Angel emerged from his bathroom, toweling his shower-wet hair dry. He blessed Faith with a patient, indulgent smile. “We’ve been over this, Faith. You listen to your hard rock, and I’ll listen to my eighties. It’s soothing. It’s nice to relax to after a long night of fighting demons.”

“’Specially yours, huh?” Faith asked as she sank down onto the bed. She picked up one of the black velvet pillows and hugged it to her chest.

In typical fashion, Angel ignored Faith’s attempts to probe his psyche. Instead, he rose his eyebrow at her and changed the subject. “I’d kind of like to change,” he said.

“Wouldn’t we all?” Faith shot back with a grin.

“I meant-,” he began, gesturing to the black silk robe wrapped tightly around his damp body.

Faith tossed the pillow aside and settled back on her elbows, giving Angel an appreciative once-over. “Go right ahead,” she purred, winking at him.

“Faith,” Angel protested, a hot flush creeping up his neck.

“I know, I know,” Faith grumbled, sliding off the bed. She pouted at him, her full lower lip jutting out appealingly. “My celibacy kick isn’t going to end tonight.” She brushed past Angel and sailed out the door. “Later, lover.”

Angel collapsed on his bed and groaned. He *really* had to do something about Faith. If he wasn’t careful, she was going to outrageously flirt her way past his defenses. Already there’d been several times he came dangerously close to ignoring his curse, and she’d only been living at the Hyperion for six months. He didn’t even like to think about that funny ache he got in his chest every time she talked about finding her own place, something she’d been doing a lot lately.

He pulled himself off his bed and quickly went to the closet to get dressed. Black pants, black silk shirt… Angel paused, his hand on the sleeve. Faith had been getting on his case lately about the lack of color in his wardrobe. Smiling slightly, he trailed his hand over a row of shirts until it came to rest on a royal blue one. Shrugging it on, he buttoned it quickly, his mind still on Faith.

It wasn’t just that she was beautiful, although she was. She was gorgeous. Absolutely breath-taking. And Angel’s non-pulse beat a little faster every time she swept in a doorway and he wasn’t expecting to look up and see her, but he did.

She was beautiful inside, too. And it was corny as hell to think that, but it was also the truth. He admired her much more than he ever had Buffy. Buffy had it much easier than she’d ever realized, and he’d always resented how she’d been so hard on Faith. Buffy had no clue what it was like to see life through Faith’s eyes, and she’d never tried. She’d only expected that Faith would want to see life through Buffy’s, since, of course, everyone loved Buffy and wanted to be like her or be friends with her.

Faith had tried so hard to get past what she’d done, to start over, make amends. She’d gone so far as to turn herself in to the police, voluntarily gone to prison. He’d seen it in her eyes every time he visited, and he’d seen it in her eyes every day since she’d been released and come to live with him. Her life was hell, and even though it was getting better, her mind would always torment her with the memories of the people she’d hurt or killed.

Angel could empathize with her, while Buffy had never even tried to sympathize. She’d only looked at Faith with disgust and viewed her descent into darkness as a personal failure. She’d even been able to turn another person’s misery into something all about her.

But he supposed it was really tasteless of him to think ill of the dead.

Angel was startled out of his thoughts as the Various Artists of the Eighties CD he was listening to skipped to the next track, one of his personal favorites. He stood at the window and looked out at the blackness of the L.A. night, that wasn’t actually black because of the endless sea of neon lights proclaiming bars and strip joints. He closed his eyes and leaned his forehead against the cool pane of glass, letting the words swirl in his mind.

Who ever said she did the smart thing?

“Hey, Angel,” she said softly. She stepped inside the room. “Thinking about B again?”

Angel looked up in surprise. “No. Actually, my mind was on someone else,” he confessed.

Faith winced, but she didn’t let it show. She’d always been safe with the knowledge that B was Angel’s one true love, and she’d never have to compete with anyone else besides Cordelia for his affections. B was dead, after all. Not like Angel would ever be able to be with her again. But if he had someone new…

She shook her head, not wanting to dwell on it. Instead, she focused on his shirt. “You wore blue,” she commented, changing the subject. As Angel shifted, Faith saw that he’d misbuttoned his shirt. She walked towards him slowly and began to unbutton it. “Here, let me…” She trailed off, unable to think straight enough to explain her actions.

