Making Change

Author: drmillson <drmillson[at]>

Series: The reeducation of Buffy Summers (Part 2)

Rating: NC-17

Disclaimer: these characters are owned by a whole lot of people who are not me...i own my imagination, though...

Archiving: ask, and you may well receive... :)

Pairings: B/F/X, 'Cause the only man worthy of slayer loving is Xander :)

Summary: Faith and Xander "have it out" with Buffy

Spoilers: up through 'storyteller'...that's everything i've seen so far...i'm not telling any secrets here...if you didn't know faith was coming back, go back to your cave ;)

Distribution: you want it?...then ask...however, attractive women may be substituted for a formal request ;)

Feedback: definitely...should i even have to say so?...good, bad, indifferent...i want it all...the only bad feedback is no feedback

Author's Note: in the previous fic, i tried to keep the characters true to my interpretation of them from watching the season 7 buffy and season 4 angel stuff...i tried to not veer from i no longer care...what happens in this fic is my own very wishful'll never see this on btvs...we're not in kansas anymore, kiddies, so please don't get miffed that i'm off from the show... :)

Thank You's: to Merlin and John (Greywizard) for the much appreciated beta help and advice, you guys really came to my aid in my time of need :) ...any mistakes belong to me, and me alone...
to Miss Ellie, for the great chats and being the first to want to archive my fics

to read the previous story, 'making sense', please visit:

Dedication: to faithful chickie, for the chats, the laughs, the encouragement, the teasing, the sharing, and so much else i'd need more words than are in this fic to really do you justice...thank you :)

Willow looked up from the kitchen counter when she heard the front door slam very loudly, her body tensing at the sound. For a moment, she remembered the loudness and swiftness of the attack by the Bringers, and worried that some other horrible thing had just invaded the house once again.

The redhead relaxed visibly when she saw Buffy enter the kitchen. *No monsters. Good thing. Very good thing,* she thought.

"Is everything ok, Buffy?" she asked, noticing the anger that seemed to shimmer over the blond Slayer. "You seem a little...uhh...mad about something." She looked at her friend meekly, clearly dreading the coming storm that was an angry Buffy Summers.

"No, Will, nothing is ok," the small blond girl said, her tone changing from anger to one of sadness. "Everything gets so fucked up, no matter what I do."

Willow didn't know what to make of the sudden change in the other girl's emotions. Buffy seemed to be hurting, though, and the witch did know what to do about that. She moved quietly to her friend, and pulled her tightly to her. Buffy accepted the hug from her best friend, seeming to melt into it. *Even a Slayer needs comfort sometimes,* Willow thought, giving the girl a squeeze of reassurance.

"What happened, Buffy?" the redhead asked softly. "Where are Faith and Xander?"

"When I left them," the Slayer said, "they were naked in Xander's bed."

*Oh, my...* Willow thought, catching the slight hint of defeat in Buffy's voice.

"Buff..." the witch started to say, but Buffy pushed out of her embrace and started walking toward the basement door. She opened it and walked into the darkness, silently descending the stairs.

Willow moved to the doorway. She was unable to see or hear anything. Clearly, whatever Buffy had seen, and Willow had a pretty good idea what that had been, had disturbed the blond deeply. *Please, Buffy, don't do what I think you're about to do,* she thought, saddened at the thought of what her friend might be about to do with the thing that tried to...

"Bloody hell!" Spike emerged from the stairwell, causing the redhead to jump back to avoid a collision. "I bet if I drained you all, I could get a decent day's sleep around here for a change."

Willow watched as the bleached blond vampire stalked sulkily out of the kitchen. She turned back toward the basement entrance. After a few minutes with no sign of Buffy, her friend closed the door gently and walked back the counter.


"Still no change?"

Willow jumped in her chair, a small peep of surprise escaping her throat. Spike shot her an amused smirk when she turned to scowl at him.

"And where's the other one at, anyway?" he continued, "Still out walking her new dog?" The vampire chuckled at his own joke, stopping when the witch's scowl turned into a much colder glare. "Christ, no one in this whole house has a sodding sense of humor! I'm going out. Don't wait up."

