I'm not really sure how it happened or when. I guess studying has always come naturally to me. I've always been the brain and had an affinity towards higher learning. I got into like a bazillion colleges. They wooed me senior year. They pitched woo to me.

But, I chose to go to the local college, mostly because she was going to be there. Crazy, right? You wouldn't think so if you knew her and everything that she stands for. She's been my rock and I can't really remember what it was like when she wasn't here. I suppose it was like I was living in black and white... going to class, studying, pining after Xander, studying some more.

Then she transferred and we met and just clicked. Now I've been living in techni-color. So where was I? Oh, yeah... studying. So I've been studying her a lot lately. Well, I guess not lately... since we met really. She's a tough egg to crack. She's so tough and strong sometimes... then a little vulnerability leaks out and my world goes all askew.

She's made me a better person... hell, she's made me more of a person in general. I was always quiet, shy, and kind of melted into the woodwork. Slowly but surely she became my friend and all of a sudden I was like 3-D Willow, I felt real. I know, you probably think she's too good to be true and that there isn't anyone in the world that deserves that much credit. Believe me, she does.

So I've run across a problem now. Oz left and I'm dealing, Angel left and she's dealing. We're pretty much getting along without them. See now, that's the thing. We're without them. No men. And we're roomies as in living together in the dorms. So I've found myself studying her more and more lately and I can't help but think there has to be something wrong with it. Right? I mean, I'm not gay as in liking girls... that's not me, no sirry bob, nope, I like men, manly men that lift and sweat and are kind of muscley and... okay, I'm babbling.

So I'm definitely not THAT but I find myself, well, drawn to her. Maybe even attracted. I mean, who wouldn't be. She's got the most mesmerizing eyes, and the way her lip curls when she smiles is like.. wow, and her figure, god, to have half the body she has... and her hair, please, I didn't think anything could ever be that soft. Yeah, babbling again... but in a good way.

So I went to Giles today and told him that I was confused about a lot of things in my life. We had a great talk really, and he told me that things get sorted out better when he writes them down. Sort of like a stream of consciousness thing where you write down everything and anything that comes to mind. So that's I'm doing, but the only thing that comes to mind is her.

She's out now, slaying some vampires or smashing demons, so it's safe. She won't be back for another hour yet. So here I sit, on her bed with my laptop, and I'm just writing away. I'm a writing machine, really. I sit here sometimes when she's out. It probably sounds really psycho and that I need to get my head checked but I can't help it. This is her, compacted into a six by eight space, and I can't help myself really. Sick? No, actually it's quite comforting. I just sounded like Giles. When she's out I worry about her. She could get hurt or killed or bleed or something horrible. So I sit here and I get under her covers and it kind of smells like her... and it's comforting. It's like when you go to your grandmother's house and it has that certain smell... you know that grandma smell. Well, over here it's a Buffyish smell. It smells like Buffy, like she was just here.

Where was I again? Yeah, so we're without men... manless really and I can't help but think that I should do something, take the initiative. But so many other things come into play like, will she feel the same? Will people make fun of us? What about Xander? What about Oz and Angel for that matter? I've got all these questions that need to be answered but I know I'm way too chicken to look for the answers. I can't, there's too much to risk. Right? What if she runs screaming in the opposite direction or hates me or doesn't feel the same or tries to stake me or something? Then I think that it could be easy, I mean, I could make it easy. Buffy always said I should use my powers for good. This is for good, isn't it? What if I did a teeny weeny little truth spell on both of us? What could it hurt? Friends are supposed to be honest with each other... I could just make sure of the honesty factor. Heck, I could even tell her about it... like an experiment or something. She's always willing to help me out with my wicca studies. So maybe that's what I should do. It sounds like the easiest way out and I won't be hurting anyone. I'll have to run over to Giles' house tomorrow and bring him some British tea or something. This writing has really worked out well.

She crept in around 2 am leaving a wake of dust in her path. There were three newly risen vamps tonight and they were dispatched of quickly enough. It always took them forever to get up though, she must have made it around the cemetery six times before her slayer sense kicked in. She looked over at the other side of the room and saw red hair protruding from beneath a warm comforter. Looks like all is well on the home front. Quietly, she changed into a long t-shirt and made her way over to Willow's bed.

"Wake up sleepy head." She jostled her a bit, trying not to scare her.

"Hmm? Oh, Buffy.. good slayage?"

