Losing It

Buffy’s POV

Okay.

This is possibly *the* biggest and most important decision in my life. Of course I’m gonna talk to my best friend since diapers. Especially since she knows all the joys of lesbian sex. I can’t believe I just thought that.

I close the door silently and turn to face Willow who is sitting on the end of Faith’s bed, smiling. I lean my head back against the door and sigh.

“God, Will. I don’t know how much longer I can take this.”

I hear her chuckle and I lift my head to look at her.

“What’s so funny?”

She shakes her head and starts picking at the comforter.

“Oh, nothing.”

I smile as I make my way over to her. I drop the bag of…movies…down at the foot of the bed and plop down across from her. I pull my legs under me and lay down with my head on my hand. I absently pick at the comforter with my other hand. I stare down at the pattern and sigh.

“Will? Why does this have to be so hard? I mean, I thought that this would be the easiest decision in my life. I love Faith beyond reason and I know she loves me. So, why can’t I just…do it?”

I look up to meet the compassionate eyes of my best friend. She has gotten me through more than one rough patch in my life. She was the first person I told that I was in love with Faith. Of course, she was compassionate, understanding, supportive, and the best friend a girl could ask for. That’s why I love her.

She looks down at me and sighs.

“Because it is, Buffy.”

I raise my eyebrow. She shrugs and plops down on her back. She stares up at the ceiling and folds her hands across her chest.

“I don’t really know how to explain it. I mean, I felt the same way with Kennedy.”

I see her smile as she remembers. I can’t help but smile a little. She turns her head to look at me, and sighs, still smiling.

“I just…I had only known her for a couple of weeks, but after that date when she took me to the beach…I knew I loved her. Oh, Buffy…it was the best…well, second best…night of my life.”

Willow turns on her side and starts to tell me the story I’ve heard at least a hundred times before, but I don’t interrupt, I know she has a point somewhere.

“She took me down to Wake’s Pier and we had a midnight picnic under the stars. Everything was perfect that night. She had the candles, the soft music, the best food, and the softest blanket. I know Kennedy would kill me if she knew I told you this, but…”

She looks me dead in the eyes and smiles.

“She is the softest, kindest, gentlest, most romantic woman I’ve ever known.”

My eyes get a little wide and I let out a breath.

“Wow. You’ve never told me that before.”

She nods and continues to smile softly.

“I know. I didn’t want her to know I was on to her.”

I smile too.

“God, Will. I don’t really know what to say. Kennedy just doesn’t seem like the…soft type. Let alone, gentle.”

Willow nods.

“I know, but appearances can be deceiving. But…I gotta be honest…”

I look at her all expectantly. I knew the witch was holdin’ back on me.

“That’s what makes me so hot for her.”

This time she smirks.

“I love the hard-ass, takes no shit…demanding…aggressive side of Kennedy. She just makes me feel…safe…and…extremely horny.”

OH. MY. GOD.

I can’t believe *Willow* just said *horny*. I didn’t think that word was even in her vocabulary.

“Ugghh. Will. Too much info there.”

I shake my head and take in a deep breath.

“Waaaayyy too much info.”

She smirks and raises her eyebrow.

“Oh, really?”

Uh-oh. I so don’t like where this is going.

She scoots closer to me and pokes me in the side.

“You mean to tell me there aren’t times when you just look at Faith and want her hands all over you all at once? Or you don’t watch her working out…getting all sweaty and panting and wish she was making those sounds from screwing your brains out? Come on Buffy, I know it’s in there somewhere.”

Whoa. I guess she was *really* holdin’ back on me.

I pull back kinda stunned.

“Ah…I…well, I…mean I…huh.”

She just shakes her head and laughs.


“I can’t believe you Buffy! You have been with Faith for like ever, and come on, a girlfriend as hot as Faith and you don’t have *one* single fantasy about her?”

I start to blush. I didn’t say that.

I avert my eyes back to the blanket.

“I didn’t say that.”

I hear Will chuckle and she pokes me in the side again, making me look back at her. She has that look on her face. I know I’m not gonna get outta this one.