Willow continued glaring at Spike's back as he left the kitchen. When she heard the front door close, she turned her attention back to the basement door. There hadn't been any sign of Buffy for nearly two hours, not since she'd walked down the stairs and proceeded to evict a very much asleep Spike from his bed.

*Could've been worse,* she thought with a sigh, *she could as easily have joined him in that bed.!...ewwwwwww! Bad! Bad visuals! Must not think that!*

"Where's Buffy?"

"Gaahhh!!!" Willow screamed and jumped out of her chair. She moved to the counter to steady herself. Looking behind where she had been sitting, she saw Xander and Faith standing there in the kitchen doorway, their faces each holding very serious and intent looks. Willow also noticed a light pinkish flush to each of them, and remembered having seen her own skin look the same many times after she had had really mind-blowing sex.

"Will, where is Buffy?" the brunet repeated. "We need to talk."

"I think the two of you have done enough "talking" to Buffy already," the redhead snapped, jumping to the blonde's defense. "Damn it, Xander, what were you thinking? Or, were you even thinking at all? How could you do this to Buffy? You know how much stress she's..."

"Hold on there, Red," Faith interrupted, walking up to the other girl and getting right in her face. "I don't know what B told you, but she's not Little Miss Innocent here. She had no fucking right to come barging in on us."

"Faith," Xander said gently, taking the girl by the shoulders pulling her away from his oldest friend. When the dark Slayer shot him an unhappy glare, he gave her a goofy smile that quickly wore her rapidly igniting anger down. Satisfied that whatever had been about to happen was no longer going to, he turned back toward Willow. "Will," he said, using the same gentle voice, "Buffy needs to understand some things, and it's well past the time someone explained them to her."

Willow looked at the floor in defeat. She'd hoped to at least delay this confrontation until Buffy wasn't quite so wigged. In her heart, though, she knew Xander was right. Buffy did need to know that not everything in their lives was her business, even with the mother of all evil breathing down their necks.

"She's in the basement, Xan." The words came out almost as a sigh. Willow never looked up as he moved past her. She heard the door open and close. Her eyes closed, and she hoped that her friends would still be friends after this.

Faith walked back to where Willow stood. She reached her hand out toward the older girl's chin, lifting it gently. When Willow opened her eyes, she found Faith smiling at her softly.

"You'd better keep the kiddies upstairs tonight, Red," the dark Slayer told her. "This ain't gonna be pretty."

Willow nodded and left the kitchen. Faith moved toward the door Xander had gone through shortly before. She stood there for several minutes, her mind running over everything that had happened to her since she got back into Sunnydale, before she opened the door at last and entered.


Xander closed the door to the basement behind him. Faith hadn't moved to follow him, and he hadn't asked her to. If she wanted to join him, she was more than welcome, as far as he was concerned. In a way, Buffy had violated both of them, and Faith had every right to give the petite blond a piece of her mind just as Xander planned to do.

He was surprised to find himself in complete darkness, once the door was closed. That meant Buffy had been sitting down there in the dark for who knows how long. The brunette had run into Spike as the vampire had been leaving for the night, so he knew the older Slayer had been in a really bad mood when she came in here.

*Men have died for less than what I'm about to do,* he thought half-jokingly, as much to ease his own tension as anything. His fingers found the light switch and flicked it on. He descended the stairs cautiously, his earlier anger at Buffy tinged with concern for the girl he had known for so long and their friendship. This confrontation would be the biggest they had ever had, and Xander had no idea if they'd still be friends in the morning. He hoped they would be, but Buffy had to know there were limits to what she was allowed to interfere with in his life, and how. Bursting in on he and Faith while the two both very naked and very intimate was a line the other girl had no right to cross.

Buffy lay on the cot against the wall. Her eyes were open, and Xander could tell she'd been crying a lot. All of his anger and resolve melted away when the brunet saw the frailty of the blond girl as she lay there and the despair written over her features. She looked lost, and his instinct to protect her took over, pushing out of his mind completely his intentions of having it out with the girl.

Xander moved to the cot. He pulled the older Slayer up into a sitting position, and sat down next to her. He wrapped his arms around her, trying to let her know she wasn't alone.

