DISCLAIMER AND AUTHOR'S NOTE: All Buffy The Vampire Slayer stuff belongs to Joss Whedon, Mutant Enemy and Warner Brothers. No copyright infringement was intended in the writing of this fiction. All other characters that appear belong to me. This story cannot be sold or used for profit in any way. Copies may be made for private use only and must include this copyright notice and disclaimer. There is subtext in this story. If this kind of stuff is not legal where you live, if you're under 18 or if you don't like the notion of two women being in love, then you should find something else to read.

Mama, Up!
By Kristjan Brezovnik

"Angel," Willow said, relieved, when she opened up the door and saw Angel there. But then she noticed Faith and her smile disappeared. "What's she doing here?"

"I thought you could use the help," Angel said.

"Her? You're kidding."

"I can't leave LA."

"This is Faith we're talking about."

"I'm right here, Red," Faith said. "You got something to say to me, say it to me."

Willow glared at her.

"I got nothing to say to you."

"Then shut up. Now, where's B?"

Willow hesitated for a moment.

"She's in coma."

Faith tensed.

"What?"

"What happened?" Angel asked.

"She was fighting the new vamps with some of the Potentials."

"Where is she now?"

"Upstairs."

"I see."

"How long?" Faith asked.

Willow looked at her.

"Since last night."

"You need her, Willow," Angel said.

"I don't trust her."

"Then trust me. She has changed. She will help you."

"Buffy's not gonna be happy."

"That's not the issue here, Willow. You need Faith to protect the Potentials."

Willow looked at Faith and sighed.

"Fine. Come in."

Faith walked past Angel.

"Thanks, man. I'll see you around."

"Good luck, Faith."

"You too."

Faith entered, and Angel left.

"What is she doing here?" Dawn demanded when she saw Faith.

Faith smirked.

"Nice to see you too, kid."

"I'm not a kid."

Faith gave her a once over.

"No, definitely not."

"Faith," Willow said angrily.

Faith looked at her.

"Relax, Red, I'm not gonna jump her bones. Or yours for that matter."

Willow glared at her.

"What is she doing here?" Dawn demanded again.

Faith looked at her.

"She is here to save your asses now that your sister is out cold," Faith said.

"Still the same old Faith," Xander said.

Faith looked at him.

"Still the same old Xander." She looked at Willow. "Where do I crash?"

"This way," Willow said and led the way.

As they walked upstairs, Faith looked around a little, remembering the last time she was there. She felt bad for involving Joyce. She liked the woman, even looked up to her a little. She wished she could have apologized.

"Don't make too much noise, the girls are asleep," Willow said as they passed Buffy's room.

"Eh, okay?" Faith said, having no idea what Willow was talking about.

"Here," Willow said when they reached a room.

Faith entered and looked around. Then she looked at Willow.

"How are the Potentials handling the situation?"

Willow blinked, startled.

"Eh, they're scared."

"Are they any good at fighting?"

"I suppose. They're getting better."

"I'll check them out tomorrow."

"Eh, okay."

Faith went to the window.

Willow stared at her for a couple of moments and then left.

The next morning, after breakfast, Faith had a training session with the Potentials. She saw that they were okay, but not nearly good enough. She also noticed that the most skilled Potential was Kennedy, and that she was also Willow's new honey. She let Kennedy oversee the training and went inside to watch cartoons.

When Willow and Dawn came downstairs with two little girls, Faith frowned. She didn't know they had baby Potentials as well. She wondered how many of them there were.

"Dawn," she said when Dawn came from the kitchen a while later.

"What?"

"How many of them do we have?"

Dawn frowned.

"Who?"

"Baby Potentials."

"Baby… Oh! You mean the twins. They're Buffy's."

Faith blinked, surprised.

"Come again."

"They're Buffy's daughters."

Faith stared at Dawn for a couple of moments.

"B's married?"

"No. She slept with some idiot named Parker and got pregnant."

"Oh."

"He left, of course."

Faith thought for a moment.

"So they're, what, three?"

"Two and a half."

"Oh."

"You stay away from them."

"Relax, I have no intention of being a babysitter."

"Good," Dawn said and moved on.

After the twins were fed, they came to the living room. The Potentials immediately tried to draw the girls' attention, but the twins ignored them and slowly approached Faith, curious.

Faith looked at them.

"Eh, hi," she said awkwardly.

The girls smiled.

"You a Slay Bee?" one of them asked.

Faith blinked.

"Huh?"

"You a Slay Bee?" the girl repeated.

"A what?"

"Slay Bee."

Faith frowned.

"Eh, I'm a Slayer."

The girls' eyes widened and they came closer.

"Mommy Slay," the first one said.

"Mama too," the other one said.

"Eh," Faith said, having no idea what the girls were talking about. She watched them as they tried to climb on the sofa. "You want on the sofa?" she asked.

The girls nodded.

"Uh-huh."

Faith hesitated for a moment and then helped them up on the sofa.

"I'm Joy," the second twin introduced herself.

"I'm Lily," the first twin said.

"Eh, I'm Faith."

The girls' eyes lit up.

"Slay Faith?" Joy asked.

Faith frowned.

"Eh, yeah, I'm the Slayer named Faith."

"Mama!" the girls cried in unison and hugged her.

"What the…" Faith said, surprised. "Red!" she called.

Willow immediately came from the kitchen. Her eyes went wide when she saw the girls were all over Faith.

"What are you doing? Let go of them!" she demanded.

"Me?" Faith said. "They're all over me. Get them off of me."

"Girls, let go of Faith," Willow told the girls.

The girls let go of Faith and looked at Willow.

"Mama," Lily said and pointed at Faith.

"What?" Willow said, surprised.

"Mama," Lily repeated. "Slay Faith."

"What did you say to them?" Willow demanded of Faith.

"Me?"

"What's going on?" Dawn asked as she came downstairs.

"You tell me," Faith said.

"The girls think Faith is their mama," Willow said.

"What?" Dawn glared at Faith. "What did you say to them?"

"I didn't say anything, I only introduced myself."

"As what, their mama?"

"No, as Faith. Then they went all Mama on me."

"Right," Dawn said, not believing.

"She's right," one of the Potentials said.

"Look, whatever," Faith said. "Just get them away from me."

Willow and Dawn moved closer.

"Come, girls, you should stay away from Faith," Willow said.

"Mama!" the girls cried and hugged Faith.

"Girls," Dawn said as she tried to pick up the girls. "Come on, let go of Faith."

"Mama!" the girls cried, clinging to Faith fiercely, as they burst into tears.

Faith didn't know how to feel. She was confused, she had no idea why the girls thought she was their mama.

"Cut it out, Red, you're hurting them," she said when she felt that Willow was a little too rough on the girls.

"What?" Willow said, surprised.

Faith hesitantly put her arms around the girls.

"They're tearing my clothes off."

"Maybe you should let Faith take care of them," one of the Potentials said.

Willow looked at her.

"Are you crazy?"

"Yeah, are you nuts?" Faith agreed. "I'm no mom material."

"They seem to disagree," the Potential said and nodded at the twins, who were still clinging to Faith. "And besides, it's not like she'll be alone with the girls."

Willow looked at Faith and the twins. She wasn't happy about letting Faith take care of the girls, but for some reason, the girls thought Faith was their mama.

"Fine. But something happens to them, I'm gonna make you regret it. Slowly." She looked at the Potentials. "Keep an eye on them."

"You're not serious," Dawn said with disbelief.

Willow looked at her.

"You got a better idea?" She looked at the twins. "They'll let go of her eventually."

"Red, have you completely lost your marbles?" Faith asked. "I don't know the first thing about babies."

"We'll help you," the Potential said.

"Yeah," the others agreed.

