakes her head as the teens look away from each other. She moves toward the girls, grabbing each by an arm.

"Let go of me!" Dawn yells.

"Now damn it!" Kennedy orders.

Faith however does not. She drags the complaining teens toward the basement door. "It's for your own good." She states as she lets go of the younger Summers long enough to open the door. Before Dawn can move too far away she has her again. She not so ceremoniously pushes both toward the stairs and closes the door.

The pounding starts instantly, followed by threats from behind the now locked and barricaded door as the once dark Slayer slides a food shelf in front of it. "Buffy's gonna kick your ass when I get out of here and tell her what you did!" Dawn's words echo in the room.

Faith grins, "Settle down runt-it'll be a while. She's kinda busy." A laughing Slayer grabs food from the table and goes out the door.

On the basement stairs Kennedy hits the door one last time. "Faith!" When she gets no answer she looks at Dawn and watches as the younger teen stomps down the stairs and plops onto the cot against the wall. After a few more attempts to open the door a frustrated young Slayer-to-be walks down the stairs. "We're stuck-until someone lets us out."

"Great!" Dawn just shakes her head. "This is your fault you know."

"Mine?" Kennedy asks incredulously. "No it isn't you're the one who-" she stops and walks across the room. She spots a window up high and begins to look around for a way up to it.

Dawn sees what she is doing and starts to speak but stops. She grins mischievously-then watches Kennedy work.

* * *

Upstairs, Buffy sits on the bed across from Willow. Willow stands-the quiet making her nervous and walks to the window. She turns and looks back at the blonde Slayer.

"Buffy-"

"Willow-" they both speak at the same time. Buffy smiles a little. "You-you go on."

Willow nods as she blushes, "I just wanted-the kiss, it was nice."

Buffy blushes but smiles as well, "Definitely nice."

"More than nice-but-" she looks away and then at her friend.

"But?" Buffy says with a knowing look. "But you don't like me like that?"

"I just-it's-we're friends." Willow looks at her-worry showing on her face. "I mean if we weren't-there could be definite sparkage but-"

"But we are-like sisters." Buffy adds.

"Yeah-" Willow nods. "I'm sorry if I made you think that-that there was more."

"No-no you didn't." Buffy rolls her eyes. "Told Faith she was wrong."

"Faith?" The redhead raises an eyebrow.

Buffy begins to laugh- "She lost-she has to train the Slayerettes!"

Willow's brow raises again. "So this-the kissing-it was a bet?"

"No!-No not like that. She said you liked me-I said she was crazy."

"Then there was betting?"

"Not in a I wanna win way-just-no. That's not why I kissed you."

"No-you kissed me because she did and you were jealous." Willow grins just a little.

"No-well-okay maybe. Kinda- but it was still a nice kiss." Buffy smiles at the redhead.

Willow rolls her eyes, "I think you better go."

"You're mad at me?" Worry fills the blonde Slayer's eyes and words. "Cause that would be-you're my Wills-" she fights tears.

"No-not mad, not exactly-" she admits.

"It was all her fault." Buffy tries to place blame which earns her another raised eyebrow from the witch. "Mostly her fault."

"Buffy?"

"Okay-fine-it was my fault too and I'm sorry."

"Better-now go."

Buffy walks over to her friend and hugs her. "Love you Wills-"

Willow hugs her back, "Love you too."

Buffy lets go slowly and walks toward the door. "You okay?"

"I will be-need a little time and space." Buffy nods and leaves. "And a serious conversation with Faith." She mutters to herself.

* * *

In the basement Kennedy finally reaches the window near the ceiling, only to find that it is nailed shut. She growls with frustration which causes a laugh from Dawn. The young Slayer-to-be shoots her a look, glaring- "You knew it was nailed!" She climbs down and stands in front of the younger teen. "You knew and you let me do all that work." She turns away trying to rein in her anger as she runs her fingers through her hair. She faces Dawn again. "I know you're mad at me but you could have told me."

Dawn smiles and sits on the cot, "You didn't ask."

"Unbelievable." She turns and goes back to up the steps. She begins to pound on the door. "Faith open this fuckin' door!" She yells as she pounds again.

Dawn looks at the brunette. "They'll let us out eventually just calm down."

"Calm-you want calm?" She walks back to the teenager. "Then find away out cause I can't be in here with you and be calm." She storms to the other side of the room.

Dawn's face falls as do a few tears before she gets herself under control.

* * *

Willow walks down the stairs an hour or so later after doing some serious thinking. She has decided two things-one, she and Faith are going to talk and two, that it's time to be honest with the once dark Slayer and herself and see what happens. She walks into the kitchen to find Vi and one of the other Potentials fixing a snack. She looks around, a little surprised that Kennedy isn't in on the food raid and lets her thoughts shift to the young Slayer-to-be and Dawn. Pulling herself away from that topic she sets her mind on her goal. "Have you seen Faith?"

The girls look at her but the sandwich making is continued. Vi speaks. "She left a few minutes ago."

Then the other speaks, "Didn't say where she was going just that nobody better touch the basement door till she got back.

That's when Willow hears her name, "Willow!"

The redhead's eyes go large, "Dawn?" She goes over to the door and puts her hand on the knob. "Dawnie are you okay?"

"Will let me out of here!"

Willow starts to open the door but stops, "Is Kennedy in there too?"

"I'm here," comes the disheartened voice of the other teen. "Let us out."

Willow looks around the room at the others who are all shaking their heads. Vi repeats just in case the witch missed it before. "Faith said no."

Willow smiles, "Not afraid of Faith."

"Good!" Comes a reply from behind the door in stereo.

"But I kind of agree with her. So, work things out."

"Willow!" Dawn warns. "You can't do this," she begins to whine as she pleads to be released. "Come on Willow this is just wrong."

"Sorry Dawnie." She jumps startled as she hears pounding, "You two need to settle things." She then shakes her head as she moves away from the door.

The redhead can still hear the pounding as she goes out the back door with a little smile on her face. She looks around the back yard and the smile grows, then turns to a frown as she realizes the glow is from a cigarette. "Those things are bad for you, you know?"

The glow walks closer and as Faith reaches her she sees a little worry in the redhead's eyes, "It's cool Red-something has to kill me."

Willow rolls her eyes, then changes the subject as she sees the woman toss the cigarette away. "I see you're action girl today."

"The kiss?-Ah-well about that-" the Slayer stops.

"I was talking about the two in the basement, but since you brought it up-let's talk about the kiss."

Faith looks away with a little grin, then mumbles something too low for Willow to hear. She sits on the step and the witch sits down across from her. Both are suddenly nervous-normal for the redhead, but uncharacteristic for the once rogue Slayer. "So how much trouble am I in Red-cause I know I was outta line."

Willow looks at the woman, "Why'd you do it?"

Faith smirks a little, "It seemed like the thing to do at the time."

"So Buffy would get jealous?" The redhead raises an eyebrow.

Faith nods, "Mostly."

"But not totally?" She meets the eyes of the Slayer.

"Damn Red-I-" she stops and starts to stand.

Willow puts a hand on her arm, "Don't go."

"Talking-I always fuck it up."

"So just listen-then, then if you want, you could try the talking." Willow tries to calm her running nature. "Or, " she smiles-"you can stick with the running."

Faith mock glares, "Red-" Willow grins and then smiles as the Slayer makes a production of sitting back down.

"Now you're acting like Dawn and Kennedy."

"That'll cost you-" Faith promises and Willow giggles.

* * *

In the basement Dawn glares at the door from the stairs as Kennedy sits quietly on the cot. Dawn looks back at the calm would- be Slayer. "How can you just sit there?" Asks the younger teen as she walks back toward the older.

Kennedy shrugs, "What do you want me to do?" A little anger seeps out in her tone.

"Something-anything-just get me outta here." Dawn looks down at her.

Kennedy shakes her head slightly. Then stands, "Right cause this is all about you." She walks to the other side of the basement away from Dawn.

"What's that suppose to mean?" Dawn is now angry.

"Nothing-just you stay over there and I'll stay over here. Eventually, they'll let us out."

"No-you think it's that easy? You think you can make a comment and then just-conversation over? Well, it's not."

"Conversation-arguing isn't conversation."

"It is." Dawn states.

"Cause you say it is? Cause you call all the shots." Now it is Kennedy who is angry. "You decide we're friends. You decide we're not friends. You decide you need to practice kissing. You decide the kiss that wasn't practice means nothing-that we forget it-" Kennedy is now loud-almost yelling.

Dawn interrupts, "You decided to move out of our room and in with Faith."

"Okay-right, I made one decision for me-one that doesn't revolve around you." She tries to reign in her growing hurt and anger. She takes a deep breath like her Watcher taught her and then calmly starts again. "Did you ever ask yourself why I moved out?"

"That's a tough one. So you could be with Faith-get a little action."

Kennedy crosses back to the teen and stops inches from her as their eyes meet, "Get this through your hard head-Faith and I, we're not-it's not like that. We're not having sex."

"Right. You really expect me to believe that?"

Kennedy looks away and then speaks softly, "I really don't care what you believe. I'm not doing this any more." She starts to walk away but Dawn puts a hand on her arm. "Let go." Their eyes meet again as Kennedy faces her.

"And what if I don't?" The Key asks.

Without regards to the consequences she leans in and kisses Dawn on the lips, slow and passionate. Dawn pulls away surprised and looks at Kennedy. The young Potential looks into her face. "That wasn't an accident and it's not something I wanna forget. You do what you want." She pulls away and walks across to the other side of the room.

Dawn stands, unmoving, unsure of what to do. She looks across at Kennedy and finally the words tumble out, "You like me? I mean you like me like me?"

"What difference does it make? You don't like me like that so-let's just-I can't do this okay? That's why I moved out, it's too hard to see you and not-" she stops and shakes her head. "I always manage to fuck things up. I just never cared before."

Dawn walks toward her, "You like me?"

Kennedy looks up at the ceiling then back at Dawn who is now standing in front of her. "I like you."

Dawn just looks at the older teen. "You like me?"

Kennedy rolls her eyes, "Pay attention-it was hard enough the first time. I- LIKE-YOU."

Dawn is now confused, "Hard-why was it hard?"

"I don't do rejection well-think maybe it's a Slayer trait."

Dawn grins, "Think you're right." She steps closer and leans in to press her lips to Kennedy's. The kiss is amazingly soft and slow. But with it her feelings for the would- be Slayer find their way through. "Works out good then," she whispers as she pulls back and bites her bottom lip.

Kennedy's eyes open slowly, as she looks at Dawn. "You're not just-this isn't pity right?"

Dawn rolls her eyes, "Shut up and kiss me."

"I can do that." She smiles as they kiss again. Kennedy's arms slip around Dawn's waist pulling her closer.

* * *

Outside Willow and Faith are having a talk of their own, well-it's sort of a talk. The once rogue Slayer listens with a puzzled look on her face as the redhead babbles. "Wait, slow down. You're saying that from the beginning-before -even when I was working for the mayor?"

"No not when you were working for the mayor-cause hey, you were pretty crazy then-but before when you first came to Sunnydale-"

Faith interrupts trying to get her head around what the witch has said. "You liked me then?"

Willow slowly nods. "I didn't realize it till later-I just thought I was jealous of you spending time with Buffy-when really I was-" she stops.

And the dark Slayer smirks, "But you weren't? You were jealous of her being with me?" Willow nods and a little smile crosses her face. "You're shittin' me right?" Faith asks amazed that it could be true.

"Nope-but the feelings were all new and it was scary. I didn't know what to do with them. So I just-I was mean to you and I'm sorry." Willow's eyes are sad, "cause if I wasn't maybe things would have-maybe you wouldn't have-"

"Hey it's not your fault-it would have been the same. I would've fucked up anyway-only difference-I woulda hurt you too." Faith says honestly. "I was just-but I've changed."

Willow nods, "Yeah you have."

Faith can't stop a little smirky grin, "What's all this mean Red?"

Willow looks away a little nervous but then lets her eyes go back to meet the brown of the Slayer. "I'm not sure-but ah-there could be more talking and maybe some mochas."

Faith smiles, "That's some kinda code words for dating right?"

Willow bites her bottom lip, "Lets not call it that yet."

"I get it, you wanna keep it a secret from the others."

"No-that's not it," she takes Faith's hand. "It's just-I'm not sure I'm ready to- to do the dating." She looks a little sad.

Faith understands immediately. "Tara," Willow nods. "Sorry Red-I wasn't thinkin'. You need slow-you got it."

"Thanks." She presses her lips to the Slayer's cheek. A slow smile crosses her face. "Now about the two in the basement."

Faith shakes her head, "I ain't lettin'em out."

Willow smiles, but before she can tell the Slayer she thinks locking them up is a good idea the whiz of a knife flying by her ear gets her attention. "Faith!"

Before the woman can move it hits her shoulder. "Fuck!-Red get in the house." She sees Bringers filling the yard.

She stands shielding the redhead as Willow stands too. Faith stops long enough to pull the knife out and throw it back felling the closest one.

As they stumble inside Willow yells. "Buffy!"

The blonde comes running down the stairs. "Willow?" She sees Faith is bleeding as the redhead gets the first aide kit.

"Bringers-" the dark Slayer states. "Weapons?"

Xander comes in with axes and knives. "Weapons." Everyone grabs something as the door in the kitchen and the window in the living room are broken in. Soon Bringers are everywhere.

Faith pulls away from the attention Willow is giving her shoulder. "It'll be okay," she assure the redhead. "You can kiss it better after." She winks and smirks as the witch.

The older woman rolls her eyes, "Arrogant Slayer-" she mumbles and shakes her head. She helps fight then decides she doesn't like the odds. Without worrying about the consequences she starts a chant. Within seconds there is an invisible barrier around the Slayers, the Potentials and all others fighting. When Buffy turns to her she shrugs, "I didn't like the odds."

"Are you okay-can you hold it?" The blonde Slayer asks.

"We'll see-no black roots yet."

"Smart ass-" echo the two Slayers as they both glare at her. Both sets of eyes show concern.

Minutes pass-the Bringers continue to bounce off the barrier, but return to fight each time. "These guys aren't giving up." Xander states.

"Doesn't look that way." Buffy agrees.

Faith looks at her sister Slayer. "What do you say she lets it down?"

"And what?" Willow asks unsure.

Faith looks at the redhead with a smirk, "Kill'em."

Buffy looks at the Slayer and then the witch. "She's right-"

Xander looks surprised, "Did they just agree?" He looks at Willow.

