Disclaimer: All about Joss

A/N: This is a revised version posted on 6/17/12. Really not a lot different, but grammar was corrected in (hopefully) the right way. There were a few things in the end where I simply tried to make the best guess. Thanks to Wispr, the story was formatted and posted the way in which I originally intended.

This began as a result of a Twilight Zone episode I saw many many moons ago. The title of the episode is "Nothing in the Dark" with a very young Robert Redford. I have used one line from the script verbatim (so please no suing all of you Rod Serling heirs. I'm too poor for you to receive anything of value). It was the line that stuck with me the most, and really is what served as the inspiration for this story: "What you feared would come like a thunderstorm, came like a whisper." This line is actually split up between the two chapters.

My main objective of this story was to confuse you into thinking one thing, when they are really different than they appear to be. If you read the story in its entirety, you'll see hints I placed along the way of what the true circumstances are.

There are faint hints of B/W/T at the end but I'm not sure if it warrants posted in the threesome category. You can actually take the ending as either B/W alongside W/T, or B/W/T. It really is up to the reader; but in whichever case you decide, Willow is one lucky duck.

Chapter 1 - What You Feared Would Come Like A Thunderstorm…

Willow appraised herself in her bedroom mirror, her new emerald green dress bought specifically for tonight's occasion.

Every year Willow was a nervous wreck, yet giddy with anticipation. Her hands shook as she nervously alternated between fumbling with her hair, smoothing her dress down, and fiddling with her jewelry. Willow bit her lip, twisting and turning, and no matter what she did she still wasn't satisfied. The doorbell rang and Willow panicked, realizing that time had run away from her. Every second counted; after all, this time only came once a year and she was always determined to never lose a moment of it.

Willow's taxing efforts to answer the door vexed the woman, cursing herself for not being able to walk any faster. The only comfort came from the knowledge that the visitor on the other side of the door would be patient, understanding Willow's failings.

She sucked in a deep breath in anticipation and opened the front door to reveal one person who would always hold her heart: Buffy Anne Summers.

A goofy lopsided grin spread across Willow's features, her watery eyes sparkling with joy.

"Hiya, Wills. Can I come in?" The beautiful blonde smirked, each one full well knowing the answer but enjoying the little game they played every year nonetheless.

Willow's now coy expression prompted the usual reply. "Hmmm. I don't know about that. I may have changed the invite clause. I'm a very in demand gal, you know."

The smirk stayed on the blonde's face only to be accompanied by an eyebrow quirking in apparent amusement. "Oh really?" She drawled. "I have competition, do I?"

Willow's cheeks flushed, relishing in their familiar banter. "Well there is a list of eligible women in line for my affections."

"A list, huh? I betcha I could take any of those women on that list without even breaking a sweat."

Willow waggled a finger in pretended admonishment. "There will be no violence, missy. Brute force will not endear yourself to me nor succeed in placing you at the top of the list." The Wiccan's head tilted upward in a gesture of pride. "A long list, I might add."

"Oh, violence wasn't on my agenda. I was thinking of a more subtle…" Buffy leaned forward every so slightly in a conspiratorial fashion, her voice dropping to a husky whisper, "…means of persuasion."

Willow's heart began to race and despite her normal collected demeanor, she found herself becoming sexually aroused. Mustering her best resolve face, she set forth the challenge. "There is only one proven method to gain access to the top of the list, Buffy Summers, and frankly, I don't think you're up to the task."

"Oh, I'm up to the task all right. I am sooo up to the task." The tiny blonde's finger flicked in a come hither gesture. "Why don't you step outside and I'll prove my point."

Willow's cool façade was a ruse now and just like always, Buffy was on the verge of winning their little game.

That of course didn't mean Willow wouldn't make her work for it.

Willow crossed the threshold, standing directly in the blonde's personal space and breathed, "Prove your point."

Buffy's smirk widened, mischief dancing in her eyes.

A strong yet gentle grasp encircled Willow's slim frame, flushing their bodies together causing an involuntary gasp from the Wiccan. The Slayer held Willow's gaze, her free hand skimming Willow's side. Passing the Wiccan's breast with the barest of touches, Buffy finally reached her final destination: Willow's heated cheek. The Slayer's touch was so soft Willow almost giggled at the tickling sensation from the tiny blonde's fingertips.

Her lips mere inches away, Buffy whispered seductively, "Be ready to put me at the top of your list, Wills." And their lips met; the kiss as sublime as always, reminding Willow of what was stolen from them so long ago.

