"Making Up(Out)" by Kimber

Author's Note: Songs excerpts are borrowed from the Counting Crows CD "Recovering the Satellites" songs are 'Have You Seen Me Lately?' and 'Mercury'. No copyright infringement intended. If you want to see the words to the whole songs, let me know and I'll e-mail you a copy.

"She tried to get him to stay and wait for you and he, um, pushed her, out of the way."

"Believe it, Buffy. He had this maddening look in his eye. He threw her to the ground and headed out after you. There was no stopping him."

"I don't believe so. I really didn't see it coming, otherwise I would have kept her away from him."

"I didn't see it coming either, Giles. He's not the guy I thought he was, not if he could do this."

"It's really not wise to go near him right now. We don't know how stable he is."

"I wasn't talking about Riley, Giles." She gave him a sad smile and was out the door.

She turned around startled. "Oh, hey Buffy." She turned back to the dresser and pulled out a pair of pajamas. "How was patrol?"

She crossed the room and sat on Willow's bed. "Alright. I really didn't have my heart in it tonight. I did a quick sweep of the grounds on campus and came back. All is quiet on the home front."

"That's good. No vampires means good vampires.. not that vampires can be good ...well, except for Angel, but he's different, and...never mind. Tired plus brain activity equals babble-mode." She turned her back to Buffy and pulled her shirt over her head. She flinched a little and Buffy caught it.

"Will, what's wrong? You never flinch...flinching is a Slayer activity." She got to her feet and moved next to her.

Willow turned. "Nothing...I must have pulled a muscle or something, that's all." She smiled hoping to drop the subject.

"Doing what? Surfing the web? Lemme see.. " Buffy reached out but Willow took two steps backwards.

"I'm fine, really. It's not a big deal." <Gee, your boyfriend threw me to the floor like a sack of potatoes, but still, it's no biggie.> She gave Buffy her best 'please-drop-it' look but could tell it wasn't working.

"Your mouth tells me your fine but your body is telling a different story." She reached out again and wasn't met with resistance this time.

Willow turned around willingly and allowed Buffy to examine her. Upon closer inspection, Buffy found a big purple bruise from her shoulder to her elbow and her elbow was swollen. "Oh, Will."

"I'm a klutz...I wasn't paying attention and I slipped getting out of the shower. I really need to..."

"I went to see him before patrol. That's a nasty bruise and you don't have Slayer healing so you're gonna be sore for a while. Put your shirt on and I'll get you an ice pack."

Before she could protest, Buffy was out the door headed for the nearest ice machine. Did the dorms even have ice machines? She didn't even think of that so the next best thing would have to be the soda machine.

She had enough change in her pockets for three cans of soda and threw in a pack of chocolate donuts for good measure.

She froze at the sound of his voice. "Riley. I don't have time to talk." She tried to walk around him but he darted into her path.

"Explain what? How your precious Professor Frankenstein didn't try to have me killed? Or how about how you pushed Willow out of your way and hurt her? Bad. That's what the soda's for...to bring down the swelling you caused. So which part would you like to explain?"

"Buffy... I was on my way to talk to Willow, to apologize. I was off my vitamins, that's why I acted the way I did. I didn't know what they were feeding me. You have to believe me."

"I don't have to do anything...and don't bother apologizing to Willow. She'd forgive you in an instant, that's the kind of person she is... and I don't think you deserve that right now."

"I trusted you...I tried to convince my friends to trust you. At the first sign that the Initiative might not be what it appears to be you go all commando on my best friend when she was only trying to help you. Look, just forget it. I have to get back."

He tried again to step in front of her and receive a swift punch in the gut complimented with the soda can exploding upon impact. She stepped over him and didn't look back. "You owe me a soda."

She quietly slipped back into the dorm room. Most of the lights were off and Willow was laying across her bed listening to the stereo.

"You only listen to the Counting Crows when something's bothering you, so spill." Buffy offered the soda and donuts to her. "It's for your elbow... Apparently our dorms don't have ice machines. I'm sure you can figure out a use for the donuts."