"I think so-" she states. "The world truly must be ending this time."

Faith levels her eyes on the redhead, "Keep it up Red-payback's a bitch."

Willow giggles. "So is there a plan or you just want me to drop the barrier?"

Buffy smiles, "Oh there's a plan."

"Do we get to know it-or is it a Slayer thing?" Asks Xander.

The Potentials look at the playful nature of the group and are confused-they thought the situation was dangerous. "Isn't anyone worried about dying?" Asks Vi.

Xander raises a hand but grins, "Sure, but that's what makes it fun."

Faith smiles, "Xan-man with the jokes-I like it."

Buffy turns to Willow, "Can you just lower part of the barrier at a time?"

Willow looks at her with a raised eyebrow, a little insulted by the questioning of her abilities, then smiles and nods.

* * *

In the basement the teens are still standing in the same spot kissing. Kennedy pulls away for an instant, "Did you hear something?" She asks her words forced as air is a problem.

Dawn shakes her head, "More kissing please."

Kennedy smiles-then smirks. "Wanna move this to the cot?"

Dawn takes her hand and leads her there. The Potential sits down and pulls Dawn onto her lap. The Key turns and straddles her hips. "This okay?" She asks.

"Definitely okay," Kennedy assures her as she leans in to press her lips to Dawn's neck, her arms circling her waist. She kisses a path up to her ear, and smiles even more as she hears Dawn moan just a little. She breaths out, her heated breath on the younger teen's ear, she feels Dawn shiver. "Too much?-We can slow down."

"No-just-no, not yet." Dawn whispers out as she lets her arms drape over Kennedy's shoulders as she leans into her.

The Potential kisses down Dawn's neck and then back up again. This time as she reaches her ear she lets her tongue slip out and lick along the lobe getting a loud moan from Dawn. She continues to trace her tongue around the outside of the teen's ear before moving back to the lobe and closing her lips around it. Again Dawn moans-this time Kennedy's name is whispered from her lips as she melts into the older girl.

* * *

Meanwhile, in the kitchen-the place all the action has centered on-Bringers are dropping or running. Faith and Buffy fight their way through group after group as the worried Potentials do what they can double teaming the eyeless attackers. Willow concentrates and chants as Xander guards her-protecting her from harm. The last Bringer that got through the hole lay dead at his feet.

Finally the room is empty of all Bringers-well, except the dead ones. Willow lowers the barrier completely and collapses against the counter-drained. Faith hyped up from the fighting goes to her and puts an arm around her. "Outta gas Red?" Willow nods using the last of her energy. Faith picks her up and carries her to the table. She sits her in a chair while the others watch on.

Willow lays her head on the table and manages to whisper, "Thanks."

Buffy and Xander look at her concerned. "I'll get her something to drink." He walks to the refrigerator. He comes back and sits beside his friend, opening the water for her. He sits it by her head and then smiles as he playfully checks for black roots. She opens her eyes and tries her best to glare at him. He laughs, "Just checking." He grins at her.

Buffy and Faith both smile then frown as they look at the room full of bodies. Buffy says what Faith is thinking, "I like vampires so much better."

And for the second time today they agree, "Yeah," says the once rogue, "No clean up."

Xander smiles, "Could have the Potentials do it. I'm sure there's a lesson in there somewhere."

Willow giggles though she still can't raise her head. "No fair making me laugh." She whines.

Buffy smiles as she looks around the room at the younger girls, then the smile disappears. "Where's Kennedy and Dawn?"

Faith grins, "I locked their asses in the basement." Suddenly she too becomes serious. "Shit!" She moves to the door with Buffy and Xander close behind. She moves the shelf with Buffy's help and then opens the door.

All three go quietly down the stairs but stop after just a few steps. Buffy's face goes pale, Xander turns his head away, and all Faith can do is smirk. "Told you it would work." She says to the blonde Slayer as she starts back up the steps.

"Dawn-" Buffy finally gets out.

Xander speaks too, "When did-what happened to Justin?"

Buffy's eyes get large as she realizes Xander is there. "You-go now-back up the stairs." And for fear for his life he goes without a comment.

Below on the cot Dawn and Kennedy are still kissing, now it could be considered more of a make out session. Buffy clears her throat and still they continue. "Dawn Summers!"

The words still elude the foggy mind of the younger teen, but they find their way to the older. The tone is one she recognizes. She pulls her hands and lips from Dawn's body. Dawn whines. "Why are you stopping?"

"Your sister," is all Kennedy pants out.

"Sister?" Dawns eyes open and she sees Buffy. She moves from Kennedy's lap and the cot, now standing next to it.

Kennedy stands too, as they both nervously look at the older Slayer. "Buffy-we-"

Buffy holds up her hand, "You. No talking-upstairs there's clean up-Faith'll tell you what to do."

"Right-clean up." She looks at Dawn unsure, the younger girl nods. Kennedy jogs passed Buffy and up the steps. At the top she turns and winks at Dawn after blowing her a kiss.

"Two more steps." Buffy states without turning around and the young Slayer-to-be disappears up them. "And you," she levels her eyes on her younger sister. "Start talking."

Dawn swallows hard. "Sure you don't want me to help with the clean up of whatever needs to be cleaned?" Buffy scowls. "No-okay-talking right." She pauses then asks, "What do you want to talk about?"

Buffy rolls her eyes and walks toward her sister. Dawn starts to step back but doesn't. They stand face to face. "You like her?"

"I like her."

"Good-cause what I saw-you shouldn't be doing that with someone you don't like." She fights a smile as she sees Dawn blush Willowred.

"Meanie!" Complains Dawn when she sees the smile, she pouts hoping it will help her case.

Buffy moves behind Dawn and puts her hands on her shoulders, guiding her to the cot. "Sit-talk." She says simply and that's what the two of them do.

Chapter 7

"You mean the glamour life of a Slayer doesn't appeal to them?"

"If you mean they don't like dirt-you'd be right." She heads to the refrigerator and grabs a bottled water and food to make sandwiches.

The girls follow close behind also getting water. Kennedy is last and finds it all gone. "Hey-share much?" She asks as she spots a Slayer wanna be with three bottles. The girl disappears through the door toward the living room and she starts after her.

Buffy smiles, "I need to talk to you."

Kennedy stops in her tracks and turns to see both Slayers and Willow looking at her. As the room clears Kennedy gets unaccustomedly nervous. "Me?"

"Yes, you," says the blonde, the other two just nod. Kennedy moves slowly to the table and sits down. Willow and Faith sit on either side of her while Buffy sits across from her. "Now, about my sister."

"Dawn-" Kennedy starts but is stopped.

"My only sister," Buffy continues. "My baby sister, whom I love very much."

Faith never the patient one, even when it comes to torture speaks, "What she's saying is this Junior-hurt her and she's gonna kick your ass."

"I won't." Kennedy says.

"And after she kicks your ass, I'm gonna and then Red-got it?" Kennedy nervously nods. Faith looks at Buffy and Willow. "Good enough?" The two women nod. "That's all-unless you want a sandwich."

Kennedy relaxes a little. "I could eat." Everyone smiles at the young Potential Slayer.

A few minutes later, Dawn comes down the steps and smiles when she sees Kennedy helping Faith make sandwiches.

"Hey-get the Bringers all buried?"

Kennedy smiles at her-everyone else in the room disappearing in her mind, "Finally. I figured you were asleep."

"Not sleepy."

"Want a sandwich?" She reaches Faith's toward the teenager.

Faith glares, "Hey! That's mine-"

"Faith-" Kennedy says, surprised. "Sorry I forgot-never mind." She gives it back to the brunette Slayer. Faith begins to eat.

Turning her attention back to Dawn, "I'll make you one-what do you want?"

Dawn smiles and sits next to her sister. "Surprise me." Kennedy nods and smiles as she makes Dawn a sandwich.

Willow grins at the teens. "They got it bad." She whispers to Buffy.

Buffy whines back, "Great." She pouts.

* * *

A little later the kitchen has cleared out except for Faith who is still eating. Willow walks in with the first aid kit and smiles as she sees the Slayer. "Still need to clean that shoulder up."

Faith looks at her, "It's okay. Probably already closed."

Willow frowns, "It better not be it could get all infected." She moves to the Slayer and tries to move the shirt out of the way to get a look at the cut.

Faith, who is trying to eat, growls a little as she looks at her. "Anybody ever tell you that getting between a Slayer and her food is a bad thing?"

Willow smiles, "Five minutes-that's what like your fifth sandwich anyway. You won't starve."

Faith rolls her eyes and puts the sandwich down. She looks up at the redhead. "Fine." Willow again tries to work around the shirt without much luck. Faith shakes her head and smiles at the witch. Without a word she takes the bottom of the shirt and pulls it off over her head. "Better?"

Willow is surprised, unable to speak. She nods as she looks at the angry looking cut that is starting to mend. She tentatively lets her fingers touch it, trying to judge its depth-needing to ascertain if stitches are needed or a butterfly bandage will do until it closes on its own. Faith takes in a sharp breath as she touches it. "Hurt?" Willow looks into her eyes.

She bites her lip and shakes her head-then with a smug grin she says, "Only in all the right places, if you know what I mean."

Willow pulls her hand back surprised, "Sorry-wasn't thinking about the other H."

"It's okay. I been scratching that itch for a few years now."

Willow is surprised by her words but doesn't comment. She puts a little disinfectant on gauze. "Might sting." She warns the Slayer.

"Just do it." Faith looks at her.

Willow nods and begins to clean the wound as quickly as possible. She puts the blood covered cloth down and again looks at the injured area. "I think its gonna need a stitch. It'll keep it from scarring." Faith nods. "Want me to numb it first-or there might be a bottle of-"

"I'm good. Just do what you gotta do." Willow nervously nods and gets the needle from the kit. She is glad that it is ready-threading would have been hard. Her hands are starting to shake, a fact that Faith notices. "Maybe you should have that drink." She smiles at the redhead.

"I-I'm okay." She lies. "I don't want to hurt you."

Faith touches her cheek tentatively. "You can kiss it better after." She smirks.

Willow takes a deep breath after Faith's hand leaves her face. She moves to the area but not before she lets her fingers trace up Faith's side-distracting her just a bit. When she sees her eyes close she begins to work. Faith's eyes open as the initial pain is blocked by the redhead's touch. She watches her work. She finishes and looks at Faith. "All done." She puts some disinfectant cream on it and a small bandage. Then to the surprise of the Slayer presses her lips to the side of it. She pulls back with a smile.

Faith looks at her a little unsure, "Red-" Willow lets her hand trail down Faith's toned side and her hard abs. She watches her eyes close again and smiles at the effect she has on the tough Slayer. "Red-you really shouldn't-" she moans just a little as she feels the witch's nails scratch up to her bra and back down.

Willow stills her hand when she hears the moan and Faith forces her eyes open. "Got carried away-so beautiful." Whispers the redhead.

"There better not be anyone in the shower," she smirks.

Willow blushes, "I-it's just-I can't -yet."

"I get it." She leans in and lets her lips brush across Willow's lips. "Night Red." She stands up and goes up the stairs with her shirt in her hand.

The witch watches her out of sight and jumps about a foot in the air as she hears a voice behind her. "Willow my bestest friend there needs to be some 'splainin'."

She turns to see Xander there with a puzzled smile on his face. "Xander-I-she-we-" she blushes.

"I need a few more words in there." He sits down in the seat Faith left. "Wanna try again?"

* * *

Upstairs in Dawn's room, she and Kennedy are sitting on the bed kissing. Kennedy lets her lips leave Dawn's and drift across her cheek and follow her jaw line. She presses soft kisses up to her ear and back down her neck.

Dawn's hands hold her back tightly as she moans her name softly. Her breathing labored as her body begins to feel things it never has.

Kennedy's tongue slips out and begins to trace slowly up her neck toward her ear. The tongue ring hitting all the right spots.

Dawn lets herself fall back onto the bed and Kennedy follows. She pulls her lips away from Dawn's skin and whispers at her ear, "You taste so good." Her own breathing becoming difficult.

They lay side by side, Kennedy's body resting partially on Dawn's. It is Kennedy who groans as Dawn's hands work their way under her shirt to her back. Dawn leans up and finds the Potentials lips again and the kiss becomes instantly intense. She battles Kennedy's tongue and groans-her body arching as hers is captured. The older teen sucks on it, her hand finding its way under Dawn's shirt as well, tracing patterns on her stomach.

The door opens and Faith smirks at the scene. "Okay-lets go K-time for bed."

The teens are lost in their own thoughts and emotions and don't hear. As Kennedy lets her tongue go Dawn tries to capture hers.

Faith rolls her eyes. She walks to the bed and taps the young Slayer-to-be's shoulder. "Hey!"

Kennedy pulls away and Dawn groans. "Why are you stopping?" Asks the younger teen, her eyes still closed.

Kennedy is staring at Faith. "We weren't-" she stops. "Don't you know how to knock?" Asks the girl, a little ticked. Dawn's eyes open and she looks at Faith. She's embarrassed but also not happy.

"Like you'd have heard it. Say goodnight."

Kennedy looks confused. "Why?"

"Cause it's bedtime."

"This is her bed." Dawn says as she eyes Faith.

"I'll clear out the stuff in your room tomorrow." Kennedy says.

"Ain't happenin'." Faith grins. "Let's go before B realizes you're in here."

"She knows. Well I mean it was okay before she moved in with you-why wouldn't it be okay now?" Dawn asks.

"Cause things ain't like before." Faith shrugs.

Kennedy thinks about the words. She looks at Dawn-then back at Faith. "I'll be there in a few minutes."

Faith nods, "If not, I'll be back." She leaves.

Dawn looks at Kennedy, "You're really gonna stay with her?"

"I can sleep in the living room if you'd rather. But she's right- staying here now-" she smiles and lets her hand trace Dawn's cheek. "Things might get outta hand." She looks into her eyes.

"Maybe I want-" she stops. "Okay-I'm not ready for-but-we could just snuggle." She looks down and then back in Kennedy's eyes. "I miss you being here."

Kennedy leans in and kisses her softly. "How about tonight I stay in Faith's room and tomorrow we talk about it with your sister?"

"She'll say no." Dawn looks down.

The older teen tilts her head back up so she can see her eyes. "Maybe-but she might surprise you." She presses her lips to Dawn's.

Dawn begins to move her lips against Kennedy's and the other teen does the same. After a few minutes she pulls away slowly. She leans her forehead against the Potential's. "See you in the morning."