"You're the one that got all protective," Willow said.

Faith shifted, nervous.

"Well, yeah, they were tearing off my clothes."

"I'll keep an eye on you," Willow said and left.

"Willow!" Dawn said and followed her.

"Crap," Faith murmured. She looked at the Potentials, and then at the twins. "Eh, it's okay, they're gone," she said, feeling awkward.

The girls let go of her and looked at her.

"Mama?" Lily said.

"Eh, it's okay," Faith said, not sure what to say or do. She hesitated for a moment and then wiped the girls' tears with her sleeve.

"Mama, stay home?" Lily asked.

Faith glanced at the Potentials.

"Eh, yeah, I'm staying here," she said.

The twins smiled.

"Mommy hurt," Joy said.

"Asleep," Lily added.

"Yeah, I know," Faith said.

"When she wake up?"

Faith shrugged.

"Don't know." She hesitated for a moment. "When I was in coma, it took me eight months to wake up."

"That a lot?" Joy asked.

"Well, yeah. But I was in a worse shape than your mom."

"Oh."

Faith glanced at the Potentials, who were observing them and obviously amusing themselves.

"Watch toons?" Lily asked.

Faith looked at her.

"Sure."

Joy crawled across her to the other side and both twins leaned on her.

"This is so cute," one of the Potentials said.

Faith glared at her, but the Potential wasn't phased.

After a while, Faith smelled something. She looked at both twins.

"Did you shit yourself?" she asked Joy, who was obviously uncomfortable.

Joy looked at her.

"What?"

Faith thought for a moment.

"Did you, eh, poo yourself?"

Joy nodded.

"Uh-huh."

"Damn," Faith murmured. "Red!" she called.

"I think she's out in the back yard with Kennedy," Rona said. "I'll get her."

"Thanks." Faith looked at Joy. "Okay, get off the sofa."

Joy reached out to her, so Faith, after a moment of hesitation, helped her off the sofa.

"Mama," Lily said when Faith got up.

Faith looked at her, feeling strange because the girls called her Mama. She helped her off the sofa as well. When she wanted to go look for Willow, the girls took her hands.

"Man," Faith murmured.

"Where are you going?" Dawn asked as she came through the front door.

"Eh, Joy shit herself."

"Oh."

"Faith?" Willow said as she returned from the back yard.

"Joy shit herself," Faith said.

"Come, sweetie," Willow said and moved closer to Joy, but Joy, and Lily as well, hid behind Faith.

Faith looked at Joy.

"She's not gonna take you away," she told her, but Joy didn't move.

"I guess you'll have to change the diaper," Willow said.

Faith looked at Willow, wide-eyed.

"What? You gotta be kidding."

"No."

"I've never changed a diaper." She made a face. "I'll have to clean her up too?"

"Yes," Willow said and smiled at Faith's discomfort.

"You're enjoying this, aren't you," Faith said, noticing the smile.

"Yes," Willow admitted.

"I'm sure Buffy will be all excited that you let me change her daughter's diaper." She sighed. "Where do I do that?"

"Upstairs, in the bathroom."

Faith looked at the twins.

"Let's go upstairs."

They slowly went to stairs, the girls sticking close to Faith when they passed Willow and Dawn. As they walked upstairs, Willow and Dawn followed them, keeping their distance.

"Where are the diapers?" Faith asked when they reached the top of the stairs.

"In the bathroom," Dawn said.

"I'm gonna need some help, I have no idea what to do."

"We'll tell you."

When Joy was clean and wearing a new diaper, Faith cleaned up.

"Thanks," she then said to Willow and Dawn.

"You're welcome," Willow said.

"Mama, go see Mommy?" Lily asked, taking Faith's hand.

"Eh," Faith said, unsure, and looked at Willow and Dawn.

"Go ahead," Willow said.

"Thanks," Faith said. She looked at the girls. "Let's go."

They went to Buffy's room. As they entered, old memories came back to Faith. The room was still the same, except now there was also a bunk bed for the girls and the girls' toys. She tensed when she saw Buffy lying in bed, connected to IVs.

"Mama?" Joy asked.

Faith looked at her.

"I'm okay." She thought for a moment. "How about you draw some pictures for your mom. Then we could put them up so she would see them when she wakes up."

The girls' eyes lit up.

"Okay," Lily said, and they both ran to get their crayons.

"You okay?" Willow asked Dawn after they left Faith and the girls alone.

"Yeah, just… Seeing her change diapers was really weird."

Willow smiled.

"Yes."

"You're not gonna let her alone with Buffy, are you?"

"I'm going to use scrying to monitor her."

"Oh. But what if she hurts Buffy, you're not gonna be able to stop her."

"If she wanted to hurt Buffy, she would've done it already."

Faith quietly watched the girls draw, but her eyes kept turning to Buffy. She felt strange, seeing Buffy so vulnerable and so at peace. And she had to admit that Buffy was as beautiful as ever. She felt guilty when she looked at her, not just because of what she had done in the past, but because she also felt responsible that Buffy was in coma. She knew she had nothing to do with it, but she still felt responsible, because she wasn't there to help her. And the fact that the girls called her Mama didn't ease her conscience any. If anything, it made her worry. She knew Buffy would be furious when she found out, and she didn't want Buffy to be any madder at her than she already was. And as awkward and weird as she felt taking care of the girls, she was determined to take good care of them. She had no idea what she was supposed to do, but she knew that Willow and Dawn, as well as the Potentials, would help her. Another thing that made her worry was that she knew she wasn't mother material and she was afraid that she would somehow hurt the girls, in spite of the help.

Suddenly she felt like she was being watched. She looked at Buffy and then around the room. The presence didn't seem threatening, but she found it unsettling.

"Girls, get behind the bed," she said.

The girls looked at her, wide-eyed.

"Monsters?" Joy asked.

"I don't know. Hurry." The girls quickly scrambled, scared. "Red!" Faith called, ready to fight the invisible threat. "Willow! Get up here!"

"Mama?" Lily asked.

"I don't know, honey, but something is watching us."

Willow, Dawn and Kennedy quickly came.

"What is it?" Willow asked, looking around.

"Something was here."

"What?"

"I don't know, but I could feel someone watching me." She looked Buffy for a moment. "It could be her, I don't know." She thought for a moment. "Or it could be the First."

Willow and Dawn looked at one another.

"Do you still feel it?" Dawn asked.

"No, it's gone now."

"Okay. I'll do a spell, see if there's anything here," Willow said. "Or if anything left a trace."

"Okay."

"Mama?" Joy asked, peeking from behind the bed.

Faith looked at her.

"It's okay, whatever was watching us is gone."

The girls got up, ran to her and hugged her legs.

Faith looked at her, startled, and then at Willow, Dawn and Kennedy, nervous.

"Eh, let me know if you find anything," she told Willow.

"I will," Willow said and left.

Dawn and Kennedy left as well.

"Mama, up," Joy said and raised her arms.

Faith looked at her.

"Up," Lily said and raised her arms as well.

Faith hesitated for a moment and then got down on her knees.

The girls hugged her tightly, still scared.

Faith hesitantly hugged them back.

"It's okay," she said, feeling awkward.

"Monster hurt Mommy?" Lily asked.

"I don't know. I don't even know if it was a monster. Could be some ghost lost its way."

"Oh."

The girls hugged her for a while, and Faith just held them, not sure what to do.

"Mama?" Lily then said.

Faith looked at her.

"Yes?"

"Read story?"

Faith frowned.

"Story?"

Lily nodded.

"Uh-huh."

"I don't know any stories."

"Book," Joy said, let go of Faith, and ran to fetch the book. "Stories," she said as she gave the book to Faith.

Faith took it and looked at it. She sighed and looked at the girls.

