Forces of Good

By Faith-rulz

Summary: What happens when you drop Faith into the mix while Evil Veiny Willow is intent on destroying the world?

Disclaimer: BTVS and ATS belong to Joss Whedon, Mutant Enemy and Fox. Some scenes have been directly borrowed from Season six episodes, "Villains", "Two to Go", and "Grave".

Rating: M – Violence, language, adult themes

Dedication: To the reviewers of my last fic, and to CBscifiJUNKY for being a bad bad influence and planting the seed for this story in my head….grrrr aarrgghh ;-)

Int: Stockton Women's Penitentiary:

Faith's eyes flashed with anger as she glared up at the figure looming above her; she was frustrated and annoyed that her meal was being disturbed, yet again.

"Look, why don't you just back the fuck off and leave me alone already." She said softly, not taking her eyes off the imposing figure leaning over her; chin thrust towards the Slayer, quietly challenging her.

Faith grimaced as she caught a whiff of the inmates breath, "Yo, ever heard of personal space, Deb?" she said, pushing her chair backwards and standing up in an effort to get out of range of the other women, "And while you're at it, some breath mints wouldn't hurt either."

To the casual observer, Faith looked like she wouldn't stand a chance against the larger women; and in this situation they would be right. Faith's path to redemption left no room for injuring humans, so she held back; barely defending herself against the multiple beatings she had already received in her time in prison.

She sighed inwardly, resigned to the fact that she was possibly, no, probably, going to sustain another beating, but she was so over caring. At least she felt something when the other inmates were kicking the shit out of her. Even if it was just pain…at least it was something; wasn't it?

She stood there, facing the heavy-set women, prepared to take whatever punishment she was about to receive, when she clutched at her chest, a searing pain gripped her; she stifled a cry of pain and then felt herself falling backwards…the last thing she remembered was her cell mate leaning over her, saying something, before darkness overwhelmed her.

Int: Summer's back yard:

"You think you can just do that to me? You think I'd let you get away with that?" Warren is yelling at Buffy and Xander, they're standing in Buffy's back yard. He laughs crazily, "Think again." He suddenly raises a gun and fires shots wildly at the pair; Buffy frantically shoves Xander out the way, in a valiant attempt to protect her friend.

Warren panics and runs off, firing wildly into the air over his shoulder, a bullet shattering the window of an upstairs bedroom in the house. Willow is standing there, smiling at Tara when all of a sudden she is sprayed with blood; it is bright red against her white blouse; unnatural. Willow stares in surprise at the large red spot on Tara's chest, right over her heart.

Tara frowns at Willow, "Your shirt." She manages to say, confusion in her expression, before she falls forward.

Will rushes forward, shocked, "Tara?" she calls urgently.

Down in the backyard Xander gets to his feet and brushes himself off, "Sweet fancy Moses! Where the hell did he…" He stops and looks to his left, seeing Buffy lying on the ground, staring upward, a bullet wound in almost the same place as Tara's. Xander is stunned, "Oh god!"

Int: Prison Cafeteria:

"What the hell happened here?" a prison guard yells as he shoves inmates out of his path and tries to make his way over to the source of all their interest. He stops short when he sees Faith, inmate 430019, lying on the ground unmoving.

"She just grabbed her chest and keeled over, sir." Faith's cell mate was kneeling beside the fallen Slayer, checking for a pulse.

The guard nods and gets on his radio, he calls for the prison medical team to get to the cafeteria; STAT.

Int: Magic Shop:

"Willow."

"Where do you keep the black arts books?" Willow doesn't look at Anya; she's casting her eyes around the shop concentrating on finding the books.

"Something terrible has happened, I know. But you don't have to do…"

"I need power." Willow cuts Anya off, looking at the books on the shelves of the upstairs loft.

Anya comes out from behind the counter, "Not with those books. I can't let you… Willow!"

Willow puts her hand up and purple bolts of light shoot over to the Vengeance Demon, rendering her immobile. She gestures with her head and all the books on the loft shelves begin to fly towards her and onto a heap on the table. Slowly she walks over to the table and, lifting her hands, places them on the open pages of one of the books. They disappear into the pages, becoming one with the book. The words begin to move off the pages, slowly making their way up Willow's arms and body. Satisfied, now that she has claimed the books' power, Willow lifts her head; her eyes and hair are black, the pages left blank, robbed of their magic.

Anya stares at Willow, horrified at the transformation; fear taking hold of her.

"That's better." Willow says, in a deep, resonant voice.

Int: Prison infirmary:

Buffy! Faith suddenly sits bolt upright, clutching at her chest. "Man, that's wicked painful." She groans, slowly lying back down, her eyes squinting against the glare of the fluorescent lights overhead.

The prison doctor, noticing the sudden movement quickly makes her way over to Faith's bed.

"How're you feeling?" she asks, smiling at Faith, removing her stethoscope from around her neck, beginning to examine the Slayer.

"What happened?" Faith asks, frowning, realizing she's in the infirmary, "I was just…" she pauses, not wanting to mention the near altercation with Deb, "…this searing pain went through my chest…next thing I wake up here" Faith stops, confusion still etched on her face, "I'm too young to have a heart attack…" she looks over at the doctor, worry etched all over her face "…aren't I?"