“Spill.”

I sigh out and cover my face with my free hand.

“Don’t wanna.”

Will pulls my hand from my face. She sighs and puts on her best resolve face.

“Buffy.”

I sigh out and fall back onto the bed.

“Okay, okay. I’ll tell you.”

She looks at me, waiting. I laugh a little nervously and avert my eyes to the ceiling. I slap my hand over my face.

“This is so embarrassing.”

I hear Willow sigh.

“Oh, come on Buffy. I’m your best friend and I would never laugh at you. Out with it.”

She leans forward and smirks.

“I’ll tell you mine if you tell me yours.”

I look over at her and smile.

“I’m not too sure that is a positive thing.”

She sighs out and sets her jaw.

“Alright, I’ll tell you.”

I hear her let out an excited breath. I roll my eyes and let out a deep breath. I pick a spot on the ceiling and start to pour out my deepest secret to my best friend.

“It’s starts with me lying in my room, studying by candle light. It’s all warm and I’m really relaxed. The bed feels really soft and my skin is like hyper-sensitive to the touch. I’m staring down at the pages in some textbook. I’m reading the words, but they just seem like a jumbled mess. I really want to learn whatever it is, but all I seem to be thinking about is Faith. Just when that thought passes through my mind, my door suddenly opens and Faith is standing there. She has on those…black leather pants that hug like *every* curve on her body. Her black tank has risen a little and I can see the firm muscles of her abdomen flexing with every deep breath she takes. My eyes travel from her waist over her heaving chest, and up to her dark eyes. They look a little darker than usual. Actually, they’re always that dark when she comes back from patrol.”

I hear Willow snicker. It breaks me out of my trance and I look over at her.

“Slaying makes Faith…horny?”

Ughh. There’s that word again.

I just nod absently.

Willow’s eyebrows shoot up and she nods.

“Okay then.”

She gets all interested again. She smiles and her eyes get wide.

“Go on. What happens after you look into her eyes?”

I smile. I turn my head back to the ceiling and stare up at the intricate design.

“Well, after we lock eyes for a few seconds, she lets out this deep breath…and then she smiles at me. She smiles this smile that…that makes me melt inside. I feel my blood flowing through my veins and I feel every nerve cell in my body start to tingle. Faith is the only person that can do that to me with just a smile.”

I stop and smile to myself. I really love my baby.

“I feel my heart pounding in my ears as she starts to make her way over to me. She sheds her jacket and pulls the stake out of her waistband, tossing them both to the floor. She stops at the foot of the bed and stares down at me with the most intense stare she has ever given me. Then, in this real deep and husky voice she says, ‘Come here’, and like it’s not even me, I feel my body instantly drifting towards her.”

I look over to Willow to see if she is still listening. Her eyes are glued to me and she’s starting to breathe a little raggedly. I smile to myself and continue.

“I get to the edge of the bed and I sit down, swinging my legs over the edge. I’m at eye level with her waist and she instantly envelops all of my senses. I can smell her sweat, her desire, and her arousal. I can feel this…vibe…she’s giving off. It’s like she wants me and there is no one else on the planet that matters to her. I see her chest rising and falling rapidly with every breath she takes, and I can hear her heart beating deep in her chest. I can almost taste how bad she wants me.”

I look over at Willow to see her still staring at me dead in the eyes. She’s watching every movement my lips make. I lick my lips and avert my eyes back to the ceiling.

“It’s like she is overwhelming me and has complete control over my body. I feel completely at her mercy, and yet…it turns me on beyond imagination. To be at her mercy like this. To know that I would do anything she told me to do…it makes me feel like we are the only two people on the planet at that exact moment. Does that make any sense, Will?”

I look over at Willow. She is just staring straight ahead. I can see her the tip of her tongue running over her lips lightly. I think Willow has left the building. I sit up on my elbow and wave my other hand in her face.

“Will? Earth to Will?”

She snaps her head over and looks at me with wide eyes.

“What?! Huh? Oh, yeah. Yeah, I think so Buffy. Definitely.”