"Definitely," Kennedy kisses her chastely and slides from the bed to stand beside it. "Under the covers and I'll tuck you in." She smiles at Dawn.

Dawn grins and slips under the blankets as she lays her head on the pillow. "Night," she whispers to the other girl.

"Night," says Kennedy softly as she pulls the covers over the girl's body. She leans in for another kiss. "Sweet dreams."

"Dream of you." They kiss again. Kennedy pulls away and goes toward the door and out it. Dawn lets her eyes close. "Wow." She whispers.

* * *

Downstairs Willow and Xander are talking. "You like her?" He asks making sure he didn't misunderstand what the redhead said.

"I think-I mean yeah. But it's hard cause of Tara." She looks into his eyes.

"Yeah," he puts an arm around her. "But she'd want you to be happy right?"

"She would but I just-it feels like-like if I do-with the dating that-" she stops and a tear slips down her cheek. Xander's fingers wipe it away. She focuses and composes herself. "It means she's really gone and I don't want her to be." More tears slip out.

Xander presses a kiss to her forehead and he hugs her tighter. After a few seconds he pulls back and speaks softly. "She'll always be here Will-"

"Yeah?" She looks into his eyes.

"Yeah. There's a piece of her in all of us. She made sure."

Willow nods and hugs him. "I love you, you know that right?"

"Yeah," he smiles. They stay quiet for a minute then he grins. "You sure it has to be Faith?" She rolls her eyes. "Cause if it has to be a Slayer there's always Buffy."

Willow shakes her head and smiles, "That would be like dating you-" he frowns confused. "You're family."

He nods, "That we are."

Buffy walks in the room. "Everything okay?" They each hold out a hand to her. She smiles and walks toward them. It ends up being a group hug as they pull her in.

"Does she know?" He asks.

"Know what?" Asks the blonde with a smile. "That she likes Faith?" Willow looks at her shocked. "-I knew before she did." She kisses them both on the head. "Night-I need to make sure my sister is the only one in her bed." She starts back up the stairs after checking the door.

Willow looks at Xander. "Strange night."

He shrugs, "Pretty normal. We kill things-we have drama-now we sleep. It's us."

She grins. "I guess."

* * *

Buffy peeks in Dawn's room quietly to see her sister sleeping. She smiles and closes the door. She walks on down the hallway and stops at Faith's door. The Slayer is getting in bed. "Remember the talk we had with Kennedy?"

Faith looks to Buffy, "I remember."

"Same goes for you." Buffy's eyes meet hers.

"I ain't gonna hurt her."

Buffy nods, "Make sure."

Kennedy walks in from the bathroom and looks at the Slayers unsure. Then defensively speaks. "I'm not gonna sneak out." She goes into the room.

The Slayers smile. Buffy walks away. "B?" She turns back to the dark Slayer. She decides what she was going to say can wait. "Night."

"Night Faith." The blonde leaves.

Faith closes the door and Kennedy turns to her. "What was that all about?"

"Nothing-nothing about you. Sleep." Faith starts to get dressed.

"What are you doing?"

"I need a smoke." She leaves the room. Faith goes down the hallway and towards the stairs. She runs into Willow there. She smiles. "Hey."

"Hey yourself, where you headed?"

"Just need some air," she looks down.

"Air with smoky badness?" Willow raises and eyebrow.

Faith looks up at her and nods. "Just one."

Willow touches Faith's hair tentatively, tucking it behind her ear. "Rather you didn't-"

Faith grins, "I know but a girl's gotta have some bad habits."

She smiles and leans in letting her lips touch Faith's. She brushes them together again. She pulls back and looks into her confused brown eyes. "How about we sit outside in the fresh air and talk?"

Faith looks at her and a little smile creeps across her face-her dimples showing. "Talk huh?"

"Talk, kiss-who knows." She lets her fingers entwine with Faith's.

"Like the sound of that." They start down the stairs.

* * *

Faith and Willow sit on the back porch steps. Willow is down one step lower letting her head rest against the Slayer's leg. Faith smiles down at her as she lets her fingers play in the soft red hair. "It's awful quiet for talkin'." She teases.

Willow smiles up at her. "Yeah, but it's nice." Faith nods as she lets her hand touch Willow's cheek. The witch leans into it. "That's nice too." She leans up a little and lets her lips touch Faith's in a soft kiss.

Faith smiles as the kiss ends but then turns serious. "Not complainin'-but maybe there should be some talkin' before the kissin'?"

"Maybe." She turns so that she is almost sitting between Faith's knees. "Just not real sure where to start."

Faith nods in understanding. "No hurry." She lets a smile cover her face as she goes back to playing in Willow's hair with her fingers. Willow turns again as she settles between Faith's knees and leans her back against the rogue's front. She snuggles closer and looks up at the stairs. The brunette lets her arms rest on the redhead's shoulder as her fingers continue to play.

Willow smiles, "She loved the stars. Sometimes we'd just lay outside and stare at them for hours-and talk and then-" she stops as she blushes a little.

Faith grins, "So you and your witch did the nasty outside?"

Willow rolls her eyes and tips her head back to look at the Slayer, then with a grin looks back at the night sky. "She loved the outdoors-nature."

"City girl here-don't know much about that sh-stuff." Willow smiles as she hears her change her words.

"I could teach you." Willow says.

"I bet you could." Faith agrees.

She takes the hand that is playing in her hair and holds it. "Makin' me sleepy and I don't wanna sleep." She tells her Slayer then lets her lips kiss the hand.

"What do you wanna do?" Faith asks.

"Watch the stars."

"Then we'll watch the stars." The Slayer says as she lets her lips touch the top of the witch's head.

"And talk," says the redhead.

"And talk," echoes the rogue.

"And then-" Willow starts but stops.

"And then sleep." Faith whispers in her ear.

"Don't wanna sleep."

"Then we won't-but I'm gonna do this right. So the 'and then' is just gonna haveta wait."

Willow turns and smiles up at her. She stands and holds out her hand. Faith takes it and smiles as she stands up too. "Come on." The witch says as she leads her out into the yard and they lay side by side in the middle of it.

"You sure this is safe?" Asks the Slayer.

"Yeah-" she whispers as she lets her eyes close and chants a protection spell over the yard. Faith smiles and takes her hand. Willow smiles back and points with her free hand. "See those stars right there?"

"The ones all close together?"

"Right-now look just a little to your left. There's a really bright one." She lets her head move to Faith's shoulder.

"I see it," she says.

"That'sŠ" her words fade as she begins to teach and learn.

* * *

The next morning finds Willow's head resting on Faith's chest. The Slayer's arms are wrapped protectively around the redhead. Buffy and Xander stand staring down at them. "They look so peaceful I kinda hate to wake'em up." She says with a smile.

Xander shrugs, "Up to you but I'm not gonna be the one responsible for a Slayer missing breakfast." He reaches down to touch Willow's shoulder but the field holds him away. He frowns.

"Will has a protection spell up." Buffy smiles. "Faith?" She says softly. "Breakfast is ready."

The Slayer's eyes open as she looks toward the sound. She realizes three things. It's daylight, Buffy and xander are smirking at her and the redhead is lying on her chest. "Go away," she says softly as she lets her hand stroke Willow's back.

Buffy smiles and drags Xander away, "We tried." She says.

"Not very hard." He looks at her, "You just want more food right?"

She grins, "Maybe." They go back inside.

Faith smiles as she feels the redhead start to stir against her. She lets her finger play in her hair hoping it will help her go back to sleep. Willow smiles as she feels the fingers and speaks without opening her eyes. "Morning." She presses her lips to Faith's shoulder without raising her head.

"Sleep okay?" Faith kisses the side of her head.

"For the first time in a long time." She confesses. She raises up slowly, kissing her. "Thank you."

"Me-what'd I do?"

Willow folds her arms across faith and rests her chin on top of them. "You listened and you understand about-you know-and I feel safe with you."

Faith blushes but then speaks, "You are safe with me."

Willow leans in and kisses her softly at first but soon she lets her lips move against Faith's. The Slayer is unsure at first but tentatively follows suit. As their lips move together the witch lets her hand stroke the Slayer's side. Faith's hands caress the redhead's back firmly and soon both are moaning.

They finally break for air but before Faith can protest, Willow's tongue has invaded her mouth. It explores thoroughly before teasing her tongue and leading it out to play as well. When it does she captures it and sucks on it gently.

Faith moans louder, her hands finding their way under the redhead's top to bare skin. Willow works her body onto the rogue's more fully as she groans as well. Getting lost in the calloused hands.

Finally needing air she lets go and leans her head on Faith's shoulder. "Shit Red!" Faith pants out, her hormones raging.

Willow smiles against her neck and begins to plant little kisses there. Her hand works its way between them. Faith grabs it before it reaches its target and Willow whines, then pouts. "Meanie."

Faith puts her hands on the redhead's face and looks into her eyes, "Listen okay." Willow nods. "I want you so bad-" She smiles but Faith rolls her eyes. "We need to wait." She growls as Willow wiggles a thigh between hers. "Damn it woman. You're not makin' this easy."

Willow kisses her lips as she presses her thigh in tighter against Faith's center. Faith gasps and closes her eyes. "It would be so easy we just-" she lets her lips drop back to the rogue's neck and licks and kisses there.

Faith's body hums louder as she continues to try to do the right thing. "Please Willow-"

Hearing her whole name from the woman's lips stops her. She lets her hands fall away from the Slayer and moves her head to her shoulder. She begins to sit up slowly, then stand as she fights to stop tears. Faith, confused, stands too. "I'm sorry." She turns to leave.

Faith puts a hand on her shoulder. "Hey-" she turns her to face her. She puts a hand on each side of her face and makes the redhead look into her eyes. "This will happen-count on it, just not yet."

"But I don't get why you want to wait."

"It's what we both need." She looks down as she admits something she never has before. "I need slow too Willow." Willow nods at her words. "I want to know what it's like to make love, not just fuck." She is suddenly close to tears.

Willow pulls her in close and holds her tight. She presses her lips to her hair. "Under the stars?" She asks with a smile. Faith pulls back and looks at her unsure. "When we make love-can it be outside under the stars?"

Faith smiles, "Anywhere you want." They stand quietly in each others arms.

* * *

In the house later, breakfast over, Dawn and Kennedy look at Buffy. Dawn finally speaks. "Buffy can we talk to you?"

"Sure-what's up?" Like I don't know. She thinks to herself.

"Can we talk in the living room-or maybe outside?" Kennedy asks.

Remembering Faith and Willow are still outside she speaks, "Living room works for me." She starts that way and the teenagers follow. When they all get in the room Buffy sits in the chair closest to the television and the teens sit on the couch side by side. "So start talking." She looks from one to the other.

Kennedy looks at Dawn and Dawn looks at her. It is the older who speaks after nervously rubbing her hands on her thighs. "We just wanted-well we were just checking to see if it would still be okay for us to share a room?"

Buffy smiles, "You're kidding right?" She looks at them like they've grow horns or antlers.

Dawn protests, "Buffy it's not like we're gonna do anything but sleep."

Buffy holds in a laugh, "How silly do you think I am? I saw you making out on the cot in the basement-I can't even imagine-" she shakes her head. "I don't even want to imagine what you'd do if you had a whole bed."

Both blush at her words. Kennedy looks at the Slayer, "I give you my word. Sleeping in the bed-that's it."

"We won't even kiss there-well except maybe goodnight. We'll just snuggle." Dawn promises her sister.

Buffy looks from the young Potential Slayer to her sister, then back-her eyes lock on the chocolate of the would be, "Define snuggle."

"Ah-cuddle, like spooned together and stuff." Kennedy supplies.

Buffy eyes her sister, "And if I catch you doing anything else?"

Dawn looks at her, "Then she moves out."

"The first time, you understand?" Buffy looks at them.

They both nod, amazed she agreed. Dawn gets up and hugs her. "Thanks sis."

Buffy grins, "Happy birthday." She rolls her eyes.

Dawn hugs her again. Then moves back to Kennedy who is now standing as well. She slip her hand into the hand of the Potential. "Not so fast. You, I want to talk to."

"Buffy-" Dawn starts to complain.

"I'm not gonna threaten her or anything. It's Slayer stuff."

Dawn rolls her eyes, not really believing her, but lets go of the girl's hand. "Meet you outside?"

"Yep at the swing." Kennedy suggests.

"Backyard might be a little crowded." Buffy says.

"Crowded?" Dawn asks.

"Willow and Faith were talking earlier."

"Willow and Faith?" Dawn asks. Buffy nods. "About what?"

"Ah, I think Will should tell you."

Dawn smiles a little at the words, "She likes her?"

Buffy kinda nods, "Talk to her."

"I will." She leaves the room and as she does Kennedy sits back down.

Kennedy looks at Buffy, "I don't know what else I can do. I like her, I'll try my best not to hurt her and nothing's gonna happen in that bed but sleep."

"Good-so wanna help me plan her birthday party?" Buffy asks with a smile.

Kennedy smiles, "You got it. How much time we got?"

"Day after tomorrow." Kennedy makes a face. "What with the apocalypse and all the Bringers I forgot."

"I can work with it. Let me call some people."

"Call people?" Buffy asks, a little confused.

"Caterers-some place to throw the party." Kennedy says.

"No-we'll do it. It's a family thing." Buffy says.

Kennedy makes a face, "I'm not so good in the kitchen."

Buffy smiles, "You can be in charge of decorations and keeping her outta the way, so it can be a surprise."

Kennedy smiles, "Can definitely do that."

"Thought maybe I could talk you into it."

"Can I go now?"

"Go-play kissy face with my sister." She rolls her eyes.

Kennedy grins and almost runs from the room.

* * *

Outside Dawn is sitting on the swing talking to Willow. Faith has gone inside to shower so they can go to breakfast. "How'd it happen?" Asks the teen.

"I'm not sure." She shrugs. "But it did."

Dawn smiles, "So it's a good thing Buffy let Kennedy move back in my room."

Willow looks unsure on two fronts- "Ah, no-we're not gonna-Buffy is letting Kennedy stay in your room with you? Is she insane? I should talk to her." Willow stands but Dawn takes her arm.

"Wait-we promised we'd be good." Dawn tells the redhead.

"You'll try but-Dawnie-" She looks at the teen. "Slow okay?"

"Yeah. Slow. Relax I'm not just one big hormone you know, like a horny Slay-" she lets the sentence die as she looks back at Willow. "She isn't a Slayer yet."