What began as a soft, sweet kiss soon deepened in intensity and Willow's arms involuntarily slid up to enclose Buffy's figure, striving to draw the Slayer impossibly closer. After what seemed like a lifetime, the passionate kiss became languid and smooth, eventually slowing into a mutual release. Willow's eyes fluttered open only to be greeted by a very pleased-with-herself Slayer bouncing on her toes. "So, Wills. Did I make it to the top of the list?"

A shy grin flickered at the inquiry before transforming into something more serious. "You know you never left."

Buffy's thumb traced Willow's soft slightly swollen lips as all traces of mirth disappeared and the hazel eyes held only longing and love. "I've missed you, Willow," she whispered.

A misty-eyed Willow simply tugged the blonde into the fiercest embrace her fragile body was able to allow. Burying her face in the blonde's shoulder and golden hair, Willow mumbled, "I've missed you too, Buffy."

Buffy nuzzled Willow's hair, returning the hug with a gentle squeeze. "What do you say we go inside, hmmm?" Buffy nipped at Willow's neck. "Or is that de-invite clause still in effect?" Laughter rumbled throughout the Slayer's lithe body.

Willow released the embrace and wiped away any lingering tears, regaining her composure. Catching a glimpse of devilry glowing in Buffy's eyes, the impish Wiccan summoned enough strength to lightly smack the Slayer's butt. "Get your ass inside, Buffy."

The blonde's eyebrows shot up in surprise, rubbing her bum. Willow knew the act was more for show than actual pain. "Willow! Since when did you start using that kind of language? What would your mother say?"

"Buffy, I am more than old enough to say ass. As for Mom, you see her more often than I do, Bunny."

The blond pouted. "Yeah and after all this time she still can't get my name right."

"And I have no doubt she ever will." Willow snickered, tilting her head slightly towards the entranceway in a gesture of welcome. "Let's get inside, Buff. My own derrière is feeling nippy."

Buffy snaked her arm around Willow with one devious hand slowly massaging the Wiccan's bum. "I'm sure I can remedy that for ya, Wills."

Buffy's stroke set fire to the Wiccan's butt cheeks, the heat rising rapidly up Willow's body causing a deep blush. With as much dignity as the flustered Willow could muster, she declared, "You just did." Deliberately glancing down, she added, "Now remove your naughty hand."

The Slayer complied, but not before she squeezed Willow's tush and lazily relinquished her prize. The Wiccan's eyes shot up to the sight of a grinning unrepentant blonde.

"Vixen!" Willow sent Buffy a withering stare and set about shuffling in through the doorway.

Upon setting foot inside the foyer, Willow paused, and turned to offer her hand to her yearly lover.

Buffy's small frame ducked out of sight for a moment before reappearing with a bouquet of roses in a vase hiding her face.

Willow's forehead ruffled. "I didn't see those out there. Where were you hiding them?"

"Willow! I'm surprised at you!" The tiny blonde's head peeked around the rather large arrangement. "How can one show up at a gorgeous woman's house without flowers in her hand?"

"It didn't seem to cross your mind when you came over to my house in high school to get help in-" Willow's fingers counted off. "English, Chemistry, Math, History-"

"Okay, okay, Wills," Buffy conceded, stepping leisurely into the foyer. "Let's just say I needed help in a grand multitude of all academic type stuff." Buffy presented the roses to the taller Willow. "After all, I'm just a slayer." The blonde pouted, feigning humility. "You're the one with the giant brain."

"That's right, Slayer, and don't you forget it!" Willow set the vase on the side table, happily fiddling with the beautiful arrangement.

"How can I, Miss I-graduated-med-school-in-two-years-and-number-one-in-my-class?"

"Number two, Buffy," A distracted Willow corrected.

"Yeah, like that makes such a big difference," replied the sniggering blonde.

Willow finished her fussing with the plump roses and contented herself instead to fiddle with the blonde's soft leather jacket lapels. "Well, it could…" Willow muttered, not breaking her gaze from her fingers playing with the black coat.

Buffy stole the opportunity to snag a surprised Willow, clasping both hands behind the Wiccan in a loose embrace. "Well, I certainly couldn't tell from all the doctoring you did to me."

"Buffy!" Willow glowed a healthy shade of pink and swatted the Slayer's arm in jest.

"I'm just sayin'," Buffy teased as Willow extracted herself from the cuddle, standing directly in front of the Slayer resolutely.

"Take your coat off and hand it over," Willow ordered, extending her hand in expected compliance.

"Ooh, command witch. I like it." The Slayer leered and submissively removed the jacket.

Willow ignored the comment as she retrieved Buffy's coat, surveying her lover with a critical eye. "You know, with the black leather jacket and pants you insist on wearing, one would think you're a vampire."