She says nodding her head. I smirk.

“Really? So you think Woody Allen is the sexiest thing that ever lived too?”

I wait. I see it register on her face and she looks over at me completely lost.

“Say huh?”

I chuckle and fall back onto the bed.

“God, Will. Your head is always wondering these days.”

I look over and smirk.

“And I think I know just where it’s wondering to…or should I say to who its wondering to.”

She actually blushes. I didn’t see that coming considering how she was talking earlier, but I smile anyway and turn to face her. I lay on my side and sit my head on my hand. I watch as she mirrors my position and stares back at me. I smile and raise my eyebrow.

“Yeah?”

She shakes her head a little with a faint smile.

“Nothing. I was just thinking how lucky we are.”

I tilt my head a little and look at her with a questioning glance. She sighs a little and starts playing with a loose string on the comforter.

“I mean I just can’t believe I found someone like Kennedy. She’s just…amazing.”

I lean in and reach over with my hand to lift Willow’s chin to look at me.

“Hey, she’s the lucky one. I happen to know you are pretty amazing yourself Ms. Rosenberg, and I know Kennedy would agree.”

She smiles sweetly and blushes again.

“I just…sometimes I wonder what I did to deserve some one who loves me like she does. That’s all.”

I lock eyes with her once again. I set my face in my best resolve glare.

“Because you’re you and you deserve the best. There is no explanation Will. It’s just one of those things in life that just…is. Except it, love it, cherish it…and quit thinking so much. You make the rest of us look bad.”

That earns me a smile and I smile back. She sighs out and looks at me with her soft green eyes.

“Thanks Buffy. I knew I picked a good best friend.”

I smile and stare back down at the comforter. I feel Willow poke me in the side again. I look up to meet her smirk.

“Don’t think a little smooth talkin’ is going to get you out of telling me the rest of your fantasy Ms. Summers. I wanna know what happens after Faith comes into your room and you are at her complete mercy.”

This time I blush.

“It gets a little less…G rated, from there.”

I hear her gasp.

“Oh, come on Buffy!”

I sigh and smile to myself.

“Okay, so after I crawl over to Faith, she puts her hands in my hair and leans down. She kisses me and it’s the softest kiss we’ve ever had. When she pulls away, my eyes are still closed and I feel her right hand slowly trailing down my body. I open my eyes and meet her intense stare.”

I take a breath.

“She just looks at me with so much…love that I knew I wouldn’t…no, couldn’t deny her this time. She whispers my name softly and pulls me into another soft, but passionate kiss. I feel her right hand trail down over my collar bone and onto my right breast. She gives it a firm squeeze, and I moan into her mouth. It’s like it sets her off and she starts to massage it in a steady rhythm. That sets me off.”

I look up to see Willow hanging on my every word. I avert my eyes back to the blanket and swallow before continuing.

“I start to moan a lot then and that’s when she slips her hand under my pajama top and comes into direct contact with my heated flesh. I lift my hands up and tangle them in her hair, pulling her into me hard. She lets out a grunt and shifts so her knees come into contact with the end of the bed. She keeps kissing me, plunging her tongue deep into my mouth. With every stroke, I feel myself getting more lost in the moment. I suck on her tongue and she moans into my mouth really loud.”

I close my eyes for a second to regain myself. I know it’s just a fantasy, but it’s really starting to get to me. I lick my lips and struggle to continue.

“The next thing I know, she shoves me back onto the bed. I fall down with a moan and she is on me in an instant. She runs her tongue from my mouth down to my chest. She grabs my top in a tight fist with both her hands and rips it open. I gasp at the sudden rush of air and of her lips against my skin. She starts kissing, licking and sucking every where. When her lips encircle my left nipple, I moan real loud and ball the sheets into my hands tightly. I arch my body into her, desperately seeking more contact…”

I’m interrupted by a hand on my side. I look up to see Willow panting with wide eyes.

“Damn, that’s hot.”

I chuckle, but she doesn’t smile. I quickly get serious.

“You okay, Will?”

She nods her head weakly and swallows hard.