Buffy looked up into his face. It was the first time she'd even acknowledged his presence. The young man tightened his grip lightly to reassure her, and gave her a small smile.

"Xander," she whispered, her voice hoarse, "I'm so sor-"

"Don't, Buff," he said. "Not now. It can wait."

The small blond girl seemed to accept his words for a moment, and the meaning behind them. She cast her eyes down, to the basement floor, letting herself feel the warmth of the man's arms around her and the slow heaving of his chest as he took each breath. Buffy couldn't recall the last time she had felt so safe in someone's embrace, or as loved. With Riley perhaps, early in their relationship, before each knew the other's secret. Even with Riley, however, she'd always kept her guard up, keeping some things away from him.

She looked back into up into Xander's eyes, seeing so many emotions playing out all at once; his love, his friendship, his deep concern for her, all there for Buffy to see. The honesty and intensity of what she saw aroused something deep within the blond girl, making her elated, and yet scaring her a little at the same time. She would usually run at a time like this, when faced with things she didn't want to deal with. This time, though, she wanted to stay.

Buffy continued to look at the face of the man holding her. Through so many things, he had stayed at her side. She wasn't ready to lose that; she might never be. The small girl raised her right hand to Xander's face. Two fingers traced along the line of his jaw, continuing around to the back of his neck.

*So warm, so loving,* the blond thought, feeling her own temperature rise as she caressed the side of Xander's face. The man her eyes were taking in looked so different to her now. *Can I have you?*

Xander's eyes widened in surprise when Buffy turned his face toward her and pulled him into a kiss. He didn't pull away, and as things he had thought long-buried surfaced in him, his embrace changed from one of comfort to one of need.

"Well," a husky voice said from the stairs, breaking up the kiss and the passion that had been building behind it, "that's a new one for you, B, trying to steal my man. Course, considering what you've been with, I can totally understand." The dark Slayer eyed the pair sitting on the cot in front of her, grinning when the kiss broke but they had continued to hold each other.

"Faith," Buffy said, moving out of Xander's arms and standing up. "It's not what..."

"The way I see it, B," Faith said, ignoring the older Slayer's interruption, "there's two ways this is gonna go down. One, I kick your skinny little ass all over this basement here, or..."

"Or what, Faith?" the tiny blond hissed, getting into the younger girl's face.

"Or this, B" Faith said quickly, grabbing the other girl and moving in to catch her lips in a kiss. Neither Slayer moved at first, but as the seconds passed lips began tentative movements over and along each other. The taller girl's tongue swept out, tasting the older girl's lips for the first time. Buffy opened her mouth to allow Faith access, but the dark haired beauty pulled out of the kiss. The blonde's eyes shot open, the surprise and disappointment clearly showing on her face. She saw the other girl smirking at her, and felt a blush rising on her cheeks.

"So," Faith said slowly, her voice deeper than it had been. "What's it gonna be, B?"

Xander stood and moved beside the two Slayers. He didn't know what Faith was up to, but he didn't want Buffy hurt. He looked at Faith, who winked at him. She reached out and pulled him to her side, her arm linking with his. Together, they looked to the small girl standing in front of them. Her eyes were on the floor, and she was biting her lower lip, lost in her own thoughts.

Buffy closed the gap between them and whispered, "This."

As one, the two brunettes took the blond in an embrace. Xander moved in, resuming the earlier kiss that had been interrupted. Faith ran a hand up and down along the other girl's spine, and began kissing her neck. A small moan escaped Buffy's lips.

The trio moved apart and wordlessly began shedding their clothes. They continually exchanged looks of lust and wonderment, as each piece of discarded clothing moved them deeper into the newness of their situation. A door had been opened, and Buffy, Faith, and Xander had willingly stepped through it.

Now nude, the dark haired girl walked up to the equally naked man and pulled him into a searing kiss. She placed her hand on his chest, and slowly skimmed her nails over his flesh as her hand trailed downward toward his growing member. Once there, Faith wrapped her hand around it, and slowly began a rhythm of squeezing and pumping.

