This takes place right after the Sunnydale Hell Mouth collapsed and the Scoobies and Slayers made it out of California to a Cleaveland suburb. They're holed up in a skeezy Motel 6 out in an industrial area where Buffy and Faith are trying to keep everyone in shape, and Willow is tracking down new Slayers in the area.

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Buffy lay on the rough pillow case, her eyes fixed on the red LED of the clock next to her. 3:37. Now 3:38. She shifted her head on the pillow to accommodate her injuries from earlier in the day. She resisted sleep, though her eyes were heavy. It had been four days. Certainly not the longest she'd gone without sleep, but she could not remember being so weary.

Her Slayer strength was running out, and no amount of espressos or diet Cokes were going to protect her from sleep's embrace. Any moment now, she would blink no longer and pass from this world into her subconscious where her dreams would take her over.

She knew resisting was useless. Even if she stayed awake another day, she would have to sleep sometime. And the longer she went without, the longer she would need to sleep later. There was no solution that she could discern, no explanation she could fathom, that would explain even a pittance of what was happening to her.

3:40.

She was supposed to meet with Giles at eight. Buffy debated getting up and taking a run through the nearest park, but she wasn't sure if it was a good idea to take her already fatigued and slightly insane self out into a Hell Mouth town alone. Regardless of being a Slayer, half the battle was knowing when to fight, and she was in no shape to fight right now.

And she would never be in shape to fight anything ever again if she didn't get some sleep.

3:42.

Buffy rolled over and took a deep breath. The orange light of the street lamps in the parking lot glowed from behind the curtains. She was very alone. Next door, Willow and Kennedy slept. And on the other side of her, Xander and Andrew had finished their ridiculously extensive debate of Star Trek captains and were now silent. Along the way five other rooms, all with four girls each, slept soundly as well. Giles had probably crashed out around ten, not long after he'd returned with several of the girls from the twenty-four hour gym a few blocks down. Maybe Faith was still up, smoking and watching God knew what on TV.

3:46.

The only person she'd even consider discussing any of it with was not exactly available. Dawn had taken to avoiding her of late and was sleeping over two doors down with Shannon and some others. It wasn't really Dawn's fault. Buffy knew she'd been unbearable in private company, and noticeably distracted during trainings and planning sessions. It was only because Faith had noticed her behavior that she had made efforts to pick up Buffy's slack. It had not come without confrontation, though. Faith hadn't so much threatened to tell everyone that something was definitely up with Buffy, but she promised. Which, considering Faith, was a much more frightening prospect. But though the delivery had been fiery, Buffy knew Faith only had her best interest at hand.

3:47.

Buffy threw back the blankets and turned on the light. He robe was still laying at the foot of her bed, so she grabbed it and shrugged it on. She took her key card from the nightstand, tucked it in her pocket, then wiggled into a pair of Dawn's shoes.

Several doors down at the end of their block of rooms was Faith's door. The light was definitely still on and Buffy could hear the television. Faith laughed at something, a high, clear, ironic laugh, and canned laughter followed. Buffy raised her hand to knock but hesitated. Turning to Faith for advice had never been an option before. Buffy had naturally distanced herself from a girl so very different from her own self. Since she'd met her, Buffy had tried to understand Faith. But Faith had disappointed her at every turn with her aggression, her anger, her cold-blooded murdering of local government officials. Mostly it was the constant psychosis that put Buffy off.

Buffy lowered her hand and shoved her fists back into her pockets and stared at the ground. What was she even thinking coming to Faith?

The TV turned off suddenly and the door clicked unlocked and flew open. "You gonna knock, er stand out here in your skivvies til sun up?" Faith smirked, standing back to let Buffy enter.