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Loving Willow

by Rin

3

[reviews]

Part III:

As the sun started to set on the horizon, two girls found themselves wrapped in one another's arms. Fred was spooning her lover from behind, and running her hand through soft red tendrils as her breathing was slow and gentle. Finally, Willow started to stir, and mumbled in her half awake state. Fred smiled, and kissed her shoulder lovingly, while rubbing her hand lazily up and down Will's forearm.

"Mmm...this is nice." Willow leaned further back into Fred's warm body.

"Definitely." Fred kissed the nape of her neck. Willow smiled sleepily, and sighed happily. She turned around so that she could face Fred, and she began playing with Fred's long brunette locks.

"Morning."

"Good morning. Did you sleep well?"

"I suppose, better than can be expected. Did you...sleep, well, that is?"

"I slept wonderfully. I mean, you were wrapped in my arms. I felt safe, relaxed, it was hard not to sleep peacefully." Willow smiled, and leaned in to kiss Fred's shoulder. "We should start getting ready for school, I suppose. I know that I couldn't convince you to skip, and just lie in bed with me all day."

"As much as that sounds like heaven, you're right." She kissed her one more time on the shoulder before extricating herself from Fred's arms, and moved out of bed, subconsciously wrapping a sheet around her form. "Besides, I want to get started on that tome that Giles has. The sooner we get started, the less threat the mayor can become." Fred leaned up in bed, holding the blanket around her with one hand, and brushing her hair behind her head in some form of semblance. She watched Will bring two outfits over to the bed, and retreat back to her dresser for undergarments. "Do you want to take a shower?" Fred moved off the bed, and walked up to Will, wrapping her arms her as best she could between their blanket and sheet.

"Hmm...are you trying to proposition me?" Willow arched an eyebrow, and replied with a playful smirk.

"Well...if you play your cards right, there could be much more propositioning in the future but right now, I'm thinking that we should get ready for school. I want to stop by the library a little early, and get started on the text. Like I said, the sooner the better." Willow removed herself from Fred's arms, and motioned towards the outfits on the bed. "Um, I laid out something for you to wear because I thought maybe you'd want to wear something a little more casual to school. That's if you want...I mean, you can wear what you had on last night, you did look really nice. Hot even but I thought I'd give you a more casual option." Fred looked at the overalls and shirt lying on the bed, and smiled back at Willow.

"Hmm...what will people think when they see me wearing your clothes? We could create quite the scandal." She laughed, and Willow looked around nervously. "It sounds great, Will. I'd love to...get into your pants, that is." Willow tried not to show her excitement at the comment but her face was bright crimson.

"Well...okay. I'm just gonna..." She pointed to her door. "Shower...maybe a cold shower. Um...I won't be long. I promise. Then, you can undress. Um...to shower. Undress to shower. Unh." She tried her best to escape without showing her excitement at thinking about Fred wearing nothing under that blanket, and making innuendoes.

After she returned showered, and hair fixed, she walked in to find Fred just sitting there at the end of the bed with a thoughtful look on her face. She made a move to sit beside her, and when the girl finally snapped out of her daze, she looked upon Willow lovingly but with slight hesitation.

"Are you okay? With last night, that is? I don't want to push you. I really do love you, and I wanted it to be perfect." Fred tried to hide her nervousness but her eyes seemed to plead for Willow to answer in the positive.

"Of course I'm okay, and it was perfect. It was better than perfect. It was beyond words, and I love you, too." Both girls were silent for a moment. "You're okay, right? I mean, you don't regret..."

"No! Absolutely not. No regretting on my end. I agree, it was amazing. You were amazing. It's just..." She grabbed one of Will's hands, and squeezed gently, looking her directly in the eye. "I tried so hard to not rush things, and I guess that I was just afraid that I would hurt you in some way because there were times...before..." she trailed off, not really wanting to bring up her other lovers, and Will nodded understandingly. "I would get kind of wild. I know, I know. I don't come off as the wild type but I would...get a little wild, that is. I always let my hormones get the better of me, and I didn't want them to steer us so I put them on a leash when I was around you. I just...I didn't want to scare you if I ever get a little too loud, or too fierce. That is, if you still want..." Will cut her off.

