Don’t Fade Away
by Amanda
Rating: PG-13

Disclaimer: The characters of BtVS are the property of Joss Whedon, Mutant Enemy, Sandollar Productions, Kuzui Enterprises, 20th Century Fox Television and the UPN Television Network. This is fan fiction, and is only for fun.
Disclaimer #2: The song “Don’t Fade Away” was written by Brendan Perry. Song was published by Beggars Banquet Music Ltd. / Momentum Music Ltd. Admin. By EMI Virgin Music, Inc. Track is on the dead can dance album, Toward the Within. Don’t sue, I’m a big fan.
Date: 081202
Spoilers: None, well not really. This is before Faith has her “accident” with Allan.
Note: I am often inspired by songs, but this is my first try at a song fic (read: super nervous). For some odd reason every single time I hear this song, I see our two Slayers in my head, doing, well this.
Note 2: [ ] = Lyrics, thoughts are in italics.
Feedback: Please…

[Don't fade away. My brown-eyed girl. Come walk with me]

It was supposed to be like any other night on the Hellmouth since Faith’s arrival. I would met her at the edge of town. We would walk, we would slay, we would banter.

But something was different tonight. I mean sure, she really hadn’t opened up to me. Not that I blamed her. I hadn’t been the nicest person to her when she first got to Sunnydale. At the time I felt I was somewhat justified, after all, I was THE Slayer, and then she shows up. A little older, a little stronger, and a whole lot sexier. She had the Scoobies eating out of her hands within an hour, leaving me to sit and fume, and pick her apart. As much as I tried to, oh and believe you me, I tried to, there was only so much picking that I could do. Faith was so guarded, so hidden behind those deep brown eyes. There were depths there, secrets that she was keeping locked. When I looked at her, catching her off guard, I could see the locks, twinkling in her eyes, but couldn’t see what they were hiding. And I wanted to. The more time I spent with her, the more I wanted to know what was hiding there, needed to know who she really was inside.

It hadn’t been like this with Kendra, mostly because Kendra was more Robo-Slayer than a girl. She was raised, taught her whole life that she was the Slayer and nothing more. Maybe because the time Kendra was here was so short too, but I sort of doubted it. See there was something about Faith, something that got under my skin, made her different. Something about her, something just bubbling beneath the surface. I dunno, maybe it was the mystery that surrounded her. It was almost like she just appeared in Sunnydale, with no past. She talked a lot, and put on the airs of being this person. But she never really talked, like about things. None of us knew much about her other than she was a Slayer, that she was from Boston, that her Watcher was dead. Oh, and let me not forget, that she saved a bus full of Baptist, nude. But what she wanted, who she was inside. Nope, all of that was hidden away.

We followed the cement path, through the open iron gates of the cemetery, both quiet, both just walking. She seemed different tonight. Less grunting, less crude jokes. In fact, we had been walking for half an hour now, and I hadn’t heard her lips utter the word “fuck” once. That must be some record for her. That or there must be something wrong. What was it? It was disquieting to see her like this, like a shell of herself. Sure the looks were there, the cloths and the makeup, but it seemed like she was absent. I looked over at her as we left the path and started to walk on the wet grass. There was a heaviness to the corners of her eyes, a slight slump in her shoulders. Was she sad? I never thought she could be sad. Faith was like the superhero, stereotypical fighter of all things icky and dark. She had humor and strength, and was made of ice. Maybe that was it. We all just looked at her, the appearance she provided, and never took a moment to look deeper, to see what she was hiding.

I set my hand on her arm, stopping her, and she looked at me with confusion, and something else in those brown eyes.

“Faith?” I asked.

[I'll fill your heart with joy]


“Um.” Okay, not the smartest move known to man; stopping someone in thought to mumble incoherently like a fool. Now what? “Say something Summers, say something, open your mouth and say something. It can’t be hard really, I mean, look at Willow, that girl could accidentally open in mouth and not stop talking until she was near passing out for lack of oxygen. If she can why can’t I?”