"As far as we know it wasn't a heart attack, your ECG is normal." The doctor responds, continuing to check Faith's vitals as she speaks. Faith is visibly squirming during the examination, itching to get out of the infirmary. "There doesn't appear to be anything wrong with you but…"

"So I can get out of here?" Faith cuts her off, making a move to get off the bed, before the doctor can recommend she stay overnight.

The doctor gives her charge an amused grin, "I was going to recommend that you stay overnight for observation." She knows Faith's history with hospitals, she's read her chart, "But, I guess you can go…" she says resignedly. Faith quickly swings her legs over the side of the bed, ready to bolt, "As long as you promise to come back in the morning for a check up." The doctor says sternly, her no-nonsense tone stopping Faith.

"Sure thing, Doc." Faith says, elated that she can leave, almost out the door already.

"Oh, Faith," the Slayer turns to face the doctor, knuckles white from gripping the door handle, heart sinking as she assumes the Doctor changed her mind, "The warden would like to speak to you, so head past his office first, he's expecting you."

Confused, but relieved, Faith slowly makes her way towards the warden's office. She's escorted by the guard who helped her in the cafeteria. He's chatting away to her but she's oblivious, fear welling in the pit of her stomach. She's knows there's something wrong, she can feel it; she knows it involves Buffy, but she can't face thinking about the possibilities that would prompt the warden to want to talk to her.

Finally they reach the office; her escort knocks once to alert the Warden, and then he opens the door and gestures to Faith to step inside. "Into the Lions' den..." Faith murmurs under her breath as she prepares for the worst and walks into the office.

Int: Sunnydale Hospital:

Willow is standing over Buffy, the monotonous tone from the ECG a scary reminder that her friend's heart has stopped beating.

"Will, what are you doing? She's going to die." Xander is panicked as he tries to reason with Willow.

"No she isn't." Willow is confident in this assertion as she continues to stare at the Slayer, concentrating deeply; suddenly, the bullet lifts out of Buffy's chest and floats into the air. Xander watches in amazement as the wound closes over and the ECG comes to life, the insistent beep keeping rhythm with the Slayer's now beating heart.

Willow looks at the bullet, a slightly amused expression on her face, "It's so, small." She comments, plucking the bullet out of the air. She closes her fist around it and brings it closer; when she reopens her fist the bullet is gone. She smiles down at Buffy who is slowly coming to; her eyes flutter open and she painfully lifts herself up.

"What happened?"

Int: Prison Wardens Office:

"Hello, Faith." The soft voice startles her; it's off to one side of the office. She spins around, recognizing the owner of the voice. She just stares stunned, fear gripping her heart; he looks so tired, so sad.

"Please sit down, Miss Lehane." The Warden breaks the silence.

Int: Sunnydale Woods:

"Oh, and when you get caught, you'll lose them too…your friends." Warren is panting, fear in his tone as he addresses the dark witch, "You don't want that. I know you're in pain, but…"

"Bored now." Willow gestures casually to Warren and his skin is ripped off his body in a single piece. Anya, Buffy and Xander arrive in time to see this turn of events.

"Oh my god." Xander looks like he's about to throw up.

"What did you do?" Buffy is horrified as she looks at Warren's skinless body sagging against the vines bound around his hands and feet.

Willow glances at her friends and then back to the body. It suddenly bursts into flame, leaving no trace. She turns to face them again, "One down." She says in a calm but psychotic voice as her body dissipates into smoke and she's gone.

Int: Rental Car:

"Are you alright, you look pale?" Giles asks; Faith hasn't said a word since they left the prison.

Faith looks at him, confusion, fear, pain; a myriad of emotions crossing her face, "5 by 5." She says mechanically as she turns and continues to stare at the road before them.

"Faith…"

"How would you feel, Giles." She snaps at him, "You just busted me out of prison…"

"It's all perfectly legal, Faith, I can assure you." Giles says, nervously wiping his glasses clean.

"Yeah, whatever…" Faith just looks at him, incredulous, "And then you tell me that Buffy got shot, and so did Red's girl…"she pauses, trying to remember the name.

"Tara." Giles fills in.

"Yeah, Tara…and she's dead." Faith stops, the realization hits her how close a call this was; it could so easily have been Buffy. "So what now?' she says softly to the watcher.

"There's a powerful coven in Devon who've warned me of a dark force rising in Sunnydale, that's all I know for the moment."

"Is this the dark force that shot B and Tara?" Faith asks.

"I'm not sure." He clears his throat nervously, "I'm meeting with them again, they'll fill me in, but I…I need you to get to Sunnydale; to help Buffy." Giles looks at Faith, her expression is one of disbelief, almost slight amusement, "I know this is a lot to ask, Faith, but they…they really need you right now."

Faith lets out a long breath and looks ahead at the dark road, "They all hate me, you do realize this?" Guess turning psycho and trying to kill them all didn't earn me any brownie points! Faith is staring out the side window, deep in thought. Giles glances at her, about to say something when Faith cuts him off, "I'll still go." She turns to face him, a small smile gracing her lips, "It's the least I can do." She says softly, more to herself as she turns to stare out the window again.

Giles pulls up at a fancy looking motel, "We're here." He says, slamming the door shut behind him.