Buffy noticed a hint of emerald green peek out from under her eyelashes and smiled. "Good slayage, Will. They took forever to rise though, guess their parents never taught them about punctuality."

This had become a routine for them since Willow had become her roommate. Every night she'd come in from slaying and Willow had insisted that she wake her up so she knew she was alright.

Willow shifted in bed and patted the now empty spot next to her. "Sit, tomorrow is Saturday and we can sleep in."

Buffy crawled into bed and pulled up the covers. "So how was your night?"

"Not bad. Finished my homework, checked my mail. There's nothing on TV. Even my favorite sci-fi show is hitting the repeat button and there won't be a new episode for two weeks yet. I had an idea for another spell, though. I'd like to try it tomorrow." May as well get right to the point.

"Goody, so what's the plan this time? Rain of frogs, hail of toads, turn Professor Walsh into a rat?"

"You know I hate frogs and any form of reptile, Buffy. And I can't even de-rat Amy yet, so I don't think Professor Walsh would be very appreciative of a shiny new wheel. Besides, I was thinking something a little less complicated. Something I haven't tried before."

Now Buffy's interest was piqued. "Come on, spill. What is it? If you don't tell me I'm gonna have to resort to the tickle monster!"

Just thinking about it made Willow jump a little. "Okay, okay... I was thinking about trying a little truth spell."

"Hmm... has potential. Let's do it on Xander and find out if he really doesn't remember being a hyena."

"Yeah, that could be fun. So we'll talk about it more tomorrow?"

Buffy knew the question mark in her friends voice meant that she was tired. "Sure, Will. I'm gonna hit the sack now." She got up and went over to her bed. "Nighty night."

As usual, Buffy got up before Willow did at the crack of dawn. She hopped out of bed and headed off to the bathroom. Damn slayer powers. Can't even sleep 'til noon. She came back, got dressed and looked at the clock for what was probably the tenth time. Hmm, 8am. Will won't be up for another hour yet. She walked over to Willow's computer and booted it up. She always said I could use it anytime. After it booted, she noticed that Willow had re-arranged things since the last time she'd used it. Pushing what she thought was the internet button, Buffy sat and waited for the little connection box to come up but was instead met with a saved document. Now what is this? She began to skim the document. Transferred? Techni-color? Studying HER? What the hell?

"Buffy?"

She slammed the lid on the laptop closed. "Will, I thought you were sleeping... I, uh, I was just..."

"Snooping?" She gave her an incredulous sleepy look from under a red mane.

"No... I mean, you said I could use it whenever I wanted and I was just gonna go onto the internet."

"Oh, okay... that's fine then." She gave a little stretch. "So how long have you been up?"

"About half an hour." Buffy noticed the skin peeking out from the bottom of Willow's pajama top. "Uh, why don't you get dressed and I'll go for bagels?"

"With veggie cream cheese?" Her eyes widened.

"Your wish is my command. I'll be back in a few." With that, Buffy was out the door.

Now that's not something you see everyday. I mean, Willow, thinking about a girl. And what's this whole techi-color thing about? I thought she totally freaked at the thought of girl-girl action. I wonder who she is. Maybe it's that new witch, Tara. That's got to be it. We've never seen her around before, she may have transferred in. She's not that pretty, though. Willow could do much better that that. I mean really, you can spot those roots a mile away. She doesn't look like she takes very good care of herself either. Very frumpy... full of frumpiness. God, what am I saying? I sound jealous or something of this Tara chick. Well, if it's her she'd better treat my Willow right or I'll have to slay her ass... okay, that's enough, Buffy. You can't be jealous every time Willow finds a new little friend... who is so obviously undeserving of...

"I said, can I help you miss?"

"Huh? Oh, two everything bagels toasted with extra veggie cream cheese, and two coffees light and sweet."

...her friendship in anyway. I mean, to be Willow's friend, you kinda have to be special. You gotta have the it. I really don't think this girl has the it for Willow. Seems like Willow's got something for her though. I wonder why she never told me about it? How could she not tell me? I guess she was really freaked out about her other self from bizzaroland, so maybe she thought I'd be freaked too. I'd be happy for her, regardless. Guy, girl, werewolf... who cares, as long as she's happy. Look who's talking anyway... I had a vampire for a boyfriend. It kinda creeps me out thinking about some other girl touching her, kissing her... I should be the one... NOT thinking about this, definitely not thinking those thoughts or how soft her lips are or her hair, mmmm soft, or how she smells... STOP IT! Thinking naughty thoughts about Willow should be declared a sin or something I mean really...

