First Steps

<See Part 1 for Ratings and Disclaimers

Stepping Out on "Faith"

"Ah-I'm seeing someone," answers the redhead nervously.

Faith hides a half smirk.

After saying their good-byes Willow and Faith go out the door and towards the car. The once rogue Slayer just can't resist the opportunity to tease, she smirks at the redhead- "So-Red-who's the new girl?"

Willow glances at her face and shakes her head as she slides behind the wheel of the car. A smile crosses her face when she thinks of Kennedy but she masks it, "Don't wanna talk about it," she says simply.

Faith gets in the car, "Why not?" She doesn't get an answer.

Most of the ride is silent; Faith stares out the window and then turns looking at Willow. "I owe you an apology."

"More than one," Willow replies without thinking, then she becomes suddenly nervous. "But who's counting."

"Yeah," the one dark Slayer agrees. "About that-the trying to kill you-I'm sorry-but it was, well-you know business at the time."

"Right," the redhead nods, but then is quiet as she thinks about the apology she really wants the Slayer to make. She remembers the sadness in Tara's eyes when she told her Faith's hurtful words.

As if Faith is reading her mind she speaks, "And being mean to your girl-that was just me-and it was wrong." Another moment of silence and then Faith speaks softly, "I was wrong." She looks and meets Willow's eyes.

The redhead nods as her mind tries to deal with the emotions the memories have caused, "Can we not do this?" She turns her eyes back to the road as they tear.

"Right-sure-whatever. Didn't figure it would make a difference anyway." She looks back out the passenger window.

As they approach Sunnydale hours later Faith sees a girl tumble from the truck in front of them, "Damn!-You see that Red?"

"Yeah-" Willow slams on the brakes and stops the car.

Instantly she is out and running toward the girl on the ground. Faith moves a bit slower, more cautious as she looks around. "Are you okay?" Calls Willow-no answer. "Can you hear me?" She kneels beside the girl as she finishes talking. She carefully rolls her over, touches her face and checks her pulse with her left hand. Faith walks up to her. "This girl is bleeding badly. We have to get her to the hospital," the redhead informs the Slayer.

The camera shows us only Faith, she moves closer to both Willow and the girl as she again looks around the area. She seems unshaken and totally unsurprised, "Yep-I guess I'm back in Sunnydale." She rolls her eyes and gives an exasperated look.

"This is so not good," replies Willow as she too looks around for trouble. Considering the knife wound she suspects Bringers.

"Shit! She's been nearly gutted-been there." For just an instant she remembers the encounter with Buffy on the balcony. "So not fun." She adds as she shakes the past away to concentrate on the now. She carefully picks up the girl and again gives the area a once over.

Willow sees the Slayer's concern and comments before she thinks, "Should have brought Kennedy-another Slayer, not such a bad idea now."

Faith smirks as they make their way to the car, "So your girl's a Slayer?"

"She will be-" Willow answers.

"Think you can handle that Red?" She winks. "The double H's can get wicked bad."

Willow just rolls her eyes but doesn't comment. She opens the back door and Faith puts the girl in and then gets in also. She takes a shirt from Willow's bag and rolls it up. "Hey that's my-" the redhead stops her protest as she sees Faith press it against the wound. She climbs behind the wheel and drives.

The closer they get to Sunnydale the more nervous Willow gets, "How is she?"

"Alive-" is all Faith says. "So tell me about your girl." Faith says trying to get her mind off the injured Slayer-to-be in the backseat.

"She's a Potential Slayer-" she starts and as she drives she babbles, both her words and her speed increasing as she gets more nervous.

Faith smiles until she sees the speedometer, "Might wanna slow down there Red-92 is just a little over the speed limit." She looks a little pale as instead of slowing down the girl behind the wheel speeds up.

Later at the Summers' house Kennedy is sitting on the bed she shares with Willow. She is talking on the phone. "But you're okay?" She stands and begins to pace. "I should come down there and wait with you."

"Sweetie, then I'd have to worry about you getting here okay and Xander getting back okay-that's too much worrying. Just-I'm fine."

"You're not fine," protests the teenaged Potential. "I can tell by your voice."

"I'm just-there was lots of blood and Faith and well bad memories, but mostly I'm okay." Willow is quiet for a minute and the asks. "Can you do something for me?"

"Anything."

"Faith should be there at the house and things will be a little tense since she kinda-okay that story can wait. Just help her out okay?"

"You asking me to be nice?" Kennedy smiles.

"It won't be easy she can be well-" she stops.

"A bitch?"

"In a word-but she's better now-Angel said and that's a long story too-but okay?"

"If that's what you want, I'll be nice."

"Just incase he's wrong-watch yourself."

"I will," she smiles. Again there is silence. "I miss you," Kennedy says softly. "I want to hold you."

"Yeah-it would be nice." She is quiet. "We could- like last night."

Kennedy smiles at the idea and walks to the bed and sits down. She lies down on her side. "I'm putting the phone down now."

"Good-concentrate."

"Yeah-" she closes her eyes and soon her breathing evens out and she sends a hug to her girl. Then seconds later she feels Willow's arms around her waist. 'Feels good,' she whispers in her mind.

'It does,' agrees the redhead.

But before their conversation can continue a knock at the door interrupts it. Kennedy whines and Willow laughs softly. The younger woman picks up the phone, "Someone's at the door-gotta go baby."

"Okay-" she adds begrudgingly, "Night."

Kennedy hesitates, "Will-I-ah-" she stops as again there is knocking. "Grrrr-" she lets out frustrated. "I'll talk to you later."

"Did you just growl-?" Willow laughs.

"Night Willow."

"You did-"

"Maybe-stupid door." She pouts playfully. "When will you be home?"

"Tomorrow sometime," she says with a sigh.

"Can we talk then?"