"I'm not sure it matters." Willow smiles.

Before either of them can continue the conversation, Kennedy walks toward them. "There's your Slayer." She grins at the teen.

"My Slayer," she says softly. "I like the sound of that."

Kennedy puts an arm around her when she reaches them. Willow smiles, "Think I'll go find mine." She winks at Dawn and leaves.

Kennedy presses a kiss to her lips, "Find her what?"

Dawn smiles, "Her Slayer."

Kennedy smiles. "What do you wanna do now?"

"Kissing is nice." She kisses her again.

"It is," she agrees as she leads the teen to the swing. They sit down and as they do they begin to kiss.

From inside the house Willow smiles as she looks out that them. She smiles even more as she feels arms wrap around her waist. "Whatcha lookin' at?"

"Nothing," she smiles, then turns into the Slayer's arms.

Faith looks out and sees the teenagers there. "Spying on little D?"

"Not exactly," she says. "Hope they-"

Faith stops her with a soft kiss, "Let'em have a little fun-be kids."

"I don't wanna get hurt."

"Can't stop that," Faith says. "It happens, it makes you stronger." She kisses her again. "Now did you say something about buying me breakfast?" She smiles.

"Seems like I might have mentioned that?" She kisses her again and then takes her hand.

They go out the back door and passed the kissing teens. Faith grins and then gripes, "You might wanna come up for air."

They break the kiss, Dawn blushes and Kennedy glares at the once rogue Slayer. "Go away," Kennedy says with a grin.

"Later," Faith calls back with a smile as they go through the gate.

"Where were we?" Questions Dawn with a smile.

"Right about here I think," she leans in and just before their lips meet you hear Buffy call.

"I need all the Potential Slayers in the basement for training-now!"

They both roll their eyes, "Damn," complains the older girl. She presses a quick kiss to her lips and stands. "Sorry."

"I'll see you later." Dawn touches her hand.

"Definitely, maybe a movie?" Kennedy grins.

"Maybe." They share another kiss.

"Kennedy, get your ass in here." Buffy yells.

"Gotta go," she kisses her and jogs toward the house Dawn watches her and smiles.

In the house Buffy smiles as she sees her run.

Chapter 8

Dawn groans a little and stretches. Her eyes opening slowly and she smiles as Kennedy's face comes into focus. "Morning," she says roughly, her voice still full of sleep.

"Morning." She kisses her softly.

"Like waking up like this." Dawn's eyes drift closed again. "One more kiss?"

Kennedy unable to deny her what she wants leans down and kisses her once more. It is brief and fleeting almost teasing. "Open your eyes."

"Don't wanna go to school." She says pouting.

Kennedy smiles, "What if I told you, you don't have to?"

Dawn smiles as her eyes open, "Really?"

"Really. I got the whole day planned for your birthday. All we have to do is slip past Buffy and we're clear."

Dawn grins, "I got that covered. I used to do it all the time."

"You did huh?"

Dawn nods, "Just get dressed and leave like I'm suppose to and then-" she lets the sentence hang.

Kennedy smiles, "So I know your secret now." Dawn's hand begins to caress her back, as she reaches up for the older teen. "Feels nice."

"Come down here."

Kennedy lets her body rest again Dawn's but speaks softly, "This would be breaking rules we promised not to."

"But it's my birthday. We can break'em just this once." The teenager's eyes plead, along with her words. She strokes her hands firmly over Kennedy's back, causing their contact to increase. "Please?"

The young Slayer-to-be lets her eyes close at the feeling coursing through her. She forces them back open. "Dawnie-" before she can protest any further Dawn's lips find hers. Kennedy moans as the young girl takes her bottom lip between hers sucking gently, then letting go. Kennedy, giving into the want she feels does the same. They spend minutes-maybe hours repeating the process. Time loses all meaning. Soon lips are opening and closing together as they both moan. Hands begin to caress on top of clothes their tongues battle together, soft moans fill the room. Kennedy finally pulls away her head dropping to Dawn's shoulder. She struggles to pull air into her lungs as her chest heaves. "We gotta stop."

Dawn smiles as her lips move to Kennedy's neck and she turns her under her. "Don't wanna." She breaths out against wet skin and the Potential shivers. Dawn smiles, "Like that?" Asks the younger girl as her lips nip and kiss down her neck.

Kennedy's head falls back as Dawn begins to suck on her pulse point, but her eyes fly open as she feels Dawn's tentative hand slip between them and start up her body. Gasping she grabs the hand stopping its movement. "Okay-stopping now." She sits up, then decides as her actions end up with Dawn on her lap that maybe it wasn't a good idea. "Shit." Her breathing still fast.

Dawn looks unsure and a little hurt. "You don't-did I do it wrong?"

"Wrong?" Kennedy smiles and presses her lips to Dawn's in assurance. "Trust me, definitely not wrong."

Their eyes meet as Dawn starts to smile just a little. "Then why are we stopping?"

Kennedy leans her forehead against the younger girl's as she lets her hands caress her back. "Cause stopping-was gonna get really hard if your hand reached it's target." Dawn nods her understanding. "Come on-up and shower, then get dressed for breakfast like nothing's going on." She says softly.

Dawn smiles, "Okay, but one more kiss?"

They share a soft kiss, then without words she slides herself from Kennedy's lap. The older girl watches as the younger gathers her clothes. As the birthday girl reaches the door, the Potential speaks. "Happy Birthday Dawn."

Dawn flashes a smile, "It definitely is." She slips out the door.

Kennedy flops back onto the bed. "Damn girl what you do to me." Her heart still pounds and her eyes close as she lets her mind take her where Dawn's hands would have.

* * *

Downstairs Willow and Faith are kissing-ignoring the Slayers-to-be that whiz around them fixing cereal and toast. Finally Willow pulls away from the rogue's lips as she hears Xander clear his throat. He grins as they look at him, "If you don't want me picturing bad things then you shouldn't do that in front of me." He informs them.

Faith smirks, "Makes me think bad things too Xan-Man." She groans as Willow pokes her in the side playfully. "I'm playing woman!" She eyes Willow with a mock glare.

The teenagers leave with their food as the banter continues. "I'm thinking about buying-" Xander starts but Willow stops him-poking him in the side as well. "What?" He questions innocently.

"The words camera or video better not finish that sentence." She scowls at her friend.

He feigns hurt as Buffy comes down the stairs, "Willow I would never-"

Buffy rolls her eyes and quips, "Yes you would."

Xander glares at the three women. "Okay, I would- but I wasn't."

"Right," Faith smirks. "So what were you gonna buy then?"

Dawn and Kennedy bounce down the stairs talking softly, rescuing the man. Buffy looks at her sister, "Morning birthday girl."

"Thanks," smiles the teen.

"Remember-big plans for after school so straight home." Buffy adds.

Kennedy bites her lip and looks at the Slayer, "Ah-about that-since she has school and we won't be able to do anything special. I was wondering if maybe-if I could pick her up from school and maybe-we could do something? -I'd have her back here by 6-6:30?"

Buffy looks at the teens and finally nods. "Okay, 6:00, and don't do anything that'll get you-just behave."

Dawn smiles and hugs her sister. "Thanks."

They start for the door. Buffy looks at her sister a little puzzled. "Ah-Dawn backpack?"

"Oh! Shoot-upstairs." She lets go of Kennedy's hand. "Be right back." She jogs up the stairs.

Buffy looks at Kennedy, "So, she bought it?"

"Totally." Kennedy grins.

"Good-you be careful. You have a stake?"

"Never leave without one." Willow looks at her outfit unsure and the young Potential smiles. "It's in my backpack on the porch."

Buffy looks at her again, "Oh-just a reminder-Slayers have really good ears."

Kennedy looks confused. It is Faith's words that make her understand, "What she means is we heard the moaning earlier."

Xander pales, "I didn't need to know that. Bad- bad pictures. Make'em go away."

Buffy growls softly as Faith grins and Willow blushes. "I'll make'em go away."

Kennedy looks toward the Slayer, "Nothing happened-just some kissing."

Dawn jogs down the stairs with the backpack hearing part of the conversation. "And it was my fault. I kinda used the 'its my birthday trump card.' It won't happen again." She looks at her sister.

"Make sure it doesn't."

Dawn nods and takes Kennedy's hand, "Ready."

"Yep, we hurry we might even have time for a mocha before you have to be in class." They smile and go to the door and out.

As the teens leave and the door closes behind them the adults smile at each other. "Did you see the look on her face? She thinks we don't know they're cutting out for a fun day."

"Yeah, she thinks she tricked you," Faith smiles.

"But she's gonna be all surprised-let's get the decorations up." Willow smiles.

"K isn't gonna get all distracted by teenage hormones and forget when to bring her back is she?" Faith asks as she gets the things from the cabinet.

"In theory," Buffy says as she smiles. It fades just a little, "Damn apocalypse just better wait it's turn and not spoil her birthday or I'm gonna be seriously pissed."

The others smile shaking their heads. "Oh-" Faith looks at the blonde. "Who's picking up the cakes?"

"We are sweetie," says the redhead as she lets her lips meet Faith's.

Faith pulls outta the kiss and growls playfully, "Don't call me that. I am not sweet. I'm a bitch." She smiles at those in the room. "Ask anyone."

Willow rolls her eyes, "Right."

"She is," Buffy volunteers.

"Thanks-see." She then turns frowning at the blonde.

Buffy acts all innocent, "I'm just agreeing with you."

Willow pulls the rogue by the waist of her tank top toward the living room. "Come help me hang the banner."

Faith follows willing though she pretends to think about it. Acting like she wants to argue with the Slayer.

"She's so whipped already," grins the blonde.

"Hey!" Protests the dark Slayer. "I heard that."

Xander smiles and nods as he hands Buffy the table cloth.

* * *

Dawn and Kennedy are sitting at the Espresso Pump drinking mochas. "This is so much better than school." Dawn smiles as she lets the fingers of her free hand lace with Kennedy's.

The Potential smiles. "This is just the beginning."

"Yeah-so what's the plan?" Dawn leans forward to listen.

"Well, I have a couple really. Thought I'd tell you and then let you pick."

Dawn's smile broadens. "Me?"

"It is your birthday-you should get to decide how you want to spend it." She lets her other hand caress Dawn's cheek.

She leans into the touch and lets her eyes close a little before forcing them open. "So if I wanted to get a room and make out all day we could?"

The Potential smiles at the thought but shakes her head, "There is definitely making out on the list but not all day."

"Why not?" Dawn asks unsure.

"Cause making out all day would drive me too crazy and we'd do things we shouldn't."

"But you said I get to decide?"

Kennedy leans in and kisses her lips softly. "You do-now listen to what they are so you can pick between the two." Dawn rolls her eyes but nods. "First, mochas are on both lists."

"You actually made lists?" Dawn raises an eyebrow.

Kennedy takes them from her pocket and smiles.

Dawn reaches for them, "Let me see." She takes them and opens them one at a time reading them. She looks at her girl. "This one." She hands it back to her.

Kennedy smiles as she reads it, "This one is my favorite too." She points toward the bottom of the list. "And see right here-making out."

Dawn nods, "I see."

Kennedy stands, "Ready to go?"

Dawn stands beside her, "Sure you won't change your mind?" She whispers in her ear.

Kennedy rolls her eyes. "Lets go birthday girl." They join hands again as they walk away.

* * *

At the house Willow is looking up at the banner that screams 'Happy Birthday'. She smiles as she feels arms wrap around her waist and lips on the back of her neck. "I'll give you all day to stop that." She leans her head forward so her Slayer has more room to kiss.

Faith pulls her lips away after a few more kisses. She leans her cheek against the redhead's and smiles. "You did good."

"We did." Willow smiles at her. "We're a pretty good team."

"I think you could be right 'bout that Red."

Turning in her arms she kisses her softly. "Wanna go get the cakes now?"

Faith shakes her head. "Nah, plenty time for that." She kisses the witch, letting her lips slowly open and close.

With a low moan Willow follows her lead-their lips moving together. When they separate she asks in a whisper, "Couch?"

Faith nods, letting their lips join again as she walks her backward toward it. When the redhead feels her knees hit it she sits down slowly bringing her rogue with her. The dark Slayer straddles her, sitting on her lap. She finally breaks the kiss panting-her heart racing. She puts her hands on Willow's cheeks and whispers, their foreheads meeting, "Remember the talk the other day?" She presses a kiss to her lips then pulls back waiting for an answer. Willow nods. "This waiting-way harder then I thought."

"But worth it," Willow smiles.

"Got that right," the Slayer nods, but then smirks. "Gets my motor runnin' ya know?"

"Definitely know." She grins up at her as she lets her hands roam the rogue's back. "Could kiss you all day." She leans letting their lips touch again, then pulls back.

Faith growls playfully. "Teasin' me," she leans for more kisses, "will get ya in trouble witch." She smirks as she lets her hands caress down her redhead's sides.

Willow moans softly, her eyes closing, as Faith's fingers play on her body. "Not afraid of you." She plays back.

"Not huh?" whispers the rogue into her ear. She lets her lips nibble on the lobe causing another moan from the witch. "We'll see about that." Faith gets an evil glint in her eyes.

Willow grins thinking she has won, but that grin turns to giggles as the Slayer's fingers stop caressing and begin to tickle instead. "Oh-that's so not fair." She tries to wiggle away from the woman on her lap but has no success. They end up tangled together on the couch. Lying in each others arms, the tickling stops.

Faith looks into her eyes, Willow out of breath from the tickling looks back, her chest heaving. "Damn-you're beautiful Red." The Slayer states and Willow smiles, blushing just a little at her words as she bites her bottom lip. "And when you do that-" she stops her words. She leans in and kisses her girl again letting her tongue snake out to brush against that bottom lip. Willow moans as she lets the muscle in to explore.

* * *

Dawn and Kennedy walk around the park hand-in-hand, backpacks slung over their shoulders. Kennedy smiles, "Almost blew it with the backpack thing." Dawn nods. "I wasn't thinking though or we could have left it on the porch when I picked up mine. Carrying books around all day isn't gonna be fun."

Dawn smiles, "It's not books."

"No-what you got in there?"

"Surprises-for later. How about you?"

Kennedy smiles, "Looks like we'll both have surprises." She kisses Dawn softly as they stop walking. "What do you wanna do first?"

She looks toward the merry-go-round horses and smiles at Kennedy. "Mom use to bring me here when I was little-we'd ride."