"Where exactly is here?" Faith asks, taking in the appearance of the place, "I see the council is springing nice flash digs these days." She says, whistling softly to herself.

"My meeting is going to be held here, the coven representative will be arriving soon."

He leads her towards a black bike parked outside the motel, "This is your ride to Sunnydale." He hands her the keys.

"Sweet ride, G." Faith says, slowly walking around the Ducati admiring it, approval in her pleased expression. She quickly gets on the bike, "Always enjoy the feel of real power between my legs." She says taking the helmet Giles hands her. She smirks at his blush and then starts the bike. "I'll see you soon, G." she says, "Don't worry; I'll take good care of them." She answers the unspoken question in his eyes.

"Good luck, Faith." He says, watching her speed off into the darkness; towards the unknown, towards Sunnydale.

Int: Magic Shop:

"So…" Willow is smiling at Buffy, "Here we are."

"Are we really going to do this?" Buffy asks, hurt in her voice.

"Come on, this is a huge deal for me! Six years as a side man, and now, I get to be the slayer." Willow's voice is becoming more and more psychotic, it scares Buffy.

"A killer isn't a Slayer. Being a Slayer means something you can't conceive of." Buffy retorts, hurt and anger in her wavering voice.

Willow sighs and then shakes her head at the Slayer, "Oh, Buffy. You really need to have every square inch of your ass kicked."

"Then show me what you got. And I'll show you what a Slayer really is."

Int: Streets of Sunnydale:

Driving through the streets of Sunny"hell" once more, Faith realizes she doesn't have a clue where to begin looking for Buffy. She can feel her though, their slayer connection seems stronger; she can feel her distress and pain and so she follows the emotions she feels pouring off the other Slayer.

She looks up ahead and sees what looks like Xander and Dawn walking towards her, there is a sense of urgency in their strides. She takes in the appearance of their companions, 2 weird looking short guys; she doesn't recognize either of them. Great, this should be interesting. She pulls up next to them, trying to appear non-threatening; it doesn't work.

"Back off."

Faith puts her hands in the air, slowly, non-threateningly, when Xander pulls a sword on her. "Whoa, I'm not going to hurt you." Faith says, hands still in the air.

"Who are you?" Xander asks, still pointing the sword at her throat.

"I'm just going to remove my helmet." Faith says as she slowly reaches down to unclip it. She pulls it off and stares into Xander's shocked eyes. They immediately fill with recognition and then hate and he shoves the sword even closer; Faith can feel the tip biting into the skin of her neck, breaking it; she feels the warm trickle of blood that makes its way down her throat.

"What do you want?" he says, his voice laced with hatred.

Faith still has her hands in the air; she doesn't want to provoke him in any way. "I'm here to help." She says.

"Yeah, right, psycho!" Dawn chips in, taking a step back, when Faith turns to stare at her; she stands slightly behind Xander, fearful of the dark slayer.

A hurt look flashes briefly across Faith's face as she looks at Dawn. Wow, she's grown up. She turns her attention back to Xander, "Look, X, I know you have every reason to hate me…"

"Don't call me X." He interrupts her harshly, "We're not friends…" the venom in his tone stings Faith.

"Sorry." The apology catches Xander off guard but Faith continues speaking, "Look, I need to get to Buffy…"

"What, so you can hurt her, again!" Xander cuts her off again…

"No…" this is hard for Faith, facing up to what she did to the gang; to Buffy… "I can help her." Her voice is gentle, "I need to help her." She says mostly to herself, her tone imploring.

"She's the Slayer, she can handle it." Andrew chips in.

"Shut-up!" Dawn punches him in the arm.

"Ow!" He rubs his arm complaining.

Faith is mildly amused by this interaction between the two, but she keeps her eyes on Xander and the sharp end of the sword he still has at her throat. "I'm a slayer too, I can help her." she says softly, her eyes, her whole demeanor begging Xander to believe her.

"How did you hear about it?" Xander asks, his voice breaking, still not backing off with the sword.

Faith sighed, "We have a connection…" she stopped when she saw their confused, disbelieving expressions, "It's a slayer connection, like the slayer dreams." They look more confused now, "I felt it when she died…and when she came back." She sees Dawn staring at her in shock; fear. "I felt the gun shot." She says, straight to the point, slowly placing a hand on her chest, "I got the rest from Giles; he said there's a big bad and that it's wicked powerful; and evil…"

"Giles is here…?"Dawn's question hangs in the air as Xander cuts them both off.

"It's Willow."

Faith can see the grief etched in his face, the weariness, the sorrow. That stuns Faith into silence. She takes in the 4 people before her; their scared expressions, urgency in their body language; they're running away, she realizes. She looks at Xander, pleading with him to believe in her, "I'm here to help…Buffy will need my help." Her expression is somber, "She won't be able to fight Willow, they're too close…" she trails off.

As much as he hates it, Xander realizes she's right; he accepts that right now, there are bigger issues at hand than his hate for the dark Slayer. He withdraws the sword and takes a step back from Faith. She absently puts her hand to her throat; the cut stings. Xander looks at her, the pain in his eyes immense, "Please try…" he has to stop and choke back the tears that are threatening to overwhelm him, "Please don't hurt her." He pleads, his voice rough and croaky.