"We're talking now," playfulness evident in her voice.

Again the door-but this time it's pounding. "Kennedy!-"

"I gotta go-Buffy is all crazy at the door."

"Okay sweetie." Willow hangs up.

Kennedy hangs up too as she goes to the door and flings it opens, "Can you not wait-" she stops as she sees someone with Buffy. Her scowl remains in place.

"Kennedy, this is Faith-Faith, Kennedy." Both women nod. "Meet your new roommate."

Kennedy's eyes go wide, "You so wouldn't-" she looks at Buffy unsure.

"It was bound to happen. We got girl's everywhere."

Kennedy crosses her arms against her chest as she looks from the blonde Slayer to the brunette. "Right-sorry," she meets Faith's eyes for a second.

Buffy half smiles and then leaves. Faith steps inside and goes to the bed and flops down, deciding she could have a little fun on what has been to this point a sucky night. She stretches out in a sexy pose and waits for the younger woman to turn around.

Kennedy closes the door and speaks as she moves to the closet, "You can bag it," she gets the sleeping bag and turns. She gets angry as she sees Faith there. She moves closer and tosses the sleeping bag at her. "I said you can sleep in the floor," her glare returns.

Faith catches the bag, "Kinda like it here," she smiles and lets it drop to the floor.

Kennedy tries to compose herself. Remembering her promise to Willow she backs down. "Sure whatever." She rolls her shoulders, picks up the sleeping bag and turns to unroll it on the floor.

"I mean hey, it'd be kinda rock'em sock'em if Red just crawled in bed without turning on the light." She winks at the Potential, with a sly smile on her face. She folds her arms under her head as she looks up at the ceiling.

Kennedy is raging inside wanting so badly to throw the new house guest out on her ass-Slayer or not. She takes a deep breath and forces herself to be calm as Willow has taught her.

"It'd be the best she's had in a while," Faith adds-again trying to get a rise out of the younger girl, as she looks her up and down. "I'm betting."

Kennedy stands and moves to the bed, "That's it-get out."

Faith stands toe to toe with the Slayer-to-be. "Who's gonna make me Wannabe?-You?"

"Me-Slayer or not I'll kick your ass or die trying."

Faith smiles at the girl in front of her and then laughs, "You got a pair-I'll give you that." After a pause Faith continues, "We had a thing before you know." Kennedy seems unsure. "I mean why else would she wanna be with you-unless-well you kinda remind her of me." Faith smiles at the teenager and flops back down on the bed. Kennedy turns and storms out of the room. Faith laughs, "Now that was fun."

Later Kennedy sits on the back porch as her mind races with Faith's words. She pushes them away and shakes her head. Her mind plays with her. The devil-looking remarkably like Faith, sits on one shoulder and the angel-looking like Willow, sits on the other. Faith's words echo, 'We had a thing before.' Then Willow's words are heard as well, 'Woman-one-Tara.' She drops her head in her hands.

That's where Willow finds her hours later curled in a ball on the back porch sleeping fitfully. She mumbles, "No Will-" she sits up startled as she feels a hand on her shoulder.

Willow is sitting beside her stroking her shoulder, "What's wrong sweetie-why are you out here?"

Kennedy sits up, "It was either here or with Xander." She forces a smile.

Willow looks unsure, "What's wrong with our room?"

Kennedy smiles a genuine smile as the phrasing is not lost on her, "You made me promise to be nice. That was not a possibility in the same room." She glares up toward the ceiling.

Willow wraps her in a hug, "What did she do?"

"Nothing-she was just saying stuff. I let her get to me." She hugs Willow back, her anger and frustration starts to melt away. "It's okay now that you're here." She pauses and then adds, "Why are you here?"

"I tried to 'talk' to you but-it was all staticy-" her worried face slips on. "Now I know why." She kisses Kennedy's forehead and then her lips. "All better now?"

Kennedy looks into her eyes and smiles-but it fades, "She has our bed."

"Don't need a bed," she winks.

Kennedy smiles, "What have you got in mind?"

"Have a car-" she grins as she looks that direction.

Kennedy stands and holds out her hand, her girl that's it and stands as well. "Ever made out in a car?" Asks the teenager.

They walk towards it, "Oz had a van, so-yeah. You?"

Kennedy shakes her head and blushes as she admits to the fact. "Actually, almost but the limo driver was a perv."

Willow smiles as they start to get in the back seat. She stops as she sees the blood, "Ah-front seat?"

"Love a challenge." They get in the car, Kennedy behind the steering wheel, and turn facing each other. Kennedy kisses her softly and then pulls back as their eyes open and meet. "I missed you."

"I missed you too-the staticy thing- it was true-but not the only reason I came home." She leans in and they kiss again this time a little deeper. Lips open and close together until finally, needing air, they pull apart. Willow leans her forehead against her girl's as they struggle to breathe.

After a few seconds Kennedy speaks, "Do you think Faith is hot?"

Willow looks at her unsure, "Why are we talking about Faith?" She slips a hand under the teenager's shirt and cups her breast. "No more talking-okay?"

"Okay," she says softly as she kisses her witch again.

The redhead gasps for air as their lips move away from each other minutes later, "Hot if you like that bad girl- scanky ho kinda thing."

Kennedy grins and climbs onto Willow's lap and straddles her hips. "Good to know." Her eyes close as the redhead's hands slide back to her breasts. She steadies her breathing and begins to kiss Willow's neck.

"Mmmm-like that," she moans out as her hands slip around Kennedy's back to work the clasp on her girl's bra. The young Potential stops kissing and looks at her girl. She smiles and raises her arms up as much as she can and together they work her shirt and bra off. Willow stares at the woman before her-she brushes her finger tips across bare skin. "Amazing-" she breathes out. "You are amazing."