"Uhnnnnnnn" Xander moaned into the girl's mouth, as heat flashed through his body at her touch.

Buffy watched at the ease with which the others fit together. She had often wondered if she would ever find that with someone, and had come to the conclusion that it was more likely the Hellmouth would stop being such a tourist attraction for demons.

Another moan from Xander brought the smaller girl back to reality. She watched as Faith pushed him over to the cot, her hand never leaving his now rock-hard cock. From the look on his face, Buffy thought it must be an exquisite torture, what Faith was doing to him. Reaching the cot, the younger girl let go of him, and gently pushed him down into a sitting position. He grunted at both the loss of contact with Faith's hand and the swiftness with which he hit the cot.

The other girl then turned to Buffy with a smile. "Come here, B," she said in a low whisper, "I want to show you something."

The petite blond walked over to the other girl, and followed suit when the brunette kneeled in front of Xander. Faith reached out and took hold of his erection. She smiled up at him when she felt him throb in her hand, and she gave a squeeze in return. Buffy watched Xander's face, seeing the mix of tension and desire dancing over his features. She felt a hand take hold of one of her own, and Buffy watched as the younger Slayer replaced her hand on Xander's cock with Buffy's. She let out a gasp as she felt it throbbing in time with the brunette's racing pulse.

"Feel that, B?" the dark haired girl asked her in a voice thick with desire. "The heat, the throbbing, the desire, it's all for you, B."

Faith moved slightly, positioning Buffy in between Xander's legs, still grasping his hard member. The younger girl moved up behind her, so that her body was molded into the blonde's.

"Ohhhhh...fffffffaaaithhhhhhh" Buffy moaned as the other girl reached around and began to softly caress her breasts and stomach.

Xander watched in a mixture of disbelief and awe at what was unfolding. The small hand wrapped around his now aching cock belonged to one of his oldest and best friends, who herself was being spooned and caressed by a woman who had once been her mortal enemy. *Life on the Hellmouth - always interesting,* he thought, before throwing his head back and letting loose a loud moan as Buffy began to stroke him at Faith's command.

"That's it, B," the younger girl whispered silkily into the older Slayer's ear. Her hand trailed downward over the blonde's stomach to the treasure waiting below. "Why don't you taste him, B? Feel his heat in your mouth."

Buffy leaned over and delicately kissed the head of Xander's erection. Her lips parted and she moved slowly down, taking him into her own warm, moist mouth. The girl built up a slow pace of taking him in and then pulling back while sucking and twisting her head slightly. She heard the long, low growl escape his throat, along with Faith's words in her ear, but it all seemed so far away from her. The only things that mattered were the taste and texture of the cock in her mouth, and the hand which was now moving through her folds, exploring Buffy's wet center.

"Mmmmmnnnnppppphhhhh" she moaned, hearing Xander echoing her as the vibrations from her throat shook through his member.

Looking up into Xander's face, Faith decided she'd better move things forward before he came in Buffy's mouth. Not that there wasn't a definite good to be had in that, but the dark Slayer had other plans for his cum tonight. Seeing Buffy's head rising, she pulled the older girl back, smiling when she heard the pair of dissatisfied groans at her action.

Faith stood up, pulling Buffy with her. She smiled at the pout that formed on the blonde's mouth. "Look at his cock, B, all wet and glistening from being in your mouth." Faith stroked Buffy's sides as she spoke. "Now we're gonna get it all wet from being someplace else. You want that, don't you, B?"

Seeing the blond girl nod, the brunette moved her into position. Buffy lowered herself as Faith took hold of Xander's erection. Guiding it to the older Slayer's wet opening, she barely got her hand out of the way as Buffy sank onto Xander's length all at once.

"Oooooooooooooooooooooooooohhhhhhhhhhhhhhhhhhhhh" the pair on the cot screamed simultaneously. Faith held Buffy in place, keeping the blond from rushing this.

"Take it easy, B," she purred. "We'll get you there. Don't worry."

Buffy could feel Xander pulsing inside her, and from the way he was trembling under her, she knew he was feeling her own inner muscles clenching at him. His hands moved up her arms and onto her chest. He caressed her breasts tenderly, her nipples aching from the contact, making her shudder and clench, setting off the same in him.