Faith nods, "You have my word."

Xander recomposes himself, "I need to get these guys to safety; Will is after them." He nods toward Andrew and Jonathan. "They're at the magic shop." He says, pointing behind him as they start to head off again.

"Xander…" Faith looks at him; he stops and turns to face her, "Keep safe."

He nods at her and then turns away and the four of them disappear into the night, running for their lives; for Willow's life!

Int: Magic Shop:

"Buffy ... I gotta tell ya ... I get it now. The Slayer thing really isn't about the violence." Willow and Buffy circle around each other, watching each other carefully, "It's about the power." Willow lifts her hand and a bolt of magic hits the Slayer throwing her back onto a desk. She slides across it and lands in a heap on the floor. Willow takes a few steps closer to Buffy; she looks pleased with herself, satisfied.

Buffy groans and doesn't get up, she's exhausted so she stays down with her forehead pressed against the floor.

"And there's no one in the world with the power to stop me now." Willow is still standing over Buffy, gloating.

Suddenly the door slams open, Faith is standing there, dressed in black, a grim expression on her face, hands clenched at her sides, "I'd like to test that theory…"

Buffy is struggling to sit up confusion, disbelief on her face, "Faith!"

"Hey, B." Faith says softly, acknowledging the blonde slayer, she can't tell if Buffy is relieved or scared or angry to see her. She turns and gives her undivided attention back to Willow.

Willow slowly turns her head and faces the dark Slayer; a psychotic grin spreads across her lips as she recognizes the person standing before her. "Well well, lookie here, Psycho Slayer…" she trails off, grinning wickedly at Faith.

"Red." Faith acknowledges Willow, looking her up and down, "I'm guessing that nickname doesn't stand now, what with the new gothic look." She gestures at Willow, slowly making her way towards the witch, taking in her surroundings as she does. "So, you're hurting your friends now, Will?" Faith gestures to Anya and Buffy, "I thought that was my gig?" she looks at Willow questioningly, her head tilted; characteristic smirk on her face.

"Down." Willow gestures to Buffy, who is struggling to her feet, and the slayer crumples to the ground again. "Don't…" she looks warningly at Faith who starts towards her, "What do you want, Faith?"

"Well, for starters, for you to stop doing whatever the hell it is you think you're doing…" Faith responds, staring at Willow, challenging her. Willow laughs; it's psychotic and chills Faith. What the hell has happened to you, Red?

She's surprised when Willow sneers at her, "What, you don't like the dark look." She says menacingly, gesturing to herself, "I thought dark is what turned you on, F."

"You read my mind!" Faith asks, surprised. It's more a statement.

"Willow, you need to stop." Buffy has managed to get to her feet; she's leaning on the book shelf for support.

Willow turns to her friend, angry that she allowed the dialogue with Faith to distract her enough so she didn't notice Buffy get up. She starts to send a spell towards the blonde but is brutally tackled from the side as Faith charges her and they both crash to the floor. Faith tries to pin her down put finds herself flying through the air, through the training room doorway and into a wall. She slumps to the floor, stunned, and winded.

"Buffy already tried that move, you moron." Willow says, as she strides into the training room, "And it's beginning to wear on my patience." She turns and spots the knives and other throwing weapons on the wall. "You've been a bad Slayer, Faithy" Willow says, shaking her finger at the fallen Slayer.

"Willow, don't…" Buffy cries out to the witch, watching helplessly as the weapons float off the wall and then head straight for the struggling dark Slayer.

Fuck! Faith curses inwardly as she dives forward into a roll, trying to get out of the path of the deadly projectiles. She's not fast enough and a knife embeds itself deep into her thigh as she finishes the roll. She stifles a cry of pain as she staggers and tries to regain her footing. She grits her teeth and grabs the knife, yanking it out of her leg; the steady flow of blood leaving a dark stain on her jeans.

She turns her gaze to the Witch, "Thanks." She smirks, glaring at Willow, "I needed that." She tosses the knife away so she won't be tempted to use it later.

Fury fills Willow as she starts towards the defiant slayer, but she's brutally stopped as Buffy hits her with a heavy piece of wood. Willow slams into one of the loft support pillars and falls to the floor in a shower of bricks and debris.

Faith spares a small, painful smile of thanks for the blonde and then takes a moment to absorb her surroundings; the loft is now unstable above them all and the magic shop is in complete disarray…it looks as if a hurricane went through it. Must have been some fight! Go B! She begins to think when her attention is diverted back to Willow who is brushing dust off her jacket as she magically floats to her feet.

"That was rude." Willow says, staring at Buffy.

"Please, Will, we don't want to hurt you." Buffy pleads, walking towards the Wicca. The pain in the blonde Slayer's voice is almost too much for Faith to bare. She slowly limps across the training area, towards the pair, wincing as the stab wound in her leg tears with the movement.

Willow waves her hand in front of her face and the bloody gash on her cheek disappears, "You can't hurt me, Slayer, nothing can hurt me now."

"Will, think about what Tara would…"

"Don't you say her name!" Willow screams and aims a bolt of magic at Buffy. Faith moves with inhuman speed, all pain forgotten, and rushes forward pushing Buffy out from under the loft. She is not so lucky and the whole thing crashes down on top of her. You have got to be fucking kidding me…are Faith's last thoughts, as she raises her arms to protect herself from the falling debris.