Angel looked at her, his eyes wide. Then he looked down at her fingers, which were trembling as she slipped each button from its fastener. “What…” he started to ask, watching the sides of his shirt slide apart, revealing a muscled chest covered with a smattering of dark brown hair. He swallowed hard when Faith’s fingertips brushed against his taut skin.

“Your shirt was crooked,” Faith said breathlessly. God, she’d wanted to be this close to him for so long. How in the hell had she gotten this far? Why hadn’t Angel pushed her away, turned around, and buttoned up his own shirt?

He needed to stop this. Now. He needed to remove her fingers from his clothes and body, button up his shirt, withdraw into his own world, and ignore her. Ignore the powerful effect she was having on him. Ignore the fact that she was the first woman since Buffy to make him feel this way. Ignore the fact that right now, he didn’t give a damn if he lost his soul. Yeah, he *really* needed to ignore that one.

So why were his hands reaching up to cradle her face, why were his lips on hers, crushing them, twisting them beneath his tender assault? Why was his tongue swirling inside her mouth, dueling with hers, fighting for dominance? Why was he wrapping his arms around her and pulling her to him, drawing her up on her tiptoes to meet his demanding kisses?

And why the *hell* wasn’t he stopping himself from falling so fast in love with her?

She knew it was unhealthy to fall in love with the big brooding vamp, knowing that she would always be second best to B, but she couldn’t help it. He was the only one who’d ever cared, the only one who bothered to try and help her. B didn’t actually count, since all she’d done was try to remold Faith into a brunette replica of herself.

Faith knew she’d always been a little bit in love with Angel, but she’d never allowed herself to think about it, knowing that he was B’s man. Even when he wasn’t. But that time she’d spent with him, before she turned herself in, let her imagine that maybe she had a part of him B would never touch. And that was enough to sustain her through three years of prison.

And now that she was out… Well, the last six months had been a dream come true. Even though she knew that day by day, she was falling more deeply in love with someone who would never love her back. She didn’t even hold out hope. She just loved him, and found what happiness she could. It had been her way of life for twenty-three years. Why change now?

But something was telling her that maybe she had reason to hope. It could quite possibly be that bone-melting kiss he was bestowing on her, and the hands that were roaming over every inch of flesh he could access.

Maybe she was finally seeing the real him?

Yeah, like she was going to let *that* happen.

“What the hell do you think you’re doing?” she snapped as she grabbed on to his shoulder, whirling him around. “I *know* you are not walking away after kissing me senseless like that.”

“Faith,” Angel began uncomfortably. “I shouldn’t have done that. I’m sorry.”

Faith laughed. “You’re hopeless, Angel. Why apologize for doing something that feels good?”

Angel opened his mouth to protest, but Faith cut him off by sliding her arms around his waist and burying her face in his chest. Sighing unnecessarily, he wrapped his arms around his shoulders and held her close.

“This is going to be so hard,” Angel said softly. He kissed the top of Faith’s head. “But worth it, right?”

Faith smiled. “You know it,” she assured him. “I’ve never fallen in love, so I’m not going to let the one guy I fall in love with to walk away because it’s too hard,” she insisted quietly.

Angel blinked. “You love me?” he repeated in wonder.

Faith paused. “Maybe I shouldn’t have said that. But yeah, I do. You gonna do anything about it?” she challenged.

Angel smiled slowly before dipping his head to capture her lips with his once more. He kissed her deeply, his lips moving over hers with gentle insistence, before releasing her. “I’m not going to do a damned thing about it except say it back,” he teased. His eyes softened as he looked at her. “I love you, Faith. I have for a long time, but after the way things ended with Buffy, I was scared.”

Faith winced at the mention of his former love, but she found no ill will left in her towards the dead girl. After all, she was getting what the blonde had been denied. That made her the lucky one. “It’s okay, Angel. You know me, I’m not exactly the type to open up with my feelings and all that,” she reminded him. “But I have to stop running. From everything. Including emotions that used to wig me out,” she added with a laugh. “What about you? You going to run?” she asked hesitantly.

Angel tightened his arms around her and looked out at the black L.A. night, a night that no longer seemed as dark as it had before. “Only to you, Faith. Only to you.”