"Oh, I want. I definitely want. As a matter of fact, I have been thinking that maybe...if you're not busy later..."

"Will! Oh my! You're going to be insatiable, aren't you?" Will just grinned mischievously at her, while preparing to grab the blanket from around her body.

"Maybe...but I don't see you complaining yet."

"Never." Both girls smiled at each other until Will managed to grab the blanket away from Fred. "Well, it's getting late, and you still need to shower. So...scoot!"

"Yes, ma'am." With that, she stood up, and moved towards the door, grinning as Willow checked her nude form saunter towards the bathroom. When she was finished showering, she noticed that Will had left out an unopened toothbrush, and other things that she knew Fred would need to get ready. She must have also come in while she was in the shower because there was a heart marked from the steam on the mirror. She smiled, thinking about how incredible her girlfriend was, and couldn't wait to start out the day.


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"Buffy, really. Are you even focusing?" Buffy half-heartedly punched the training gloves Giles was wearing, and suddenly stopped.

"No, not really. I'm just tired, Giles, that's all. Faith and I took out three new vamp nests last night. I didn't even go home last night, just came right here, and barely made it in time for my first class. I haven't even seen Will yet." Giles moved to take the gloves off, and placed them on the table.

"Well, Buffy. I'm glad to see that you're taking your duty seriously, and that you are including Faith's help but you do need some degree of rest. If you don't, then you could get clumsy, and I don't want to see you fumble because lack of sleep." Buffy huffed, and moved to sit down on the steps. "Is there something else the matter?"

"No. I'm fine. Just tired like I said." She was quiet for a minute, and then perked up. "Hey! How did Wills and Fred work out this morning? Anything good?"

"Ah, well, yes, actually. They went through the text rather quickly, quicker than expected, as a matter of fact. I was quite impressed with their work. They seemed very in tune to each other, very focused, and I looked over their notes before you came in, and noticed that we could very well have this prepared faster than was to be expected."

"So...about that. I talked to Faith, and asked her to help last night. I also talked to Angel the other night, and he mentioned staying to help." She became really quiet as she mentioned her ex-boyfriend, and this did not get by Giles.

"Buffy, is there something wrong with Angel?" He moved to lean poised against the banister by the steps, awaiting her answer.

"Well, Giles. It's just. We talked." Upon seeing his eyebrows scrunch, she quickly explained. "No, nothing like that. Well, actually...kinda...but the talk that pretty much says 'no more.' We cleared some things up, and he's going to stay and fight the mayor, or the ascension, whichever one we have to do." She took a deep breath. "He said he was going to leave Sunnydale afterwards."

"And you're not sure whether or not you want that," he prompted.

"Well, yeah. No. I don't know. It's just so frustrating. Seeing him, the man that I used to love, and I can't help but still be angry about what he did to Wills, Giles. But then, he'll do something or say something, and I completely forget that he is a demon, even though he has a soul...depending on what day of the week it is."

"I see your dilemma, Buffy but perhaps it's for the best. Angel is a very useful resource when we need added strength but other than that, why would you still want him here?" Buffy looked up at him with confusion and loss in her eyes.

"I don't know, Giles. Part of me still loves him, and I guess that that part just doesn't want to see him go but you're right. It is for the best, no matter how stubborn that part of me wants to be." She sighed deeply, and moved off of the stairs, straightening her sweats.

"Well, Buffy. That is wise...very mature of you, I must say. Now, what were you saying about Faith?"

"Oh, yeah. I asked her to come talk to you today...to fill her in on the what and how. She's knows the why, and we're just waiting on the when and where. She should be here sometime after lunch. She mentioned getting some sleep beforehand." Buffy moved to do some stretches, and Giles nodded before retreating to his office.


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"Are you sure, baby? I can come with you and help. We got a lot finished this morning, and are way ahead of schedule. I'm sure Giles wouldn't mind." Willow almost looked pleading while she held Fred's hands outside of the library's entrance. Fred just looked at her with apology.

"I'm sorry, sweetie but I promised Charles today that I'd help him study at lunch. If you came, it would just be a distraction."