"Okay, but first you put away your drawings and stuff."

The girls smiled and quickly put away their things.

In the meantime, Faith sat down and leafed through the book.

When the girls were done, they came to Faith and sat on either side.

Faith looked at them, thinking.

"Eh, how about you sit between my legs," she suggested.

"Okay," Joy said and started crawling over.

Faith spread her legs and the girls sat between them.

"Here, you can hold the book and leaf through," she then said and gave them the book.

"Okay," Joy said.

"Eh, what do you want me to read?"

Downstairs, Willow used a bowl of water again for scrying.

"If someone told me, I wouldn't believe it," Dawn said as they watched Faith read to the twins.

"Me neither," Willow agreed.

"Buffy is still gonna be pissed."

"I know."

"You better stop now, before she notices."

Willow waved her hand over the water, and the image disappeared.

"Does that mean you're not mad at her anymore?" Kennedy asked.

Willow looked at her.

"I don't know." She thought for a moment. "I'm still mad, but I guess she has changed, so… We'll see."

Twelve days later, Faith was reading the girls another story in Buffy's room. It had become a habit for her to spend time with the girls when she wasn't teaching the Potentials or was out Slaying. And it still surprised her how easy she fell into the motherly role. She knew it would end when Buffy woke up, but she had already decided to be there for the girls, regardless of her relationship with Buffy.

The first thing Buffy felt when she woke up was how stiff she was. The pain was long gone, but she felt stiff from all the lying. She groaned quietly. Then her other senses finally returned and the first thing she felt was the presence of a Slayer. A moment later, she heard Faith's voice. She couldn't make out the words, but if Faith was there, it meant there was trouble. She groaned as she tried to pull herself together.

"B?" Faith asked when she finally heard Buffy's groans. She looked back and saw that Buffy was moving. "Get up, girls, I think your mom's waking up."

"Mommy?" Lily said as she and Joy got up.

When Buffy heard Lily's voice, panic struck her. Faith was with her daughters? Not a good thing. She forced her eyes open.

"B," Faith said, relieved and scared at the same time.

"Mommy!" Joy cried, excited.

The twins started to climb on the bed, so Faith helped them.

"I'll call Red," Faith said and left.

The girls quickly crawled across the bed and hugged Buffy, babbling excitedly.

Buffy hugged them when she got her strength back.

"Mommy wake up now?" Lily asked.

"Yes," Buffy said in a coarse voice, relieved that Faith had left. She frowned as she touched their bottoms. "Where are your diapers?"

"We don't wear them."

"We go potty now," Joy said proudly.

"Look, Mommy, pictures," Lily said and pointed at the drawings on the walls that she and Joy had drawn.

"For you."

"Uh-huh."

Buffy smiled a little.

"Thank you," she said and kissed them on the tops of their heads.

"Mama said…"

"Buffy!" Dawn said, excited, when she and Willow came to the room. She ran to the bed and hugged her and the girls. "How do you feel?"

"I'm fine," Buffy said. "What is Faith doing here?"

"Angel brought her the day after you went into coma. She's been helping us."

"How long was I out?"

"Thirteen days."

Buffy sighed. She thought for a moment.

"What was she doing alone with the girls?"

Dawn looked at Willow.

"Girls, why don't you go with Aunt Dawn," Willow said.

"No," Lily said and hugged Buffy.

"Your mommy needs to take a shower and change. You can wait for her downstairs."

"You can help me prepare some food for her," Dawn said.

"Okay," Joy agreed.

The girls crawled to the foot of the bed, and Dawn helped them climb off. They each took Dawn's hand and headed for the door.

"Where's Mama?" Lily asked Dawn.

"Eh, let's find out," Dawn said, afraid to look at Buffy.

Buffy looked at Willow, confused.

"Mama?" she asked.

Willow waited until Dawn and the girls were gone.

"Eh, well, it seems that the girls have, eh, sort of, eh, adopted… Faith," Willow said nervously.

"What! Have you gone mad? How could you let that happen?"

"I didn't have much choice. Neither did Faith for that matter."

"What's that supposed to mean?"

"Well, when the girls found out that her name is Faith and that she's a Slayer, they started calling her Mama."

"Why?"

"I don't know. I asked the Potentials if Faith said anything, but they said she didn't. And believe me, Faith was freaked out as well." She thought for a moment. "I think it made them feel safe, because Faith was a Slayer."

"You could tell them to stay away from Faith."

"We tried to take the girls away, but the girls just hugged Faith and started crying. After a while, Faith got protective and told us to stop, so we did."

"Just like that?"

"She had a point." Willow hesitated for a moment. "And believe it or not, Faith took good care of them. The girls simply adore her."

"Great, I'm out for two weeks and Faith takes over."

"Relax, she's changed."

"Just because she pretends she cares about my daughters doesn't mean she's changed."

"I used scrying to keep an eye on her. If she were pretending, she would've dropped the act when she was alone with the girls. She really cares about them, and the girls care about her too."

Buffy sighed.

"Help me get up, I need a shower."

After the shower, Buffy dressed and went downstairs. The Potentials greeted her excitedly, but she ignored them, looking around for Faith.

"She's out," Kennedy said, guessing who Buffy was looking for.

Buffy breathed a sigh of relief.

"And the girls?"

"In the kitchen, making a mess."

Buffy smiled a little.

"Thanks." She looked at the Potentials. "How are things?"

"Okay. Faith's doing a good job."

Buffy tensed a little.

"Okay."

She went into the kitchen. She smiled when she saw the girls standing on a chair, each holding her own wooden spoon, as they made a soup.

"Mommy! Soup," Lily said.

Buffy's smile widened.

"Smells nice."

"Why don't you sit down," Dawn said.

"Okay."

"Okay, girls, I think the soup is about done," Dawn said. "Put the spoons aside and you can join Mommy at the table."

The girls quickly put away the spoons. Then they turned around, and Dawn picked them up and carried them to the table. Buffy took Joy and put her in a baby chair, and Dawn put Lily in the other baby chair.

Buffy smiled at the girls.

"How are you, girls?"

The girls started to babble excitedly.

When Faith came back, Buffy was in the living room, reading the girls a story. She stopped, and they stared at one another for a few moments.

The Potentials quietly observed them, curious.

"Faith," Buffy finally spoke.

"B," Faith said.

Then Lily moved.

"Mommy, down," she said.

Buffy looked at her, startled.

"What?"

"Down, Mommy," Lily repeated.

"Oh."

Buffy helped Lily down, and Lily ran to Faith.

"Mama, potty," she said and raised her arms.

"Eh," Faith said, unsure of what to do. On one hand, she wanted to take Lily upstairs, but on the other, she was afraid of pissing off Buffy, who was staring at her angrily. "Fuck it," she finally murmured and picked Lily up.

"Faith!" Buffy called, upset. "Put her down."

"I'm just taking her upstairs…"

"Put her down!" Buffy demanded. She put Joy and the book aside, and got up. "Put her down. Now!"

"Jeez," Faith murmured, but she put Lily down.

Buffy moved close to her.

"I want you to stay away from them. Just because you took care of them while I was out does not make you their mom."

Faith bit her teeth. She felt like Buffy just punched her in the stomach. She was angry and hurt at the same time. She decided it would be better if she went out and cool off before talking to Buffy again. She quickly left.

Kennedy, who was near Buffy, looked at her.

"Right now, I really feel like slapping you," she said.

"Go after her," Willow told her. "She'll be easy picking right now."

Kennedy nodded and left.

"What?" Buffy said when she saw how Willow was looking at her.

"Nothing," Willow said and went to Lily, who was staring up at Buffy, confused and scared. "Come, sweetie, let's go to potty," she said and picked her up.

"Mommy mad at Mama?" Lily asked.