The older teenager smiles. "Come on."

The run across the park to the ride and set the backpacks down as they climb onto the wooden horses. They sit side by side as the ride starts. Dawn smiles and looks at her girl. She mouths the words thank you over the noise of the music. Her girl mouths back you're welcome as she takes her hand.

* * *

At the house the rogue and the witch are still tangled together kissing on the couch. Buffy walks in and rolls her eyes. "You two planning on stopping the kissing anytime today?"

The couple on the couch continue their activity unaware there is anyone else in the room or so the blonde Slayer thinks. She mumbles to herself. "Must be nice."

"Really nice," grins the rogue before she starts another round of slow, leisurely kisses.

* * *

The couple at the park are riding the merry-go-round for the third time. This time however they are sitting in the carriage-type seat. They are the only ones on the ride this time around and out of the view of the operator they kiss softly. As the ride continues so does the kissing, soft playful kisses have become longer, more intense and soon tongues are battling back and forth from one mouth to the next. Dawn moans loudly as Kennedy capture her tongue and sucks on it. She finally lets it go and the younger teens eyes open. "Wow-" she breathes out finally when words are able to form. "Can we do that again?"

Kennedy smiles and nods, but then plants a soft kiss on her lips instead as she feels the ride begin to slow down. "Later."

Dawn nods as she sees little kids with their parents walking toward the ride. "Promise?"

Kennedy smiles, "Count on it." The ride stops and they get out hand-in-hand. They pick up their backpacks and walk toward a bench. "What now?"

Dawn smiles as she lets an arm slip around her girl's waist. "Ice cream."

"Ice cream before lunch?" Kennedy raises an eyebrow playfully.

"Well since I already cut school-thought I'd just really be a rebel."

Kennedy smiles and kisses her briefly. "Ice cream it is."

* * *

At the house Willow and Faith have switched positions slightly. The redhead is now slightly on top of the brunette, their lips still joined as they open and close together. Finally needing air they break apart slightly, heads leaned together. Faith touches her cheek with her hand and the redhead leans into it. "Thinkin' that kissing all day thing you said earlier-I'm in if you are."

Willow smiles, "So you're liking the no hands approach?"

"Hell no-well maybe-just sayin' I like this too." Willow bites her bottom lip again as she thinks about her words. Faith growls and leans in to take the lip between her, sucking on it gently. The redhead moans. "Warned you about that," she pants out as she finally lets it go. She press a soft kiss to it.

Willow grins around a blush, "Yes you did." She lays her head against Faith's chest. Willow lets a hand caress the rogue's shoulder and arm. "You'll tell me if you need more right?"

"I'll tell you Red." She presses her lips to redhead. She seems in deep thought. "You okay with this?" She raises the girl's head with her hands so that their eyes meet.

"More than okay." She leans in and kisses her chastely. "We need to go soon and get the cakes."

"Yeah, interrupting our kissin'-I think we should get at least half of the chocolate cake." Both grin and a few seconds later the kissing starts again.

* * *

In the park Kennedy and Dawn are finishing up their ice cream. "You're dripping," says the birthday girl and without thought leans forward and licks the cone in Kennedy's hand. Kennedy fights to suppress the moan that tries to escape her lips. She leans in and kisses Dawn. The Potential's breathing suddenly hard to control. The younger teen looks a little unsure but smiles. "What was that for."

Kennedy licks her own suddenly dry lips. "Ah-saving my ice cream." She bites her bottom lip as she looks up at her girl. Her eyes dart around the park, "This way." She starts toward a building to their right.

The teen giggles and follows her girl. They move to the far side of the building, Kennedy drops her cone in the trash can as they pass and takes Dawn's doing the same. "I'll buy you another one." As soon as they are out of sight, she grabs the backpacks and drops them to the ground, her lips are on Dawn's and the younger teen finds herself pressed firmly against the building. Kennedy moans as their bodies touch.

This kiss is hard and needy-Kennedy's hold on doing the right thing quickly fading. Dawn moans too as she feels the Potentials hand on her body between them. The moans finds its way into the foggy brain and she slowly pulls her hand and lips away.

Dawn groans, "You're stopping?" She lets her head fall back against the building. "Why?"

Kennedy takes a deep breathing trying to get control back. She looks around, "Here?"

Dawn nods, "Here's fine." She looks around and back at her girl. "And kissing is nice but I want-" she stops and blushes a little. Instead of words she takes Kennedy's hand in hers and puts it on her stomach. Both look down at it.

Kennedy looks up, "We have rules-"

Dawn nods, "Room rules-but we're not there."

Kennedy nods, "True-but." She licks her lips. Dawn leans in and licks her girl's lips, then grins as she pulls back and sees the want in the Potentials eyes. "Shit. Okay, but there has to be rules." Her eyes almost begging.

Dawn sees her struggling to stay in control. "Only one-keep your hands above the waist and we're good."

Her mind runs wild with the freedom she's been given. She shivers at the thought. "Need more." Dawn shakes her head. Kennedy nods as she leans against her, her head on her shoulders. "We so do." Her breathing is getting faster again.

"Then tell me-what else." Dawn kisses her hair as her arms encircle her.

Kennedy raises up, looking into her eyes as she lets her fingers play with Dawn's bare skin between her shirt and jeans. "On top of clothes," she groans out. "Okay?"

"Okay." Dawn nods as she feels the electricity at the touch. Kennedy pulls her hand away.

Their lips meet in a slow soft kiss that gets hotter and hotter as their lips move together. Soon the Potential's studded tongue is invited inside. She caresses Dawn's-brushing against the top and the bottom before slipping back out and enticing the teen's to follow. When she does, Kennedy captures it and sucks on it greedily. Both moan-Dawn's hands press firmly to the Slayer-to-be's back. Finally Kennedy releases the muscle, gasping for air. Dawn's head falls to her shoulder as she tries to draw air into her lungs as well.

Kennedy lifts her head, she presses a kiss to Dawn's lips, then across her cheek-her jaw line and finally reaches her ear. "You taste so good." The hand on Dawn's stomach inches higher brushing across the shirt.

The taller girl moans as the older girl's lips kiss down her neck-and then her studded tongue starts to lick a trail back up. Kennedy's hand finally reaches it's goal. She cups Dawn's breast gently and she moans too as she feels her press harder into her hand. "Goddess-" mutters the birthday girl as she feels Kennedy's lips on her skin again. She drops her head on her girls shoulder. "Feels amazing," she whispers in the Potential's ear.

Kennedy's hand stays unmoving against her, "You okay?"

Dawn nods against her, "More than okay-" she gasps and then moans as she feels Kennedy's hand begin to massage. "Yes-" she pants out before leaning into another kiss. Soon the rhythm of the older teen's hand matches the rhythm of their mouths.

As the kiss continues Dawn's hand seems to take on a will of its own as her body slips farther into a humming-euphoric state. It eases up Kennedy's back, then down her side, before finding its way to her stomach and finally her breast. The older teen moans into Dawn's mouth. Her body instantly on fire from the soft touches. The taller girl pulls her lips away and takes in deeps breaths of air, then whispers in her ear. "My turn." She lefts her lips trail down Kennedy's neck as she turns her against the wall.

Kennedy groans as Dawn's soft tentative touches continue to drive her insane. As the younger teen takes her flesh between her lips and sucks gently she gasps and shivers. Dawn hesitates. "Don't stop," she whimpers.

Dawn smiles against her neck and then licks the reddened area. She licks and kisses up her neck, then back down-Kennedy's hand and hers matching. Bodies press closer, a gentle rocking begins. Kennedy's eyes open and she pulls her body away as she realizes this. Hands now are at their sides. The only part touches now are their foreheads. "We stopped."

"Oh, definitely stopping-calling time out-whatever the hell you wanna call it." Kennedy smiles as her lets a hand tangle in Dawn's hair. "Driving me crazy."

The younger teen smiles a little proud of her first real make out session. "So I did it right?"

Kennedy smirks and nods gently, their heads still touching. "Anymore right and we would've had a problem."

"Problem?" She asks her Potential unsure.

"Oh-yeah, would've broken all the rules."

Her girl looks at her with a slight blush and a little smile, "Would've been okay."

"Not yet." She kisses her softly. "It's gonna happen, just not yet."

"When?" Pouts the younger girl.

"When it's suppose to."

Dawn rolls her eyes, "When's that-when I'm 18?" She frowns.

"Hell no," she smiles. She touches her face.

"How will we know?" Asks Dawn.

"Well first-we won't be outside." They both grin and share a kiss. "And second-it'll feel different."

"Different how?" She asks her girl.

"Trust me, you'll be able to tell."

"Okay," Dawn lets her hand caress down her cheek. Kennedy leans in to the touch. "Time out over?" She grins.

She takes her girlfriend's hand and smiles, "Thinking it's time for lunch."

"Hot dogs from the cart?" Dawn asks with a smile.

"Nah, got something else planned."

"Picnic?" Asks the former key.

"Maybe this weekend if the baddies stay away-well and it's okay with your sister."

Dawn looks unsure, "Then what?"

"Come on, I'll show you what's in the backpack." Kennedy grins. They walk hand-in-hand towards the next building.

* * *

At the house, Buffy and Xander are putting tubs of ice cream into the refrigerator. They look towards the backdoor as it opens and sees Willow and then Faith. The Slayer has eight cakes in her arms. "Where you want these B?"

"Counter is fine." She takes the top four and helps her put them on the counter.

Xander grins, "I'm glad you found time to go get them."

Buffy joins in, "Yeah-cause I know you had a very busy morning and afternoon."

To their surprise it is Willow who answers, "Damn straight. We had lots of smoochies we had to work in."

Faith grins and it turns into a smirk as she steps to her witch, "We had a deal remember?"

The redhead grins, "I remember." She presses a soft kiss to her lips. "Just let me wrap Dawnie's present."

Faith kisses her lips and playfully grins, "Meet me in my room?"

Willow blushes a little, "I was thinking the swing-but that works too." She kisses Faith and goes up the stairs.

Faith looks at the others with a little shock and uncertainty in her eyes. "What's wrong?" Asks Buffy.

"She wasn't suppose to say yes. She was just suppose to roll her eyes and blush-then tell me no."

"Will's kinda unpredictable that way." Xander smiles then frowns. "Ah-I'm gonna go-get Dawn a present."

Buffy looks at him unsure, "You got Dawn's present."

"Okay-then I'm just going somewhere not here. Here will only get me in trouble." He blushes as he goes out the door.

Buffy and Faith both laugh. "Poor guy." Buffy giggles.

Faith smiles, "Nothing's gonna happen." She assures the blonde.

"Right." Buffy smiles as she nods.

"It's not," Faith insists. "We decided to go slow."

Buffy looks at her unbelievingly. "Who decided?"

"We did-Red and me. We decided together."

Buffy nods serious suddenly, "Slow is good."

"Wouldn't have believed you before, but I'm likin' it so far." She grins and jogs up the steps.

* * *

Dawn and Kennedy stand hand-in-hand outside a lavish restaurant-the most expensive in Sunnydale. Both have changed clothes to meet their dress code.

Dawn has on a short black skirt that hugs her curves and hits her mid thigh and a white blouse that shows just a little cleavage.

Kennedy is wearing black dress pants and a white blouse as well. She can't seem to take her eyes off her girl as they walk towards the door.

Dawn tries to form thoughts, "This is-you shouldn't have-it's-is it even open during the day?"

Kennedy smiles and kisses her briefly. "It is if you know the right people to call." She smiles at Dawn as the door is opened for them. They walk inside holding hands.

"Miss Kennedy-I haven't seen you since my days in the Hamptons." The owner smiles.

"Mr. Michaels, it's nice to see you again as well."

He shows them to the best table in the house, he pulls out the chairs for both and they sit down. "Should a bring a wine list -or should we just start with the first course?"

Kennedy smiles at Dawn, "A little wine for the birthday girl?"

Dawn smiles but shakes her head, "But thanks."

Kennedy smiles at Mr. Michaels as she squeezes Dawn's hand. "The first course then please."

"At once." He leaves them.

"This is unbelievable."

"I wasn't sure what to get you so-" she blushes a little.

"This is definitely nice present." She leans in and kisses her.

Mr. Michaels returns with two salads that he places before each of them. "Enjoy." Again he leaves.

Dawn watches Kennedy as she looks at the forks. "I could never remember which one-I always got in trouble for it when I was a kid."

Dawn smiles, "Well since I don't know-you won't get in trouble so just pick one."

Kennedy smiles and picks up the closest fork and they both begin to eat.

* * *

At the house Willow walks to the open door of Faith's room and knocks on the frame. The rogue Slayer looks up nervously from the bed she sits on. "Ya don't hafta knock Red."

Willow smiles and walks in, she too is a little nervous. "I wasn't-I just didn't wanna-it is your room."

Faith gets up and walks over to her. "Nervous huh?"

Willow grins but nods. "Haven't been in a girl's room for a while."

"We can go outside-kinda like the swing."

"Here's fine." She steps closer to Faith and lets their lips touch.

Faith brushes hers back and forth across the redhead's. She pulls back and smiles at Willow's closed eyes. "So wanna see if we can kiss for the rest of the day?"

"Kissing's nice." She lets her arms go around Faith's neck.

The Slayer puts her arms around her witch's waist. "Ya okay with the bed or ya just wanna-"

Willow looks into her eyes, "We can kiss on the bed."

"So-kissin' on the bed, Right." She takes her redhead's hand and leads her there. Faith sits and Willow sits next to her.

"This okay?"

The rogue smiles, "Works for now." She leans in and kisses her softly.

* * *

Later, the restaurant is filled with soft, slow music as Dawn and Kennedy finish the main course of the meal. Kennedy smiles as Dawn looks up at her. The Potential stands and holds out her hand. "Dance with me."

The birthday girl smiles and takes her hand as she stands. They walk to the empty dance floor. Kennedy pulls her girl close. "This is so amazing-" Dawn breaths out. "You sure know how to sweep a girl off her feet."

Dawn speaks softly without looking at the other teen, "Sure you haven't done this before?"

Kennedy looks a little uncomfortable, her mind racing as she tries to think of the right words to say. Dawn gets a lump in her throat as she listens to the screaming silence.

Chapter 9

Kennedy's words surprise even her as she stops, realizing what she has said and waits for the disbelief or the angry words. The potential feels the breath she didn't know she was holding release when she sees the play of emotions in the younger woman's eyes and on her face, then sees her eyes mist up.

