Lover's Walk


Author: Greydon Creed <greydon_creed[at]>

Websites: and

Rating: NC-17, for descriptions of sexual activities by persons of legal consensual age.

Disclaimer: The BtVS characters belong to crackhead Joss (which would explain a lot of the decisions he made) and his affiliated companies. The story ideas belong to me.

Summary: You don't think all Xander and Willow did during the Fluke was just sneak kisses and play footsie, do you?

Note: This is an AU story set during my Stakeout story during the Season Three episode 'Lover's Walk'.

Note 2: My thanks to theBear! for his help in beta reading this chapter.

Chapter 1

Sunnydale High School

'I didn't think we could get any closer... boy is she proving me wrong!' Xander thought to himself. It was to be expected, since the closet they were in was dark, and the only way to know where everything was was to be pressed up against it.

He could feel her hands around his neck, pulling him down to her as she kissed him. Their kisses were never slow and romantic, they were always hungry and demanding, as though she was trying to get her fill and she didn't have enough time.

Explosively, Willow pulled away from him, breathing heavily even as her hands slid down his shoulders and down to his waist. Xander pressed his forehead against hers, feeling her breath against his face.

They didn't say much when they met like this. A look would be exchanged, someone's eyes would follow the other as they walked by. Willow would leave to get some book, Xander would follow behind her with some errand a few minutes later, and the next thing he knew she would be pulling him behind the stacks or into a closet before orally assaulting him.

Xander felt Willow move her face down to his neck, her nose and lips nuzzling against his throat. Her hands were moving too, as they slid from his down to his butt and squeezed. That was not new - for some reason Willow had a fascination with his butt. What was new was that she was grinding her hips into his.

Feeling a vibration against his throat, he thought for a moment that she was purring but he faintly made out words. After a moment she repeated herself and he was able to understand what she was saying. "Xander... please touch me." "Will... I am touching you," Xander replied in a low voice. And how... he could feel her breasts pressed up against his stomach and his hard-on was pressing into her belly. "I need more, Xand... please?"

Given their height difference, Xander really couldn't reach down further than her waist without bending them both into some uncomfortable position. So his hands started moving north, and when he didn't feel her stiffen or move away, felt her breast under his hand. The cotton t-shirt and bra could not hide the softness of her mound, or the hardness of the nipple poking though.

Rubbing slowly, Xander could feel Willow's breathing increase against his neck, even as she murmured something else. Just as he was going ask her to repeat herself, she pulled herself away from him. Xander's heart jumped, thinking to himself, 'Crap! I went too far!' "I need more than that, Xan." The words that he heard was not what caused his heart to go into overdrive. Hearing fabric rustle for a moment, Xander stiffened in shock as he felt Willow step back into his arms, completely topless. "Touch me, Xan, I need it so bad." Willow started to move against him, her hips against him while her bare breasts rubbed against his chest, his t-shirt the only barrier between them.

Almost as though they had a mind of their own, his hands move up to her breasts, cupping them and slowly moving his thumbs across her hard nipples. And they were hard, harder than when he had first felt them though her clothes.

"I don't know what you do to me Xander, I look at you and all I can feel is lust pounding through me." Willow's hands moved up to join his, squeezing her breasts with his hands. "I get all hot and achy and the only thing that stops it is you." Moving her mouth to his ear, Xander could not suppress a shudder as Willow whispered into his ear, "I get so horny I have to get myself off thinking about you."

Rolling her stiff nipples between his fingers, Xander could feeling them getting harder and larger, to where they were almost the size of pencil erasers. Struck by overwhelming desire, he gently pushed her against the wall before ducking his head down and taking a hardened peak into his mouth. "Oh, yes, oh yes, that feels good, Xan," Willow was mewling as he tasted her. There was no flavor like this as he suckled on her, the taste of salt and musk and a slight sweetness that he had come to associate with her. Switching over to the other breast, Xander could feel her jerk as he took her nipple between his teeth and began to gently nip on it with his teeth. "Xan... Xander... please..." Pulling away, Xander looked at her face, illuminated by the weak light coming from under the door, but the want was still there to see. "I'm so achy... down there... could you help me, please?"

'We can't do it in the janitor's closet,' Xander thought, knowing what she wanted. 'She deserves better for a first time...but that doesn't mean I can't take care of her...'

Nodding, he bent forward and kissed her, her tongue immediately sweeping into his mouth. His hand moved back to one of her breasts, but the other one moved to her hip, sliding down as far as he could before he started to inch her skirt up, to where he was able to reach under it. Moving his hand forward, he came in contact with the front of her panties.

Hearing her hiss, "Yes, yes, please," Xander moved his other hand under her skirt, and hooking his fingers in the waist band, drew them down and over her rump, leaving them puddled on the floor. Willow spread her legs and he was able to reach between them and feel the damp curls surrounding her cleft.

Slowly moving his fingertip into her, Xander swallowed the gasp that came from her lips as he kissed her. Carefully exploring, he found the hardened bud at the top of her neither lips. Leaving it for the time being, he heard a moan that became a gasp as he moved to her opening and slowly began to enter her.

Feeling that her barrier was still intact, Xander was careful as he stroked her, the wetness from inside of her increasing as well as the gasps that were coming from her mouth into his. Pulling away his mouth from hers, Xander lowered his face to her breast and began to suckle her again, hearing her heart pounding in her chest as well as her soft cries as his fingers moved from her wet opening to her hard bud, careful to spread her wetness on the sensitive nerves before rubbing her gently.

