The little red haired girl with the yellow crayon

Author: Jujumaster <ironskul[at]>

Rating: NC17

Pairing: X/D/W

Summery: One friend helps another friend achieve a goal

Notes: the story is canon up to mid season 7. Mostly Xander's POV. // \\Indicates thoughts

Spoilers: For BTVS "Him" and "Chosen"

Shoutouts: I would like to thank zardaz3, Kitty, Red Jacobson, Billhaden, Rob Clark, Rosie, prince_charon, TheBear,Jenny, eirwinrommel and John Fowler for letting me know that they enjoy my story and I would like to add your name to the list.

Latest addition

Chapter 1

I can remember it just like it was yesterday. The little red haired girl had broken the yellow crayon and I said I would take the blame so she wouldn't get in trouble. Seventeen years later and we're still best friends; so that's why I'm standing here with a dumfounded look on my face as once again she says some kind of mean comment about me. I wait until Dawn leaves the room before I confront her about her behavior over the past couple of weeks.

Clasping my hands together I step up to her and say, "So Wills, you want to tell me just why you've been acting so bitchy to me here lately?"

"I don't know what your talking about," Willow replies as she turns away from me and makes her way out of the living room and into the dining room. She takes a seat at the head of the table and turns her laptop on. Since I'm not going to let this go until I get an answer, I follow her into the other room and stand next to her.

"So, you mean that when you don't speak to me anymore except when someone else is in the room, and when you do speak it's to call me a demon magnet, glorified brick layer or some other nasty remark that it's just business as usual. I know you don't think these are terms of endearment." Willow looked at me sorrily for a second before she went back to ignoring me. I stood there for a few seconds trying to think of what I could have done in the past couple of months to piss her off so badly. While I was thinking, Dawn came into the room to place one of the books that had been left in the kitchen on the table with the ever present stack of research materials. She smiled brightly at me when she looked up and caught my eye, she had been doing that a lot lately. Every since my little speech to her I think her crush on me had come back and I thought it was sweet.

"Thanks for bringing that back in here Dawnie," I said as I returned her smile.


"Speaking of bringing things, Xander why don't you run and get us a pizza like you used to bring us donuts since you can't fight and there isn't a window for you to fix today." Willow said rather scathingly.

As I stood there goggling at Willow, I couldn't believe that she felt this kind of animosity toward me. I turned toward Dawn to see whether or not she caught the hostility that Willow was heaping on me, but she was in her own world and just licked her lips again as I looked at her. Turning back toward Willow I was going to get into a big argument with her over that last comment, when I noticed she was looking at Dawn and unconsciously licking her lips. Looking back at Dawn she once again licked her lips before turning to leave the room. Quickly I turned to catch Willow licking her lips as she looked at Dawn. Then it hit me, every time that Willow had said something hateful to me, Dawn had been in the area. Leaning down I whispered in Willow's ear as she watched the retreating Dawn.

"Her lips look so kissable don't they?"

With a dreamy look on her face Willow softy answered my question. "Yeah, WHAT? Ah, NO. I mean . . . " Her rambling trailed off as she sat there with a deep blush on her face. "I think me and you need to take a little walk Willow." I turned and went into the hallway waiting for Willow to follow. Willow quickly joined me in the hallway. I handed her the sweater off of the coat rack as I grabbed my jacket and put it on. Willow donned her sweater and followed me outside. We walked up the sidewalk for a little while in silence. I finally turned to her and asked her, "So this is what this is all about? You're jealous of me because of Dawn's crush. Well didn't see that one coming."

Willow didn't have anything to say so we continue to make our way down the sidewalk. "Aren't you going to apologize to me?" I asked her. The response she gave to me wasn't what I was expecting.

"Apologize? You've got to be kidding. You want me to apologize because I'm angry over the fact that someone I would like to be with would rather be with you just because you have a penis?" Her reply to me, was to say the least, very hostile.

"Don't you think your over reacting just a little bit? If you're so hot to have her, why don't you ask her out? Then maybe you can quit trying to blame me for your fear."

"What if I ask her out? First off I'm a woman, secondly I don't think she likes other women in that way and lastly she would rather be with you because of that stupid speech you made about how she wasn't special, she's extraordinary. How am I supposed to compete with that? Oh, I also have the added bonus of getting thrown out of the house after Buffy kicks my ass for hitting on her sister. So I'll just rush right out and asked her if she wants to go on a date with me." She replied huffily to me.

"I can't do anything about the rest of the stuff, but if you get kicked out you can stay at my apartment." I tried to lighten the moment with a bit of humor. Willow wasn't in the mood for my jokes. She just looked disapprovingly at me. Putting my arm around her shoulder, as she pulled her sweater tighter around herself defensively, I steered her back toward Buffy's house. "I'm not trying to fight you for her affections. I would appreciate it if you would stop verbally abusing me. I also have a plan."

Looking at me suspiciously Willow just ask me, "what type of plan?"

I just ignored her question as we made our way back to the house. When we got back to the house, I called out for Dawn, who quickly joined us in the living room.