Kennedy smiles, "So are you-what you do to me." She takes her redhead's hands and puts them back on her breasts. The Potential gasps as Willow flips her thumb across the hardened peaks.

A few teasing minutes pass and finally Kennedy pants out, "Does this thing lean back?" She asks as she fumbles with the seat. She finds the button and soon she is lying on top of her girl. She begins to plant soft, wet kisses along her jaw line and down her neck. Once there she begins to lick-her studded ring causing the redhead to moan as well.

A little later both are now shirtless, though Willow still has on her bra. Their bodies are raging from their make out session. "I love you Will-" she breathes out as her tongue traces alone the ridge of her ear.

Willow pulls back at the words and starts at the girl unsure, both are trying to calm down, "Kennedy-" she looks scared.

The younger girl touches her lips, "It's okay-I know it's maybe more then you're ready for, but it's what I feel and I need you to know." She touches her face letting her fingers trace a path. "You don't have to say anything." She kisses her softly.

"Kennedy-I-I'm just-I-" she starts to tear up.

"Hey-no-it's okay-" she kisses her again. "I'm not going anywhere." She kisses her one more time and then picks up her shirt and begins to slip it on.

"Hey-I was looking," she pouts.

"You can look again later," she winks.

"Promise?"

"Definitely."

"Okay-I need to head back to the hospital anyway," says Willow. This time it is Kennedy who pouts. The redhead smiles as she leans in and kisses her soundly. As their lips move together Willow slips her tongue into Kennedy's mouth-there they duel as they caress. Kennedy's studded ring sends shivers through the older woman.

As they finally pull apart, both gasping for air, the Potential slips something in her girl's pocket. The redhead looks unsure as she sees her girlfriend smile. "For later-" she winks.

"What is it?" Asks her witch.

"You'll see-but no looking till you get to the hospital."

"Okay-" she says with a smile.

Kennedy picks up the redhead's shirt and slips it back on her with a pout, "Taking it off is way more fun."

"I agree with you there sweetie." She touches her Slayer-to-be's face with the back of her hand. "I'll see you tomorrow."

Kennedy slides off her girlfriend and into the driver's seat before she opens the door and gets out. As Willow slips behind the wheel she kisses her one more time. "Be careful."

"I will-" her witch smiles. "Try to sleep."

"No worries."

"Promise?" Willow questions.

"Absolutely," 'snuggled up with your pillow'- she thinks to herself.

She watches Willow pull away and walks into the house. Her resolve firmly in place she marches up the steps and down the hallway to her room. She stands outside the door and takes a deep breath as she rolls her shoulders. She goes inside and flips on the light. Faith sits up and tries to focus her eyes but before she can, hands grab her shirt and drag her to her feet. "Now-" Kennedy looks her in the eyes. "This is how it is-not another word about Willow and I let you sleep in the floor."

Faith smiles, "Wondered when you'd be back." She shakes her head and crawls into the sleeping bag. Kennedy looks shocked but happy as she climbs into their bed and pulls Willow's pillow to her. She smiles but it fades as she hears Faith speak, "You know Junior-"

"I'll throw your ass out the window-" says the girl.

"I like you-you got guts."

Kennedy considers her words, "Good night."

At the hospital Willow is sitting in the waiting area sipping coffee. She puts her hand in her pocket and slowly pulls out the item Kennedy gave her earlier. She almost chokes as she looks at the bra in her hand. She stuffs it back in her pocket as she blushes, then composed she puts her hand in her pocket and smiles as she touches the soft lace.

Wading In

Willow looks at her unsure, "We don't even know where we're going."

Buffy speaks again, "That's why I figured we'd do a little recon first." She turns to look at Faith. "You up for it?"

"Point me where you want me," answers the other Slayer without question, ready to jump in.

Giles speaks, things still strained with the Watcher and the Slayer, "And you're sure this is the best course of action? You-you don't even know what this man has of yours-if he in fact has anything."

"It could be a girl-a potential trying to get to us," counters the Buffy.

The man just looks at her full of unease, "It could be a stapler."

"I'm going in anyway."

"With the girls?" He looks at the blonde, "Most of whom have yet to be in the field, let alone a life and death situation?"

Willow begins to get nervous as she realizes Kennedy is going to be facing who knows what-but she relaxes a little when she assures herself she can keep her girl safe if need be.

"Then its time we test them," she looks around at the faces of her friends. "Look, I'll just take the ones that have been here the longest-the rest can stay behind."

Stay behind?--Willow's mind jerks at the words but before she can speak it is Spike who voices her concern.

"Could be that's just what he wants you to do-the ole bait and switch," says the ensouled vampire.

Willow finally gets her words out as well, "Yeah he lures us away and kills the girls we leave behind." Worry fills the redhead's words.

Buffy looks at her friend, "I know that's why I need you to stay here with them.."

The rest of Buffy's words are lost on the witch as her mind races-fear ripping through her. 'Stay she wants me to stay-I can't stay who will keep Kennedy safe-but if I don't stay the other girls-' she tries to focus on the conversation still going on and she finally tunes into Xander's voice.

"Buffy this thing has trap written all over it."

Willow wants to agree with her lifelong friend, wants to explain that she can't lose Kennedy too-but things happen so fast and Buffy and Faith leave the room followed by Spike.

Later a somber Willow sits in her room as an excited Kennedy comes bouncing in. "We're finally gonna get some action-we're going to hunt this Caleb guy-see what he's got and take it back." A smile covers her face as she sits next to Willow. She sees she is quiet -way too quiet for her bubbly girl. "Hey what's wrong?"

Willow forces a smile, "Nothing-" she says softly as she presses a kiss to Kennedy's lips. "Go, be a Slayer-just-just be careful?"

"You think I'm not ready?" Kennedy stands unsure.

Willow stands in front of her, "No-" she shakes her head. "No-" she says softer. "It's me who's not ready."