Faith smiled, laughing lightly.

“Oh, shit. I kinda said all that out loud didn’t I?”

“You sure did, B.” She grinned. “What is it? Why do you want to say something?”

“Well, you just seem, sort of off tonight.”

“Oh,” Faith shrugged. “Just thinking.”


“Hey, just because you want to be one with the sharing does not mean the same holds true for me okay? I know the score in this town B. Took me a while, but I get it now, okay? I fucking get it.” She snapped.

“Get what?” I asked, looking at her scowl, wondering what was it, what had I done wrong. A vamp jumped out from the trees, tackling her to the ground. And this year’s winner for the worst timing award goes to.

“You fucker- I think to ripped my top. This was my best top!” She rolled him over, straddling his waist, her fist raining down on his face.

[And we'll dance through our isolation]

It seemed to slow, time and space, and everything else, as I watched her brown hair moving with the force of the swings of her fists, slamming into him, blood bubbling up from his nose, his lips.

I moved closer, and fell to my knees beside her, staking him in the chest. She turned her head, glaring at me, like a feral animal. Like I was a lowly beast in the pack, and I had dared to touch what was hers. And what made me do it? I really did not know. There was just something that told me to end it, to stop the rage she was feeling.

Her mouth opened like she was going to say something, and then she shoved me to the ground, and I felt the air move as another vampire lunged over where I had been. I watched as Faith and this one rolled on the ground, before she sprung up to her feet.

He slowly followed, and they began exchanging kicks and punches. She fought languidly, moving her limbs in time to something, perhaps the beating of her own heart. Her eyes were dark and fierce and she was teaching him a lesson. Usually she insulted them, talked to them. There were even nights when she took a page from my Slaying book, and would joke with them, teasing them. But not this time, tonight she wasn’t saying a word.

I made the move to step in, to join the fight, knowing innately that she could more than handle this, but still wanting to help, to join her.

She saw me, and her voice cut through the air,

“You just do your thing, B, and me, I’ll do mine. We don’t need to be buddies, we don’t need to bond. I work better alone anyways.” Faith staked the vamp and he turned to dust around her, and she waved her hand through it, dispersing it quickly.

[Seeking solace in the wisdom we bestow. Turning thoughts to the here and ever after]

“Maybe I need you. Maybe we need each other.” I offered, stepping even closer to her, watching as she slipped her stake back into her jacket.

“Need me? Please. You could give a shit about me. You don’t ever ask about me, you never ask how my day went. Why is that B? Why do I not matter to you, not matter to any of you.” Her voice was pained, it sounded like I had never heard it before, unsure, vulnerable.

"Faith, I-"

“You know what? Forget I asked, none of it matters, nothing matters. I don’t matter.” Faith turned and ran off, through the headstones, and I just stood there staring after her. What had I done? God what had I done to her, to what could have been. There had been so much hope, drive in those eyes, and I had done it. All of us had, we had broken her, beaten her down, crushed her resolve and sucked out her strength, and there was no way I could make this better.

Yes there is.

No. No there isn’t. The only thing that could make this better would be to tell her the truth, and I wasn’t ready for that. Maybe she wasn’t ready for that either. Maybe it just wasn’t worth anything. Maybe this was how it was supposed to be, the animosity I felt for her in the beginning turning into something I could not name, I refused to name.


But it had felt so good to see her smile, to hear her laugh. Slaying with her, dancing with her, being with her felt so good, like it was meant. This was scaring me to the tips of my toes, as I stared off to where she had run, that I was feeling these things inside of me. It hurt to know I had made her run away, that I had pushed her to that. When I wanted the opposite. When I wanted nothing more than for her to stay beside me, never leaving me. Faith was pushing me away, and I was making her do it too.