"For you or him?" Fred just giggled, and Willow couldn't help but smile.

"Probably both but you should go, help Buffy. I promise to see you after school, all right? I'll meet you outside in the quad." With much reluctance, Will nodded before Fred hugged her.

"Okay but don't think I'm happy that I have to spend lunch away from you. You'll have to find some way to make it up to me."

"I think I can find something." With that, both girls gleamed, and moved in for a kiss before Principal Snyder came bantering down the hallway. When he spotted the two girls kissing, he walked directly to them.

"No kissing in the school! Rosenberg, Burkle! How many times have I told you? Well, I'll just have to put you on cleanup duty after the dance this weekend, won't I? Good, it's good to know you'll be doing something useful besides making trouble in my school." With that, he huffed, smiled evilly, and continued walking down the hallway until he started getting on other students as he passed. Both girls sighed before they rolled their eyes, and their shoulders slumped.

"I'll see you after school?"

"Yeah. Just don't be late, missy. See, resolve face." Willow pointed to her expression, and Fred just had to laugh, despite her anger over their unfortunate non-volunteering volunteering. She looked back towards Snyder, and seeing that he was scolding another student, she quickly turned, and kissed Willow on the lips before moving down the hallway. Willow just sighed, and tried to hide her trepidation before slowly moving into the library, finding Buffy sitting at the desk with her head cradled in her arms on the table. "Buffy? Are you okay?" Buffy made no move to get up, just nodded her head slightly.

"Just tired, Will. How did your date go last night?" Willow couldn't reply because her mind took her back to images of last night, and she had a gleam of awe in her eyes and expression. When she didn't reply after a few minutes, Buffy worried, and looked up to find her best friend staring off into space happily. "Will? Are you okay?" Will snapped out of it, and noticing Buffy's playful smirk, nodded her head and sat down beside her without a word. "Where's Fred?" Willow sighed, and turned her whole body in the chair towards Buffy.

"She's helping Gunn with some homework. We just got caught by Snyder in the hall, and were put on cleaning duty after Homecoming. I swear the man is out to make our lives a living hell." She groaned, and pouted slightly.

"Well, Will. That bites. Want me to kick his ass?" She smiled a little but still with sadness in her eyes. "What is it Wills? Did he say something to you? If he did, then that little man is really looking for a..." Will placed a hand on Buffy's forearm before she became too angry and heated.

"No. It's just..." Buffy noting her friend's hesitation fell into to best friend mode, and turned her body directly towards Will's so that they were face to face. "Well...Fred. She's been spending a lot of time with Gunn lately, and I just worry, you know."

"Just because he still asks her out, that doesn't change how she feels for you. And look who has her, Wills. That just proves my earlier point that nobody is a match for my Willow. You even have the one girl that the star quarterback wants, and she only has eyes for you. You can tell by the way she looks at you. She's gaga so there's nothing to worry about...okay?" Willow smiled at her friend, and sighed.

"Yeah. I guess so. I just worry is all."

"And I repeat: nothing to worry about." Buffy placed a hand on her knee, and Will nodded.

"Okay."

"Something else bothering you? You never answered me about your date."

"Oh, it was..." she sighed, and again with the dreamy look. Buffy noticed the look this time, and arched an eyebrow.

"Will? Did you two finally..." She trailed off, hoping Will would talk to her about it.

"Oh, Buffy. It was so perfect. I mean, remember how I said that I wasn't sure about it...that every time we started to make out, things would get a little heavier than usual, and we'd have to stop. Well, lately, Fred's been pushing away. I was afraid that she didn't want me that way." At Buffy's 'come on Will' look, she smiled, and quickly explained. "Well, turns out she definitely wanted me that way. So much so that she was afraid that I'd be too overwhelmed if she let herself go but last night...last night was...beautiful."

"Ohhh...do tell. I mean, not all the details but you know...about what happened." Buffy was bouncing in her seat, and leaned forward to listen to Will's tale.

"Well, we went to that new restaurant by the mall, which by the way...yum! You should definitely go. They have this mariachi band, and the lighting is all romantic, and they even have little..."

"Will!"