"Faith!" Buffy's concern for her sister Slayer is cut short as Willow speaks to her, "You Slayers, always saving people. It's kinda pesky." She picks up a fireball from the burning debris next to her.

"You probably even think you're buying escape time for Jonathan and the other one. Well, I got a little secret for ya." Willow looks at Buffy, "I can kill them from anywhere I want." She looks lovingly at the ball of flame, "With this." She waves her other hand over the ball and it begins to grow. "It'll find them. It'll bury them." She smiles wickedly at Faith who is slowly coming around, "Along with anyone helping those Dead Men Walking."

Buffy gets painfully to her feet and stares at the ball of flame, fear gripping her heart.

"Don't."

Willow mocks the blonde, "Unless ... somebody, somehow ... can get there in time to save them." She pauses and stares at Buffy, challenging her, "Huh. Oh, well." She throws the ball up into the air and watches it burst through the ceiling. "Fly, my pretty, fly." It disappears through the hole and into the night sky. Willow looks to Buffy, smiling, "See what I did there?"

Buffy looks down at the injured dark Slayer, she hesitates; she doesn't know what to do.

"Go, I'll be fine." Faith says to the blonde; stoically gritting her teeth, refusing to show any signs of pain.

Buffy nods, regret, but also relief fills her as she runs with urgency past Willow and out the door.

"Good luck." Willow calls after her in a psychotic voice. She turns her attention back to Faith. "I thought she'd never leave; now, where were we?" she says as she moves towards the dark slayer.

Faith winces as she pushes some of the debris trapping her to the side. Her body is wracked with pain but she forces herself to stand, grasping deep within herself. I can't believe I got out of prison for this shit! She berates herself, turning to face Willow.

"I'll give you this much." Willow says to the slayer, "You're persistent."

"Yeah, well, I don't really have too much to loose now, do I?" Faith replies, pain evident in her voice, as she spits blood onto the floor, the metallic taste lingers in her mouth.

Willow pauses, but only for a second, as she takes in that statement, "You're a hypocrite you know!" she challenges Faith, "Waltzing in here to try and stop me, when this is the exact same path you chose not that long ago."

"Yeah, well, that's not me anymore." Faith retorts; Willow clearly hit a nerve.

She magically grabs Faith and slams her into the ceiling, holding her there for a second, enjoying the pain etched on the Slayers face, before she lets her fall to the ground.

She stands above her; an evil laugh escapes her lips as she enjoys her torture of the dark Slayer. Faith coughs as she draws a ragged breathe, her lungs burning from the effort. "You're looking a little tired there, Faithy." She sneers.

Faith glares up at Willow and then without warning kicks out at her legs, causing the witch to fall to the ground. She's upon Willow and slams her fist into the Wicca's face, dazing her. "I'm just warming up, Red." Faith returns, slamming her fist into the witch's jaw again. She's about to deliver a 3rd blow when she stops herself; this is Willow she's laying in to. She remembers her promise to Xander, and the unspoken promise to Buffy; that she wouldn't harm their friend. A shudder runs through her as the realization of what she was about to do dawns on her, she leans back, her fist paused in the air. The pause is all Willow needs and Faith finds herself flung across the room again. "This is getting old." She groans as she struggles to sit up, battling against broken ribs, and countless other injuries.

Willow is crouching before her; her expression is almost one of pity as she studies the Slayer, "I admire your courage, Faith." She says, condescendingly, "It's a valiant effort, I give you that, but you can't win…" she trails off as she takes in the Slayer's expression. Faith is glaring at her defiantly, her characteristic smirk challenging the witch; almost daring her to do her worst. Anger grips Willow as she restrains the Slayer with a magic grasp; it is constrictive, smothering Faith. The Slayer starts to panic slightly, the claustrophobic spell not helping her already laboured breathing. Willow jabs a finger into the stab wound on Faith's thigh. She swallows back a cry of pain, nausea overtaking her. Willow laughs and removes her finger from the wound, "That was for holding a knife to my throat."

Faith is gasping now as Willow releases her hold on her, she steps away and watches the fallen Slayer struggle to catch her breathe. "You don't…want…to do this…Willow." Faith manages between coughs and gasps.

"And how would you know what I want, you filth." She rakes her hand through the air and 3 cuts appear on Faith's cheek, "That was for trying to kill Xander." She continues.

Faith struggles to her feet, blood streaming down her face from the cuts.

"Willow…" she's cut off as a blast of magic hits her, sending her to her knees.

"I saved the best for last, Faith." She spat the Slayer's name out, "Oh, you're going to love this, the big finish."

"Do your worst." Faith spits out to the witch, her voice raspy, but still full of strength, still defiant.

Willow raises her hands and laughs wickedly as she sees Faith cower before her, "This is for hurting Buffy…"

Faith steeles herself, and prepares for what she's certain will be the final blow, the one that will end her life. She feels regret that she never got to apologize to Buffy; to make things right with the Scooby's; with Giles. She bravely kneels before Willow waiting for the death blow; ever defiant she continues to stare at Willow, not backing down, not prepared to give the witch the satisfaction, not showing an ounce of the fear that grips her heart…

Suddenly a blast of green magic energy hits Willow from the side. It sends her flying across the room; she lands on the floor and slides a few feet. She skids to a stop and lifts her head, nose bleeding, surprise all over her face. She looks up in the direction the magic came from and sees a very grim looking figure standing in the doorway, he's wearing a long black coat and he looks furious.