"Hello? Earth to Buffy..." Willow was waving her hand in front of her friends face.

"Huh?"

"Since when did you turn into such a space cadet? Did you run into some slimy demon that's got your tongue?" She furrowed her brow in concern.

"No, I was just... Yeah, I guess I was really out there, wasn't I?"

"What's wrong, Buffy?" She was getting more and more concerned by the minute.

"Nothing really. I just... well, if you had something really important to tell me, you would, wouldn't you? I mean like if you've met someone or if you were confused about something or... you know you can talk to me about anything, right Will? I mean ANYTHING."

"Who died and put you into babble mode? Of course I'd tell you if I met someone, which by the way, is not the case. You're my best friend, Buffy, I can tell you anything." She smiled for reassurance.

Buffy felt better. "Okay... bagel?"

They ate and watched Saturday morning cartoons together. Buffy felt a little restless and decided to go running and agreed to meet her back at the dorm for dinner. They both decided to peek in on their respective parents just to let them know they were still alive. Buffy went shopping with her mother and Willow found that her parents were out of town, again.

Later that evening...

"Come on, Buffy. You have to concentrate." Willow was getting edgy. She just wanted this to go right and her fidgety friend wasn't making it any easier.

"It itches, Will. I want the cotton robe next time."

"You have to wear that robe in order for it to work. This one is for casting only... unless of course you wanna cast the spell?"

"No, that's your area, Will. I slayer, you witch." She smiled and settled down again.

"Fine, here we go:

Willow reached out and extinguished the candles in order. She closed her eyes, took a cleansing breath then looked over at Buffy.

"So, do you feel any different?"

"Not really. I think that incense stinks though. I thought you were gonna do all your spells in pine fresh scent?" Buffy wrinkled up her nose as if to demonstrate her point.

"Yeah, well... it's required for this type of spell." She lowered her voice a little. "Are you sure you don't feel any different? Willow began to think the spell didn't work.

"Yes, I'm sure. God, Will, it's so annoying when you repeat yourself." Buffy's hand flew to her mouth. "Will, I'm sorry, I... I don't know why I said that... I"

Willow looked at her a little shocked. "It's okay, Buffy. I guess it did work." She smiled and bounced a little.

Yelling from outside their door stopped them from continuing the conversation. They both got up and ran over to see what was going on. Upon opening the door, they were met with all of their dorm mates screaming at each other in the hallway.

"Yeah, well I can't stand it when you don't put your clothes away. Do you really think the doorknob was invented so you can hang your dirty underwear on it!?"

"My toothbrush is not here to amuse you. How could you do that? That's so gross... I'll never be able to look at a toothbrush again without getting all icked out with a seriously disturbing visual!"

"..and keep your toenails off of my side of the room. God, can you be anymore disgusting? I get up to go to the bathroom and my feet get sliced by your cast-offs!"

They looked at each other and shut the door.

"I guess it really, really worked! Let's get changed and go see Giles. He'll know what to do." Willow offered.

"Way to state the obvious, Will. Can't you do anything right without having Giles bail you out?" Buffy's head shot up to her friend. This truth spell was gonna have to get gone... and fast! "Will, I'm so sorry..."

"Don't worry about it, Buffy. I mean, you were only telling the truth. Right?" She understood, but was hurt by the words nonetheless.

"Now tell me again how you cast the spell." They were going over the ritual, trying to find out why it had been so far reaching.

"Well, I lit the incense and called on the God and Goddess and then I invoked the four corners, then--"

"You called both the God and the Goddess?"

"Yes" Willow answered in a small whisper.

"That's it then. Willow, when you do a truth spell, it is customary to call on the Goddess of truth, when you invoke the God too, then..."

"The spell is twice as potent!"

"Obvious statement number two... way to go Will." Buffy was leaning on the counter behind them.

"Buffy, that wasn't very nice. How could you say that to her?" Xander spoke up now and crossed the room towards her.

"It's the truth, Xand. If you don't mind, why don't you try to be annoying on your own behalf next time." Buffy retorted.

"Xander, it's the spell, not Buffy." Willow leapt to her defense.

"Will, how can you defend her, she's being so mean to you?"

"But, it's the truth, Xander... she's telling the truth about how she feels."

Buffy's gaze went to both of them. "I'm sorry, guys. I just can't seem to help myself. Any thing that crosses my mind comes out of my mouth." She began to study the floor.