"Oh, yeah...well, dinner was nice, and then we walked back to my house, and watched movies. The first one was horrible, you would have loved it. The whole thing was about these two guys looking for their car because they had partied too hard, and couldn't remember where they put it. It was supposed to be a comedy but all we wanted to do was smack them." When Will looked at Buffy's expression, she stopped talking.

"You know, Will. Babble mode is adorable...but right now, distracting. Go on with the date story."

"Well, after the movie was over, we started kissing, and things started getting heavy again. Just when I thought she was going to pull away again, she looked up at me and nodded. From that point, things were just...." She sighed again, and couldn't hide her smile. Her face was turning blood red, and her whole body started to react to the images of the evening's festivities. Buffy sighed, too but she also felt something else, although she couldn't describe it. She stored it away for later investigation.

"Wow, Will. So you really did it. You and Fred. Wow." The conflicting feelings came back again, and tore Buffy apart, she thought. She was definitely going to have to figure this out but on her own. She wasn't sure this was something anybody could help her with, that only she could figure out. The rest of the lunch period, the two girls just chitchatted about the movie, the restaurant, and other non-related Hellmouthy things for once.


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"Charles, we've gone over this several times already. Are you doing this on purpose, or do you really not understand?" Fred looked at him in frustration as the two leaned over a textbook and notebooks sprawled out all over the grass in the quad.

"No, Fred. I'm telling you...this doesn't make sense. There are too many formulas to memorize. I just can't remember them all." He looked at her honestly in confusion, and sighed in his own frustration. "Look, maybe I'm just not cut out for this stuff. Thanks for trying to help, though. I really appreciate it, more than you know."

"Charles, you don't need to thank me. Of course I'll help you, there's no question to that. And you can do this. You just have to find a way to associate this with things you already know, and find easy to memorize. Associative learning. It'll help...let's see. How about football for instance? Now, this here..." She pointed down into the textbook, and he leaned in closer to where their faces were extremely close. "Can you tell me what formula this is first?" He looked at it as if in thought, and then brightened.

"It's the distance formula. Right?" Fred smiled, and nodded.

"See, you can distinguish between formulas, which is the first step to knowing them by heart. Don't be so hard on yourself. Now, imagine you're at the big game. This number represents where you are standing, can you picture that in your head? Okay, now work this problem out as though you would imagine how far you need to throw the ball to Tim. You know where he is but you need to know the exact distance in order to know exactly how much pressure you need to put behind your throw."

"I usually just do it by feel."

"Right! Now, just feel your way through the problem." She chuckled slightly at his amused look. "You can do this, I know you can. Don't be so hard on yourself. Having the confidence that you have the capability to learn this stuff heightens your senses, and helps the brain process facts better. Just focus." He nodded once, and went back to working out the problem again. She looked over his work when he finished, and she smiled excitedly. "Charles, this is right!! You did it! See, I told you that you could! Wow! Next thing you know we'll be working with tangents! This is great!" She beamed proudly.

"Whoa, there. Slow down. I think we should take it one thing at a time. I'm just starting to get this, no need to throw a brother into some mad crazy math problems."

"Sorry. I just get excited. Willow says that I get a little excited at the smallest things. Not that it's a bad thing because she's always smiling when she says it. She says that it's adorable. That's not saying that you think it's adorable, though. Just that..." She sighed deeply as images of Willow danced through her head. Charles looked at her amused, and appreciatively.

"She knows her stuff then. She's quite the lucky girl, I gotta say. She gets to be there to see the smallest things. Makes me a little envious." She came out of her reverie long enough to grin apologetically.

"Charles, I love her. I've told you this a thousand times, and probably will tell you a thousand more. You're my friend, and that's it. Okay? We've been over this."

"She just better not do anything to hurt you because the minute she does, I'm there. I can wait for you, Fred. You're worth it." She sighed again, and started to gather her books. He did the same, and put his jacket back on while they stood up from the ground. "I'm sorry if I offend you, it's just...you're amazing. I'm not going to stop asking, you know?"