"Yes."

"Why?"

Willow sighed.

"It's a long story." She smiled and caressed her. "Don't worry, they both love you."

Dawn walked past Buffy, throwing her a glare, and went to Joy, who was just as confused and scared as her sister.

"Hey," she said with a smile as she sat beside her. Joy hugged her. "There, there," Dawn said and caressed her. "It's okay."

"So now I'm the bad guy?" Buffy asked, upset.

Dawn glared at her.

"Yes."

As Faith walked down the street, her anger increased at first and she really hoped that one of the new vamps would come along, so she could relieve some frustration. Unfortunately, it was day, so that wasn't likely.

After a while, her anger lessened a bit, but the pain was still there. She knew Buffy was right, but that didn't make the pain go away. She knew she shouldn't have gotten attached to the girls, but she just couldn't help herself, nobody had ever needed her like they did and in spite of the fact that she had no idea what she was doing, she enjoyed spending time with them. She knew she wouldn't be able to spend much time with them in the future, but she was determined to be there for them.

"You didn't really think I'd let you take care of them, did you?"

Faith jerked, startled.

"B," she said, surprised. She frowned. "You're not B."

"Give the girl a medal."

"Get lost."

"Aww, are we in a bad mood?"

"Yes."

"Why? I mean, you know I wouldn't let you take care of the girls. I mean, no one in their right mind would let you take care of their children."

"Shut up."

"You should just kill yourself and get it over it."

"I got a better idea. I always liked kicking some big bad's ass and I bet kicking yours is gonna be a blast."

The First changed into the Mayor, and Faith tensed.

"Now, now, young lady, is that the way to talk to your betters?"

"You're not my better and you're not the Mayor either."

"You'll betray your friends just like you betrayed me, Faith."

"No, I won't. And you weren't… And he wasn't my friend, he was just using me and I used him."

"Faith?" Kennedy asked. She had seen Faith talking to herself and she guessed that she was actually talking to the First. "You okay?"

Faith looked at her, startled.

"Yeah."

"Was it the First?"

"Yeah."

Faith looked around, but the First was gone.

"What did it want?"

"The usual crap."

"Oh."

"What are you doing here?"

"Willow said I should follow you. She thought you would be easy picking right now."

"Oh."

"It looked like she was right."

Faith sighed.

"Yeah."

"I'm sorry about what Buffy said."

"Yeah, well, she was right."

"Perhaps, but the way she said it, it was wrong. I think you took great care of the girls and I know you care about them."

Faith smiled a little.

"Thanks."

Kennedy smiled back.

"You're welcome." She hesitated for a moment. "So, you feeling better?"

Faith took a deep breath.

"Yeah." She hesitated for a moment. "I mean, it still hurts and I'm still pissed, but I'll be okay."

"Want me to walk with you or would you prefer to walk alone?"

Faith thought about it.

"If you got nothing better to do."

Kennedy smiled.

"Actually, I can think of a whole bunch of things I'd rather do, but it's still too early and the house is way too crowded."

Faith grinned at her.

By the time she and Kennedy came back, Faith was feeling better. The hurt was still there and she was still mad at Buffy, but she was much calmer.

When they entered, everyone looked at Faith, so Faith smiled a little, even though she was annoyed.

"You okay?" Dawn asked.

Faith nodded.

"Yeah."

"Sorry about Buffy. She can be such a bitch sometimes."

Faith grinned.

"Yeah."

Then Buffy came from the back yard and everybody tensed. She and Faith stared at one another for a few moments and then Faith stepped closer to Buffy.

"You wanna have an argument, fine, but don't ever yell at me in front of the girls again," she said coldly.

Buffy gasped, surprised.

Faith looked at Willow.

"I'll be upstairs," she said and headed for the stairs.

Buffy stared after her and then looked at Willow.

"Did you see that?"

Willow sighed.

"Come here, quick," she said and went to the kitchen.

Buffy frowned, confused, but followed her.

Dawn and Kennedy followed her as well.

"What's going on?" Buffy asked when she saw Willow prepare a bowl.

"I'm going to show you something," Willow said.

When Faith got upstairs, she went to Buffy's room and looked inside. She smiled when she saw the girls draw.

"Mama!" Lily called, excited, when she saw her.

"Mama!" Joy echoed.

They got up and ran to her.

"Hey," Faith said with a smile as the girls hugged her. She ruffled their hair, and the girls looked up at her. "Having fun?"

"Mommy mad at Mama?" Joy asked, worried.

Faith kneeled.

"Yes, she is," she said and caressed her.

"Why?" Lily asked.

Faith thought for a moment.

"Well, before you were born I was a… a bad girl and I did some bad stuff. I ended up hurting your mom."

"Why?"

Faith sighed.

"It's a long story," she said and caressed her. "But I'm not gonna hurt her again, I promise."

"Okay."

"We drew pictures for you," Joy said and fetched the a couple of drawings.

"Thank you," Faith said with a smile. She quickly looked through them. "They're very pretty. I'm gonna put them up in my room." The girls beamed. "Come here," Faith said and spread her arms.

The girls hugged her.

Faith hesitated for a moment and then gave them each a kiss on the top of the head.

"Why don't you go draw some picture for your mom, so she'll know you're not mad at her, okay?"

"Okay," Lily said.

Faith smiled.

"Go."

The girls ran back to the room, and Faith got up.

"Okay, stop it now, before she notices," Dawn said when Faith got up.

"Notices?" Buffy asked as Willow stopped scrying.

"The first time Willow used scrying to monitor her, Faith noticed."

"Oh."

"Willow!" they heard Faith.

"Looks like she noticed," Kennedy said.

Willow went to the bottom of the stairs.

"Yes?" she asked when she saw Faith.

"Did your alarm go off?"

"No. Why?"

Faith shook her head.

"I thought I felt something for a moment."

"Oh."

"Can you check?"

"Sure."

"Okay. I'll stay upstairs."

"Okay," Willow said and went back to the kitchen.

"Did she notice?" Dawn asked.

"Yes, but she's not sure."

"Oh."

Willow looked at Buffy.

"Like it or not, she loves your girls and the girls love her. I'm not saying you have to be best friends, but at least try to tolerate her. You know I'm not her greatest fan, but I'm actually starting to like her. Give her a chance."

Buffy sighed, remembering Faith's caring demeanor when she was alone with the girls.

"I'll have to get used to it. I mean, you had two weeks."

"I know."

"I'm going upstairs to the girls."

"Tell Faith I checked the spell and didn't find anything."

"Okay."

When Buffy got upstairs, she first quickly checked up on the girls, and then went to Faith. She noticed that Faith was looking at the drawings the girls gave her.

"Hey," she said.

Faith looked at her, startled.

"Hey."

"Willow said she checked the spell and didn't find anything."

"Okay. Thanks."

Buffy nodded. She hesitated for a moment and then left.

"Hey," she said with a smile when she got to her room.

The girls looked at her with a smile.

"We making pictures for you," Lily said.

"We not mad at you, Mommy," Joy said.

Lily nodded.

"Uh-huh."

Buffy joined them on the floor.

"Thank you," she said and caressed her. She hesitated for a moment. "I'm sorry I scared you, it's just… Well, Faith and I weren't really best friends."

"She said she hurt you," Joy said.

"She did." Buffy sighed. "Don't worry, we'll get along." She hesitated for a moment. "Tell me about her."

The girls sat up and started babbling excitedly.

In the evening, Faith overheard Buffy talking to Kennedy about going on patrol.

"You're going to patrol tonight?" she asked Buffy.

Buffy looked at her.

"Yes."

"You should stay home. You barely woke up from coma."

"I'm fine."

"I'm serious, B. And you didn't practice all that much today."

"You don't need to pretend you care, Faith."