“Ye…yeah. I’m good. Ke…keep going.”

I nod and continue.

“She lets go of my nipple with a suck and licks her way back to my ear. She breathes onto it with a deep breath and whispers in a husky voice ‘I want you Buffy. I want to feel your pussy convulsing around my fingers as I touch you deep inside. Will you give that to me?’ That made me so wet, I was afraid I might of soaked clean through the mattress. I’m barely able to nod my head, but I know she feels it cause she starts kissing back down my body. She stops at my navel and swirls her tongue inside it in perfect circles. I tangle my hands in her hair and moan.”

Okay. Starting to lose it here. Maybe I shouldn’t…but my brain and my libido don’t seem to be communicating right now.

“She grabs the top of my pajama bottoms with her teeth and pull them down over my knees. She kisses her way back up my knees and over my thighs. I take in a gasp when I feel her breath onto my pussy through my panties and I get even wetter. She leans in and licks me through the fabric and I lose it. ‘Please, Faith. I can’t take it. Please…fuck me.’ It works, cause she slides back up my body and starts to kiss me as she slides my panties down my thighs and plunges a finger into me. I arch into her and moan. I force my eyes open and I see she is looking down at me with such love and admiration and I know I made the right choice.”

I let out a deep breath as I feel a twitch in my pants. God, I’m making myself horny talking about something that’s never even happened. I can only imagine what it’s gonna be like after it really does…

“I lean up and kiss her really softly and she looks down at me and smiles as she continues to move inside of me. ‘I love you, Buffy’ she says and I swear I see a tear in her eye. She just puts her head on my shoulder and my hair covers her face. She moves inside of me and I feel complete. I feel her pull out of me and I whimper, but it quickly turns into a gasp when I feel two of her fingers enter me.”

Breathe. Breathe. You gotta…breathe.

“She pumps me really slowly at first, but she feels me pulling her deeper inside of me and with a moan she picks up the pace. She rubs her thumb over my clit and in a matter of seconds, I’m cumming. Hard.”

I look up to see Willow breathing hard. For a second, I’m afraid she might hyperventilate. I reach over and grab her arm.

“Will?! Will, just breathe!”

She sucks in a quick breath and I see the life come back into her eyes. She lets out a deep breath and I smile.

“Whew. I thought you were gonna explode for a second there.”

She shakes her head.

“No…no exploding…at least, not the bad kind.”

I moan out.

“God, Will…”

She smiles and looks at me with raised eyebrows.

“Me? What about you? Ms. ‘She rubs my clit and I’m cumming in seconds…Hard.”

I blush. I didn’t think she heard that. God! I can’t believe I just told her that.

“Will…”

She just smiles and swats my arm playfully.

“Don’t worry Buffy. I’m not laughing at you. I think that is quite possibly the most beautiful thing I’ve ever heard. Faith should be so lucky.”

She smiles and I smile. Something catches her eye behind me and her eyes narrow.

“What is…that?”

She lifts her head a little and peers over into the darkness. I turn my head and look over to see what she’s looking at, but all I see is Faith’s dresser and a pile of dirty clothes. Faith can be such a pig, but she’s my pig.

Willow keeps her eyes locked in the darkness as she crawls over me on the bed and walks over to the dresser. I turn over and sit up on the end as I watch her bend down to investigate.

“What is it?” I ask.

I see her shoulders slump for a second and then she sits up all of a sudden. She closes the drawer and turns to look at me with wide eyes. She gasps out and I see her nearly fall over
“A
“Ah, nothing. I really need to talk to Kennedy now, so…bye.”

In a flash, she jumps to her feet and bolts out the door. I stare at the open door with a puzzled expression.

“Huh. Well, that was strange, even for Will.”

I turn my head and look down where Willow was just investigating. I wanna know what’s in there. Don’t get me wrong, I respect Faith’s privacy and I would never do anything to betray her trust in me, but I just gotta know.

I ease off the bed and slowly make my way over to the dresser. I bend down really slowly and grab the handle on the drawer. I take in a deep breath and let it out as I slowly slide open the drawer.