"Yes, well. It occurs to me that this is not only a truth spell. You have managed to phrase your spell in such a way that those effected will speak their mind as well."

Willow gave him a confused look. "You mean 'each word that's thought is spoken new'?"

"Yes, yes indeed."

"So what Buffy and everyone else in the dorm is saying, isn't necessarily the truth. Just the first thought that crosses their mind."

"Yes, you're right Xander." Giles smiled

"I'm right? I mean, yeah, I'm right!" His smile broadened.

"Although the spell was powerful, I believe it only affected your floor. As you wanted, Willow, it will only last twenty four hours. I'd suggest just waiting it out."

They couldn't tell, but it looked like Giles had an amused look on his face.

"You think this is funny, don't you tweed guy? Why am I affected? Why isn't Willow spurting out truths and what ever is on her mind?"

"Well, I wasn't present, but one would assume that you, Buffy, were outside the circle of protection. If even a piece of fabric was outside of it, then you would feel the effects of the spell."

"I was in the circle!"

"But you were on the edge of it, Buffy. You were trying to avoid the incense, remember?" Willow reminded her.

"Just great! Everyone on our floor, including me, has a need to share their fuzzy feelings for the next twenty four hours... except, of course, for the little witch!" Again, Buffy looked over to Willow. "Will, I... "

"I know, you're sorry." She made a little grimace.

"Might I suggest that you avoid the dormitory tonight? Why not stay somewhere else until the effects of the spell wear off?"

"My parents aren't home... we could stay there?" She posed the question to Buffy, hoping for somewhat of a level-headed response.

"Sure, Will. I'd never pass up the chance to sleep with you." Her eyes went wide with surprise. "I mean, uh..."

Giles cleared his throat. "Ahem, yes, well, come see me tomorrow, preferably after it's worn off."

They walked to the dorms to get their stuff. Both prepared overnight bags and Willow grabbed her laptop. They headed off to Willow's house in silence. Willow, afraid to provoke any more truths, and Buffy, afraid to hurt her friend's feelings anymore than she already had. They walked in and headed up to Willow's room.

"I'm really sorry about this, Buffy." She was standing over at the balcony. "I didn't think it was going to be like this."

"No, I guess you didn't think, Will, but there's nothing we can do about it now. I'm starved, we never did got to eat."

Willow let out a heavy sigh. "We can order pizza if you want? Do you think you could do me a favor? I mean, I probably shouldn't ask, and I know you're probably not going to be able to do it, and I wouldn't ask if it wasn't..."

"Would you stop babbling and just ask already?" Again, her hand came to her mouth and she looked over to her friend. "This speaking your mind thing really sucks, Will." She walked up behind her. "I'm sorry. You know I'm sorry right? I mean, it's not like I mean to say it. I guess I just never realized the things that passed through my mind until I was forced to say them. I'd never hurt you intentionally."

"I know, Buffy. Do you think you could try to... curb yourself. I know you don't mean it, but it doesn't make it hurt any less." She hugged herself.

"I can try. I'm not going to make any promises though."

Soon the pizza arrived and Willow ran downstairs to get it. She headed upstairs again and noticed that Buffy had accessorized while she was gone.

"Buffy, what's that?" Her eyebrows arched at the sight.

Around her neck, Buffy had a piece of string and hanging from it on a piece of cardboard were printed the words 'I'm sorry'.

"I know you're probably sick of hearing it, so I figured if I wore my heart on my sleeve, so to speak, then, well... " She gave the redhead a sheepish grin.

Willow put the pizza down and walked over to her friend to give her a hug. "Aww, Buffy, that's so sweet! I know you don't mean to say those things."

Buffy inhaled as her friend enveloped her in a hug. "Wow, you smell so good, Will. Tasty even." She pulled back and was met with the same shocked expression she was probably giving off. "I, uh... "

Willow pointed to the sign and Buffy nodded silently.

They ate quickly enough and decided that showers and pajama's were in order for the night's movie fest. Willow's parents always had a good supply of movies in the den and there were a few that they wouldn't mind seeing again.

Willow gathered her stuff and set off to the bathroom. "I shouldn't be long." She gave her friend a smile and was out the door.