Faith tensed.

"I don't, I'm just worried how the girls will feel when I have to bring home your corpse," she said and walked away.

"She has a point," Kenney said.

Buffy looked at her.

"I'm fine. And you can come along too."

When it was time to put the girls to sleep, Faith stayed out of sight, not wanting to piss off Buffy. She was in her room when Buffy came to her.

"Faith."

"Yeah?"

"Can you come to my room? The girls want to see you."

"Eh, sure."

They went to Buffy's room.

"Mama," Lily said.

Faith smiled.

"Hey. All ready to go to bed?"

Lily nodded.

"Uh-huh."

Faith kneeled beside the bed. She wanted to caress them, but she stopped herself.

"You and Mommy go hunt monsters?" Joy asked, wide-eyed.

"Yes." Faith smiled. "Don't worry, I'll watch out for her. She'll be okay."

"Okay," Joy said, but it was clear to Faith that she was still scared.

"How about Mommy and I stay here until you fall asleep, hmm? And when we go out, we'll make it real short."

"Okay."

Faith hesitated for a moment and then caressed the girls, hoping Buffy wouldn't freak out.

As Buffy quietly observed the interaction, she noticed that Faith was more reserved now that she wasn't alone with the girls, but the look in Faith's eyes as she looked at the girls told Buffy that Faith did care about the girls. She didn't know how to feel about Faith. On one hand, she hated her and was wary of her, but on the other hand, she had seen the caring side of her and it was a side she liked. It seemed everyone liked Faith, even Willow, Xander and Dawn, and the girls simply adored her. She felt a little jealous and scared that the girls thought of Faith as their second mother, but on the other hand, she was glad that Faith had been around to take care of them and make them feel better.

"I'll turn off the light," Buffy said.

She went to the door and turned off the light. Then she returned to the girl's bed and joined Faith on the floor.

"Good night, girls."

"Night, Mommy, night Mama," Lily said.

"Night, Mommy and Mama," Joy said.

"Night, girls," Faith said.

Buffy and Faith sat quietly beside the bed, waiting for the girls to fall asleep.

When the girls finally fell asleep, Buffy and Faith quietly left the room.

"You sure you're not gonna stay home?" Faith asked.

"Yes. I'll be fine. And besides, Kennedy is coming too."

"Okay."

Faith headed for the stairs.

Buffy hesitated for a moment.

"Faith, wait."

Faith turned.

"Yes?"

Buffy hesitated again.

"I'm sorry for yelling at you in the morning."

Faith sighed.

"I understand why you did it."

"Still, I'm sorry. I've had a little time to think it over and talk to everyone, including the girls, and everyone is just amazed. I'll have to get used to you being around and taking care of the girls."

"Okay." Faith hesitated for a moment. "Look, I know you said you didn't want me to apologize, but I want to."

Buffy nodded.

"Okay."

Faith hesitated for a moment, nervous.

"I'm sorry for hurting you and for betraying you. And, you know, all the other shit. I hope I can make up for it someday."

Buffy thought for a moment.

"Me too."

They stared at one another, and then Faith went downstairs. Buffy followed her.

The next morning, Faith suggested Buffy that they go to Buffy's room, so they'd be there when the girls woke up. Buffy agreed, knowing that the girls would probably be frightened if they weren't there.

So they went to Buffy's room and sat on her bed, quietly watching the girls.

Joy was the first to wake up. When Buffy and Faith heard her, they got up and approached the bed.

"Hey, sweetie," Buffy said with a smile when she saw Joy rub her eyes.

Joy opened her eyes.

"Mommy!" Then she saw Faith. "Mama!"

"Hey," Faith said with a smile.

Then Lily woke up.

"Mama! Mommy!"

"Good morning," Faith said.

"Sleep well?" Buffy asked.

Lily nodded.

"Uh-huh."

"Then how about you get up now?"

"Okay," Lily said and reached out with her arms.

Buffy picked her up.

Joy reached out to Faith, and Faith looked at Buffy questioningly. When Buffy nodded, Faith picked up Joy. Then she followed Buffy to the bathroom.

When the girls were dressed up, Buffy took them downstairs to the kitchen. There, Dawn helped her sit them in the baby-chairs. Buffy expected that Dawn will help her feed the girls, but Dawn stepped aside, obviously expecting Faith to help. She looked at Faith, who was obviously waiting for her permission. She sighed and nodded.

Faith sat on the other side of the table and fed Lily, and Buffy fed Joy.

When they were done, Buffy started putting away the dishes.

"Mama, up," Lily said when Faith got up to help Buffy.

"Mama, up," Joy echoed.

Faith looked at Buffy.

Buffy felt strange that the girls called Faith Mama. Still, they were happy with Faith, so she nodded, even though she didn't really want Faith anywhere near them.

Faith picked up Lily and then moved to the other side and picked up Joy.

"We'll be in the living room," she told Buffy.

"Okay," Buffy said and watched as Faith took the girls to the living room.

"So, what do you want to do?" Faith asked the girls when they got to the living room.

"Toons!" the girls said in unison.

Faith smiled.

"Okay."

When Buffy came to the living room and saw the girls sitting in Faith's lap, she tensed for a moment, but then she relaxed when she saw that the girls were enjoying themselves. She noticed that Faith was apparently also enjoying herself, though it looked as though she was enjoying the company of the girls more than the cartoons. But the moment Faith noticed her, Buffy could literally see her walls go up.

"Look, Mommy's here," Faith told the girls. "Wanna go to Mommy?"

The girls looked at Buffy and then shook their heads, obviously quite comfortable where they were, and returned to watching cartoons.

Buffy could tell that Faith was obviously surprised by their response.

"It's okay," she said, even though it wasn't.

In the afternoon, after their nap, the girls drew in the living room. The TV was on, but Faith spent more time watching the girls than the TV. She realized she had really grown attached to them and she was worried that she would have to leave. The funny thing was, she realized, that she wasn't worried as much about how she would feel, she was more worried about how the girls would feel.

When Kennedy came in, she immediately noticed that Faith was in a pensive mood and that she was thinking about the girls.

"Hey," she said as she joined Faith on the sofa.

Faith looked at her, startled.

"Hey."

Kennedy looked at the girls.

"They're really special, aren't they?"

Faith smiled a little as she looked at the girls.

"Yeah."

"How does it feel to be adopted?"

Faith's smile widened a little.

"Weird."

"They really grew on you, huh?"

Faith blushed a little, and looked at the girls.

"Yeah."

"Why the long face?" Kennedy asked when Faith's face became serious.

Faith sighed.

"Nothing."

"Right."

Faith glanced at Kennedy, hesitating.

"I'm just worried about leaving."

"Where are you going?"

"I'm a wanted woman, remember?"

"Oh."

Faith sighed.

"I'm just worried how the girls will take it." She hesitated for a moment. "I don't want to hurt them."

Kennedy smiled.

"You'll think of something."

"I hope so."

Two days later, they had lunch a little earlier than usual. After lunch, the twins weren't immediately sleepy, so Buffy let them watch cartoons with Faith. The girls ended up falling asleep in Faith's arms, and as Faith watched them, it finally hit her that she was a mother. She knew she wasn't legally their mother, but she felt like a mother, and it just plain terrified her.

When Dawn came to the living room, she found Faith staring at the girls, who were sleeping peacefully in her arms. She found it cute, until she saw the terrified look in Faith's eyes.

"Faith?" she asked, worried, but Faith didn't respond. "Faith!" she said louder as she came closer.

"Huh?" Faith said, startled, and looked at her. "What?"

"You okay?"

Faith blinked and then looked at the girls.

"Eh, yeah," she said and looked at Dawn. "Why?"

"You just looked terrified. Like you were shell-shocked or something."

