Summary: This is in response to a challenge based off the previous revelation that Buffy had been a lot like Cordelia before she was called to be the slayer. Tara and Buffy were classmates at Hemry before Buffy got expelled, and Buffy treated Tara like dirt. Now Tara and Buffy meet up at UC Sunnydale, and Buffy needs to figure out how to make it up to Tara. But as they work together, Tara finds that Buffy's not just becoming her friend as she starts to develop feelings for the slayer.

Timeline/Plot Alterations: Takes place in season five, making Tara, Buffy, Willow and Oz college sophomores. Dawn is really Buffy's sister, and she's not the key. That means no Glory. Joyce isn't sick…yet. Oz is still around with Willow. None of the Veruca stuff ever happened. Xander's with Anya. There was no Riley or Initiative. Spike never came back to Sunnydale after losing the Gem of Amara to Angel; therefore, he never got the chip put in his head. Giles still runs the Magic Box and Anya works there.

Disclaimer: The characters and locations of Buffy the Vampire Slayer are the property of Mutant Enemy Productions. No infringement intended. I do this for fun not profit. Some dialogue is borrowed from the beginning of the fifth season episode "The Body" for Christmas scenes. I have also quoted passages from the novels Pale Fire by Vladimir Nabokov and The Lovely Bones by Alice Sebold.

"Okay, so everybody has the project," Professor Garvin said after his TA completed passing out the assignment description to the students. "Pair up and I'll expect your completed assignments by next Tuesday. Then you'll do peer reviews on how the project went. Dismissed."

Buffy was wasting time reading the assignment while everybody else was pairing off. She was oblivious as the lecture hall started to clear. When she finished reading, she looked up to find the room was almost empty except for a few stragglers.

"Oh crap, I still need a buddy."

She was wishing Willow had opted to take this contemporary literature course with her. But Willow's schedule had already been packed with other courses. Buffy looked around and saw a blonde girl up in the corner who was just starting to gather her things. She put on her best introductory smile and approached the girl. They almost collided when the girl didn't notice Buffy. She was walking with her head down and seemed very shy. Buffy was up for that. Willow was quite the wallflower when they had first met. And look at her now, Buffy thought.

"Uh, hey, looks like we're the only ones left without project partners," she said. "If you want, we could pair up. I'm Buffy Summers."

"Great," the girl said. Buffy noticed the tone in the girl's voice was more sarcastic than enthusiastic. The girl sighed and rolled her eyes. "You know, I-I'll just do the project, put both our names on it and we-we can both lie on our peer reviews next week. It'll save us both a l-lot of trouble."

"Um, okaaay," Buffy said as the girl pushed past her. She was a little confused about that reaction and definitely wanted to find out what was going on. She followed her out the door into the hall. "Or we could work on it together and both put our own work into it."

"R-right. Your own work," the girl said. Her tone was moving into pure bitter territory.

"Obviously, we haven't got off to a great start here," Buffy said in confusion. The girl stopped walking and glared at her. "Did I run over your puppy in a previous life or something? I don't even know you."

"You d-don't remember," the girl said, not surprised in the least.

"Remember what? I don't even know your name."

"Tara Maclay," the girl replied. She waited for a reaction and watched as Buffy's eyes widened and the recognition light bulb came on.

"Oh geez," Buffy said, her surprise changed to guilt. "You went to Hemry. God, I should've remembered with the stutter."

Tara rolled her eyes and turned, trying to retreat from this unwanted situation. Buffy hurried after her and stepped in her path again.

"I'm sorry. I'm really sorry. I shouldn't have said that," Buffy said apologetically. "Sometimes my mouth moves faster than my brain. You remember that, right?"

"Right," Tara scoffed, not comforted by Buffy's attempt at levity. "I-I remember you making fun of me every chance you-you got. You and your sh-sheep."