As soon as she heard the shower turn on, Buffy ran over to the computer and booted it up. Come on, come on... why are these damn things always so slow? I have to find out who she was talking about.... where is it? Start, documents... ah ha! Here it is! Impatience got the best of her and instead of reading, she started skimming again. She got half way down the page and heard the shower turn off. Quickly, she closed the document and started a game of solitaire.

"Hey, I'm done if you want the shower now." She gave her a questioning look. "Buffy, what's your sudden fascination with my computer? I thought you hated it?"

Buffy turned around and looked over to her friend. Wet. In a robe. With water droplets still across her chest.

"Uh, nice robe, Will... kinda techni-color, isn't it?" She smiled but it faded quickly when she saw the look of shock on her face.

"What? Techni... Buffy, what have you been doing at my computer?" She crossed the room, but Buffy closed the lid before she got there. "Buffy?"

"I thought we didn't keep secrets from each other, Will? Why didn't you tell me?"

"Why didn't I tell you? You're kidding, right?"

"Yes, we tell each other everything, Will. If your having feelings for..."

"Don't say it! I can't talk about this with you... I can't believe you were snooping in my computer!" She ran out of the room and locked herself in the bathroom.

Buffy was right on her heels. "Will, I'm sorry." She took her little sign off and pushed it under the door to prove her point. She heard a noise, then saw the sign again... only this time it was ripped in two.

Buffy was sitting outside the door pleading with her for the past ten minutes. She still wouldn't budge.

"Come on, Will. Nobody like a non-budger." As the minutes passed, Buffy became more and more frightened that she'd really done it this time. "Will? Are you still in there?" She leaned her head against the door. "It doesn't matter to me who you like, Will, I mean if Tara makes you happy, then--"

She didn't get a chance to finish her sentence because her face met the floor when the door swung open.

"Tara? You think it's... How much of it did you read?" Willow was looking down at the pile of Buffy on the floor.

"I, uh... I only skimmed it. I didn't read it word for word." She smiled up at her.

Willow tried to walk out of the bathroom but Buffy scrambled to her feet and closed the door. "Buffy, let me out of here. You're being childish." She averted her gaze.

"Childish? Who locked themselves in here for almost half an hour?" What Willow said finally dawned on her. "If it's not Tara, then who is it Will?"

"I can't do this." She tried to push her way past the slayer, but Buffy grabbed her arm and the robe came undone.

"Holyohmygodyourbeautiful!" Buffy's eyes danced across the exposed flesh she'd created.

Willow quickly covered herself up and blushed several shades of red. "Cut it out, Buffy."

She reached out and touched her arm. "I mean it, Will. You've got a great body, just as good as Faith's, only paler."

They looked at each other and it was Buffy's turn to change colors.

"Faith?" Willow shook her head. "No, you wouldn't have... I mean... Faith?"

Buffy gave her shoulders a little shrug. "I didn't have sex with her or anything. We just... fooled around a little."

Willow couldn't believe what she was hearing "You fooled around with Faith?"

"I can't lie to you, Will. You made sure of that." Buffy had this overwhelming urge to touch her. Maybe it was the spell, or the flash of flesh. She reached out and put her hands on her shoulders. "You don't think any less of me... do you?"

Willow turned around and suddenly, forming words wasn't her top priority, breathing was. She took a deep breath and tried to respond. "Buffy, I, no, I wouldn't think less of you." She gave a little half smile.

Buffy reached up and touched her face. "You know, when you smile your mouth curls up in the cutest way."

Willow backed up a little away from her touch. "Stop, Buffy. You don't mean to say it. It's the spell making you do it."

"The spell may be making me say it, but that doesn't mean it isn't the truth." Buffy leaned in and kissed her cheek lightly.

"I can't believe this is finally happening." Willow's hand pushed her away, realizing what she'd just said.

"Finally?" Buffy looked at her, then it clicked. "You weren't talking about Tara... you were talking about me!" Willow's silence was all the answer she needed. "Is that what this spell was for? Why couldn't you have just asked me?"

"Buffy I, you don't, I mean we can't, I wasn't going to, you don't have to--"

The babblefest was cut short with Buffy leaning in and kissing her lightly. Both surprised by the action, they froze in place, unsure of themselves. Buffy pulled back and looked into her eyes for any hint of remorse. When she found none, she leaned in again, this time more sure of herself. It was a kiss designed to ease both their fears, soft and slow. Quickly it built into passion with a hint of promise. Willow broke away first.

"Buffy, I... wow."

"I think that sums it up." She put her forehead against the redhead's. Slowly her hands came up and began to untie the robe.