"I know. It's not that I'm not flattered. I am, it's just that I have Willow, and I'm more than happy. Beyond happy, actually, and I'm not going to mess this up. You can get any girl you want, Charles. Harmony has actually been checking you out more than usual lately, which is disturbing but still. The point is that you keep asking, and I'll keep saying no because..."

"Because you have Willow. I know."

"I'm still your friend. That'll never change but it can't be anything more. I need you to understand that." She scrunched her nose up, and her eyes were pleading.

"Okay. But warn Willow no to do anything to hurt you if she knows what's good for you because I'm going to be there the minute. The second..." He pointed his eyes directly into Fred's, and she smiled warmly at him before hugging her books.

"Alright. I need to go. Class is about to start, and I don't want to be late. I'll talk to you later, Charles." She turned, and walked away towards the entrance.

"Yeah, later." He stood there, and just watched her go.


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As she lie there on her bed, Willow was becoming increasingly excited. She had just finished going through the spell tome, and was taking a breather to relax. When she wasn't busy, her mind would drift back to the night before, and Will couldn't wait until Fred called after her class at the university. Deciding to find something to occupy herself with until then, Willow sat at her desk, and scrolled through various websites that she had book marked on magkical stores. She googled several items on the list she had made out for Xander and Cordelia, in order for them to find them easier. Instead, she typed in the extremely rare items that she knew the magic shop didn't hold, and went about making another list of places for them to find the rare ingredients. Suddenly, she heard the phone ring, and she squeaked in delight, knowing that it would be Fred. As she picked her cordless up, there was a knock at the door that led to her balcony. She made her way over to answer the door, and as she opened it, Buffy stood on the side.

"Hello?"

"Hello yourself. What are you up to right now?" Will motioned for Buffy to come inside, and she did, finding a seat at the end of Willow's bed, as Willow paced around the room, preparing to close up shop in her room for the evening.

"Buffy just came over." She held the phone's receiver with her palm, and looked at Buffy as she closed her laptop. "Are you okay? Did something happen on patrol?" Buffy shook her head, and motioned to the phone.

"Go ahead, and talk to Fred. I'll still be here when you get off." Buffy took her coat off, and set it on the back of Will's desk chair, once again, sitting at the edge of Will's bed. Willow nodded, and returned to her girlfriend on the other end of the line.

"Oh, yeah? Well, what are you wearing?" Fred sounded seductive, and Willow found herself blushing from head to toe, suddenly oblivious to Buffy's presence, which caused Buffy to arch her eyebrow in wonderment.

"Um, well...that is..."

"Will, calm down. I'm just kidding. Why is Buffy there? Something happen on patrol?"

"She said no, so I don't know yet. How was class tonight? Did you teach them anything?" Willow went through her dresser, pulling out pajama bottoms and a t-shirt.

"It was great. I'll have to show you my notes tomorrow in physics. Look, Will, I wanted to ask you something."

"O-okay." Willow began to take her jeans off, and she stood there in only her underwear, and school shirt. Buffy watched her friend get dressed with curiosity.

"I know this is a given, and all but I wanted to ask who you were taking to Homecoming?" Fred suppressed a giggle, and catching on to her girlfriend's joke, Willow decided to play along.

"Actually, Buffy asked me. She has this big long date planned out."

"Oh, yeah?" Fred teased. "I bet I can top it."

"You think you can top a private limo, romantic dinner for two, and walk along the beach?" Buffy's curiosity was on overdrive when she heard the one-sided conversation, and watched Will change her top.

"Hmm...that is tough to beat. What if I threw in a kiss?"

"Hmmm...I'll have to think about it." Both girls giggled. "Are you trying to ask me to the dance, Burkle?"

"Am I that transparent? Here, and I thought I was being all stealthy girl. Guess I'll just have wait for your answer then."

"Well, the competition is pretty rough here. I mean, Buffy is super hot." Buffy looked up wide-eyed, when she finally discovered what that earlier feeling in the library was. She was jealous of Fred. She liked Willow. "But since you promised me a kiss, I suppose I accept your offer."

"Good. I was sweating there for a minute." Both girls giggled again.

"Fred, you know I wanna talk longer, infinitely longer, but Buffy is here so I need to go, okay? I'll see you tomorrow morning, alright? I love you."