"Okay, yeah, I was a bitch to you. I freely admit that," Buffy said. She remembered what she was like at Hemry, what she called her Cordelia Era. She was prom queen incarnate and a pure nightmare for anyone who didn't have an in with the popular crowd. Tara was one of those kind of people. "But I have really, really changed since I left Hemry. I mean, really. I don't think I can say really enough."

"You've changed?" Tara asked skeptically. She remembered all too well how Buffy treated her in high school. She had been ready to throw a party when she found out Buffy was expelled. Of course, she didn't have any friends to invite to that party.

"Yeah, seriously, and you know, I think this project is a good way for me to make it up to you. I feel really bad about how I treated you," Buffy said.

"I don't w-w-want your pity," Tara said sharply.

"Okay, no pity. Sure. Pity's bad," Buffy said, frantically trying to think how she could get on Tara's good graces. "But let's just try this project together. I really am a totally different person now. I do my own homework and everything." Tara smirked slightly, and Buffy noticed that Tara genuinely seemed amused by that comment. "Well, that's a start. So can we start over here? Clean slate?"

Tara looked reluctant. Buffy tried to think of something else she could say to convince her. She was digging through her memory for anything about Tara that might help her. Something personal to try and get on her good side. She thought of all the things she used to tease Tara about. Her clothes, her stutter, her shyness. Then it hit her.

"Witchcraft," Buffy blurted out. Tara looked confused.

"What?"

"We used to tease you. We called you a witch because of the way you dressed," Buffy said.

"Yeah, w-what's your point?" Tara said, not fond of the memories Buffy was digging up.

"Sorry, I'm getting there. Are you really into witchcraft?" Buffy asked. Tara was too stunned to answer. "Because if you are, I know a guy. He runs a magic shop here in town. A real magic shop, not one of those hokey shops that deals in love spells and henna tattoos. If you're interested, we could work on our project there. I could introduce you to him. So are you really a witch?"

Tara was hesitant. She wasn't thrilled with revealing such personal information to someone she had hated as long as she had known her.

"I also have a friend who's a witch," Buffy said. "You could meet her, too. She helps out at the shop sometimes. I bet she'll be there." Tara was still hesitant. Buffy tried even harder. "Okay, so what do I have to do? Do I have to buy you presents? Because I will. Do you like chocolate? Or coffee? I can do bribery. I'm all over it."

Tara couldn't stop from chuckling. Buffy certainly was trying her hardest. So she gave in.

"Okay, we can w-w-work at the shop," Tara said with a smile. Buffy smiled, happy with her success.

"Well, I got a full smile," Buffy said. She turned, and the two of them began walking. "I'd say we're getting somewhere."

When they arrived at the shop, Tara was pleased to find that Buffy had described it accurately. It wasn't hokey at all. It was the real deal, and as far as she could tell, the owner knew his stuff. Buffy introduced Tara to him, and the young witch was slightly surprised by his British accent.

"Tara Maclay, this is Rupert Giles," Buffy introduced. "We all just call him Giles."

"How do you do," Giles said with a nod and smile. Tara smiled shyly back.

"Nice to meet you, M-Mr. Giles," she said timidly.

"Mister?" Giles said in surprise. He shot a pointed glare at Buffy. "Well, that's a refreshing change of pace. Perhaps you could learn a little respect from her, Buffy."

Buffy just rolled her eyes and led Tara over to the large table where they would do their work.

"Tara's a witch. Or do you prefer Wicca? I know Willow prefers Wicca," Buffy said, not wanting to offend Tara. She had worked so hard to get her to agree to do the project with her, she was afraid to spoil it.

"Um, either is f-fine," Tara said. Giles became curious.

"How experienced are you?" he asked.

"W-well, I've practiced my whole life, or ever since I w-w-was little, I mean," she offered. "I-I don't really do much anymore."

"Why not?" Buffy asked, wanting to learn more about this girl she remembered tormenting in high school.

"I don't know many other w-w-w-witches," Tara said.