The dark Slayer watched them, knowing what was going on unseen, having experienced much of the same thing herself. Deciding it was time to give Buffy what she needed, Faith leaned forward, her tongue flicking out over Buffy's swollen clit.

"Aaaaahhhhhhhhhhhhnnnnnnnnnnn" the blond moaned out, not expecting the brunette's actions. As the younger girl's tongue danced over her, Buffy shook continuously. The slight up and down bouncing motion of it was affecting Xander as well, judging from the noises coming from his throat.

For her part, Faith savored the combined flavors of the man and woman before her. She could taste Buffy's sweetness and the heavier flavor of Xander's precum. Moving back to Buffy's clit, she redoubled her efforts. Neither Buffy nor Xander were going to last much longer. Pushing in close, Faith sucked the other girl's clit into her mouth. Her hands moved under Buffy, and she gently rocked her on Xander's cock.

"Ohhhhhgggggggoooooddddddd," Buffy panted. "Ohgodohgod... ohfffffaaaaaaaaiiiiiiith" The sound grew in loudness and pitch, becoming a wail as the little blonde's orgasm took her over. Faith held onto her as best she could, trying to draw it out for as long as Buffy could take it.

As his friend rode out the waves of her orgasm, her thrashing and the spasming of her inner muscles drew Xander to the edge. He teetered briefly, trying to hold himself in check, but when Faith cupped his balls and gave a light squeeze, he was lost. The young man fell off the same cliff that Buffy had.

"Ahhhhhhhhhhhhh...Bbbbuuuuuuufffffffffffffyyyyyyyyyyyy" he screamed as her inner muscles gripped and released him as he came inside her.

Buffy felt the heat from Xander as his seed filled her. She felt Faith's lips surround her clit, the younger girl's tongue flicking over the swollen nub. As the smaller girl's tremors came to an end, she felt the coolness of the air as Faith's mouth left her flesh.

Faith stood up, somewhat shaky after the intensity of what the three of them had just shared. She reached for the older Slayer, lifting her slightly so that Xander's now softening erection could slip out of her. Satisfied, Faith let Buffy drop back onto Xander's lap. Once more, she kneeled between the pair's spread legs, watching as their combined fluids slowly flowed out of the blond. The dark haired girl could see a wet spot forming on the blanket under them, and she smirked, thinking of the blond vampire's reaction when he returned before dawn and made his "discovery" as he was settling down to bed.

*Serves you right, bleach boy,* she thought as she stood.

"Xan," Faith whispered, noticing Buffy was still recovering from the intensity of what they'd shared, and looked barely conscious. When the brunette met her gaze, she continued. "Let's get B up to bed. She's had a rough day."


Spike entered the house. The only light on was a lamp in the living room, which was left on as a custom, he'd always guessed. He listened, but heard no sounds of movement coming from any direction. Everyone was asleep, which was fine by him.

Moving into the kitchen, the vampire went to the refrigerator, grabbing his mug of sheep's blood from the back. He'd gotten in the habit of drinking a mug just before bed, as it usually allowed him to sleep through the noise all those little slayers-to-be made when they ransacked the kitchen each morning.

Draining the mug, he rinsed it out and set it down in the sink. He made his way down to the basement, stripping before he lay down in his cot. As was normal, he spent considerable time getting himself into just the right position. Finally settled, he relaxed. Only then did he feel something cold and wet at his side. Grumbling he sat up, thinking someone must have been down there while he was out, and spilled something.

Spike put his hand down on the spot, feeling for the extent of it. He brought the hand to his nose, inhaling the scent. His eyes grew wide in the darkness, recognizing at least part of the scent. Buffy had had sex on this cot. The blond vampire would never forget the scent of Buffy's wetness when she came. By the tangy aroma accompanying Buffy's own, he knew it had been with a man.

Jumping up, he grabbed the blanket and brought it to his face, again taking in the scent. This one was also unmistakable. He couldn't believe it. Buffy and Xander. Probably the other Slayer as well. The blanket fell from his hands as he raised his head and howled.


The End