Kennedy looks at her unsure and Willow pulls her into a hug. "You're worried I'll get hurt?"

After a quiet minute Willow nods and then whispers, "Yes."

The redhead's breath brushes across Kennedy's neck and the young Potential shivers a little, "I won't," she manages as her body starts to overload on Willow. The closeness-her girl's body pressed so tightly against her-the smell, the scent of her girl-lavender, she thinks- is causing Kennedy to quickly get lost. But she hears the softly spoken words that put her raging hormones on hold.

"Don't leave me too."

She composes herself to speak reassuring her redhead. She steps back a step-maybe the hardest thing she's every done she thinks with a slight grin. She looks Willow in the eyes, her hands coming up to cup her girl's face. "I'm not-" she repeats. "I'm not going anywhere." Willow forces a smile and Kennedy gets a mischievous grin. "That's not entirely true," she confesses. Willow bites her bottom lip and looks at her unsure. Kennedy pulls her to her, her arms slipping around Willow's waist, and then she kisses her softly. When she breaks the kiss she speaks, her forehead resting on her witch's. "I am going over there," she looks toward the bed and starts backing them that direction.

"Really?" Willow asks with a little smile.

"Uh huh-going show you how much I missed you." She takes a few more steps and Willow lets her guide her backwards.

Finally she feels the back of her legs make contact with the bed. At the same time she feels Kennedy's soft lips on hers again. Lips begin to move together unrushed. Willow pulls out of the kiss, her lungs burning after a few minutes. She slowly sits on the bed, she slides to the middle before moving to the pillows. Kennedy smiles down at her-her face more excited then when she came into the room. Her heart pounding even harder. She thinks with a grin, who knew love could make you feel so much. She crawls onto the bed playfully, a little prowl in her travel and Willow giggles. Kennedy lies next to her and snuggles close-nuzzling her neck. She then stops and rests her head on Willow's chest and listens to her heart racing.

"Whatcha doing?" Willow asks.

Kennedy leans on her elbow, her eyes meeting Willow's as they both lie on their sides. The younger woman is suddenly serious, "I love you Will-I'll never leave."

Tears fill her eyes but she manages to keep them from falling. She reaches forward and touches Kennedy's cheek. "I-" she stops and leans in to kiss her softly. The kiss gets more intense as the redhead slides her tongue along her girlfriend's bottom lip.

Kennedy moans, "Mmm-" and opens her mouth to her girl's tongue.

Willow massages Kennedy's tongue with hers-as she presses her onto her back. She moves onto her Potential, their bodies touching, teasing. As Kennedy attempts to take control of the kiss by entering the redhead's mouth with her studded tongue, she is surprised and moans as Willow captures it between her lips and sucks on it.

Her hormones surging again Kennedy's hands begin to caress Willow's back. First on top of her shirt and then underneath it as her fingers trace gentle circles against her skin. Willow moans too and lets go of Kennedy's tongue. She gasps for air before kissing her again, this time allowing Kennedy to explore her mouth as well as her body-the teasing of her girl's fingers making her want more.

As the kissing continues Willow's hands find their way between them and cover Kennedy's breasts. She kneads them gently at first-then harder as she gets lost in her girl.

Later, soft, continuous moans from both girls fill the room. They are now sitting up-Kennedy on Willow's lap, her legs circling her girl's waist. Willow's hand teases her girl's bare breast-she traces a finger around the hardening peak and then cups the mound before doing the same to the other side. Kennedy's head falls onto Willow's shoulder-her breathing ragged, her heart pounding-her desire growing so fast. Without thinking she reaches around and unhooks the redhead's bra and slips the shoulder straps down.

Willow stops momentarily and their eyes meet as Kennedy raises her head, "Okay-?" She pants out, her eyes searching Willow's for an answer. The redhead nods just a little. "Willow?" Kennedy gives her another chance to change her mind.

"It-it's okay," she whispers.

Kennedy pulls it down and off her eyes looking down at her girlfriend for the first time. "Beautiful-" she whispers as she drags her eyes back up to meet darkening green. "You okay?"

Willow nods, "Yeah-" she closes the distance and kisses her softly.

Hands explore and caress, more soft moans escape-lips now separate. Kennedy tentatively lets her hands rest on the redhead's shoulders. A single finger traces down her chest-around the underside of her left breast.

She gasps, her eyes close from her Potential's touch. "Mmmm-" she breathes out.

Kennedy makes tiny circles and finally works her way to the hardening peak, she brushes her thumb against it and smiles as she hears Willow moan her name. She cups the breast and begins to gently massage.

Willow leans forward and presses her lips to Kennedy's upper chest. She moves up to her neck kissing there, and then back down. She kisses the top of young Slayer-to-be's breast. She kisses toward the hardened nipple. Just as she pushes her back to the mattress and takes the peak between her lips there is a knock at the door. Willow pulls away.

"Shit!" A frustrated Kennedy tries to compose herself. "What?-Who is it?"

Xander's voice comes from the other side of the door. "Xander-"

"Xander?" Willow blushes as she moves off of Kennedy completely.

"Kennedy Buffy wanted me to meet with the people going," he says still through the door.

"Right-okay-" She looks at the half-naked redhead blushing in front of her and smiles. "Be down in just a minute."

"Make sure-or she might leave your ass here." He leaves.

Kennedy looks at her girlfriend, "Gotta go-" she says softly.

"You could stay-we could-" she looks into Kennedy's eyes.

"We could?" Kennedy looks surprised.

Willow's eyes go wide- "No!-No-not-you know.-But, we could finish what we were doing-with the making out."

