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The waves engulfed Faith and she felt Willow try to take a breath before realizing they were in water. Faith fought her way up to the surface, Willow weighing her down. Slowly, Faith paddled to shore, Willow slung over her shoulder. When they reached the shore, Faith dragged Willow onto the sand and started shaking her. "Cmom Red, you gotta wake up." She coughed. "C'mon." Nothing. Faith knelt and put her by Willow's chest. She hasn't breathing.

Faith opened Willow's mouth and pressed her started to perform mouth to mouth CPR. "Come on Red! Be strong! Come back!" Faith grunted as she pushed against Willow's chest before breathing for her again. She sat up, a single tear rolling down her face. She had lost her. Willow and Faith had never been friends but Faith believed they could be. They had more in common then she had known and plus, she thought Willow was kind of cute. "Willow.." She murmured, bowing her head and turning her eyes to the ground. Suddenly, she heard a sharp intake of breath and then coughing and choking. Faith's head snapped up to see Willow bent over, coughing up water. Faith felt a grin spread across her face. "You scared the hell out of me Red!"

Willow didn't answer for a moment, wheezing. "W-What happened?" She gasped.

"What do you remember?" Faith asked.

"W-We were t-talking about Tara." Willow shivered.

"And then you almost killed both of us." Faith said.

Willow frowned and shook her head, trying to remember. She shivered again, her teeth chattering loudly. "Let's get you warm. I think if we walk up the hill a little there's a motel. We can stay there. I'll call B. The police are going to be looking for me even more now that they think I killed you." Faith said and stood. Willow started to try to get to her feet but Faith shook her head. "No, don't walk. I'll carry you."

"No, Faith-" Willow started.

"Red, you are literally skin and bones and I'm a Slayer. I think I can manage." Faith gently lifted Willow and started walking. Before long, Willow was unconscious but Faith was comforted by the sound of her breathing. They finally reached a tiny little motel. Faith kicked down the door of a room that luckily did not have anyone in it and set Willow on the bed, beneath the blankets. She flung open the closet doors and grabbed the extra sheets and blankets and carefully laid them on top of the witch who was trembling like a leaf.

Faith grabbed the phone of the nightstand and dialed the Summers' number. "Hey. B."

"Faith?" The other Slayer's voice came through the phone, "What do you want? I thought you were in jail."

"Broke out. Listen, I need you to come to this address." Faith listed the motel address slowly.

"Why would I help you?" Buffy sounded indignant.

"You're not helping me. You're helping Red." Faith said and she heard Buffy take a sharp breath inwards when she heard her friends name.

"Willow? Why are you with Willow?"

"She went to help Angel. To restore his soul. Long story short, she needs medical attention and I can't take her to a hospital because the police are on my trail. They think I kidnapped her or something."

"I'm on my way. " The line clicked and Buffy was gone.

Faith went back over to the trembling witch. Willow was still unconscious but she was twitching and her eyes were rolling around under her eyelids. "Red. Shh.. It's okay." Faith put an uncharacteristically gentle hand on Willow's hand. "Willow. It's alright." Her hand was ice cold and she shivered tremendously. "C'mon Red be strong." She murmured. "Buffy will be here soon."

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