"Yes, witchcraft—well, white magick rather—is a very communal practice, Buffy," Giles explained. Buffy recognized lecture mode, but she was very used to it by now. "That's why there are entire covens with anywhere from two to forty witches. Solitary practitioners tend to lose focus and they begin to stray into the dark magicks. It can be dangerous to practice alone."

"Well, how come you don't tell Willow that?" Buffy asked innocently. Giles scowled and removed his glasses.

"I have told Willow that numerous times. She chooses not to listen," he said. "Something I'm afraid she may have picked up from you."

"I listen," Buffy said defensively. "I listen all the time."

"Right," Giles said dismissively.

"So, W-Willow is the friend you were talking about before?" Tara asked. She was definitely interested in meeting another witch. Her shy nature tended to get in the way of her meeting other witches, or anybody, for that matter.

"Yeah, she's the one," Buffy said. "Has Will been in yet today, Giles?"

"Not yet," he said. "Actually, it's Tuesday. She generally doesn't come in on Tuesdays."

"Oh yeah, she's got chemistry lab on Tuesdays. Takes up all her time," Buffy said. She looked apologetically to Tara. "Sorry. I really wanted to introduce you two. Will's always wanting to meet other witches. I think you two would hit it off. She was a lot like you in high school, except she was a computer nerd instead of a literature nerd." Tara scowled at Buffy, and the slayer looked up to see that Giles was offering the same scowl. "God, I'm sorry. Ask Giles, I have chronic foot in mouth disease. I didn't mean to…well, I'm just going to change the topic to our project."

"You mean our project on contemporary literature?" Tara asked pointedly.

"Wow, I really suck at making up for being a bitch," Buffy muttered. The bell over the shop door clanged and Buffy looked over, hoping it would be Willow making a surprise Tuesday visit to the shop. The person she saw was almost as good as Willow.

"Xander, hey!" she said happily. She stood, went over to Xander and hugged him. "I'm so glad to see you. You know I love you, right?"

Xander looked at Buffy confused. Then he looked worried. "Is somebody dying? Am I dying? What's going on?"

"Nobody's dying," Giles said dryly. "Buffy just insulted her new friend and is trying to awkwardly get out of the hole she's dug herself into."

Tara smiled. She knew there was a reason she liked Giles already. She could definitely get used to being around him.

"New friend?" Xander asked, now curious. Tara looked up at him shyly. He smiled broadly, trying to play it cool. It was his "there's a new, pretty girl" smile. "Hi, I'm Xander. If Buffy has told you anything about me, the good stuff is true and the rest is all lies."

"I'm T-Tara," she introduced herself. Xander nodded and sat next to her at the table. Buffy returned to her seat, glad that there was a distraction to get Tara to forget the unintended insult.

"So, Tara tell me all about yourself, starting with favorite restaurants and what you look for in a guy," Xander said. Buffy shot a look at him.

"Xander, you're dating Anya!" she said. He pointed at her and spoke in his defense.

"Having a girlfriend does not mean I can't flirt," he said. He looked back to Tara and noticed she was blushing. "You and Buffy go to UC Sunnydale together? You do the whole matriculating thing?"

"Yeah, Buffy and I are w-working on a project together," Tara said.

"Well, good. That means we'll see more of you then, right?" he asked. Tara smiled and nodded her head. Xander stood and turned to the counter where Giles was looking through some receipts. "I'm actually just here to pick up Anya's paycheck."

"Why didn't she come herself?" Giles asked. Xander shrugged his shoulders.

"The line's really long at the bank. She figured by the time I got back with her check, she'd be up to the counter," he explained. Giles opened the register and handed over Anya's paycheck.

"Tell Anya if she wants her precious money so badly, she needs to start picking up her own checks," Giles said. Xander nodded his head and turned toward the door.

"Okay, I'm off to make Anya happy. With the check, not…" Xander trailed off, feeling slightly awkward having slipped up like that around Tara. "Bye ladies…and Giles."