"Buffy, don't you think we should talk?" Willow began to get nervous.

She lifted her head up so they were eye to eye. "Nope... no more talking, need more touching." She reached up and in one fell swoop the robe was gone. Buffy reached down for her friends hands and brought them up to her face. Sweetly, she kissed both her palms. "My turn." She started to remove her shirt, then Willow got the hint and took over.

With all of their clothes cast aside, Buffy led her into the shower and turned the water on. Standing behind her, she reached around the redhead's waist and began to lather her up with a washcloth.

Willow couldn't believe this was happening. She was in the shower with Buffy! Buffy was in the shower with her! She was washing her, with soap, and kissing her neck and reaching down to wash... "Oh, Buffy."

"Hmm?"

Her voice was barely a whisper. "But I already took a shower."

Buffy smiled and turned her around. "Always the practical one, huh Will? And who says you can't take two showers in one day? Hmm?"

Willow stopped her ministrations. "We should be talking, not touching." She looked up at her, hoping she'd agree. She wasn't sure how much longer she could hold out being this naked with her.

The water was hitting her back and head, running down her face. Luckily, it hid the tears that welled up in her eyes as Buffy said everything she'd ever wanted to hear and more.

"Hey, I see that glimmer in your eye... no crying, this is supposed to be a happy time." She reached up to brush the water from her face but it was useless. Suddenly, she broke into song. "Come on get haaaappppyyyyy!"

Willow chuckled. "I don't think the Partridge family would appreciate your slaying of their song, Buffy." Buffy gave a little pout. "Not saying it wasn't a good effort, though. Nice try...high marks!"

"Tell me, Will." Buffy whispered.

Willow knew what she meant. She knew Buffy wanted to know how she felt about her. "How about if I let you read my little essay?"

"That's chickening out and you know it." Buffy glanced up at her from under her eyelashes.

"Don't give me those slayer-eyes, Buffy. You know I can't resist them." Willow pouted a little. "Later? I promise." She gave a little shiver.

"You cold? Here, let me turn up the heat for you." Buffy reached over and pulled her closer. Their lips met and passion ensued. Everything and anything they knew in the world was wrapped up in each other at this moment. Finally, Buffy broke the kiss "Come on, I think we've had enough shower time to last us a week at least."

They got out and dried each other off. Without saying a word, Buffy led her to the bedroom, neither one of them bothering with clothing.

They stood in the middle of the room about a foot away from each other. Taking perhaps a moment or two to drink in the sight of each other. Boldly, Willow stepped up to her and smoothed back the wet hair from the slayer's shoulders. She lightly placed a kiss on her shoulder, then her neck, then her earlobe... finally laying a kiss lightly on her cheek before pulling away. "You're beautiful. I always thought you were... now I know for sure."

Neither of them wanting to break away, they sunk down on the floor in unison. Kneeling in front of each other, Buffy continued the assault on the lips, she'd started in the bathroom. It was too much for either of them to handle and they wound up laying down on the floor.

"ur ugs itchy" Buffy offered through a kiss.

Willow pulled away and smiled. "One more time without my lips."

"I said your rug is itchy." She reached over and grabbed the comforter off the bed. After some rearrangement, they had spread the blanket out and were laying next to each other.

"This is nice."

"Actually, it's like a dream." Willow reached her hand up to cup her mouth.

"You've dreamed about me Will?" Buffy rolled over and propped herself up on her side.

"Well..." Without warning, Willow pushed her down to the floor and was hovering over her. "Maybe."

"Hmm, brute force. I didn't think you had it in you." Buffy smiled but noticed that Willow's expression had softened. "What is it Will?"

"Did Faith have it in her? I mean, did you two... " She scrunched up her mouth in frustration.

"No, it wasn't like that. It was... interesting. She made what was like the hundredth pass at me and that time I didn't back down and she followed through." Buffy exhaled a bit. "We'd just dusted some vamps and she was talking about it making her hungry and horny. She said she needed a release and could think of a few places she'd like to start. I said so why don't you start, and she did." Buffy chuckled a bit. "We actually wound up in the crypt where the glove of Myddigon was found a few days later. I stopped before it got too far. I felt guilty because all I could think about was..."

"Angel." Willow cut in.

Buffy reached up and touched her face lightly. "No miss-know-it-all, I felt guilty because all I could think about was how much I wished it was you. I wasn't being fair to her."