"We will finish-but right now I have to go-" says the young Potential. Willow cheats, playing so unfair she reaches forward and takes Kennedy's breast between her lips again. She suckles gently. Kennedy moans and tangles her hands in red locks. "Feels-" she gently pulls away. "Baby-I want-but Buffy she needs me to-"

"I need you-" Willow confesses. "I-" she stops again. Frustrated with herself for not being able to say the words she stands, picks up her shirt as she does and puts it back on.

Kennedy follows her from the bed but doesn't bother with her shirt. She moves in front of the upset redhead and puts a hand under her chin raising it till their eyes meet. "I'll be back and we'll-" she smiles giving her best Willow impersonation, "We'll-with the making out." She winks. Willow smiles just a little. "That's my girl," whispers Kennedy as she wraps her arms around the witch and presses a single kiss just below her ear.

Willow shivers as her girl's breath brushes her skin, "Love when you do that," she says her breathing a little faster.

"I know-" she smirks as she does it again. One soft kiss then another on the redhead's neck just below her ear. "And this," she smirks again as she traces her studded tongue along the same path. Willow moans softly. "And especially this," she gently sucks Will's earlobe between her lips.

"God-goddess," Willow moans, her hands tangling in Kennedy's hair.

Kennedy pulls away with a smug look and as Willow's eyes open and meet hers she speaks, "Now-that should give you something to think about while I'm gone-no room for worry." She grins.

Willow smiles at her Slayer-to-be, "Think-thinking isn't so easy at the moment." She pants just a little.

Kennedy kisses her softly and then moves away to get dressed.

A few minutes later Kennedy walks into the living room to join the other girls. None seem as happy as she does and she is confused by it- 'Don't they get it? It's our chance to prove what we're made of-do it right and maybe-maybe it helps with the choosing- Man what I'd give to be the next Slayer.'

After she pulls herself back to the present she hears more grumbling and then Xander starts to lecture, not a Buffy lecture-this one is interesting and she gets caught up in it.

Upstairs Willow is curled on the bed they share. Her thoughts are jumbled-fragmented, as she thinks of Tara and then Kennedy. She remembers the day Tara died-their talking, their love making-it all floods back. Suddenly however, her mind's eye sees the dead lover in her arms and it is Kennedy not Tara. "I can't let it happen. I'll talk to Buffy-I'll make her let me go." She sits up and starts for the door but stops as she remembers Buffy is gone. "Okay-need a new plan-ah-Xander-I'll talk to Xander." She seems to relax a little, "I'll talk to Xander."

Downstairs in the living room the would-be Slayers are still listening to the speech, the man tells them all how it is, "You're scared that's smart-"

Kennedy stares at him, was she scared? She shakes her head a little- 'Not scared-well maybe a little for Willow being left here-but she can take care of herself.'

"You got questions, you should-" he continues. "But you doubt her motives you think Buffy's all about the kill, then you take the little bus to battle." He looks at each of them, then finishes. "I've seen her heart and this time not literally and I'm telling you right now she cares more about your lives then you'll ever know."

Kennedy looks around the room and a little smile creeps onto her face as she sees the others have been calmed. 'Nice job Xander-that's how a lecture is suppose to work!'

"You gotta trust her-she's earned it."

A voice from the doorway surprises them all and they look that way, "Damn! I never knew you were that cool," grins Faith as she looks at the blonde Slayer.

Buffy smiles back, "Well you always were a little slow."

"I get that now."

Buffy looks at the Potentials, "All right, saddle up." Everyone moves toward the door but Xander-he stands as if in deep thought.

As the group reaches the stairs Willow is jogging down them, "Buff?" Willow tries but the blonde just smiles at her friend.

Without stopping Buffy calls back to the redhead, "I'm counting on you to hold down the fort Will-" and she goes out the door.

Willow watches as Faith and the Potentials file out. Her eyes stop on Kennedy, "Kennedy-" she starts but stops.

The young Slayer-to-be moves to her and kisses her quickly, "See ya." She winks.

Willow smiles a nervous smile and thinks about the girl, "Kennedy I-" she stops and so does the teenager.

She looks at Willow and again she winks, "I know." She smirks, "You can show me later."

Willow blushes and then rolls her eyes at the girl-her girl she corrects herself. As Kennedy leaves Willow's worried look returns. She feels a hand on her shoulder and turns to see her life long friend. Xander smiles, "No worries Will-I'll take care of her." He hugs her and before she can speak he too is gone. She finds herself alone in the entranceway.

At the vineyard later Caleb is tossing Buffy around like a rag doll. Spike is the next victim as he too is put out of commission in short order. As Slayers and would-bes fight Caleb finishes them one by one-as Kennedy charges she is knocked across the room and into the wine vats-she crumbles to the floor in a heap.

As the young Slayers-to-be fall in the old building, at the Summers' house Willow feels a slight fear course through her, "Kennedy-" she whispers as Dawn walks in.

"Willow?"

"She's in trouble-they're in trouble," says the redhead as she stands.

Giles walks down the stairs as she starts out the door, "Willow you can't leave the girls need you here."

"Kennedy needs me I can feel-" tears fall but she stops as she realizes she most protect those she is in charge of.

As they run from the preacher, Xander starts from the room but stops as he sees Kennedy. He slowly turns her over, "You okay?" He watches the emotions-fear, confusion and the panic-cross the teenager's face. He sees the blood on her split lip and catches her slight nod. "Let's go." He pushes her towards the steps as she stands. As he starts he feels hands grab him.

Willow is now pacing, she looks at the Watcher, "I have to go-it's been way too long-you know I'm right-you feel it too."

He simply nods. As she goes to the weapons chest he speaks, "Be careful Willow."

She nods and moves to the door. As she opens it she finds Kennedy and Spike standing there and sees others walking down the street. "Kennedy," she pulls her into a tight hug and then kisses her.

The pain causes the young Slayer-to-be to pull away, "Umm-"

"You're hurt-" she says softly as she looks over the girl slowly from head-to-toe accessing her injuries.