"Love you, too, Will. Good night."

"Good night." When she hung the phone up, she placed it back on the charger, and moved to sit up against her headboard, motioning for Buffy to follow by patting the spot beside her with her hand. When Buffy moved to sit by her friend, her senses were working overtime, taking in everything Willow. She was more than confused about the epiphany but she had to admit that it made sense. Ever since they had met, Buffy simply adored Will, and even readily admitted that the reason she fought every night was because she wanted to keep her safe. She didn't even have a problem killing her former lover, despite her earlier trepidation and heartbreak, when he had hurt her best friend. However, Buffy knew Will was happy with Fred, and she wouldn't do anything to mess with that. She vowed to push her feelings aside, and not act any differently, just be Buffy: best friend extraordinaire.

"Well, Will. Are you going to let me down gently?" At Will's confused look, she smiled and explained. "About the dance, sounds like you got a better offer." Willow smiled warmly at her friend.

"Yeah, sorry Buffy. It was the kiss that did me in, else I would love to be your date." Buffy internally screamed, and all of her hormones and senses went on overdrive at the casual friendly flirting. Just being near Willow was driving her crazy, and she knew that this was going to be a struggle. "So, what'd you come over for?" Will bounced in the bed a little.

"Can't I just wanna see my Willow?" At Will's 'yeah right, what's up' look, Buffy relented. "Just didn't want to go home yet. I thought I'd come, and see if there was anything you needed help with regarding the spell thingy. I came to see Wicca girl. There's just an added bonus that she happens to be my bestest buddy." They both smiled at each other.

"Actually, good news. I finished tonight. I even made color coded lists for Xander and Cordelia so that they can find the items easier." Buffy looked amazed.

"Wow, Will. I'm impressed. That's record speed, I think."

"Yep, and I even went over it three times more to make sure. I've just been extra aware today. I don't know why. It's strange."

"Well...this is good news. This means that the ball is rolling, and we won't have to worry about the mayor, or the threat of yet another apocalypse needing averted. Giles was afraid, too because the council didn't even have anything other than the spell thingy to other as help. They have nothing on ascensions, apparently. Plus, good news, Faith and Angel are on board with the superhero gig. This is good news for once."

"How is Angel? I haven't seen him around lately." Buffy took a deep breath. "What is it, Buffy? He's not still wearing plaid is he? Because, that was just...scary."

"No, no plaid. He's actually leaving after we defeat the mayor."

"Where's he going?"

"Don't know. We had this long, deep conversation in the cemetery early this week. It was strange. He reminded me of his old self for a while. The Angel that I was in love with, not Angelus, or even scary plaid guy. Although, he did still have the plaid, and the oxfords weren't helping matters any, either."

"How does that make you feel?"

"Okay, Will. You know you were just projecting your parents there, right?" Willow gave Buffy a sheepish grin.

"Well, hey. It's late, why don't you just stay over? Keep me safe?" Buffy laughed. "What?"

"Nothing, Will. It just seems that being near me is what puts you in danger in the first place, I don't see how I make you feel safe." Willow looked concerned, and rubbed Buffy's arm in a reassuring gesture, which caused Buffy's heart to speed up, and hormones to run in all different directions, trying to escape.

"Buffy, you do make me feel safe. I would be in danger anyway. It just makes me feel better knowing that you're there, protecting me. Protecting the world. You and Fred make me feel completely safe, and I am grateful. Now strip, I'll get you some pajamas, and your toothbrush is still in the bathroom cabinet." Buffy's eyes went wide-eyed again, and she found herself licking her lips subconsciously, and nodded rapidly. Will went to her dresser, and pulled out another shirt and pair of pajama pants. Buffy went to the bathroom to change, and when she came back, Will was already lying in bed. She climbed in gently beside her, turned the table lamp off, and snuggled in beside her friend. "Good night, Buffy."

"Night, Will." As she lie there next to her, Buffy closed her eyes in frustration, and all she could focus on was the soft skin that brushed against her arm when they moved in the bed, the smell of Will's green tea shampoo, and the sounds of Will's breathing, as they both began to drift easily off into dreamland. "Will! That's not fair!"

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