"Oh," Faith said and looked at the girls.

Dawn sat on a chair.

"Is everything okay?"

Faith sighed.

"Yeah."

"You sure? If there's anything you want to talk about…"

Faith hesitated for a moment and then glanced at Dawn.

"It's just… I just found out what it's like to be a mother."

Dawn frowned.

"You did? How?"

Faith hesitated for a moment.

"I don't know. I was watching the girls and it just hit me." She glanced at Dawn. "I mean, I was playing the mom part and I… I care about them, but it… I…" She sighed. "I don't know, I just can't explain it."

Dawn smiled.

"I see." She frowned. "But why the scared look?"

Faith hesitated for a moment.

"I'm not exactly mom material and the whole responsibility thing just scared the shit out of me," she admitted.

Dawn smiled.

"I think you're doing fine. Buffy too, or she wouldn't let you take care of the girls."

Faith sighed.

"I'm just damn lucky I haven't fucked up yet."

"Don't worry. I'd be worried if you weren't worrying. Buffy worries too, you know."

Faith looked at her, raising an eyebrow.

"She does?"

"Of course, all the time."

Faith looked back at the girls, thinking.

"You know what's funny?"

"What?"

"That no matter how much this mom thing scares me, I actually want to be their mom."

Dawn smiled again.

"I'm sure Buffy won't mind."

Faith sighed.

"Buffy's not my only problem."

Dawn frowned.

"What else?"

Faith glanced at her.

"I'm a wanted woman, remember?"

"Oh. I'm sure Willow can take care of that."

Faith sighed.

"Maybe."

Dawn thought for a moment.

"Why don't you take the girls upstairs."

"I don't wanna wake them."

"You can take them to your room, lay down with them."

Faith thought about it.

"Okay." She got up and looked at Dawn. "Thanks."

Dawn smiled.

"You're welcome."

Faith went upstairs, and Dawn went to the kitchen.

When Faith got to her room, she sat on the bed and then carefully lay down. The movement nearly woke Joy.

"Shh, sleep," Faith said softly.

She hesitated for a moment and then kissed Joy on the top of the head. She smiled a little and then kissed Lily as well.

When Buffy came from the back yard, she saw that the girls were gone. She guessed that they had fallen asleep and Faith had taken them upstairs. She headed for the stairs.

"Buffy!" Dawn called her just as she reached the stairs.

She turned.

"Yes?"

Dawn came closer.

"After this is over, will you still let Faith take care of the girls?"

Buffy frowned.

"I don't know. I haven't thought about it much. Why?"

Dawn smiled a little.

"I came across Faith a couple of minutes again and she looked, like, shell-shocked."

Buffy frowned.

"Why?"

"She said she finally understood what it was like to be a mother."

Buffy's frown deepened.

"And she didn't before?"

"No. She said it hit her when she watched the girls sleep in her arms. She said she was playing the part, but she didn't really feel like their mom before."

"And now she does?"

"Yes. And it scares her."

"Why?"

Dawn raised an eyebrow.

"You're asking me? You're the one that's constantly worried about the girls. I'm guessing it's a mom thing. And Faith caught it."

"Oh," Buffy said, not sure how to feel about it.

"And I think Willow should clear Faith's record."

Buffy nodded.

"I was thinking about it."

"I'll tell her."

"Okay."

"The girls are upstairs. I think they're in Faith's room."

Buffy frowned.

"Why?"

"She didn't want to wake them."

"Oh."

"Is Willow in the back?"

"Yes."

"Okay," Dawn said and ran to the back yard.

Buffy thought for a moment and then went upstairs. She first checked her own room, but the girls weren't there, so she went to Faith's room.

She felt strange when she found the girls sleeping in Faith's arms. She was jealous of Faith, and also glad to see that Faith had a gentle side as well. She hesitated for a moment and then went to her room and fetched a blanket.

When she returned to Faith's room and covered Faith and the girls, Faith opened her eyes, startled, and Buffy could see that Faith's walls were back up and that she was worried. Buffy smiled a little and sat down. She watched the girls sleep for a while. She ignored Faith, but she could feel that Faith was worried. She finally looked at Faith, and they stared at one another for a few moments. Then Buffy got up and left, closing the door behind her.

Faith stared at the door for a while, confused.

An hour later, Joy woke up.

"Hey," Faith said with a smile when Joy opened her eyes.

Joy smiled back.

"Mama."

Faith hesitated for a moment and then kissed Joy on the top of her head.

"We can cuddle for a while, Lily is still asleep."

Joy beamed and cuddled up to Faith.

Faith sighed. She realized that she had never been happier in her life. She knew she shouldn't have gotten so attached to the girls, but she just couldn't help herself. And it made her feel better about herself, she didn't feel like a complete loser anymore, she felt that there was hope for her after all.

Ten minutes later, Lily woke up.

"Hey," Faith said with a smile and kissed her on the top of the head. Lily beamed. Faith looked at Joy, who had opened her eyes. "Ready to get up?"

Joy nodded, and when Faith looked at Lily, Lily nodded as well.

"Okay."

Faith sat up, making sure the girls were holding her tight, and then got up.

"Mama, potty," Joy said.

Faith smiled at her.

"Okay." She looked at Lily. "And you?"

Lily shook her head.

"Uh-uh."

"Okay."

They went to the bathroom, and Faith sat Lily on the toilet. Then she helped Lily sit on the potty.

When one of the Potentials told Buffy that she had seen Faith take the girls to the bathroom, Buffy went upstairs.

"Mama, potty," Lily said as Buffy entered.

"Sure, sweetie, as soon as Joy is done," Faith said.

"Mommy!" Lily said with a smile when she saw her.

Faith glanced at Buffy, startled, and Buffy could see Faith's walls go up again.

"Hey," Buffy said. She smiled at the girls. "Sleep well?"

Lily nodded.

"Uh-huh."

"Mama, done," Joy said.

"Okay. Get up."

"Mommy, up," Lily said as Faith took care of Joy.

Buffy went to her and picked her up.

"Mommy, potty."

"I know, sweetie."

As Faith helped Joy wash her hands, Buffy helped Lily use the potty. When Joy was clean, Faith picked her up and they waited for Lily to finish.

"Sleepy?" Faith asked Joy, when Joy leaned her head on Faith's shoulder.

Joy shook her head.

"Uh-uh."

"Okay," Faith said and moved Joy's hair from Joy's face.

Buffy, who had looked at them when Faith spoke, saw the gentle gesture and the loving look in Faith's eyes. She stared at Faith for a moment and then quickly looked away, before Faith noticed. In spite of her distrust of Faith, she started to believe that Faith really did love her daughters. And she could see that the girls loved her too, which made her jealous and uncertain.

A couple of days later, the Bringers attacked the house again. The Potentials quickly gathered up.

"I'll watch the girls!" Faith told Buffy and ran to the girls.

Buffy hesitated for a moment, uncertain, but then she realized she was being silly, she knew Faith would protect the girls with her life if necessary.

Faith quickly picked up the girls and ran up the stairs. When she reached the top, she put the girls down.

"Girls, I need your help," she said.

The girls looked at her, wide-eyed.

"Really?" Lily asked.

Faith smiled a little.

"Yes. I need to watch downstairs. I want you to watch my back, okay? If you see anyone come down the hall, I want you to tell me. And then I want you to run to the bathroom, close the door and hide. Okay?"

Joy nodded.

"Okay," she said. "Mama!"

Faith quickly turned and kicked one of the Bringers in the head. Then she looked back at the twins.

"Just like that, girls. Now watch the hall."

"Okay."

Faith moved down the stairs a little and concentrated on the Bringers, but she did keep an eye on the girls.