"Not bad-" she looks to the vampire and then to her girl.

"Let me get the first-aid kit," she starts to walk away but Kennedy stops her.

"No- Willow-you need to go with Spike." Again she looks to him for help.

Willow stops as she understands the unspoken words, someone is hurt-hurt much worse than her girl. Her mind begins to piece it together-not Buffy or Spike would be with her- "Xander." Her panicked eyes meet Kennedy's and the younger girl hugs her close.

"He stopped-stopped to help me if he hadn't then he'd be okay," tears stream from brown eyes and green just the same.

Willow kisses her softly, then whispers in her ear, "He promised-he knew-he always knows-he saw that I love you-he knew." Their lips meet again.

Kennedy's eyes widen slightly as she pulls away and looks at her redhead, "You-you do?" There is a pause, "You really love me?" The realization not quit sinking in for the young woman.

Willow nods and wipes her eyes as she whispers again, "Yeah, I do."-She pauses and adds, "I wanted to tell you but it keeps-it's hard but-I do. I love you Kennedy."

Kennedy nods and tries to smirk but it just isn't there, "Will-I'm sorry."

"Shhh-he'll be okay-he will, you'll see."

Kennedy hugs her again and whispers, "I love you."

Willow feels a hand on her shoulder and looks up to see Spike, "The boy needs you Red." Willow nods and follows the vampire from the room.

Kennedy walks into the living room as the other would-bes come in as well. The first-aid starts as her mind sees Xander and her heart feels Willow's words. 'How can you love me after you see what I caused?' Tears try to fall again but she won't let them. 'If I hadn't been so afraid-' she shakes the thoughts away letting her mind see and feel only her girl. She whispers, "I love you."

Hell and Heaven

She slips quietly into the house and up the stairs without being noticed. Once inside her room the tears start again.

"Willow," Kennedy says softly.

The redhead sees her girl standing by the window, she starts toward her but stops. "Hey-why are you up here? I thought you'd be training."

"Buffy's not here, so the training was cancelled."

"Not here? But she left the hospital," Willow is confused. Kennedy walks toward her and wraps her arms around her. "It's bad."

"Xander?"

Willow nods, "He ah-he lost his eye. But he's-he'll be okay-cause he promised me. And-and when he promises it's-he'll be okay." The tears start again.

Willow continues to cry and soon Kennedy's tears fall too. "It's my fault."

"No-no it's not. It's not-it-it just happened. It's not your fault." She presses soft kisses between her words. "It's not."

Later, Willow leaves going back to the hospital. Kennedy sits with the others downstairs and listens as Giles talks to Spike. When the vampire leaves she watches as the Watcher and the Slayer talk. She knows it's about her-well not just her but all the Potentials. Faith looks up at them and smiles, "Go get ready, we're gonna do some unwinding."

"Unwinding?" Rona asks.

Dawn, who's been as worried about Xander as Willow has, even smiles. "The Bronze?" She asks the Slayer.

Kennedy smiles as she remembers her 'Date' there with Willow.

"The Bronze," answers the dark Slayer. "A little dancing will get the job done."

"I'm in," Kennedy stands but then hesitates. Maybe I should wait for Willow to some back, she thinks to herself.

Giles answers as if reading her thoughts. "Willow won't be back before Xander is released. That could be hours still."

"I'm leaving in fifteen so get your asses in gear." The Potentials all head for the stairs.

Kennedy lags back and looks at Faith, "You know Buffy's gonna be pissed right?"

"Like that would be the first time. Get a move on brat!"

Kennedy jogs out of the room with a smile on her face. Faith looks a little unsure and Giles questions, "Is something wrong?"

"Nah-she just reminds me of someone. I'll figure it out." Faith too leaves. Giles smiles and shakes his head.

Later after the dancing, drinking and lets not forget the fighting- the would be Slayers return home because of Buffy's order. Kennedy storms into the house and up the stairs to the room she shares with her redhead.

She stalks to the window and looks out, up at the stars trying to calm herself like her girl taught her, "Focus-" she hisses. "Calm," she takes a deep breath and lets it out slowly as she tries to center herself. "Calm," she repeats-then sends her thoughts. 'Willow can you hear me?'

'Yeah-but you're all static-y. What's wrong?'

'Same thing that's always wrong-Buffy thinking she's the boss of me.' Willow laughs and a little slips through. 'It's not funny-and you always take her side. We were just at the Bronze blowing off some steam and she ordered us to go home.'

'Sweetie she just wants you safe-Sunnydale at night not safe. I'm glad she made you come home. I need you safe.'

Kennedy relaxes a little. Maybe Willow was right, maybe Buffy was just trying to protect them. 'I'm all safe-'she sits down in the chair by the window. 'I'm looking at the stars-wishing you were here.'

'Soon-we're just waiting on the paperwork.'

Kennedy's face saddens as she remembers why her girl is gone, 'How's he doing?'

'Acting all tough but I know he's scared.'

'I'm sorry-'

'Hey-no blaming we talked about this remember?'

'Yeah-'

'I'll be home soon.'

'Love you Red.'

'I love you.'

The connection ends and Kennedy snuggles deeper into the comfy chair. "I love you," she whispers as she looks out at the night. She looks toward the door as she hears a knock. "Yeah."

It opens and she sees Dawn, "We're decorating for Xander's welcome home party, wanna help?"

Kennedy nods, "Count me in," she stands and follows the younger Summers.

Soon Xander's home and Willow as well. Kennedy moves beside her and they slip unnoticed into the dining room. They share a quick kiss. "Ummm-" Willow forces smile. "I needed that."

Kennedy smiles as she wraps her in her arms, "Got more when you need'em. Anytime."