"And would they be so wrong?" Buffy bared her teeth.

"Oh, please, they even aren't even that big. I have bigger fangs and you know it. My bite is much worse than yours. All you can do is suck."

"Really? That's not the word on the street. People see me at night and run right, left, and sideways to escape my evil, blood sucking ways. I could give Angel and Spike a run for their money, or in this case, blood." Buffy growled threateningly. "Come here and I'll prove it."

"Maybe later. If you're good, I'll let you bite me." Willow smirked. "For now, let's just enjoy the evening."

"All right, fine, you win." Buffy gestured in surrender with little remorse, earning a mock glare from Willow.

"And stop pouting!"

Willow shuffled to the hall closet surprised at how heavy the jacket seemed and what an effort it was to carry it.

Suddenly, two swift hands grasped the jacket relieving Willow of the burden. "Hey!" Despite the protest, she was secretly glad for the help. The Wiccan had begun to entertain thoughts of using a spell, and though she was loath to admit, the strain on her body was too great.

"I got it, Willow," the Slayer softly replied, hanging up the jacket with ease.

Willow frowned, disgruntled, and crossed her arms. "I can still do things. I'm not an invalid you know." Willow glared at the offending jacket and her mind drifted back to this morning; every morning.

Buffy smiled, and sweetly kissed the distressed woman. "I know. Just being Gentle Slayer for my Wills, that's all."

"Alright," Willow grudgingly allowed, still not happy with the situation, but relaxed her pose.

Buffy held out an arm in courtesy. "Come, my lady. Let us take in the wonderful sights of Willowland."

Secretly, Willow loved Buffy's act of chivalry, grateful for the Slayer's love and acceptance of her limitations. Willow however, was not so forgiving; and those who came to her aid routinely received the brunt of her frustrations.

The Wiccan muttered a "Grumble, grumble", but Willow gripped the Slayer's arm nonetheless.

Upon returning to the foyer, the mood seemed to turn serious and Willow's nervous anticipation returned.

Willow silently watched the Slayer's eyes settle on the romantic setting in the living room. Soft jazz playing in the background; a lick of flames from the fireplace cast shadows on the wall; pillows plumped on the hearth rug; the furnished coffee table sported a bottle of wine opened to breathe; two crystal wine glasses glistened; and a single candle glowed, its subtle fragrance wafting the air.

Willow had spent a majority of the day in preparation for tonight, being obsessive compulsive over every minor detail. Her roommate Melinda had done most of the work though while Willow had stood by driving the poor woman crazy with her constant nagging. Willow had been pleased with the end result, but the stereotypical scene left her feeling slightly ridiculous. She knew however that Buffy would appreciate it, and that was all that mattered.

And sure enough, the blonde's lips twitched in amusement. Willow noticed and cut her off at the pass. "I know, I know. Every year you thank god my art of seduction no longer includes Barry White. And every year I remind you that I was young, naïve, and trying to prove that Xander was nothing more than a miniscule footnote in the sordid past of Willow Rosenberg." Willow paused with a ghost of a smile. "Poor Oz. He was such a gentleman about it, too." The Wiccan shook her head, bemused. "I used to wonder why he put up with me and my spazziness."

Sighing, Buffy rested one palm on Willow's cheek, caressing it with her thumb. "Oh Willow. I for one, always find your art of seduction delightfully charming, which you should be fully be aware of by now." Buffy placed a sweet kiss on Willow's lips. "As for Oz, he loved all of you; from your fuzzy pink sweaters to your adorable babble to your brains that put the rest of us to shame. He also appreciated openly what should had never been questioned: shy, innocent, and sweet Willow Rosenberg was (and still is) sexy as hell." The Slayer's grin faded, her expression growing soft and solemn. "And is one of the best people you'll ever meet."

Willow ducked her head, blushing. "Buffy, I was in no way of the sexy."

"Oh c'mon, Will!" The Slayer's fingers slid down to gently lift Willow's chin to meet her gaze. "I happen to recall a very sexy redhead in a leather mini skirt and halter top during the Halloween Special of 1997, courtesy of Ethan Rayne."

"Well, that was only coz you made me do it!" Willow pouted.

"Yeah, and then somebody went and put on a sheet with the word 'Boo' scrawled on it!" Buffy scolded as her hand freed the Wiccan's chin.

"You're darn tootin'!" Willow nodded, as if to emphasize her point. "But in my defense, the costume…and I use that word loosely… " Willow glowered, "can only be described as a Faith's-non-evil-but-still-slutty-twin outfit…and it most definitely qualified in the spazz and shame category."