"Giles!" Faith's voice breaks, relief fills her being at seeing the watcher standing there.

"Giles?" there's confusion and relief in Anya's voice; she's slowly coming to after being knocked unconscious by Willow.

Willow smirks, "Uh oh, Daddy's home. I'm in wicked trouble now." her tone is sarcastic. She sits up and wipes her bloody nose, all the while grinning psychotically at Giles.

Giles stares her down, "You have no idea." He takes a step forward, "You have to stop what you're doing." He continues his tone deadly serious.

They continue their dialogue, Willow taunting the watcher, while Faith struggles to her feet. She manages to reach Giles' side before her legs give in again and she lands on her knees. She winces from the jarring pain, looking up at the dark witch, taking in Willow's presence.

"You concern me, Willow. Stay on this path and you'll wind up dead." Giles is still trying to reason with the witch. Cold dread fills Faith's being as she sees Willow's expression as she takes a step towards the pair.

"Remember that little spat we had before you left? When you were under the delusion that you were still relevant here?" she is closing in on them, Faith can feel the power radiating from the Wicca.

"You called me a rank, arrogant amateur. Well buckle up, Rupert..."

Faith, Anya and Giles watch Willow uneasily, unsure of what she might do. Suddenly her body is illuminated by a magic force and her eyes turn black. She smirks at the trio and says in an otherworldly, deep resonant voice,

"Cause I've turned pro…"

Quicker than she's ever seen Giles move, Faith watches as he gestures towards Willow,

"Vincire!" escapes his lips as green magic shoots from his fingers and binds Willow around her torso. She struggles but Giles is steadfast and he continues to restrain her in the quickly strengthening spell.

Faith watches as Willow's body floats in the air about a foot off the ground, she appears unconscious and restrained; for the time being. She lets out a long, rattling breathe, unaware until just then that she had been holding it in.

"What did you do?" Anya looks incredulous, relief obvious in her voice.

"Contained her and her powers within a binding field…it puts her in a kind of…stasis for the time being." He turns to face Anya and then Faith, he smiles slightly before concern for the condition of the dark Slayer takes over. He hurries over to her and crouches beside her, "Are you ok?" he asks, concern in his voice.

"5 by…" Faith notices the raised eyebrow he gives her, she sighs, "Actually, this is so freakin' far from 5 by 5 it's not funny anymore." Her voice wavers.

Giles chuckles at her comment and stands, holding out a hand to help her to her feet. He guides her to a chair and then turns to Anya. He's suddenly enveloped in a bone crushing hug, the vengeance demon showing her immense relief at his presence. Giles breaks free from the affection and walks over to Willow, "I'm very sorry about Tara." He says sadly.

"This…won't hold me…forever." Willow struggles, glaring at the watcher.

Giles nods sadly and walks back to Faith to get a rundown on what's been happening.

"So I'm guessing the coven told you who it was." Faith manages to cough out, wiping the blood away from her mouth.

"A dark force fueled by grief." Giles replies sadly, concern for the slayer etched on his features.

"Willow." Faith says softly, glancing at the restrained witch.

Giles follows Faith's gaze and looks sadly at Willow, "I'd so hoped it wasn't her." He pauses, obviously upset about the whole disaster, "The coven ... imbued me with their powers."

"And sent you here to bring Willow down?" Faith is still warily watching the witch, she frowns, forcing the pain back, trying not to let it overwhelm her.

"Are you alright, Faith?" Giles says, not wanting to face that fact right away

"I…" she begins, but she is suddenly flying through the air, yet again, and making bone crushing contact with yet another wall. You know what insanity is? Doing the same thing over and over and expecting different results. The prison shrinks' words of wisdom go through Faith's mind as she collides, yet again, with the wall. Her vision blurry, the last thing she sees before unconsciousness finally overwhelms her, is Willow placing a hand on Giles' chest, and then it all goes black.

"I need a little pick me up." Willow says, just as a bright orange glow emanates from Giles' chest. Suddenly she lets him go and staggers back, letting him drop to the floor, barely conscious. "It's incredible." She gasps, enjoying the power, "I mean, I am so juiced ... Giles, it's like ... no ... mortal person has ... ever had ... this much power. Ever. It's like I, I'm connected to everything ... I can feel ... it feels like ... I ... I can feel..."

Willow's smile fades and her expression becomes pained, "everyone. Oh. Oh my God. All the emotion. All the pain. No, it, it's too much. It's just too much." Willow suddenly gets up, ignoring Giles' weak protests, "I can stop this; I can make it all go away." She heads for the door, "Oh, you poor bastards, your suffering has to end." She disappears in a swirl of magic, leaving the ruins of the magic shop behind her.

Int: Sunnydale cemetery:

"Move!"