Dawn starts to speak, surprise evident on her face. "You love-" she stops as she feels Kennedy's fingers on her lips.

"I do." She says softly. She moves her fingers and cups Dawn's cheek tenderly. "I love you, Dawn Summers."

Dawn can't find the words, instead she leans in and kisses her gently - feather soft, then is finally able to whisper in her ear- "I love you." She lets her lips fall to Kennedy's neck as she brushes kisses there as well. She lays her head on her girl's shoulder as the music continues to play.

* * *

The house finds Willow resting in Faith's arms as they lie on the bed kissing. Lips move together slowly, soft moans fill the air as the kiss is deepened, the Slayer's tongue finding its way into the redhead's mouth to explore. It caresses under and over before enticing Willow's to follow hers out, where she captures it with her lips and sucks gently.

Willow's moans grow louder and her hands begin to explore Faith's back on top of her shirt. Letting herself go, her hands move to the Slayer's sides-brushing up and down there firmly.

Finally needing air, the rogue lets her tongue go, pressing a soft kiss to her lips as she pants in oxygen. Her forehead leaned against the redhead's she opens her eyes and smiles at the gasping raise and fall of the other woman's chest. She relaxes into the hands stroking her body and moans as Willow hits a sensitive spot.

Willow leans into her lips, kissing, then pulls back as she lets her hands caress the same spot over again with mirrored results. "Like that sweetie?" Faith nods, their foreheads still touching. She strokes it again and again before she moves her hands away, only to hear Faith groan in complaint.

"Don't stop." Her breathing is ragged as she pushes herself into the redhead's hands.

Willow opens her eyes and stills her hands, then waits for the rogue's eyes to open as well. Faith's eyes open and they meet darker green. Both smile realizing stopping is probably a good idea. "Just a little break, okay?"

"Okay." Faith lets her eyes close again as they lie quietly in each other's arms. The rogue lets her head rest on the witch's shoulder. A few minutes later, her fingers begin to caresses the redhead's shirt covered stomach.

"Thought we were stopping?"

"Stopping, right." She stills her fingers leaving them to rest there. "Stopped, see?" An innocent smile finding her face.

"I see," smiles Willow as she rolls her eyes, then giggles as she feels the fingers begin to tickle her. "Don't you da-" before she can finish her warning, she is laughing as the fingers poke and wiggle against her side.

"What did you say Red-can't hear you-someone's being really loud."

"I said you are in so much trouble!" She tries to tickle back, but Faith is able to capture her hands easily.

The rogue smiles as she lets her lips press against Willow's neck-then against her ear as she whispers. "Trouble huh?"

"I'm gonna-" her words die, turning into a soft moan as Faith's fingers slow-the tickling turning into soft caresses. "Goddess-" she gasps out as she rolls without thinking onto the once dark Slayer. Soon lips are moving against lips once more.

* * *

Dawn and Kennedy are in the bathroom of the restaurant getting ready to change back into their other clothes. Kennedy looks toward the stall, "Go on-I'll change out here."

Dawn starts toward the stall and then stops as she looks back at the other teenager. "We could both change out here-together."

"Dawnie," Kennedy smiles as the girl moves into her arms. "Not sure that's a good idea." She presses a quick kiss to her lips.

"It would be like seeing each other in bikinis." She reasons.

Kennedy smiles and shakes her head a little. "Not-not exactly."

"But mostly," Dawn gives her a little pout. "Please?" She pulls out all the stops.

"I'm going on record-I'm against this idea, but okay. I can't say no to that face." Kennedy steps back from Dawn and looks down at her own feet.

Dawn smiles and reaches to take Kennedy's hands in hers. "Wanna help me?"

Kennedy looks unsure and suddenly nervous. "Dawn," she squeaks out.

"Please?" The sad eyes return.

"Grrr-" Kennedy growls a little frustrated. "You are so gonna get me killed."

Dawn smiles, "That mean yes?"

Kennedy rolls her eyes playfully, "Like a have a choice." She lets her fingers play with the first button and then slips it through the hole. She does the same to the next and the next. The Potential's breathing speeding a little with each open button.

Dawn watches her face amazed. She lets her fingers touch her girl's face. "You okay?" She runs her fingers through Kennedy's hair as the girl takes in a deeper breath and nods.

She continues to open the buttons, one by one, 'til the blouse hangs loose against Dawn's body. "All done." She looks into Dawn's eyes before looking back to the floor.

"Your turn," Dawn says with a smile and her fingers go to the buttons on Kennedy's blouse.

"I-I can do it." Kennedy stutters out.

"Let me."

Kennedy licks her dry lips, "Okay," she breaths out as the younger girl begins to slip the buttons through the holes one at a time. When she's finished she brushes the back of her fingers along the exposed skin of Kennedy's toned stomach.

Kennedy gasps as she stops the hand holding it still, "Dawnie." Her eyes plead for the teen to stop. Her breathing is faster than before.

"I just want to-your skin feels so-" Dawn's eyes grow darker with each word. "I wanna touch it."

Kennedy nods, "Just- you gotta stop when I say."

"Promise." Dawn says softly as her fingers touch Kennedy's stomach again. She feels the girl's hitched breath. She lets her hand slide around to her Potential's back and the other joins it there as she steps closer and lets her lips touch Kennedy's before tracing them around her jaw line to her neck.

Kennedy moans softly, her body racing fast to a place it hasn't been in a while. Her arms pull Dawn closer still and her hands find her way under the teen's open blouse to trail along her sides in teasing circles. Her nails scraping gently.

Soon both are moaning a little louder as their lips find each other's again in a harder, hungrier kiss. Kennedy pulls away gasping for air and without thought begins to slide the blouse from Dawn's body. It hits the floor just as her lips find Dawn's neck. She begins to kiss and lick along the smooth column, her body pressing into the teen's.

Dawn's hands find Kennedy's blouse and it drops to the floor as well, landing next to hers. She moans louder as skin touches flush against skin for the first time.

The moan and feel of soft skin on skin register in the older teen's mind and she stops her lips. She takes a ragged breath as she tries to calm down. "Time out," she pants as her eyes meet Dawn's. "Damn." She mutters as she sees the panting girl smiling in her arms. She can't help but smile too.

"Wow," Dawn grins, her hands still touching Kennedy's back.

"Shit." Her body still trembles at the gentle touch. She takes a step back and removes Dawn's hands from her-she holds them. "What you do to me." She grins trying to get some control back. Dawn blushes. "Now you blush?" Kennedy laughs a little.

"Making out was on your list," she quips.

"Yeah-okay it was. But not here-half dressed in the ladies room of the only nice restaurant in town." She shakes her head.

"So where?" Dawn asks with a smile.

Kennedy shakes her head, "Please just go get dressed before I can't stop myself."

Dawn steps into her again, their bodies touching. Kennedy moans as she kisses her gently. Her eyes snap closed as Dawn's fingers brush up her sides and then slide back down. Kennedy tries to back away but Dawn follows until she finds herself pressed against the wall with nowhere to go. Dawn kisses her again and as their lips move together, Kennedy gives in, letting her hands roam the teenager's body.

Minutes or hours later, neither is sure, but things are about to come to a screeching halt, Dawn pulls her lips away and begins to kiss and lick down Kennedy's neck. She pulls soft skin between her lips and sucks gently. Kennedy moans and pulls Dawn tighter to her causing their positions to shift slightly. Dawn's leg slips between Kennedy's, her thigh contacting the Potential's center.

The Slayer-to-be cries out louder as she starts to rock against it without thought. As the movement gets a rhythm, realization hits and her eyes shoot open. She pushes Dawn away slightly and holds her there at arms length. "Okay, that's not happening."

Dawn looks at her confused and panting. "Huh?"

Kennedy tries to slow her breathing, her body screaming for release. She tries to ignore it as she moves across to her other clothes. "Just ah-just get dressed okay?"

Dawn shakes away the fogginess and looks at her rattled girl. "Okay." She worries, wondering what she did wrong.

She picks up her clothes and goes into the stall to change. A few minutes later they stand in the bathroom, both dressed. Kennedy looks into her eyes, "Ready to go?"

Dawn nods, "Yeah."

Kennedy can tell something is bothering the girl but she says nothing, she holds out her hand and Dawn takes it. "Time to finish the birthday fun." She forces a smile and so does Dawn.

* * *

Back at the house, Willow and Faith are still tangled together on the bed. The rogue looks into dark green eyes and smiles as she lets a hand trail up and down the redhead's arm. "Enough of a break?" She questions as she bites her bottom lip waiting for an answer.

Willow shakes her head slightly. "Ah, I think maybe we should ah-should go somewhere not here." She looks around at the room and then the bed.

Faith grins a little, "Probably should." She moves her hand from her girl's arm to her face and caresses it gently. "Ya know Red, these last couple of days." Faith stops and looks down.

Willow smiles and with her fingers her lifts Faith's chin so that their eyes meet. "I do know, they've been really nice."

"Yeah," her Slayer says softly.

"Slow was a good idea." Willow kisses her lips chastely, then begins to untangle herself from her girl. Faith stops her and wraps her in her arms. "Thought we were getting up?"

The brunette shakes her head slowly, "Wanna just hold you for a while, okay?"

Willow smiles, "Okay." She lets her head rest on her Slayer's shoulder.

The rogue's arms tighten around the redhead's waist as she changes positions and spoons around her witch. She lets her eyes close as she breaths in her scent-the shampoo-the bath oil -the woman underneath all the perfumes and she smiles. She presses a kiss to her hair as she snuggles closer.

* * *

Kennedy and Dawn are sitting on a bench, again in the park. Both have been quiet since leaving the restaurant. Kennedy lets her fingers brush over the back of the hand she is holding. "Dawn-" she says softly. "Are you okay? I didn't mean-I let things get too far and I shouldn't have."

The teenager looks up at her, "Too far?" Kennedy nods. "I thought-" she breathes a sigh of relief. "I thought I did something wrong."

The older teen shakes her head. "No, trust me. You didn't."

Dawn blushes, "Really?"

"Really. I'm trying hard not to rush you into something you're not ready for."

Dawn looks a little sad, "But I wanna be ready."

Kennedy grins at her girl, then kisses her chastely. "Wanna ride the merry-go-round again before we go?"

Dawn smiles and leans her forehead against Kennedy's, "Then can we go make out?"

"Um-I think we've done that." Kennedy says playfully.

"Rode the merry-go-round too," she counters.

"True," Kennedy touches her cheek with her fingers. "But that won't get me killed by two Slayers and a witch-a very powerful witch I might add. She really scares me." She makes a worried, pouty face.

Dawn begins to laugh and then, with a slight eye roll, stands. Kennedy stands beside her, then relaxes into the arms she feels surround her. "I won't let'em hurt you."

Kennedy grins against her shoulder. "Promise?" She says playfully.

"Absolutely," she kisses the top of her head. Kennedy raises up and looks into her eyes. Dawn leans into a soft kiss as she takes her hand. "Merry-go-round." They start that direction.

"Merry-go-round and then what?"

"What haven't we done on your list?" Dawn asks her girl.

"The pet store."

Dawn smiles, "Then we go to the pet store to play with the puppies and kitties and bunnies and oh those cute little ferrets ." Kennedy smiles at her words.

* * *

At the house, Willow and Faith walk down the stairs hand-in-hand. Buffy is pacing worriedly. Faith looks at the blonde, "Yo B what's got ya soŠ" she stops, unsure how to phrase it.

"Pacey?" The redhead adds.

"What if we forgot something?"

"No way-got food-that's all ya need for a party. Well except the booze but they're all under age so-no booze." She adds after a stern look from her redhead.

"Relax, she'll love it." Willow tells her friend.

Buffy nods and tries to stand still. She goes towards the living room a few seconds later and Willow and Faith follow. They watch her check and recheck all the supplies, food and gifts that are set out.

"We have ice cream right?" Buffy looks at them.

"Unless you ate it sweetie." Her best friend says with a smile. She lets go of Faith's hand and walks over to Buffy.

Faith grins, knowing Willow wants to talk to the blonde alone. "I make sure the ice cream hasn't disappeared-there might have been a ice cream demon while we were gone." She winks at the redhead and leaves.

"She's making fun of me," the older Slayer pouts.

"Maybe just a little," Willow agrees. She hugs her friend. "What's really got you worried Buffy?"

"I just want it to be nice-no bad guy surprises. Just once I want her to be happy."

The witch smiles, "She is."

Buffy rolls her eyes, "Are you about to say because she is in love cause if you are-" she frowns.

"I was gonna say because you let her miss school and spend all day with her girlfriend. Plus you let her think she's tricked you-and when she gets home there'll be more surprises. I think that definitely makes for a happy birthday."

Buffy smiles a little, "I guess-okay." She smiles at the redhead. "You're right."

"You are a very good big sister." Willow assures her.

"I just wish I could give her normal."

Faith comes back in on those words. "Normal's boring as hell B. Our gig - way more fun." She smiles.

The other two roll their eyes and the blonde looks at the redhead. "You sure you wanna date her?" She asks playfully.

Faith frowns, but it turns to a smiles as she feels Willow's arms surround her. "Positive." She kisses her girl softly.

"Just checking," the older Slayer grins.

The door opens and Xander comes in as Willow and Faith share another kiss. He groans, with present in hand, "Don't you too ever stop?"

The rogue and the witch separate. "We only kiss when we know you're watching." Willow teases.

Buffy and Faith laugh. Xander shakes his head.

* * *

At the pet store, Dawn and Kennedy look at the animals. The younger teen backs away from the snakes as the older grins. They move on to the rabbits and then to the ferrets before stopping to look at the puppies and kittens that are on display and can actually be touched.

Dawn reaches in and pets a tiny black and white kitten. She smiles as she thinks about Miss Kitty-whose disappearance still makes her wonder about Spike-and Clem.

"Like that one?" Kennedy asks as she lets a hand rest on Dawn's shoulder.

"He's a cutie." She smiles and then picks up the one next to it. "You're a cutie too."

"How about me?" Kennedy teases with a little pout.

Dawn blushes and then leans in, "Definitely cute-basically a hottie." She grins with a wink as she pulls away from her girl's ear.

Kennedy bites her lip and sighs. "About that making out?"

Dawn smirks, "Thought you were afraid of the Slayers and the big bad witch?"

"I kinda am."

"But?" The birthday girl asks with a raised eyebrow.

"Might be willing to take the chance." She confesses.