My heart jumps into my throat when it registers in my brain what I’m looking at. I reach out with a tentative hand to touch it, but I pull back at the last second.

Is that the…that Faith was talking about? I didn’t think she was serious…but I guess she was. Before I can stop myself, I reach into the drawer and wrap my hand around it. I close my eyes and moan, just imagining what it would look like on Faith.

“Hey. What’s up with Red? She came running down stairs and…”

I quickly open my eyes and turn my head at the sound of Faith’s voice.

Talk about getting caught with your hand in the cookie jar.

Great, Buffy. are are you gonna get yourself out of this one, huh?

Faith is staring back at me with these wide eyes and a panicked expression. Before I can say anything, she rushes over to me and falls onto her knees beside me. She takes my hand, the one that isn’t wrapped around a silicone dick, and pulls it into her lap. She looks me dead in the eyes and starts to beg.

“Buffy, baby, please don’t be mad. You weren’t supposed to see it. I wasn’t sure you’d wanna…so, that’s why I haven’t…and I was afraid of what you might think, but I swear to you, I haven’t used it. I just bought it and kept it around in case…you know, you wanted to…not that I expect you too! Cause, I don’t! Please don’t hate me.”

She trails off and stares down at the carpet.

Whoa. Okay. Was so *not* expecting that. I’m the one going through her personal stuff, and she’s begging *me* not to hate *her*.

I pull my hand out of the drawer and force her to look up at me. I can see she’s fighting back tears. I wipe my thumb over her cheek soothingly and lean into to kiss her softly. I pull away and smile at her.

“Baby, I could never hate you, and I’m not mad. I promise. I’m just a little…surprised. I know you said something about it…but, I didn’t really think you had…you know. It just shocked me is all, but, I swear…I’m not mad. If anything…it makes me feel…”

I trail off as I turn my eyes to look down into the drawer. I stare down at the vague outline of the dick. I feel a chill run through me and I feel a jolt of arousal shoot down to my core. Somewhere in my haze I hear Faith groan and then I feel an intense heat as she leans into me. Really close.

I turn my head and in an instant her lips are on mine. I moan out at the contact and a little in surprise.

I feel Faith release my hand and place hers onto my thigh. I moan out again at the contact. I guess she takes it as a sign to go further and I feel her hand sliding up my thigh to the crotch of my jeans.

Her hand comes into contact with my pussy and she gives it a hard squeeze. My eyes suddenly widen and I pull away from the kiss gasping. Faith locks eyes with me. She stares back at me for a few heartbeats. I’m panting and breathing really heavy. I see Faith’s eyes flash with arousal and then she is kissing me again, rubbing me through my jeans.

For a moment, I let her. I relish in the feel of her hand against my pussy, touching me in the most intimate way. But, I know if I don’t stop her now, something might happen that I’ll regret. I waited this long, what’s a little longer?

I lift my right hand and place it against Faith’s chest to push her away, but before I can, I hear her moan into my mouth. I think that she took it as me responding to her touch, because I feel her lean into me, and she slides her hand from the crotch of my jeans up to my belt. I feel her start to unbuckle it with blinding speed. It takes me a moment to register that Faith has my pants unbuttoned and is pulling down the zipper.

I push against her chest and she pulls away from me, panting. She takes in deep, ragged breaths as she looks back at me with a confused expression. I struggle to regain my breathing as I push myself to my feet and walk to the other side of the room. I start to re-button my pants and buckle my belt as I turn back to face her.

She looks up at me and closes her eyes. She takes in a deep breath and pushes herself to her feet. She walks over to her bed and plops down. I see her shoulders sag and I hear her let out another deep breath. I slide my belt through the loop in my jeans and just stand there, staring at her back. I start to take a step towards her when I hear her voice through the darkness.

“Buffy…I’m…I’m sorry.”

There she goes again. Apologizing for doing absolutely nothing wrong. We are so gonna have to talk about that.

I take soft steps over to the bed. I walk around and come to a stop directly in front of her. I place my legs between hers and stand there looking down at her, waiting to see those beautiful brown eyes look up into mine.