"Dawn with all of this stuff with the First going on. I thought it would be a good idea if we had a little downtime. So Will and me are going to the Bronze tonight and we were wondering if you wanted to go with us?"

With an almost shrill sounding enthusiastic, "yes" she ran upstairs to get ready for the evening even though it was only 4 P.M..

"So you in Will?" I asked my oldest and dearest friend.

She nodded to me as she answered my question, "I'm in for now. But if anything strange happens that I don't like, I'll find a way to make you pay." And with that she also went to get ready.

When it was time to go both of the women came downstairs dressed to the nines. Dawn's hair was combed straight. She was wearing a rather tight red pullover sweater that had low cleavage and considering how much cleavage she was showing I would say she was wearing a push-up bra. She also had on a black mid-thigh length leather skirt, white stockings and calf-high high-heeled boots. I have to admit she was rather gorgeous.

A few moments later Willow joined us. She was wearing a thin, white, long sleeve cotton shirt that had billowing sleeves. She was also wearing a floor length brown skirt, she had curled her hair for the evening. Holding the door for them I ushered them out the door, to the car for the short ride over to the Bronze.

Once inside the Bronze I told them to pick out a place to sit while I went to get us something to drink. We made small talk about the things that were going on, about all of the people that were currently staying in Buffy's house as well as a few other things. I danced a couple of fast songs with each of them. And Dawn danced with some of her classmates that had asked her. Willow politely declined any of the men that asked her to dance. She also declined the one woman that asked her to dance. After being there for a couple of hours one of the early evening slow songs came on and I held my hand out to Dawn and asked her if she wanted to dance. She accepted my invitation and as she hopped off the barstool I saw a look of disapproval pass across Willow's face. I held out my other hand for Willow to join us, the three of us made our way onto the dance floor where we settled into a slow swaying rhythm. With a lack of conversation I used the mental link that me and Willow shared, to talk with her. //Willow, do you trust me? \\

//I guess.\\

//Then just follow my lead\\

Leaning down I pressed my lips firmly against Willow's, slightly startling her as I initiated a kiss. It wasn't a passionate kiss but it was a kiss nonetheless. Pulling back I could tell Willow was trying to hide the puzzled look that was fighting to take over her face. Turning my head to face Dawn I could see the hurt look on her face.

"Don't be shocked. Willow's my friend and every now and then I kiss my friend. As my friend would you like for me to kiss you?"

A big grin spread across her face as she eagerly nodded her head in acceptance to my offer. Leaning in I pressed my lips against her moist full lips. I held the kiss for a slightly extended period of time only pulling back when she pressed into the kiss and tried to deepen it. Her eyes held a slight twinkle as the kiss ended and I looked into them.

Seeing how Dawn gazed into my eyes after the kiss ended, I felt Willow stiffened and try to pull way.

//And just where do you think you're going? I told you to trust me, so don't bail on me now.\\

//I'm not going to hang around and watch you make out with her at point-blank range. I don't know what kind of fucked up idea you had, but I didn't come here to watch you make out just so I can get more pissed off! \\

I turned my head slightly to look into Willow's eyes just before delivering one of my patented lopsided grins. Looking back at Dawn I smiled down of the young brunette girl before I spoke to her. "Now it's your turn to complete the circle by kissing Willow." Her smile dropped as she looked at me in confusion and out of my peripheral vision I could see the slight-shocked look on Willow's face. "Come on, it's just friendship. I kiss Willow, then I kiss you, and now you kiss Willow."

I moved my left hand, which had been resting on the small of her back, to her upper back and gently guided her forward in a move that capitalized on her confusion. Using my right hand to do the same thing to Willow, I brought them close enough together for nature to take its course. Okay, actually once Willow realized that Dawn wasn't backing away from her she leaned in to close the distance between her and Dawn's face. I watched as Dawn closed her eyes just before Willow pressed her lips against Dawn's, in what started out as an exploratory kiss. Gently rubbing both of their backs, I continued to guide the three of us in a slight dancing movement. When the kiss ended, I saw a blush on Dawn's face where she had enjoyed the kiss more than she thought she would. Willow had her cute little puppy look on her face because she was totally enjoying the experience.

Seeing that both of them were still caught up in their private moment I took that time to excuse myself to go to the bathroom. I didn't really need to go to the bathroom, I just wanted to leave both of them alone so they could discuss the moment if they felt like it without having an intruder present. After a few minutes in the men's room I came out and looked onto the dance floor. Not seeing either of the girls on the dance floor I scanned the immediate area to see if I could locate them. Whether or not they had spoke to one another after I had left them alone I couldn't say, but some progress had been made as they were now over in one of the corners engaged in another kiss. Feeling that my part in this little play was done I made for the exit. Just before exiting the building I checked to see if I had my Sunnydale nighttime traveling kit, which consisted of a small cross, a wooden stake, and the small vial of holy water. I didn't make it halfway to my car before I was assaulted. I heard the patter of the feet on the pavement and didn't get turned around before 110 pounds of legs, arms and long brown hair wrap themselves around me. From her new piggyback position Dawn began to question me.