Willow leans in for another kiss. Their lips move slowly, opening and closing together. Needing air Willow pulls back. This time the smile is genuine. "That will hold me for a little while."

Kennedy looks into her eyes, "How you doing?"

Willow shakes her head and looks toward the living room. "This is so wrong."

Kennedy moves her hands to her redhead's face and lets her thumbs caress there. "We'll find a way to help-maybe my dad can-" she stops then lets her eyes fall to the floor.

Willow pulls herself together. She finds her resolve and uses it. "Look at me." Kennedy looks up into her eyes again. "Not your fault."

"You keep saying that," Kennedy fights tears.

"Then it must be true." She presses her lips to her girl's forehead. "Let's go see what's going on in there." Kennedy nods and hand-in-hand they join the others.

Later Buffy comes home telling them about her run in with Caleb. She is sure that the vineyard is the answer and that they should go back. One by one the people she has come to know over the last seven years stand up to her and refuse to follow her blindly. Suddenly she is gone and everyone sits around the room in stunned silence. Faith walks back in. She looks at those she is now in charge of-those she has to protect. She looks to the Watcher-sees his slight nod and she speaks. "Been a hell of a day. Get some rest, there's things to do tomorrow."

Everyone looks at her and one by one the Potentials leave the room until only Wood, Giles, Xander, Anya, Kennedy, Dawn and Willow remain with the once dark Slayer. Dawn struggles to keep the tears away. Faith levels her eyes on her. "You too half pint."

Dawn looks at the Slayer in charge and then to Xander. She hugs him and he whispers in her ear. She kisses his cheek then nods. As she starts to the stairs she looks at Willow. "I did the right thing didn't I Willow?"

"I think so, for now." Willow hugs her and Dawn cries on her shoulder but then pulls away and goes up the steps. The redhead's eyes follow her but look back at Kennedy as she feels her wrap her arms around her waist.

"Red you get Xander settled in B's room. I'll take the couch."

Anya looks unsure at the new leader but she doesn't buck her authority. She goes toward the kitchen as Willow and Xander go up the stairs.

Faith looks at Principal Wood. "If you want to stay, you can use the cot in the basement."

He nods, "If you want to talk later-"

She interrupts, "I won't."

Giles clears his throat, "Faith-you need rest as well."

"Don't sweat it G-Man-"

"Quite right. I'll see you in the morning then." He starts out of the room and Wood follows leaving Kennedy and Faith alone.

"Why are you still here?" Faith looks at the young Potential. "I think I said sleep."

"Thought maybe-"

"Look Junior-you take care of Red, I'll take care of the rest of it. Deal?"

Kennedy nods, "You're the boss."

"Damn right-check on the squirt before you turn in."

"On it." Kennedy goes up the steps.

Faith stands and stares at the now empty room. "What the hell did you get me into Soul Boy?"

As Kennedy nears the bathroom she hears loud voices. One belongs to Rona and the other Dawn. They stand facing off with an audience of about five. "I told you to shut up downstairs and I meant it." Dawn glares at the Potential.

"It's the truth-the bitch has lost it."

As Kennedy reaches them Dawn hits Rona square on the jaw and swings again but Kennedy wraps her up. "Enough!" Dawn struggles to get away. "Dawn-let me take care of this okay?"

Dawn looks at Kennedy, "I don't have to be a Slayer-wanna-be to kick her ass."

Kennedy turns her around so she can see her eyes, "There will be no ass kicking."

"Uh huh once you let me go."

Kennedy rolls her eyes and lets her go, "Have at it, but if you get Xander all upset, you get to explain it to Willow."

Dawn looks from Kennedy to Rona. "Watch your back." She says and then walks into her room.

Rona rolls her eyes, "I was wrong," she looks at Kennedy.

"Yeah, you were."

"They're both crazy bitches."

Kennedy takes a deep breath looks toward the door to Buffy's room and then punches Rona in the face. The Potential stumbles backwards into the others. "Night." Kennedy smiles as she walks away.

Rona wipes the blood from her lip and glares at Kennedy's back.

"I wouldn't if I were you," says Faith from the top of the stairs. She watches as Kennedy keeps walking. Rona mumbles and goes back downstairs with the others. Faith goes to Dawn's door and knocks on it. "Dawn it's me, can I come in?" The door opens slowly.

Kennedy is lying in bed. Willow is curled up against her but wide awake. She can't shut her busy mind down. She snuggles closer and lets her fingers begin a trail along Kennedy's arm. She caresses her girl then kisses her neck softly. "Whatcha doing?" Comes the sleepy words of her Slayer-to-be.

Willow grins, "Well, if you don't know-" she looks a little nervous "I must be doing it wrong." She lets her tongue trace against Kennedy's neck.

"Mmm nope. Definitely nothing wrong with that," she lets her eyes close again. "But why aren't you sleeping?"

"Can't-" she pulls back to say as she runs her fingers under Kennedy's night shirt, then licks her neck again. She stops at her ear and whispers breathlessly, "My head's all busy."

"How do we fix it?" Kennedy moans out as Willow's hand finds its target and starts massaging her breast.

"Shhhh-I'll show you."

"Quiet, I'll try. Can't promise if you keep doing that." She arches into her touch.

Willow still her hand, "You want me to stop?"

Kennedy opens her eyes and looks into her girl's, "Hell no-" she reconsiders. "No, not unless you want to."

"Don't want to." Willow kisses her tenderly as she moves onto her girl and settles between her legs. "I love you."

"Love you," Kennedy pants out as Willow's lips meet hers.

Later as the make out session continues Willow is kissing down Kennedy's now topless body. Her lips and tongue tease the younger woman pushing her closer to the edge. Kennedy arches against her as she moans her name. She feels the air hit the skin of her legs and her foggy mind realizes what her redhead is planning, "Will-Willow-stop-stop," she pants out.