Willow gave her a confused look. "But, that was the beginning of last year, Buffy." Then it dawned on her. "You mean you've... since last year and didn't... I don't believe it."

"Yes, last year. Honestly, since you let me dress you up for Halloween. I gotta say, you looked quite delectable in my clothing." She gave a naughty little smile.

Willow bent down and kissed her. She decided that Buffy was right before - enough talking, not enough touching. Willow kissed her way down the slayer's stomach, stopping only to marvel at the tightness and smoothness of it. She was determined to show her how she felt even if she couldn't put it into words at the moment.

Buffy wriggled under her ministrations. She couldn't believe that this was really happening, couldn't believe that it was all coming true. She inhaled a little at the feathery touch of the redhead's hair on her stomach then all thought became impossible. "Ungohgodwillowgodunhooh!" Before reaching the final destination on the road they'd set out on, Buffy reached down and pulled her up. She began to cry softly into her red hair.

"Buffy... what's wrong? Did I do something wrong?" Willow smoothed the hair away from her face and wiped away the tears.

"No, you didn't do anything. I just.. I can't... It's too intense...I can't, I mean I've never..."

"Not even with Angel?"

Buffy shook her head no.

"Not even with yourself?" She blushed a little at the boldness of the statement, but considering where she'd just been, it wasn't really a time to get embarrassed.

"No. I'm so afraid to let go, Will. I'm just so afraid to lose control." She was a little calmer now.

"Buffy, I'm sorry, I didn't know." She'd dropped her voice to a soothing whisper.

"No, you didn't.. no one did. So now you know my little secret thanks to this damn spell of yours." She turned away.

Willow wasn't sure what to do. Here, not six inches away, was her naked best friend. This was a scenario she'd dreamed of for as long as they'd known each other, but it wasn't turning out exactly the way she'd expected. Slowly, she reached over and rubbed Buffy's arm. She made her way down to her hand and put it in her own.

"What are you doing, Will?"

"Shh, just follow my lead." Every place she touched, she made Buffy touch too. After a few minutes, she became bolder and heard her let out a little sigh. "Feel good?"

"Umm hmm." She stopped her and rolled over to face her. "I love you, Will, really. But I don't think I can..."

"If you can't, you can't. That not important, Buffy. What's important is that you know how much I care about you, how much I love you." She reached up and cupped her face with one hand. "How I just want to make you happy."

The tears slipped down her face for the last time. She hooked the back of her head with her hand and pulled Willow in for a kiss. This time, it was a kiss designed to conquer, to overcome. Overcome her own fears and frustrations. It became more passionate, more intense and suddenly Buffy couldn't figure out where her body ended and Willow's began. Their actions from the past hour culminated in a rush of moans and tears. Buffy was finally able to let go of all the worry and trepidation she'd held inside for as long as she could remember.

"Hey, weren't you the one who told me no crying?" Willow leaned over and kissed the tear away from her cheek. "Are you okay? I mean you're not hurt or anything?"

Buffy smiled in the darkness. "No, Will, I don't think you have the right equipment for that. I'm fine, really. It's just such a release. I didn't think it could be that good."

Willow's smile broadened. "Wow... thanks!"

"Hmm, thank you. I didn't think I could ever... when I couldn't with Angel, he understood, but... " She shook her head. "Never mind, I just love you." She leaned over for a quick kiss.

"I think we should get some sleep, don't you? I mean after all, it has been a very, umm, stressful night."

Buffy agreed and they got up together and crawled into bed. Buffy was smoothing the hair away from Willow's face and noticed that her eye's were filling up. "What is it, Will?"

"I'm sorry I couldn't tell you before. I just... it scares me and I was afraid that if you didn't feel that way, then you'd run away from me and things between us would never be the same. I couldn't risk that, so I thought that a truth spell was the best way out." She sniffled and looked over at her. "I really am sorry, Buffy. I'll never do it again."

"Don't give it another thought, Will. If you hadn't done the spell, then I never would have admitted that I felt that way either. I've had all these feelings inside of me for so long, and I wanted to say them out loud.. but I was scared that you'd run too."

They laid there in comfortable silence for a while, then Willow spoke up. "Buffy, can you promise me one thing?"

"Sure, anything."

"Lets not go to see Giles until after the spell has worn off."

"Buffy chuckled a bit. "I wouldn't have it any other way." She snuggled in closer. "I love you."

"I love you too, Buffy. That's the truth and nothing but."