Dawn giggles and takes her hand, "Let's go look at the puppies."

"But-" Kennedy pouts.

"Later." She assures her girl as she leads her to the puppies. They play there, one little pup fights for Dawn's attention.

Kennedy picks her up. "I think this one likes you. Should I be jealous?" She mock scowls.

Dawn smiles and takes the pup from Kennedy. "Hi there little girl. Did you want some petting?" She scratches behind the dog's ears and gets her face licked in the process.

"I think she likes that." Kennedy smiles. Dawn giggles as she continues to play with the pup. She puts her back down and feeds her treats after she tries to roll over.

Kennedy slips away unnoticed. First she makes a phone call and then she talks to one of the employees. Just as Dawn begins to wonder what happened to her she wraps her arms around her waist. "Having fun?"

"Missed you. Where'd you go?" She leans into her body slightly.

"Made a phone call to arrange something. Ready to go?"

Dawn looks down at the little pup, "Gotta go girl. You be good." The puppy barks as they walk away and Dawn looks back sadly.

"She'll find a good home." Kennedy says as she takes her hand.

"I hope so." They walk quietly down the street. "What were you arranging?"

"The last surprise before we start back."

"Kennedy you didn't have-" lips stop her words.

"I wanted to-okay?" Dawn nods at her Potential's words.

They walk hand-in-hand down the sidewalk. Stopping in front of a boutique. "A little shopping?"

"Kennedy?"

"Just one outfit? I'll help you change into it." She raises an eyebrow.

Dawn grins and with a blush pulls her inside.

* * *

Buffy nervously looks at the clock. Xander smiles, "They'll be here."

Faith smirks, "Well unless they're making out and lost track of time." Willow elbows her in the ribs. "Ow-hey-okay. They'll be here." She rolls her eyes and makes a big production of rubbing her side.

"Big baby," says the redhead with a grin. "I barely touched you."

Faith smirks, "Save the touchin' for later-k? Unless you want'em all gawkin'." She wiggles her eyebrows. Willow goes instantly red and Xander groans.

"Buffy, please make them stop."

"Enough all of you." She eyes the adults and then the Potential Slayers-and Janice. "No more talking - shhh - or she'll hear you."

Everyone gets quiet and are still quiet five minutes later when the front door opens. Dawn looks around at her girlfriend. "Wonder where everyone went?" Kennedy shrugs. "You think they're okay?"

"I'm sure they are," she leads her toward the living room but Dawn hesitates. "Come on-we can snuggle on the couch before Faith and Willow claim it."

Dawn smiles and they go into the living room. The lights come on and everyone yells, "SURPRISE!" Just as they sit down.

Dawn looks around at her family and friends, amazed and then her eyes fall on Kennedy and then Buffy, "The two of you set me up." Both smile. She hugs Kennedy and kisses her softly, then stands and walks to her sister.

"Good birthday?" Buffy asks as Dawn hugs her.

"The best-and so are you." She hugs her tighter.

Buffy fights back a few tears at Dawn's words. "Happy birthday."

Around the room everyone talks and laughs. Faith sits next to Kennedy as Willow and Xander go to get the ice cream. "So have fun?" Kennedy grins and nods. "Looks like." She pulls at the collar of Kennedy shirt. "Better keep that covered so B doesn't go nuts on ya."

Kennedy blushes. "Thanks." She adjusts the shirt so the love bite doesn't show.

Faith winks as she stands. "Just remember what we told ya." She walks toward the kitchen to find her witch.

Dawn sits back on the couch with Kennedy, "What was Faith doing-threatening you?"

"Actually, saving my life for now-" she touches the collar of her shirt.

Dawn smiles knowingly. "Sorry about that, got a little carried away."

Kennedy leans in and kisses her lips softly. Buffy smiles at their soft kiss, "Come on, you can do that later-the cakes gonna be gone."

Dawn smiles at her sister and rolls her eyes. The three of them are the last in the kitchen.

Everyone stands around the table as Xander lights the candles. "Make a wish," says the blonde Slayer.

Dawn smiles and looks around the table, her eyes settle on Kennedy. Faith quips, "Like we don't know what she's wishing for." She gets another elbow in the ribs. "Woman." She growls playfully at the redhead. "You're paying for that one."

Dawn blushes a little and Buffy mock glares at the rogue. The birthday girl closes her eyes, makes her wish and blows out the candles-all seventeen. She looks up at Kennedy with a raised eyebrow and a little smirk, while everyone claps and whoops.

Buffy hands her a knife, "Come on birthday girl. Cake cutting time. Hungry Slayers present."

Dawn smiles and takes the knife, cutting pieces of cake while Willow and Faith dish out ice cream. Buffy smiles.

* * *

Later, after the cake and ice cream are gone everyone has piled back into the living room to watch her open presents. Dawn sits on the couch flanked by Kennedy and Buffy. Faith and Willow are in the chair, the redhead on her Slayer's lip. Xander sits in the other chair and all the Potentials are scattered around the room. Janice is handing the packages to the teen.

Dawn smiles as she opens them one at a time thanking the giver. Finally only three remain. Buffy notices Kennedy is getting a little antsy- looking towards the door after every gift. Buffy smiles at Willow and the witch smiles back. The Slayer finally meets eyes with the teen while Dawn gets up to hug Xander for his present. Buffy whispers, "It'll get here-relax." Kennedy nods.

"Thank you, thank you," says the girl as she hugs him.

"You're welcome Dawnie-I'm glad you like it."

She sits back down with Kennedy and her sister. She begins to unwrap the gift from Faith and Willow. Faith is nervous but smiles when the redhead on her lap kisses her.

"Cool-" grins the teen as she looks at the satchel. It is decorated with smiley faces and flowers. "Thanks guys." She gets up again to hug the couple. She hugs Willow first and starts to hug Faith, she sees her roll her eyes playfully, like hugging is not a Slayer thing. "Fine-no hug for you." But then turns back catching her off guard and hugging her tightly. Faith blushes and the others laugh.

Dawn sits back down and smiles as her sister hands her the last gift. "Hope you like it."

"But you threw the party-you didn't have to buy a gift too."

"I can take it back." She reaches for it but Dawn pulls it away.

"No way." She grins.

"And the party-well that was from everyone."

Dawn nods and opens the package she squeals when she sees the powerbook. "Buffy!" Dawn attacks her with hugs and kisses.

"Hey-with the kissing," Kennedy teases though her eyes move back to the door.

Buffy smiles, "I thought you needed something for the nifty satchel Will and Faith got you."

"Thank you." She looks a little sad.

"What's wrong?" Asks the blonde.

"I feel really bad now."

"Bad?" Buffy's brow furrows.

"I skipped school." She confesses.

Faith laughs, then Willow and Buffy. "Not so much," grins the blonde. "You were kinda set up."

Kennedy grins. "Sorry-"

"You are so in trouble." Dawn mock glares at the teen beside her, then at the adults in the room. "All of you."

Before she can chastise them fully the doorbell rings. Kennedy jumps up. "I got it." She runs toward the door. Dawn opens the computer as Willow moves from Faith's lap to help her put it together.

They look up from the floor as Kennedy comes in with a box. She moves next to Dawn on the floor as Willow moves with the laptop back to the couch.

Buffy smiles as she motions for everyone to leave. Slowly unnoticed by the couple on the floor the room clears. Kennedy smiles at her girl. "This is for you, from me."

"But you got me-" she stops knowing that she can't win the argument. "Let's see what's inside." She unwraps the bow, then the paper to find a lid with holes in it. She hears a slight whimper and her eyes light up. She pulls the top off and the puppy crawls out. "Kennedy!" She smiles and kisses her girl.

"Guess that means you like it?"

Dawn nods as she gathers the puppy into her lap. "Like it, love you." She leans in and kisses her softly.

Both look up as they see a flash and smile at Buffy in the doorway with a camera. "She makes a puddle on the carpet you clean it up."

"Who-Kennedy nah, she's house broken." Dawn giggles and winks.

"Hey!" Kennedy feigns hurt, but recovers quickly as Dawn kisses her again.

Chapter 10

The hallways fills with people. Kennedy and Dawn from their room and Buffy and Willow from theirs. "Faith-" Buffy starts, worried they have a Bringer problem. She stops and tries not to laugh when she sees the rogue Slayer holding the puppy by the scruff of the neck in one hand and her prize leather pants in the other. Teeth marks ring the cuff from the bottom of the leg up about 3 inches. Faith eyes Buffy to silence her and Kennedy because she bought the creature, then they settle on Dawn. "D-this is the last time-"

The teen goes to the woman and rescues the whining puppy. "Bad Slayer," she chastises.

Kennedy strokes the puppy, "She didn't mean it Faith."

Faith growls then looks at the silent redhead, whose eyes haven't moved from her throughout the entire confrontation. "Red?"

Willow blushes as she steps toward her Slayer. She licks her bottom lip and smiles just a little.

Buffy grins at the look in her friend's eye, knowing why the woman is quiet. She turns to Dawn and Kennedy, "Go. Teach her not to chew on things, well my things, Faith's things-" she grins. When she gets no response from the other Slayer, she looks up to see her eyes locked with Willow's as the redhead's hands trace across Faith's bare shoulders. Kennedy smirks at the couple and grumbles as Buffy pushes them away.

With the hallway now clear Faith grins at Willow, the redhead grins back. "I think maybe the mutt chewing on my pants... I forgot I was kinda not dressed."

"Kinda not," the witch agrees as her eyes trail over the bra and panty clad woman in front of her. She bites her bottom lip.

Faith takes a deep breath as she sees the want in Willow's eyes. The intensity of it scares her just a little. "Let me go finish getting dressed and I'll take you for bagels and mochas." The witch shakes her head. "You don't want mochas?" The Slayer asks confused.

"Not at the moment, no." She leans in and lets her lips touch Faith's softly as her hand slides up and down her arm. "Later."

Faith gulps as the redhead's lips find hers again in a more needy kiss. "Red?"

Willow smirks as she beaks the kiss, "Snuggles first?"

Faith grins, "I could go for that," she backs them toward her room their lips crashing together again.

* * *

Dawn scolds the puppy one last time as she and Kennedy go down the steps. "You can't chew on Faith's things. Not good for baby Slayer." She scratches her behind the ears.

Buffy clears her throat and Kennedy grins looking from the blonde to her girl and then the dog, "Don't chew Buffy's things either."

Buffy smiles and goes to fix some coffee. "Thank you."

Dawn rolls her eyes, then shares a soft kiss with Kennedy as Buffy's back is turned. She sets the puppy down as they kiss again, forgetting momentarily where they are, the kiss becomes deeper and hands slide across bodies on top of clothes. A soft moan escapes both as they continue kissing. Again the blonde clears her throat but this time gets no response. She shakes her head and moves to Kennedy, she swats her -minus Slayer strength- on the shoulder. "Enough."

Kennedy pulls away and Dawn looks at her confused, then realizes why the kissing stopped. She glares at her sister. "There is no rule about kissing in the kitchen."

"I can make one," Buffy smiles. Dawn growls frustrated and drags Kennedy towards the back door and out. Buffy's smile increases in her victory but fades as she realizes they're probably kissing on the back porch now. She pouts but the thought of breakfast makes her smile as she moves to the refrigerator. Suddenly the room fills with noisy Slayer-wanna-bes.

* * *

Later on the porch, Dawn and Kennedy are indeed kissing. They break for air, lungs filling and refilling as they both pant. Kennedy smiles at her girl and watches Dawn bite her bottom lip. She leans back in and takes the lip for herself, nipping gently, then licking her tongue across it. The younger teen moans and lets her hands slide under Kennedy's shirt and up her back before coming back down and repeating the action again. The kiss deepens, tongues exploring. The Potential finally pulls away as she feels Dawn's hands inch around to her stomach. "Dawn-" she gasps out.

She leans her forehead against Kennedy's, and speaks breathily, "Don't wanna stop." She moves her hands up her girl's body, letting them cup her breasts. Her Slayer-to-be groans, her eyes closing and her breath quickening as Dawn starts to massage. "Don't make me stop," the Dawn says softly as she kisses her girl.

Kennedy is so close to letting things go as she returns the kiss, their lips move together before parting, tongues battling. Finally with her last bit of resolve she pulls away and stills Dawn's hands. She takes them from her body and her girl whines. "Soon," she looks into Dawn's eyes.

"You keep saying that but," she stops.

Kennedy touches her cheek, "Dawn, I want this to be right. I just need to find away not to get caught. It's not like we can lock ourselves in your room."

"Why not?" She asks.

"Slayers, with their super sensitive ears. This is not something I'm quiet at," she grins, "And I don't think you will be either." She winks and Dawn blushes. "I'll find away."

"Soon. It's so... I want to make love to you."

"And I want to make love to you, and we will." They share a soft kiss.

* * *

Later, Faith and Willow are making out on the bed. The redhead's hands caress over the near naked body under her. Faith sits up, bringing her witch with her and lets her hands play under Willow's shirt. She looks into her girl's eyes as she begins to raise it an inch at a time giving her time to stop if she wants. She leans her forehead to her Red's as she presses a kiss to her lips, their eyes meet. Willow's answer is a silent one as she raises her hands above her head. Faith tries to calm her breathing as she lets a smile across her face. She pulls the shirt up and over her girl's head and lets it drop to the floor. "Hot witch," she smirks and lets her lips touch freckled skin. Willow gasps at the touch.

Hands roam bodies, igniting a need for more. Soft moans fill the room and grow louder as Faith lowers the redhead to the bed, following her down. She lays between her legs and gets immediately nervous as she realizes her position. She starts to move but Willow stops her, she wraps her arms around Faith's waist. "Stay."

Faith nods, but the redhead can tell she is still unsure. "Damn-" she closes her eyes then lets her forehead rest on Willow's.

"You okay?" Willow asks as she lets her finger nails tease in circles against the soft skin of Faith's back.

Faith tries to calm her raging body. "Just give me a sec-" she takes a few deep breaths then groans at her mistake. The Slayer in her can smell their combined arousal. "Shit." She mutters.

"Too much baby?" Willow asks with a little grin.

Faith nods, then clarifies. "If we're still stickin' to the rules."

"We can change any rule you want." Willow presses a kiss to her lips as she stops her hands.

Faith looks at her surprised. "Any?"

"Any... all... It's up to you sweetie." Willow's eyes meet hers and Faith is shocked by what she sees. The trust is unbelievable and there's something else there, something she's never seen before.