Once Xander was gone, Tara turned to Buffy.

"Okay, w-we need to get started on this," she said. "How far h-have you read?"

"Um, well, I've read most of it, or some of it," Buffy said. Tara just looked at her, waiting for a clear and honest answer. "Okay, I read the poem."

"I guess that's more th-than I expected," Tara said. Buffy shot her a pointed look and Tara smiled innocently.

"It's a long poem," Buffy said defensively. "A 36-page poem."

"What are you reading?" Giles asked. The former librarian in him always came to life when books were the topic of discussion.

"Pale Fire by Vlad…Vlad…Vladimmer Nabo…" Buffy said as she looked at the book, struggling with the foreign author's name.

"Vladimir Nabokov," Tara said, pronouncing it perfectly without even her typical stutter slipping through.

"Ah, yes, Nabokov," Giles said. "I haven't read that particular book, but Lolita was not really to my tastes."

"Pale Fire's better. It has such an-an interesting style. It's so unique," Tara said. Buffy felt left out so she started reading the first page. Then she looked up after reading a few lines.

"I thought this was a novel," she said in confusion. Tara nodded her head. "It's looking like a review of that poem."

"It's a novel," Tara said. She pointed further down the page. "Keep reading."

Buffy did as Tara said and then scowled. She quoted the book. "'There is a very loud amusement park right in front of my present lodgings.' What the hell does that have to do with anything?"

"You'll figure it out w-w-when you read more," Tara replied. "That's what I w-was talking about, with the style. Nabokov wrote the book in the style of a literary critique. The main character, Ch-Charles Kinbote, is critiquing this poem, b-but the more you read, the more you realize that Kinbote's, um, not quite right in the head."

"Sounds interesting," Giles said. Buffy pouted.

"Sounds confusing," she said. She sighed. "Well, I guess I've got some reading to do before we start on this project. Sorry. I'm Miss Not Prepared."

"That's okay," Tara said. Buffy noticed that Tara had lightened up considerably since they had arrived at the shop. "I-I can work on some outlines tonight, kind of, um, get things going."

"Okay, well, I'll give you a call and we can figure out when to meet again to work on this," Buffy said as they packed up their things. "You're in the campus directory?"

"Yeah, I-I am," she replied. She smiled at Giles before she left. "Goodbye, Mr. Giles."

"Goodbye, Tara. Pleasure meeting you." Once Tara was gone, Giles went about his business in the shop while talking with Buffy. "She's a pleasant girl. You went to high school with her? I don't remember ever seeing her."

"No, she didn't go to Sunnydale High," Buffy replied. "We went to Hemry together before I got kicked out."

"Oh, you two were friends then?"

"Not so much," Buffy replied. Giles looked confused. "I'm sure she had plenty words for what I was to her. One starts with b and ends with itch. She was Willow. I was Cordelia."

"Good lord, and she agreed to work with you?" Giles asked, remembering how Cordelia had treated Willow.

"It took a lot of arm twisting and promises that I had changed," Buffy said. Giles looked concerned and Buffy realized why. "Not literal arm twisting. But anyway, we were the last two in the class who hadn't paired off for this project. We got stuck together."

"I suppose it's fate's way of allowing you to redeem yourself," Giles suggested.

"Maybe. I mean, I'm glad that I'm getting this chance. I do feel bad about the way I treated her," Buffy said sincerely. "I kinda wish I could apologize to everybody I tormented at Hemry. Although, that would take a while."

"Long list?" Giles asked.

"Entire student body, excluding the cheerleaders and football players," Buffy replied. Giles raised an eyebrow at her. "Yes, that was me. Just call me Cordelia's twin."

Giles chuckled and went back to his work around the shop. Buffy began reading the book, hoping she would understand it enough to make valuable contributions to the project. The last thing she wanted to do was make Tara feel like she was using her for a good grade.