Buffy is sprinting through the cemetery, desperately trying to reach Dawn and Xander, determined to save the four from certain death. She leaps forward and grabs both Jonathan and Andrew, pulling them down, just as the fireball hits the ground between them and all five are thrown to the ground. Xander is thrown into a grave stone, he slumps to the ground unconscious. Dawn tries to stand and get to her sister, but the ground starts shaking, throwing her off balance.

"Dawn! Dawn, hold on." Buffy gets up and tries to reach her sister but suddenly a huge hole opens up in the ground, right underneath Dawn. She screams as she falls into the hole. Buffy tries to grab her but she also falls into the pit. They land on a dirt floor some thirty feet below and find themselves trapped in a large cavern. Dirt from the hole above rains down on them as they wearily look around.

Buffy glances up just in time and sees one of the Geeks' swords falling towards her. She manages to roll out of the way just as the sword lands with its point in the ground, right where she was lying a second earlier. The second sword falls near to the first as Buffy stands up, brushing her jacket off. She grabs one of the swords but then stops; a sad expression crossing her face as she closes her eyes, frowning as she concentrates.

Int: Magic Shop:

"Faith..." The voice seems distant, but urgent. Faith doesn't want to follow the voice, she's comfortable, not feeling any pain anymore. There's only pain in the place the voice is coming from; sorrow, grief, hate, pain…she's tired of it all, she just wants it to end, she doesn't want to feel empty; lonely, anymore. But deep down, something urges her to get up; it fills her with hope... "You need to wake up now."

Buffy?

Int: Hole in the Ground:

"Buffy!" Dawn is concerned, her sister is just calmly standing there, sword gripped tight in her hand; eyes squeezed shut, concentrating deeply on what? She doesn't know.

"Buffy!" her shout is louder, whinier as she endeavours to draw her sisters attention.

Slowly Buffy turns to face her sister and smiles, "There…" a tear falls down her cheek.

"What?" Dawn is confused, and a little spooked at her sister's strange behaviour, "Buffy, you're scaring me." The teenager says, taking a step back from her.

Buffy smiles at her, "It's going to be ok, Dawnie. I was just trying to convince Faith to come back." Her smile falters, and she notices Dawn's confused expression. "She was slipping away." Buffy says softly, "I could ,n't feel her anymore."

Int: Kingmans Bluff:

Faith watches in horror as Willow feeds the temple magic power, it's slowly sucking the life out of the earth; the ground is turning black and it's spreading. She drops the bike and limps towards the Wicca; she's oblivious to Faith's presence, concentrating on destroying the World now. She does pause and look to her right; for a moment Faith thinks Willow has sensed her, but as she gets closer she hears the dialogue.

"You're a warrior. You won't go out without a fight. I don't really have time for one. But you should go out fighting." Her voice is tired, full of respect, but tired; she continues, "It was me that took you out of the Earth. Well, now..."

And at that moment fear grips Faith as she realizes who Willow is talking to…

"…the Earth wants you back."

"No…" Faith is running, as much as her injuries allow, trying to reach Willow. She steps into the path of magic Willow is aiming at the temple.

Willow looks surprised, shocked even that the dark Slayer is still trying to stop her. "Shouldn't you be dead?" she spits out, such venom and hate in her voice.

"See, that's the thing with us, "pesky slayers"…" Faith says, "We just don't stay dead."

She suddenly leaps at Willow, her heel connecting with the Wicca's chest, sending her crumpling to the ground.

Willow gets up to face her, her expression dark as she turns to the slayer, "I'm still going to beat you, you know, I gave Buffy a good beating a little earlier…"

"Too much talking…" Faith storms up to Willow and kicks her in the abdomen and follows it with a round house punch to the head. Willow staggers back a few steps, the blows dazing her. She wipes the blood dripping from her nose with her sleeve and then looks up at Faith with a smirk on her face. "You don't have to do this you know…" Faith says to her, blocking the kick Willow attacks her with, but receiving the full brunt of the uppercut to the jaw. Faith shakes her head, her vision blurry from the blow.

"Do what?" Willow asks innocently, a backhand punch sending the already dazed slayer to the floor.

Faith pauses for a brief while, she's exhausted, she's frustrated that she can't defeat Willow; mostly she's angry, angry that one of the real good guys is heading down the dark road.

Willow storms up to Faith; the Slayer is struggling to her hands and knees, trying to get up. She brutally kicks her in the stomach, sending her rolling away a few feet.

"You don't have to follow this path." Faith manages to cough out, tears stinging her eyes, the pain in her ribs immense. She lies on her back, struggling to get her breath.

"I thought you didn't want to talk, Faithy!" Willow is standing over the prone Slayer; she puts her foot on Faith's side, maliciously applying pressure to the fractured ribs. Faith's silent, defiant stubbornness reaches its limit when Willow kicks the injury causing her to cry out in agony. "See what I did?" Willow says softly, psychotically; bending low enough so that she's almost level with Faith, "I made the Slayer scream." She says darkly, making sure Buffy can hear her.

Int: Hole in the ground:

Buffy lowers her sword for a second, the hatred in Willow's voice stuns her.

"Please, Will…" she swallows back her emotions; grief for Willow and fear for the dark Slayer's life.

"Buffy…"

She snaps out of her daze at the desperation in Dawn's cry and resumes her battle with the underground demons.