Hearing her cries getting more frequent, Xander was about to pull away when it hit him. 'Oh God, Willow! You smell so good!'

Willow's head was thrown back against the wall, her eyes closed, so she didn't see what he did. But she could feel it; one moment his warm mouth was sucking her breast while his big fingers were stroking her inside, and then the next moment one of her leg was up on his shoulder and his mouth was against her lower lips, his tongue rasping against her clit. The shock as well as the sensations where such that it was all she could do not to scream. But then he did that thing with his tongue down there and she was not able to fully contain the shriek that came out of her mouth.

Feeling the sensations suddenly stop, Willow looked down quickly at Xander, who was licking his lips with what only be described as pleasure on his face. Once he saw her looking down at him, he smiled as he said to her, "You have to keep quiet Will, or I'll have to stop."

Franticly nodding her head, Willow move her head back and shuddered as she felt his tongue enter her. Once his tongue began swirling again, she knew that she would not be able to contain herself, so she raised her hand up to her mouth and bit down on it to muffle her cries.

After a few minutes of exquisite torture she felt the sensations building up in her, but she could control herself a little better now. Reaching down, she took her breasts into her hands and pulled hard on her own nipples, intensifying the shockwaves bouncing around in her. Whimpers were escaping from her throat, but Xander was too busy to chastise her now.

Suddenly, a dam broke inside of her, and hot waves of pleasure crashed through her. A single choked scream escaped from her throat before she bit down on her hand again, almost to the point of drawing blood. But that was nothing compared to feeling Xander sucking her clit into his mouth, or his fingers stretching her almost to the breaking point.

As the shudders began to slow, Xander continued to lick at her, more now to clean the fluids that had leaked from the corners of his mouth than to give her pleasure. But as Willow looked down at Xander licking his lips again, the fire in her belly roared back to life. "Stand up, Xander " The growl that came from her was almost unintelligible, but he understood none the less. "You OK, Will?" Xander was starting to get a little worried about the look on his friend face, even as he pulled himself to his feet. "No, I'm not," Willow turned Xander around so his back was now against the wall. "There's something I have to do." Lowering herself to her knees, she grabbed his pants belt and pulled down hard, bringing his pants and boxer shorts down in one motion. Leaning forward, she took his hard-on fully into her mouth. "OH, FUCK!!!" Xander nearly shouted, feeling the heat and wetness envelope him, causing him to shudder as her tongue rasped against the head of his cock.

Breaking away, Willow gave Xander a innocent smile that nearly cause him to come from that alone. "You have to keep quiet or I'll have to stop," she said sweetly, repeating what he had told her before. Once she saw that he understood, Willow moved forward and took him in her mouth again.

For a while, Willow experimented on how much of his cock she could take, swallowing more and more until she was almost down to his pubic hair before the head was at the back of her throat. She tried to take even more, but her gag reflex kept that from happening. Instead, she began to move her head back and forth, feeling the head rubbing between the roof of her mouth and her tongue, feeling Xander shudder from the sensation. Meanwhile, her hand was down between her legs, massaging her clit as she tried to ease some of the ache.

Finally, Willow began to suck on him, her mouth covering the head of his cock as her tongue began to swirl and rub hard on him. Feeling his body begin to jerk and feeling the hardness between her lips begin to throb, Willow desperately rubbed herself, wanting to come with him.

The blast of her orgasm hit the moment her mouth was suddenly filled with hot salty fluid. Shuddering Willow sucked as hard as she could, that act the only thing that kept her from falling back and screaming, the image of the sweet computer geek on her knees sucking a guy off as she got herself off intensifying her pleasure.

She realized that Xander's cock had finally gone soft, and she slowly pulled back. Almost unconsciously she licked her lips, the flavor of him tingling on her tongue. Looking up at Xander, watching him looking down at her, she was hit by emotions almost as strong as the orgasm; guilt and shame. "Oh my god, oh my god, what did I just do!" Willow sprang to her feet and before Xander could even get his pants back up, she had yanked on her t-shirt and was looking for her bra and panties. "I look at you and you look at me and I get so hot and horny and the next thing I know we're having sex in the janitor's closet! ""If it makes you feel better, according to President Clinton we did not have sex." Xander's joke was ignored as Willow found her bra and panties. Rather than spend time trying to put them on under her clothes, she stuffed them into her book bag.

"All these hormones and lust take over, and I can't help myself, and you can't help yourself and we forget that he have boyfriends and girlfriends! " Xander winced at the mention of Oz and Cordy. "We have to do something, we can't keep doing this, this is going to mess everything up! ""Willow! Slow down! Breathe!" Xander took Willow's shoulders in his hands, trying to calm his frantic friend. "It's not like there is something we have to slay here or destroy. We can control ourselves, we're people, not animals. ""But I can't control myself, I see you and all I want is to do all sorts of bad things, and it like we're under that love spell, but it's not, because I already checked and there is no magic affecting us, so I can't do a counter spell to undo it..." Willow's voice trailed off, causing Xander to look at her strangely.

"That's it, I can do a delusting spell, that should do it, then we won't be doing this anymore, I think I saw a spell for this in one of Giles' books, it's in his locked up books, but I can get to it, I have to see what I need for the spell, I have to get going now!" With that, Willow pulled away from Xander, and quickly went through the door, the flash of light blinding him for a moment before the door closed and darkness fell in the closet again.

Leaning against the wall, Xander silently said to himself, 'That's good, right?' thinking that he should be feeling some relief that this highly stressful affair would soon be over. 'So, why don't I feel so good...?' as doubt begin to gnaw at him.

The End