Willow smiled and placed the can on her arm. She winced a little but finally found a comfortable position. "So what have you been up to lately?"

"Nothing much, really. School work, patrolling.. you know, plunge and move on plunge and move on."

"Sure I have.. lots. I don't want to talk about him right now though. Wait, yes I do. Why didn't you tell me he hurt you?"

"Would it have really mattered? I mean you've just been all Riley and Initiative and beeper occupied lately. Why tell you and mess things up between you and him? It wouldn't have been fair to you."

"I have issues with Riley besides him tossing you across the room like a bean bag. What's not fair is the way I've been treating my friends. I mean my real friends. I've been kind of absentee-Buffy lately and I'm sorry for that."

"Okay, full-time absentee but look, here's me, with you in our room...no Riley, no Initiative, no beeper and no impending doom and gloom. Just us."

"I know Will, and I really am sorry. I got caught up in all of it. I didn't mean to ignore you or leave you out."

"No, it's not alright, Will. I've been a bad friend, and I want to make it up to you." She leaned down and placed a kiss on her forehead. "No matter what I do, you always say it's alright, but it's not. I really don't know why you put up with me."

"'Cause that's what best friends do. They put up with each other's quirkiness and love them. At least that's what my manual tells me...I hope I'm not doing it wrong." She feigned a pout.

"My 'How To Put Up With a Quirky, Impossible Slayer Best Friend' manual. It was a best seller last year you know." She offered a sly smile.

Buffy's eyebrows shifted into furrowed-worry mode. "I do love you, Will. You have to know that. Do you? I mean I may not say it all the time, but."

"It hurt so much when I was playing GI-Jane instead of being a Scooby." Willow nodded her head in response. Buffy leaned over and hugged her. "I'm sorry, Will. I didn't know how much it bothered you."

"No, it's not. You can deny it all you want, but I know you could have gone to any school in the world and they would have taken you but instead you stayed here with me and that means something. You don't know how much it means and I just took it for granted."

She pulled back a little. "I know, I'm done apologizing... for now." She pushed a stray red hair back from her forehead.

In any other proximity, the gesture would have meant nothing. Being in mid-hug, Buffy noticed the change in Willows breathing and Willow noticed Buffy noticing. They stayed still, both afraid of what it may mean to the other.

Willow's voice dropped to a whisper. "I've missed you." Buffy nodded. "I miss how close we used to be." Nod. "I just feel like you haven't seen me lately."

"I love you so much, you're my best friend, how could I not see you?" Buffy touched her cheek lightly. "I always know you're there...even when your not. Know what I mean?" Willow nodded. She took Willow's hand and placed it on her heart. "Cause you're always right there with me."

"I mean it, Will." She kissed her cheek, this time lingering a bit. "You don't know how many days and nights you've gotten me through." It was Buffy's turn to start breathing erratically and she couldn't help it. She smelled so good.. like spring flowers even though it was February and warmth and everything that was good and right in the world. She smelled like Willow. Her voice took on a huskiness she wasn't aware of. "Will, I"

<God...even with all that's gone wrong...even with how little time we've spent together...she can still read my mind.> Buffy smiled at a very perplexed hacker.

"Nothing. I just love you, that's all." Nothing else pressing needing to be said, Buffy kissed her gently on the lips. Upon first contact she felt Willow stiffen and heard her quick intake of breath and managed to doubt her actions for a split second before she felt Willow's hand entwine in her hair...and all was right again in the world. At least the world they lived in. The kiss was sweet and innocent, peppered with a promise of more and a desire neither of them had felt in a long time. They broke away at the same time and this time, it was Willow's turn to smile.

"It's nothing...just, well" She shrugged and the color rose in her cheeks. "I should get mad at you more often."

"Well then we could make-up...had I known making up would be so good I would have gotten mad at you more often."

"Buffy! I can't" The words were lost in another kiss. Perhaps best saved for another day and another make-up session.