Int: Kingmans Bluff:

Satisfied, Willow turns her attention back to Faith, "Bet you're not feeling so 5 by 5 now, are you, F!" she says, venom in her voice.

Faith somehow finds the strength to stand up again before her dark nemesis, sweat mingled with blood and dirt drips down her face and arms as she faces Willow. She nearly falls but she manages to will herself to remain upright.

Now Willow falters a little, the expression on Faith's face unreadable, her respect for the Slayer grows. She finds it hard to believe that, after brutally receiving so much punishment at her hands, Faith is still able to stand before her and challenge her.

"Don't go down this path, Will." Faith says sadly to the witch, "It'll only lead to pain and despair!" She's holding on to her ribs, each breath excruciating, desperately concentrating on not falling over.

"Don't…" Willow punches Faith in the face; she retaliates with an elbow to Willow's face and an uppercut to her jaw. The witch staggers backwards, cupping her cheek; it's split, blood pouring from the wound. "It won't work; talking me down." Willow smirks at Faith, "You're evil too you know, you've killed humans...you're a murderer" Willow sees she's getting a reaction from the Slayer, "…and you liked it…"

This time it's Faith who strikes Willow first, kicking her in the abdomen, sending her flying into a tree. "I get that you're in pain, Willow, but take it from the one person who knows where this is going to lead; stop, it won't bring her back!" she strides towards the Witch, determination and hope fills her, all pain forgotten. Willow tries to get up but Faith kicks her down again, "I understand, Will…" Faith pauses, seeing a flash of humanity in Willow's eyes, "Let me help you."

"You could never understand what it feels like to lose the one you love more than anyone in the world." Willow shouts back, her grief stricken voice is wavering, not so sure of herself anymore. She tries to send a bolt of magic towards the Slayer, but nothing happens. She glares at her hands, confused, and tries again; still nothing.

Willow's comment stings Faith, but she perseveres, "This path of destruction is not the answer…that part I do understand." She says softly. More than you know.

Willow looks at Faith, confused, tears starting to well in her eyes, and then she sees it, feels it; the grief, regret, pain the Slayer is feeling over her betrayal of all of them, especially Buffy. She feels the love that Faith has for Buffy, and the loss; knowing that her betrayal sealed her fate, knowing that she will never ever get a chance to be with the person she loves.

Faith is standing above Willow, her boot on the Wicca's chest, preventing her from getting up, her heart unknowingly open, all her emotions pouring into the witch; anger, hate, guilt, sorrow, love, fear…

A tear escapes Willow's eye, "Stop it!" she yells, punching Faith in the knee, causing the Slayer's leg to buckle as it gives way under her. Faith is sitting beside Willow now, cautious of the powerful Wicca, but too close to loosing consciousness to care much about what the witch deals her next. "It's not fair." Willow's voice is strained and filled with emotion.

"I know." Faith responds, looking into Willow's eyes, relief flooding her when she sees they're green again; the dark hair slowly turns red; Willow's grief finally surfaces.

Faith sees Buffy, Dawn and Xander standing a few feet away, relief on their faces as Willow finally stops her rampage and breaks down. She can feel the waves of grief pouring off the witch; she edges away slightly as Xander steps forward and kneels before the two women. He cautiously takes Willow into his arms and holds her as her body is wracked with sobs.

Faith looks up to see Buffy watching her, tears streaming down the blonde's cheeks, concern etched upon her face, unsure of what to do. Faith gives Buffy her characteristic smirk, and nods to the other slayer, acknowledging her. She can't talk, her body is broken, severely, and all she wants to do now is lie down and rest. She spares one last glance for Xander and Willow before things start to move slowly and she finally succumbs and slumps to the ground, unconscious…into blissful oblivion…

"Oh my god, Faith!" Buffy panics and rushes to the fallen Slayer. She feels for a pulse, silently praying that the Slayer isn't dead. Relief fills her as she feels one; it's weak, thready, but still there.

"Buffy." She whips around to face the person who called to her; disbelief, confusion and then relief and joy cross her face as she jumps up to engulf her watcher in a bone crushing hug.

"Need…to…breathe," he says eventually, trying to break out of her strong grasp.

"Oops, sorry," she loosens her grip, embarrassed, but not letting him go. "Giles…" she sobs into his shoulder, her body shaking, "I can't lose her again…"

"It's going to be ok." He says, gently stroking her head, "But right now, we need to get Faith and Willow to a hospital." He says, glancing over at Xander who still cradles Willow in his arms, she's still sobbing.

Giles steps towards Faith and then crouches beside her, scooping her up into his arms. He turns and heads for his car, Buffy walking next to him. Xander pulls Willow to her feet and, still supporting her, guides her to Anya's car, Dawn and Anya follow cautiously.

"She really came through." Buffy says to Giles, helping him gently place Faith in the backseat. She sits next to the dark slayer, supporting her limp body against her own, gently wiping a stray piece of blood soaked hair from her beaten face. Buffy looks up to Giles, imploring, "She has to be ok." She turns her attention back to Faith, watching the slow rise and fall of her chest.

"She will be." Giles says, smiling at his Slayer, "Now that she has a reason to live…" He turns to watch Anya, Dawn and Xander help Willow into the other car, "They both will be." He replies smiling down at his Slayers.