"Will…"

"Don't be giving me the Slayer 'shame on you' stare, either. The one, I might add, that is reserved for Xander and Spike alone. "

The Slayer snorted. "Willow, do not compare the look I just gave you to the one specially saved for those two." Buffy grinned, teasing. "It is the special guilt look reserved only for you."

Willow sighed, trying to shrug it off. "It's just residual Cordelia and Faith issues." The conversation was fast heading a direction left best alone. Willow only wanted the easy banter back, not to discuss unresolved issues. Which of course is what Buffy decided to do…

"Yeah but Queen C and Faith both came back, from what would be termed in Xander speak as 'the dark side of the force', to kick much in the way of demon ass. Well, I guess in Cordelia's case," Buffy smirked, "if you can count bitchiness, then she definitely qualified as a member of the Darth Vader sidekick club."

Willow scowled, greeting the quip in silence. Was it too much to ask that Buffy let this go?

"Now, Will…" Buffy cajoled, grasping the Wiccan's sides tugging her close. Damn it, Willow's resolve faltered. Grrr. Darn sexy slayers.

"Aren't those issues really referring to Xander?"

The arousal vanished and Willow found her body stiffening immediately.

Bullseye.

Too many years and the Slayer still knew her like a book.

"And you too!" Something broke deep inside and the accusation just burst out. The opportunity to voice long hidden resentments was too tempting. "What, you think no one noticed your fling with Faith?" Willow snorted sarcastically.

The Slayer abruptly drew back, releasing Willow who experienced a brief pang of guilt at the pain and anger in her lover's eyes. Willow felt irrational and knew she was being unfair, but at the moment Willow found she just didn't care. At that time in high school, Faith's hold on Buffy had seemed like the rejection of Xander all over again.

The initial surprise over, the Slayer's features hardened. "Willow. First off, there was no fling." The Wiccan's eyes widened in disbelief, and Buffy threw her arms in the air with a dramatic roll of her eyes. "Okay, if it bothers you this much, we did kiss one night."

The spark of triumph at the admission was short lived, not nearly as satisfying as Willow had believed it would be. Instead the affirmation only served to re-kindle the lingering resentments, and she was surprised to discover how much she really didn't want to know the truth.

"Faith wanted more but I didn't. I wasn't ready for anything. I was still dealing with my trauma and guilt over that 'one moment of true happiness'. And then Angel returns from the hell I sent him to…" The Slayer laughed derisively. "Not to mention my confused feelings regarding you."

Willow didn't know what to think. There was still a part of her that didn't, or couldn't, let it slide. Her muddled emotions certainly provided no help, so the infamous babble accompanied by a healthy dose of insecurity came out instead.

"So it was just the H&H thing-y? You really did want me over her? I mean…she was so sexual…sexy sexual…and you could slay vampires and demons together…and my pencil floating sucked so how could I slay demons too? Plus I wore sweaters with flowers- "

"Willow!" Buffy sighed in exasperation. "Despite my history of bad boy lusting (although in Faith's case I suppose that would be bad girl lusting), I really only wanted a sweet redhead who was the best friend anyone could ask for." The Slayer tugged Willow flush against her, soothing Willow in a tight and loving embrace. "Why do you think Faith wanted to hurt you so bad? She knew how I felt about you," Buffy breathed into Willow's ear. "I hope you realize I never meant to hurt you, Baby."

Willow sniffed and burrowed her head into the blonde's shoulder, muttering a muffled "Sorry" into the blonde's long locks.

"That was a very long time ago, Willow." Concern colored the Slayer's voice. "Where is this coming from?"

Buffy's grip eased and Willow reluctantly withdrew from her source of comfort, sucking in a deep breath. "I don't know. It's just…I mean…you're still so beautiful and…well… look at me…"

"Stop it right now, Willow. I love you no matter how you look. That includes now and forever." Buffy tucked at stray wisp of hair behind the Wiccan's ear and gently kissed her.

"As for still being in deep, deep smit, I would have to say with no false modesty that I made myself more than list worthy on your porch. " She smirked.

Just like that the insecurities vanished.

Her Slayer loved her.

Always.

Willow shook her head internally at her idiocy. Why was it so hard to believe? She was a doctor; beautiful, well respected. She knew this, she really did; consciously at least.

But inside still lurked a shy frequently tormented girl who had never felt worthy of the beautiful Slayer's love or friendship. Those old subconscious fears had resurfaced with their voices growing louder as time went by. As of late, they had become deafening.

But once again her slayer's love eased Willow's mind and heart. Her spirits renewed, she smiled.

And then she suddenly staggered, nearly collapsing out of the Slayer's comforting embrace.