Willow's dazed eyes meet Kennedy's as she stops, she smiles as she forces air into her lungs her nervous energy struggling to find a way out. "Why are we stopping?"

"Are sure you want to-" she stops as she sees her girl nod.

"You don't want?" Willow is confused.

"I want-I need more than you know but-" she lets her hand caress her redhead's face. "But only if you're sure."

"I-I am-I mean the giving-not so sure about the receiving just yet. Okay?"

Kennedy smiles, "Okay." She kisses her softly. "But if you-it's okay to stop if it gets too-"

"Shhh-and they say I talk too much." Willow rolls her eyes and then kisses her softly. As the kiss intensifies Willow's hands caress her girl. Their tongues battle and finally Willow has to pull away needing air. She pants for a second then begins to kiss down her Potential's body.

She kisses down her chin to her throat, there she kisses then licks-first one side then the other before moving down to the valley between her girl's breasts. Kennedy moans getting more lost with each second as the redhead teases. She drags the flat of her tongue down to Kennedy's belly buttons-dips inside and starts back up as the girl cries out her name. Neither seem to realize that they have passed quiet a few moans back.

Kennedy arches into her as she feels Willow's tongue lick a path up her stomach to the underside of one breast and then the other. "God-Will-" she pants out as she tangles her hands in soft red hair. Willow's tongue circles the hardening nipple as her hand slips into the waistband of the Potential's panties. She cries out again as Willow takes the peak between her lips and begins to suck.

Willow smiles against her treat as she starts to run her fingers through her girl's slick folds. The redhead moans a little as Kennedy gasps out her name again. "So wet-" she whispers against her breast as she kisses back up her body. As she kisses her neck again and finds her lips at Kennedy's ear she applies gentle pressure to the brunette's clit, "Love you." She draws the lobe between her lips as she lets her fingers find their place inside her lover.

Kennedy's body instantly begins to tremble, "Close Will-" she lets her hands fall from her redhead and grasps the sheets. She tries to speed up the pace but Willow keeps it slow. "Please."

"Shhh-" Willow breaths in her ear. "Trust me."

Kennedy forces her eyes to open and meet the soft green, "I do." She moves with her girl as Willow's fingers curls slightly-pushing the Slayer-to-be closer still.

Willow kissing down her body but much quicker. She pants a soft kiss at her belly button then to her dark curls. Her fingers never stop as she licks over her clit then brings it between her lips. She sucks gently but as Kennedy arches hard, she adds pressure-Kennedy tenses, her body pushed to the edge, then she falls hard and fast, the orgasm ripping through her. "Willow!" She cries.

Willow doesn't slow, her pace the same as she draws out Kennedy's release. Finally as her girl relaxes, she kisses back up her body and slows her fingers. As she kisses her lips her fingers still.

Kennedy gasps for air as she tries to control her body. Willow smiles-just a hint of sadness as she watches the pleasure on her girl's face. Kennedy's eyes still closed, her chest heaving-the sweet taste of salt on her skin as Willow kisses her neck. "You okay sweetie?"

Kennedy nods unable to talk as Willow curls against her side with her head on her shoulder and her lips at her ear. Her fingers stay unmoving but still inside the warmth of her Slayer.

Finally, Kennedy's eyes open and she smiles at her redhead, "Wow!" Willow blushes hiding her face. "What?" Kennedy shifts so she can see her face then moans as the fingers move too. "That was-" she stops. "Just wow!" Willow removes her fingers and Kennedy pouts playfully. "Sleepy now?"

"Not so much," she grins and raises an eyebrow. "You?"

"Nah-" Kennedy looks into her eyes. They kiss softly at first but then they again get lost in each other.

Hours later, Willow is still not able to sleep. She and her Slayer-to-be are wrapped together in a chair staring out the window as the first rays of the sun try to peek through. Willow is on Kennedy's lap, the younger girl's arms around her as she finishes another Xander story. Kennedy smiles at her words and Willow smiles back. "Sleepy yet?"

"Nope, but you can go to bed if you want."

"Come with me let me see if I can't relax you?" The younger woman wiggles her eyebrows at her redhead.

Willow bites her bottom lip. "Better not," she kisses her on the nose.

Kennedy takes her face in her hands and pulls her into a scorching kiss. "I bet I can shut down that busy brain with one try."

A stunned Willow nods, "Bet you could." She kisses her again.

"Wanna move this back to the bed?"

Willow takes a deep breath, "Kennedy I want-but I'm not-soon I promise."

"Okay," she kisses her again but this kiss is chaste. "Tell me more Xander stories.

Willow smiles, "He was my first crush you know." Willow whispers as she bites her bottom lip.

"Not really surprised, it happens-the falling for your best friend."

Willow rolls her eyes at her girl and teasingly asks, "Who was she?"

"Nah-no, I wasn't talking about me." Kennedy claims.

"Uh huh, right-come on out with it," she begins to tickle the girl under her.

"Hey-with the tickling." Kennedy tries to get away but her position is a disadvantage. So, the tickling continues.

"Okay-okay-stop and I'll tell you about Maggie." The Slayer-in-Training concedes.

"Maggie-she wasn't a crazy, murdering professor who made Frankenstein monsters out of demon parts was she?"

"Nah-pretty sure she wasn't, we went to school together," she assures.

"Good, that's good-cause well just-" Stopping her babble, she says, "Now, tell me about her."

"What's to tell? She was a friend, I had a crush."

Willow mock glares as she tries to look serious, "She didn't crush back?"

"No-no she did, we did-" Kennedy gives Willow a half of an eye roll.

"She was your first?" Her eyes meet Kennedy's and she sees the answer there without the words. The redhead smiles.

Kennedy smiles back, "Always had a thing for redheads."

To Be Continued...

Go Back To Part 1(Chapters 1-5)

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