She lets her fingers traces down the center of Willow's chest to the band of her pajama pants and just under before she starts back up to play with the bow on her bra. "If I wanted..." she stops.

"Wanted what?" Willow asks.

The redhead watches her Slayer fight with herself. Finally she speaks as she lets one finger circle around Willow's bra covered breast. It gets closer and closer to the hardening peak. Willow's breath hitches then quickens. Faith can hear her girl's heart race. "This off-" she waits for the redhead's answer.

However before she can answer there is a knock on the door. Both groan. "Go the fuck away," Faith growls as she lets her thumb brush back and forth across Willow's hard nipple. The redhead bites back a moan and glares playfully at her Slayer once her eyes open again. She sees the woman's cocky grin.

"Sorry-" comes the nervous voice of Vi- "Buffy says to tell you it's time for training." They hear feet almost running as the girl retreats down the hallway.

Faith laughs a little and so does Willow. "So, looks like you get to think about that answer," Faith says softly.

"Don't need to think," she grins though a light blush creeps across her already flushed skin.

Faith grins back, "No?"

"No." She kisses her softly at first but it gets heated quickly.

They finally break the kiss after taking turns exploring mouths and holding tongues captive. Out of breath they continue to tease bare skin. "We will finish this."

"Damn straight," assures the redhead. She lets her hands slide down to caress the panty clad ass she's wanted to touch since the make out session began. Faith moans and rocks against her slightly. Both gasp at the sensation.

Faith shakes her head, as she fights the feelings raging inside. "Sorry Red."

Willow grins. "Don't be."

Faith groans and drags herself away when she sees for the first time the need in the green eyes of her girl. She grins as she lets a hand trace back down Willow's body. The redhead moans then whines as the hand leaves. Faith moves across the room to find something to wear. Willow turns onto her stomach and watches her stride around the room.

* * *

Later, with training over, Faith goes toward the shower. She runs into her redhead coming from the shower. They share a gentle kiss. "I was thinking'... Wanna go out to dinner after I get cleaned up?"

The witch smiles surprised, "Ah, yeah, sure. What about the others?"

"They can get their own date," she smirks and they share another kiss as she slips into the bathroom.

Willow smiles as she watches the door close. She thinks about teasing her Slayer, offering to help with the shower but decides that might not be such a good idea. Training equals slaying and slaying equals horny Slayer. That's not the way she wants their first time. She starts to walk away but stops as she realizes just how deep her feelings run for the rogue Slayer. Her rogue Slayer. She smiles and bites her bottom lip as she goes down the hall. She hears a soft moan from Faith's room and grins after a second. She giggles softly, "Guess Potential Slayers get horny too," she quips, then continues to walk towards the stairs.

* * *

Kennedy and Dawn are making out on the bed. Hands slowly remove shirts as fingers trace over soft skin. The kisses heat up, but Kennedy pulls away. "I don't understand why I'm-" she tries to slow her breathing. "I mean I always want you, but right now it's like..."

"You need me." Dawn states and Kennedy nods. Dawn pulls back just a little, then starts to explain. "It's a Slayer thing."

"I'm not a Slayer," Kennedy says, confused as she cups Dawn's bra covered breast.

Dawn moans, then takes a breath trying to steady herself. "No, but you will be-Faith calls them the double H's."

Kennedy looks confused but her hands continue to caress and massage. "H's?" She kisses Dawn.

Dawn pulls away after a few seconds. "Hungry-" Her eyes meet Kennedy's and she grins, "And horny."

Kennedy thinks about the words. She moves her hands from Dawn as she frowns a little. "I'm not... I love you."

Dawn smiles, "I know you do, but right now..." she grins. "Right now you're just horny with the after slay tinglies."

Kennedy frowns, "That doesn't upset you?"

"No, cause like you said, you love me and I know that, so this? This is okay too." She puts Kennedy's hands back on her body. Kennedy looks away. "Kennedy?"

Their eyes meet, "I don't...it's just, I don't think we should right now okay?"

Dawn nods her understanding and wraps her girl in her arms, spooning around her as they lie together on the bed. "How 'bout I just hold you?"

"Like that." She stares across the room, her thoughts running rampant. 'I got a lot to learn about being a Slayer.' Thinks the teenager as she relaxes back into her girl. She smiles a little as she feels Dawn's lips on her shoulder. "I love you," she whispers.

"I love you." She holds her even tighter.

* * *

A couple of days pass and the baddies are in hiding, and the wanna-be Slayers are climbing the walls. Willow and Faith lie in each others arms on the couch as the room buzzes with hyper teenagers. Dawn and Kennedy share a chair, the Potential holding her girl on her lap as they try to watch a television they can't hear as the others talk. Buffy walks in and surveys the scene.

She sits in the chair by the couch. Willow smiles up at her. "Hi Buff."

"Hey Will."

"We going to patrol later?" Asks Faith.

"Don't see much reason too. Haven't seen a Bringer or a vamp in days."

"That's usually not good is it?" Willow asks.

"No," echo the Slayers in unison.

Faith sits up and looks around at the antsy teens. "I've been watching the girls B, and they all need a break. Something fun-"

"Teenager friendly, like maybe a movie." Willow adds.

"And junk food." Faith offers.

"So you want me to take them out for a night of food and fun?" She looks dubiously at the women on the couch, who both nod.

The would-be Slayers become silent and it is Vi who asks in a soft voice, "Could we go? Really?" They all talk excitedly.

Buffy looks around the room at the young girls who have had their lives turned upside down. "Okay, food and movie."

"And dancing?" A Potential asks.

"No dancing," Buffy states as she looks to her sister and Kennedy. "You two going?"

The teens exchange looks unsure. Faith's words get their attention. "The back row'll be empty, so you could make out." She grins at the teens.

Buffy's words, almost growled make Faith smirk, her plan falling together. "No, they'll just have to sit in the front row."

Dawn complains, "If we have to sit in the front then we're not going."

"Well I'm not leaving the two of you here alone, so I guess no one goes." The room fills with mumbling groans and complaints.

Faith quiets them, "Me and Red'll stay and watch them, make sure they don't break any rules."

Dawn glares at her and Buffy smiles at Willow, knowing that things will be okay with her here and in charge. "Okay fine, you guys stay here and I'll take out the troops." She looks at the room full of girls. "We're leaving in 30 minutes, so move it and make sure you bring a stake. Always be prepared."

Faith grins, "Always am." She looks at Willow who also smiles.

The teens run toward the stairs. Buffy looks at her sister and then the Potential. She glares at her, "Remember the rules." Kennedy nods. Buffy leaves to get ready herself.

Faith grins at the teenager, then turns her attention back to her girl. "So whatcha wanna do tonight Red? We practically got the house to ourselves. Could do just about anything, anywhere." She wiggles her eyebrows suggestively. Willow blushes but leans in kissing her. When they separate Faith smirks. "We could start there."

Kennedy looks at Dawn, "Ah, just remembered something I gotta do. Faith can you give me a hand?"

Faith turns to the girl and looks unsure, "How long is this gonna take?"

"Not long, I swear." She stands up. "We'll be back in like twenty minutes, thirty at the most."

Faith looks at Willow who is smiling. "Okay, but you owe me."

They both leave the room and Kennedy smiles nervously, "This works, I owe you big time."

"What's goin' on K?" The girl just grins and starts out the kitchen door. Faith smirks and nods. "So, tonight's the night." She follows her out the door.

* * *

The house is cleared of Slayers. Buffy and the Potentials are gone, actually getting out early. The blonde laughed, saying she didn't know teenagers could be on time let alone early. Kennedy and Faith are still gone leaving Willow and Dawn alone. Willow is still lying on the couch and the teenager is sitting in the chair. She gets up and walks to the coffee table. She sits down there in front of the redhead. "Will, can we talk?"

The witch sits up and looks at the girl concerned. "Is something wrong Dawnie?"

Dawn shakes her head, "No, not wrong I just was wondering about something and I thought you might be able to, you know, help me with it."

"Sure Dawnie, that's me, all with the helping. You have homework?" Dawn shakes her head. "Okay. Ah... then you need help with what?" Slowly realization hits the redhead and she blushes. She sees Dawn blush too. "You haven't?"

"No! No,but..." she stops as she tries to organize her words. "I want and I don't know if... I want her to you know," the blush increases.

Willow nods, "I know. Well ah..." she reaches for the laptop on the end table. She pats the couch beside her and Dawn moves next to her as the redhead logs onto the net.

* * *

Faith smirks at the young Potential. "Kid, would ya relax! You don't need all this shit," she looks at the buggy that the teenager is filling with candles, cds and food.

"I want it to be perfect." Kennedy states.

Faith seems a little uncertain now. Maybe she should have planned more for her night. She shakes her head. "You love her?" Kennedy nods. "That's all you need," she says with a smile. "Trust me."

"And you know this how? I mean how many girl's you dated?"

Faith thinks about the words, "One, and she taught me all I need to know. You don't need this." She picks up the rose petals and grins. "Okay, this might be good," she looks the girl in the eyes. "The rest of it, don't need it."

Kennedy looks at the Slayer, knowing Willow is the one she's talking about. "You love her?"

Faith thinks about the question, "Not sure what that is exactly. But I know I feel something I've never felt before. Now, we're wasting time. Lets go."

Kennedy nods and picks up the petals from the cart along with four of the candles. Faith shakes her head as they move toward the register. "You better be right."

Faith rolls her eyes and then shakes her head at the teenager.

* * *

Later, Kennedy slips up the back stairs as Faith goes into the living room. She smiles when she sees her redhead stretched out on the couch dozing. She grins at Dawn who is watching a cartoon. "Where's Kennedy?"

"Upstairs, said she'd be down in a minute." The Slayer slides onto the couch beside her girl and wraps her in her arms. Willow smiles and slowly lets her eyes open. As they do Faith kisses her softly.

"Mmmm. That's a nice 'I'm back.' " She smiles up into the eyes of her Slayer. "Everything okay?"

"Everything's 5x5," she kisses her again. "Wanna go upstairs?"

Willow grins then frowns, "Gotta watch Dawn and Kennedy."

"Right, we'll slip away later." Faith snuggles back into her and holds her close. Willow lets her eyes close again.

A little later, the Potential Slayer comes into the room and sits with Dawn. They share a soft kiss. "What are you up to?"

Kennedy smiles, "You'll find out later. She glances toward the witch and the Slayer who are kissing softly. "They'll get distracted."

Dawn smiles at the words, "Are we...?" she stops, wrapping her arms around Kennedy.

"We are. Okay?" Kennedy looks into her eyes.

Dawn leans in and kisses her softly at first but it quickly becomes more intense. When they pull away, panting, Dawn bites her lip nervously but smiles. She relaxes into Kennedy's arms.

Faith and Willow are kissing on the couch, the teenagers in the room with them forgotten at the moment. As Faith's hand slips under Willow's shirt, the redhead breaths out, "Sweetie, we're suppose to be making sure there's no rule breaking."

"There won't be." She lets her hand massage Willow's breast. She glances at Dawn and Kennedy. They seem to be in a make session of their own-kissing and caressing.

"This is distracting," she pants out as Faith's other hand begins to tease the other side.

"Really?" Faith grins, then lets her lips move to her redhead's neck. She licks and nips there. "How 'bout this?"

Willow moans, "Who'll watch over Dawn?"

Faith smirks against her skin and whispers in her ear, "Think K's all over that," then she "attacks" Willow. Her lips nibble on her girl's sensitive earlobe and she moans out truly distracted.

Kennedy removes her lips from Dawn's and kisses down her neck as her hand cups Dawn's breast. She starts back up Dawn's neck and licks to her ear. "Wanna go upstairs?" She whispers.

"Upstairs," Dawn moans out as she pulls Kennedy's lips to hers. After a toe curling kiss they stand on wobbly legs and go to the stairs, hand-in-hand.

* * *

Dawn and Kennedy stand outside the door of the room she shares with Faith. Dawn licks her bottom lip nervously before starting to chew on it. Kennedy touches her cheek. "We don't have to if you're not sure." Their eyes meet.

Dawn leans into her touch, "I am. I'm just," she grins. "I'm a little nervous."

Kennedy confesses, "Me too."

"But you've-" she stops as she blushes.

"Yeah, but this is different. I didn't love them."

Dawn smiles, her eyes tear just a bit. She kisses her softly then when their lips part, the teenager looks at her Slayer and opens the door.

They go in together and Dawn gasps at the scene before her. The soft glow of candles fill the room and rose petals line the floor and the bed. Kennedy moves away from her to turn the CD player on,the music soft and slow. "Wow!" Dawn finally forces out. "More with the sweeping." She grins as she teases her girl.

"Dance with me?" Kennedy holds out her hand. Dawn closes the door behind her and moves into Kennedy's arms.

* * *

Later, downstairs, things have heated up as well. Hands start to remove shirts 'til stronger hands stop them. Breaking the kiss Willow looks into brown eyes confused. As the Slayer watches her girl pant for air she grins, "Not stoppin' ya baby but let's just, don't want B havin' a heart attack walkin' in on us."

"Room?" Willow asks.

Faith nods and stands after pressing a soft kiss to her witch's lips. She holds her hand out for the redhead who takes it and stands. Willow pulls her into a hug kissing her again. The kiss heats up and they finally manage to pull lips and hands away to go up stairs.

As the reach the top of the landing they kiss again, arms pull the other closer and the kiss deepens. Hands slip under clothes and Faith's shirt slips from her body. The rogue smiles at her girl and backs her into the wall outside the door to the room she shares with Kennedy. She kisses her, her hands finding the bottom of her redhead's shirt and they separate long enough to remove it. Their lips meet again as does soft skin against soft skin causing a moan. As the making out escalates Faith reaches for the door and opens it, a smirk crosses her face but it becomes a smile as she sees Dawn and Kennedy standing at the bed undressing each other. Both seems a little nervous. The Slayer closes the door.

Willow looks at her unsure, "I thought... room?" She breaths out her thoughts still jumbled.

"That one's a little busy," she presses her body to Willow's and they both moan.

"Here's good." She groans out as she lets her hands slide down Faith's body.

Faith bites her own lip and picks up her girl. "D's room." She carries the girl that direction.

Willow's foggy brain knows something isn't making sense, but as Faith kisses her neck and places her on the bed, that something doesn't matter in the least. And when she slides in next to her, all thought stops as hands and lips explore.

Go Back To Part 1(Chapters 1-6)

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