[Consuming fears in our fiery halos]

But why? Why was she pushing me away? Sure I was not her best friend, but I didn’t want to be her friend. I froze as the realization hit me. I did not want to be her friend. I took off running after her.

She had gotten pretty far, near the edge of the brick wall at the north end of the cemetery.

“Faith, stop. You can’t just run away from this, from me.” I called out.

“I’m not running.” She said as she slowed to a stomp.

“Then why am I chasing you?” I asked, coming up beside her.

She sighed heavily, stopping and turning. “You tell me, B.”

“I don’t know why, I mean, okay I know why. It’s you. You are this strong, and smart, and, and-”

“Ah, just admit it B, I am too much woman for you to handle.”

[Say what you mean. Mean what you say]

“Maybe you are right. Maybe you are, maybe it scares me. But maybe I want to try.”

“You sure about that?” Faith gave me a look that melted my heart, her body looked like she was playing, but her eyes held a little of the truth. That there was some sliver of emotion there. What happened to make her so cold, so closed off from her emotions?

“Very.” I stepped forward, and watched as her eyes widened, before I could no longer see them, because mine were closed and our lips were pressed together. She kissed me back, roughly, her hands gripping my shoulders, her tongue was dancing in my mouth. I was feeling her kiss through all of me, tasting her. This was actually happening I was kissing her, I was kissing Faith, a girl. I liked it.

She pulled away.

“No.” She shook her head.

I looked at her in shock.

[I've heard that innocence, Has led us all astray]

“You don’t really want this, you don’t want me.”

“How do you know what I want, Faith? Couldn’t you tell? I want you!”

“What about all your buddies B? Your little band of misfit geeks, what would they think if they saw you here, kissing me?”

[But don't let them make you and break you. The world is filled with their broken empty dreams. Silence is their only virtue. Locked away inside their silent screams]

“Doesn’t matter what they say, what they think, F.” I said strongly, taking her hand in mind. “I know how you make me feel, how I can’t think about anything other than you. At first I didn’t know what it was about, what this was that I was feeling. But now I know. I need to be with you, Faith. And I really don’t care what anyone else thinks. Well, no I care what you think, what you want.”

“I want you.” She sighed, and pulled me into her arms again.

[But for now. Let us dance away]

Her lips were pulling on mine, her hands lost in my hair. I hungrily devoured her mouth, feeling her again. I never wanted to not be able to kiss her like this, feel her like this.


I was laying on her, my arm wrapped around her waist, my head resting on her shoulder. I was letting my fingers run through her hair. I never even imagined her hair could be this soft. Sure I had touched my own hair, and Willow’s hair, but it felt softer somehow. Maybe it was because it was hers, it was Faith.

[This starry night. Filled with the glow of fiery stars. And with the dawn. Our sun will rise. Bringing a symphony of bird cries]

I touched her cheek, and it was soft too. For hours we had lay here, and I wasn’t sure what she was thinking, if she was even thinking at all. I could feel her body was relaxed, calm. This was just amazing, feeling her. She was so different now, here with me. It was like she was opening up. I never wanted to leave this wet grass that we were laying on. Almost didn’t want the sun to come up, and force us to leave. Everything about this place seemed beautiful, and special now.

[Don't bring me down now. Let me stay here for awhile]

I held her a little tighter, thinking that I wanted to make her life like this, where she felt soft and safe. I was so happy, so content, laying here even though we had only kissed for, okay, well hours, so long that my lips were still swollen and tingled, even after an hour had passed. This was perfect, this felt wonderful.

“I could love you, for the rest of my life how ever short how ever long, I could love you.” I whispered softly to her, running my fingers through her hair.

“What’s stopping you?” Faith asked gently. I had thought she was asleep. I leaned up, looking at the soft grin on her lips.

[You know life's too short. Let me bathe here in your smile]

“Nothing.” I smiled, and kissed her forehead softly. “Nothing.”

[I'm transcending. The fall from the garden. Goodnight]

The End