It takes a moment, but I watch as she slowly lifts her head and locks eyes with mine. I feel my heart break when I see a tear slip from her eye. I reach forward and wipe her cheek with my thumb.

“Baby, please don’t cry. I hate it when you cry.”

She nods and sniffles back her tears. She turns her head and kisses my palm before nestling her face against its warmth. I close my eyes and stand there, savoring the moment. It’s moments like this that I treasure the most. The moments that Faith shows the person within…the warm…feeling…compassionate…woman. It reminds me that Faith is not just some ass kickin’, bad-ass demon killer, she is a woman with feelings and a heart that bleeds just as ea as as mine. I wouldn’t have her any other way.

She looks up at me with those eyes I fell in love with so long ago.

“I just…I need you so much. I couldn’t take it if I ever did anything to make you leave me. I couldn’t breathe without you. I’d rather die than live without you. Buffy…baby…please, don’t leave me.”

She drops her head again and my hand slides away from her face. I start to cry. Sometimes, I can’t believe how much she loves me. I drop to my knees in front of her and pull her into a tight embrace. She wraps her arms around me tightly and buries her face in my hair over my shoulder. I rub her back soothingly and cry silently.

“Faith…baby…I’d never leave you. We’ll always be together. You could never do anything to make me leave you.”

I smile a heartfelt smile.

“Sorry, but you’re stuck with me until death do us part. And even then, I will never leave you.”

She pulls away from me slightly and stares deep into my eyes. A slow smile spreads across her face.

“Good to know.”

I swat her on the leg playfully. She chuckles a little and sniffles back her tears. She averts her eyes to the carpet for a moment and then looks back up into my eyes.

“I thought that maybe I went to far and you…you thought that I was pushing too hard or somethin’. It’s just…”

She sighs out and runs her hand through the hair at my temple.

“I want you so much…but I need you more. I swear…I’ll wait forever if that’s what ikes.kes.”

I smirk.

“Hey, *I* can’t wait forever, and I don’t expect you too. I don’t want to die a virgin you know. Besides…”

I lean forward and she leans in to kiss me, but I pull back a little and lick her lips with the tip of my tongue. She groans and I smile.

“…I wanna feel those lips kissing my clit…”

She groans again.

I lift her hand and kiss each finger before looking up at her through my lashes.

“I wanna feel these fingers deep inside me as I scream out your name…”

She swallows hard.

I lean forward and make eye contact before plunging my tongue deep in her mouth. We kiss deeply for a moment and then I pull away and smirk once again.

“…and I wanna feel that tongue plunging deep inside me as I beg you to fuck me harder…in my pussy and…”

I lean forward and lick the shell of her ear before whispering with a smile.

“…in my ass.”

She lets out a really loud groan this time and then falls back onto the bed. I look down at her with a chuckle. She slumps her forearm over her eyes and I watch as the tight muscles in her stomach flex rapidly as she tries to regain control over her hormones.

“Jesus Buffy…if you keep this up…you’re gonna give me a fuckin’ coronary or somethin’.”

She takes arm off her eyes and smirks.

“Then who would plunge their tongue in your ass, huh?”

This time I groan and fall forward on top of her. She chuckles beneath me and rolls us over.

It’s something I’ve picked up on over the years. Every time we make out or lie in bed together, Faith always has to be the one on top or in control. I guess it must be a slayer thing, but something tells me it’s a Faith thing. The thought vanishes out of my brain when Faith kisses me softly.

Yep. My virginity is definitely a goner.

I smile into the kiss and run my hand through Faith’s dark tresses. As I lie under my baby and soak up her affections, a random thought occurs to me.

I wonder what happened to Will and Kenn?

~~

As you've probably guessed, the next chapter is gonna be Willow/Kennedy centered. I don't really know how I'm gonna handle that one, but I hope I won't royally suck at it. I hope you are enjoying it so far. Please, let me know what you think so far and how you feel about a Will/Kenn chapter. Thanks so much for reading my fic. It means a lot to me.