After several minutes of heated fighting, the Potentials managed to drive the Bringers out. Faith waited a few moments to make sure they were really gone. Then she went up to the girls.

"It's over," she said with a smile.

"Are they gone?" Lily asked, frightened.

"You bet, we beat them. Come here." The girls quickly hugged her. "Shh, it's okay."

"Faith?" Buffy asked from downstairs.

Faith looked at her.

"They're okay, just scared."

Buffy came upstairs.

"It's okay, girls," she said and caressed them.

"They wanted Slay Bees?" Joy asked.

"Yes, but we drove them off."

"Girls, why don't we go to your room and let Mommy and the Slay Bees clean up downstairs," Faith said.

"Okay," Lily said.

Faith picked them up.

"So, what do you want to do?" she asked as she took them to Buffy's room.

"B," Faith said, after the girls fell asleep.

"Yeah?"

"I think we better send the girls to LA with Dawn."

Buffy nodded.

"Yes, I was thinking about that. I'll talk to Dawn."

"Okay."

The next day, after breakfast, Buffy talked to the girls about going to LA with Dawn.

"Don't wanna!" Lily said and hugged her.

Joy hugged Faith.

"It's okay," Faith said.

"Wanna stay home," Lily said.

"I know, sweetie," Buffy said, "but it's not safe here. Remember those men? They'll keep coming and I don’t want you to get hurt."

"You'll just be gone a couple of days, until your mom and I take care of them," Faith said. "Think of it as a vacation." She looked at Buffy. "Have they ever been to LA?"

"No," Buffy said.

Faith looked at the girls again.

"You'll get to see a really big city. It'll be fun."

"Don't wanna," Joy pouted.

Faith caressed her.

"I know. I don't want you to leave either, but I want you to get hurt even less. You'll be safer there."

"And you can call us every day," Buffy said.

"Call?" Lily asked.

"With the phone. When you wake up, during the day and before you go to sleep. I have a cell phone, so you can reach me anytime."

"You can come back as soon as we take care of the bad men," Faith said. "A couple of days tops."

"Don't worry, Aunt Dawn will take care of you," Buffy said and caressed Lily.

"How about we go pack now, girls," Faith said. "You've never packed before, have you?"

The girls shook their heads.

"Come," Buffy said. "And I promise, we're going together on the next trip."

After packing the girls' stuff, Buffy and Dawn also packed some of their stuff that they didn’t want to get destroyed during the fight. Then they took everything to the car.

"Come here, girls," Buffy said when everything was packed. The girls ran to her and hugged her. "Hey, it's okay," Buffy said and caressed them. "You'll be safe in LA. And in a couple a of days, we'll be together again."

"Promise?" Lily asked.

Buffy smiled at her.

"I promise." She gave them both a kiss on the forehead. "I love you."

"Love you too, Mommy," Joy said.

"Uh-huh," Lily said with a nod.

"Good." Buffy hesitated for a moment. "Now say goodbye to Faith."

She let go of the girls, and the girls ran to Faith.

"Bye, Mama," Joy said.

"Bye, Mama," Lily echoed.

"Bye, girls," Faith said, hugging them. "You take care of Aunt Dawn, okay?"

The girls nodded.

"Uh-huh," Joy said.

Faith hesitated for a moment.

"I love you," she whispered and gave them each a peck on the temple.

"Love you too, Mama," Lily said.

"Uh-huh," Joy agreed.

Faith smiled, blushing a little, because she knew Buffy had heard the girls' reply.

"Go now," she said and let go of them. "And call us when you get there."

"Okay."

"Lily, go to Aunt Dawn, so she can strap you in."

"Okay," Lily said and ran to Dawn, who was on the other side of the car.

Buffy and Dawn then strapped the girls in their baby-seats.

"Okay, she's strapped," Dawn said when she was done.

"Joy too," Buffy said. She smiled at the girls. "Bye, girls."

"Bye, Mommy," the girls said in unison.

"Bye, Mama," Lily called.

Faith smiled.

"Bye!" she called back.

Buffy and Dawn closed the back door.

"Be careful," Dawn said.

Buffy smiled at her.

"You too."

Dawn nodded.

"I will." She looked at Xander. "Let's go."

"Okay," Xander said. He looked at Buffy. "I'll take care of the groceries and then I'll come back."

"Okay."

Dawn and Xander got in the car, and then Xander drove off.

Buffy and Faith stared after the car until it was gone, then they went back inside.

"You okay?" Kennedy asked Faith when she sat down on the sofa.

Faith sighed, staring at the TV.

"I've only been this scared twice before," she admitted.

Kennedy smiled a little.

"They'll be okay."

Faith looked at her.

"But what if the First sends its freaks after them."

"They're not a threat to it."

"But it could use them against me and B."

"I doubt that. And besides, Angel will watch out for them."

Faith sighed again.

"I know."

Four days later, they finally beat the First, but Sunnydale was gone. When they got to LA, they went straight to the Hyperion. Even though Buffy wanted to go see her daughters, she stuck around to take care of the wounded. Faith helped as well, but when she did all she could, she went to the kitchen and got herself a drink. Then she sat on the table and slowly drank.

"You okay?"

Faith jerked, startled.

"Hey," she said when she saw Angel.

"How did it go?"

"Buffy? Okay."

"You're tense."

Faith sighed and looked away.

"Yeah."

"Everything okay?"

Faith hesitated for a moment.

"While Buffy was in coma, her…" She trailed off and looked at Angel. "You know she has twins, right?"

"Yes."

"Good." Faith hesitated again. "Well, while she was in coma, the twins sort of… adopted me."

Angel raised an eyebrow, surprised.

"Adopted?"

Faith blushed a little.

"Yeah. When they found out my name was Faith and I was a Slayer, they started calling me Mama."

Angel smiled.

"You made them feel safe, because you were a Slayer, like Buffy."

"Yeah, that's what I figured." She took a deep breath. "Anyway, um, I got, well, attached to them."

"And now you're worried that Buffy won't let you near them."

Faith nodded.

"Yeah. I mean, she'll probably let me near them, just not, you know, like before, when I was their Mama."

"Sounds like you got more than just a little attached."

Faith looked away, blushing.

"Yeah," she admitted quietly.

"What are you two brooding about?" Cordelia asked as she entered.

Angel and Faith looked at her.

"Just talking," Angel said.

"Right," Cordelia said and went to the freezer. "Someone needs to go shopping," she said after a couple of moments, and closed it.

"Is Cordelia…" Buffy started as she came in. "Oh," she said when she saw her. "I'm going home, can you give me a ride?"

"Sure," Cordelia said. "Looks like I'll have to go shopping as well."

Buffy looked at Faith, hesitating for a moment.

"You coming?"

Faith blinked, startled.

"Sure," she said and got off the table.

She glanced at Angel as she put her drink away, and Angel smiled at her. Faith smiled back and then followed Buffy and Cordelia.

"Nice house," Faith said when Cordelia drove off.

"Yeah. I grew up here."

"I know."

"Come."

They went to the house. Buffy wanted to enter, but it was locked, so she rang the bell. A few moments later, the door opened.

"Buffy!" Dawn said, excited, and hugged her sister. "Hi, Faith."

"Hey," Faith said.

Dawn let go of Buffy.

"Girls! Look who came home!" she called.

A couple of moments the girls came running.

"Mommy!" Joy called, excited, when she saw her.

"Mama!" Lily called.

Buffy picked up Joy, and Faith picked up Lily.

"Hey, sweetie," Buffy said.

Faith just quietly hugged Lily, feeling relieved to be holding her again.

"Did you beat the bad men?" Joy asked.

"Yes, sweetie," Buffy said and gave her a peck on the nose.

"Can we go home now?"

"Eh, well, I'm afraid not."

"Why?"

"Well, we beat the bad men, but Sunnydale got destroyed."

"Oh.

"We'll stay here. Aunt Dawn and I grew up here."

"Mama, are you and Mommy staying home now?" Lily asked.

"Eh," Faith said, uncertain, and looked at Buffy questioningly.

Buffy hesitated for a moment.

"You can stay here, if you want."

Faith blinked.

"Eh, you sure?"

Buffy nodded.

"Yes."

Faith smiled and looked at Lily.

"Looks like we are."

"Cool!" Lily said and hugged Faith again.

"Why don't you girls show Mama around the house, she's never been here before," Dawn said.

"Okay," Joy said.

"Nice," Faith said when the girls were done with the tour. She looked at Buffy. "Um, where do I sleep?"

"In the guest room."

"Okay.

"We'll have to get it ready."

Faith looked at Lily and Joy.

"Wanna help me get my room ready?"

The girls nodded.

"Uh-huh," Joy said.

"Come."

She headed for the guest room and Buffy followed her, still carrying Lily.

"Could I borrow some of your clothes?" Faith asked as she put Lily down.

"Oh, right, you don't have anything. Sure." Buffy put Joy down. "I'll get some."

"What do we do, Mama?" Lily asked.

Faith looked around.

"Hmm, let's see."

After taking care of the room and putting away her clothes, Faith went with the girls to Buffy's old room, where the girls were staying, and Buffy and Dawn went downstairs so Dawn could tell Buffy what needed to be done.

"You're gonna let Faith stay here?" Dawn asked when she and Buffy got downstairs.

Buffy nodded.

"Yes. The girls love her and she loves the girls. I don't want to separate them. Is that okay with you?"

Dawn nodded, smiling.

"Yes. I mean, I know what Faith did, but I also know she's changed. I'm actually starting to like her again."

Buffy smiled as well.

"Me too."

"Are you gonna let her be a mom or do you just want her to play the role?"

Buffy thought for a moment.

"I was thinking about letting her have the same rights as me, but it's just… I don't know, freaking me out."

"Because it's Faith?"

"Partially. I mean, you're taking care of the girls, but you always ask me if you can do something. If I let Faith have the same rights…"

"Oh."

"Yes."

"Have you thought about letting Faith adopt the girls?"

Buffy frowned.

"No." She thought for a moment. "I don't know. Maybe someday." She took a deep breath. "So, what's been going on here? Everything quiet?"

In the girls' room, Faith told the girls how they beat the bad men and the girls told her what they did and how they liked it there. When Faith tickled Joy, a tickle fest started.

"Ooh! Two against! That's not really fair," Faith mock complained.

"You're bigger!" Lily said.

"Uh-huh!" Joy agreed as she helped Lily fight Faith.

Faith resisted for a while and then let them get her on her back.

"Okay, you win! Uncle! Uncle!" she cried.

The girls cheered and then hugged Faith.

Faith hugged them back and kissed them each on the temple.

After Buffy was done with Dawn, she went upstairs to check up on Faith and the girls. When she heard them and Faith laughing, she got curious. She quietly approached the room and peeked in. When she saw Faith and the girls tickling, she found the sight of Faith laughing so openly strange, unusual, yet wonderful as well. She had never seen Faith so open before. On the other hand, the idea of letting someone else take care of her daughters had unsettled her, especially since that someone was Faith, but after seeing her play with the girls like that she knew beyond doubt that Faith loved her daughters as if they were her own. And, she realized, the new, grown-up Faith was a wonderful person, even though she still had plenty of walls. She remembered the wonderful couple of days she had spent with Faith, before shit had hit the fan. Faith had seemed so carefree then, like now, only now she was really happy. She realized she was looking forward to spending more time with Faith, and even though she didn't think she was gay, she didn't completely exclude a more intimate relationship with Faith. She smiled at the thought.

When Faith finally noticed Buffy's presence, she looked toward the door.

"B," she said, surprised.

Buffy jerked. She noticed that Faith's walls were up again. She smiled a little.

"Having fun?"

Faith blushed a little.

"We won!" Joy said, excited. "She tickled me and we tickled her back and we won!"

"I see," Buffy said. She looked at Faith. "Can I talk to you for a moment?"

"Eh, sure," Faith said, suddenly nervous. "Girls?" The girls let go of Faith, and Faith got up. "I'll be right back."

"Okay," Lily said.

Buffy and Faith went out of the room.

"Yeah?" Faith asked when they got out of the room.

Buffy stared at her for a few moments, noticing that Faith was nervous.

"Do you… How do you feel about the girls?" she then asked.

Faith blinked, startled. She frowned.

"I love them," she then admitted, blushing a little. She looked at the girls. "Like they were my own," she added quietly. She looked back at Buffy. "I'm not gonna hurt them, I promise."

"I know."

"And I'm not, you know, uh, trying to take over your, eh, role or something. I mean, you're their mom, I'm not."

Buffy smiled a little.

"They seem to think otherwise," Buffy said and nodded at the girls.

Faith looked at them.

"I know."

Buffy hesitated for a few moments, still not sure if she should be offering motherhood to Faith or not. On one hand, she knew Faith loved the girls and she knew the girls loved Faith, but on the other, she and Faith had a past full of pain and she didn't really know Faith all that well. But she wanted to get to know her and she didn't want to separate Faith and the girls.

"Do you want to be their mother?"

Faith looked at her, surprised.

"Huh?"

"Do you want to be their mother?" Buffy repeated.

Faith frowned.

"What do you mean?"

"Make decisions, like me."

"You mean like really be their mom? I mean, their second mom?"

"Yes."

Faith stared at Buffy for a few moments, surprised.

"Yes. But, eh, you sure you want me to be the other parent? I mean, considering our past. Not to mention that I'm not really mom material."

"You're doing just fine."

Faith glanced at the girls.

"I don't want to mess this up."

Buffy smiled a little.

"Me neither," she said. "Believe me, you know as much about kids as I do," she added when Faith looked at her.

"You think?" Faith said, skeptical.

"Yes." She hesitated for a moment. "So, do you want to?"

Faith stared at her for a couple of moments.

"Yes."

Buffy nodded.

"Okay."

Faith hesitated for a moment.

"Thanks."

Buffy smiled a little again.

"You're welcome." She hesitated for a moment. "I'd like to get to know you better, Faith. I know I didn't really make the effort last time, I want to fix that."

"Now?" Faith asked, nervous.

"When you're ready."

Faith breathed a sigh of relief.

"Okay," she said. She thought for a moment. "Um, are you going back to college?"

"Eh, yes."

Faith hesitated for a moment.

"I was thinking about going to college too."

Buffy smiled.

"Looks like the girls have a good influence on you."

Faith blushed a little.

"Yeah." She thought for a moment. "I'll get myself an afternoon job, so I can watch them when you have classes. I'll study for the GED in the morning. I'll get a fulltime job till college starts."

"I was thinking we could just rest for a week or so."

"I'm all for it, but the only things I own are the ones I'm wearing. I need to get some cash."

"We can talk to Giles, see if the new Council can offer us something."

Faith made a face.

"I don't want to work for the Council."

"This isn't the old Council."

"You think they're any different?"

"This time Giles is in charge and I trust Giles."

Faith sighed.

"Okay." She looked at the girls and smiled. "We'll talk to him later. First, there's a little matter of payback."

"Payback?" Buffy asked, confused.

Faith looked at her with a grin.

"They won the tickling contest," she said, nodding at the girls. "Now it's time for payback. Wanna help me out?"

Buffy smiled.

"Sure."

They entered the room.

"Okay, girls, you won before, but now I got help," Faith said and attacked Joy.

Buffy went after Lily.

The girls started squealing, delighted.

The End