"And just where do you think you're sneaking off to mister?"

Sliding my hands just below her knees so I can facilitate her impromptu piggyback ride, I answered Dawn's question. "Well, you and Willow seemed to be getting along very well and I decided to take my leave. Speaking of Willow, where is she?"

"I told her to grab our stuff while I ran to catch you, before you got away; now if you'll carry me to the car we can wait for Willow there." She said as she pressed her lips against my neck. I let her down once we had reached the car as we waited for Willow. I thought that my plan had been going well after seeing both of them kissing one another in the club, but with Dawn running out to catch me I was under the impression that things hadn't gone as well as I had hoped for and most likely Will was in a very foul mood because of it.

I was very glad to be wrong about my assumption. As Willow made her way to the car I could tell by the smile on her face that things hadn't gone bad and that she was indeed in a very good mood, if her smile was any indication. Dawn looped her arm in mine just before Willow got to us. This move had me worried until Willow moved to pull both of us into a hug. As I am slightly taller than both of them if I turned my head a little bit to the right I could smell Willow's scent which reminded me of strawberries and flowers and if I turned to the left I could smell Dawn, who reminded me of peaches and vanilla. My moment of fascination and discovery was broken when both of the girls loosened the hug, but not breaking it. Smiling down at one set of green and one set of blue-gray yes I asked these lovely women what was up.

"So Dawn, do you want to tell Xander or should I?" My oldest childhood friend smiled at the other young woman.

Blushing a lite scarlet Dawn ducked her head away from me and hid her face away in the red tresses of Willow just before mumbling, "you do it!"

Looking at me before she smiled, I saw the twinkle in Willow's eyes as she spoke to me.

"Well, it seems our little Dawnie here was not only attracted to you but to me as well but just didn't know how to broach the subject, and in the spirit of "friendship" she wants to talk to the two of us."

"I guess we can all go back to my apartment. There are way too many people over at Buffy's house to have a private conversation of this nature."

Both of them nodded their head in agreement. Unlocking the car door I slid into the driver's seat, Willow and Dawn went around to the other side of the car. Instead of one or the other climbing into the back seat, Dawn took up the middle position in the front seat while Willow slid in beside her. After pulling out onto the road Dawn reached over and pulled my right hand off the steering wheel and laced the fingers on her left-hand with mine. Looking over to my right I could see that her right hand had taken Willow's left-hand and entwined the fingers likewise there.

Back at my apartment complex we made our way into my recently seldom used apartment. It was funny. I had a perfectly good apartment all to myself but when evil reared its ugly head, I left it to move into an overcrowded house with a bunch of teenage girls, an old British guy and, an even older dead British guy. The truth be told it wasn't that bad deal, but for right now I was very much glad that I hadn't given up my apartment.

After making our way into the apartment I motioned for Willow and Dawn to take a seat on the couch while I went into the kitchen to see if I had anything in the refrigerator to drink. After rattling off the list of things that were still good in the refrigerator I fixed our choice of beverage and went back into the living room.

When I came back into the living room, both women were once again locked in an intimate embrace. Keeping my vantage point from the kitchen I watched as the more experienced Willow sought to bring out new levels of passion from the young brunette. Once again I had a vision, in my mind's eye, of a young shy babbling Willow afraid of the world, even as I watch her move with confidence and purpose. Dawn, being new to the whole make out scene, placed her hands on Willow's hips and except for the occasional grasping of Willow's sides, didn't move them as she seemed to be afraid to place them anywhere other than the other woman's hips. She was just like I was when I first started making out with Cordelia. Willow's hands were constantly in motion as she stroked Dawn's back and arms. On occasion she would bring her hands up and cup Dawn's face as she leaned back to gaze at Dawn's beauty before she would lean in and capture Dawn's full lips again. Every now and then I would see their tongues as they played with one another and it was quite an erotic sight to behold.

I once had a dream about Tara and Willow in a situation like this before and I've seen those lesbian scenes on the After Dark shows on cable, but they were nothing compared to this. My fantasies and two actresses paid to pretend to like each other couldn't compare to two women who were into each other. The look of passion and longing of one and excitement of the newness and arousal on the other is something I will never forget.

Breaking the kiss both of the women casually rested their heads together as they looked at me. Dawn was the one who broke the silence. "Are you going to play voyeur or were you planning on joining in?"

Moving toward them I placed the drinks on the coffee table. I then sat down on the other side of Dawn. Willow picked up her drink as she watched as Dawn turned and placed her legs over mine.

"Now for some Xander smoochies," Dawn said with a mischievous twinkle in her eyes.

Leaning forward I pressed my lips to hers. She tasted faintly of cinnamon. After a few seconds I could feel her tongue as it sought entrance into my mouth, which I quickly granted. Although she was awkward there was something familiar about the kiss. Then it hit me, it was very similar to the way Willow kissed and suddenly I was taken back to the time of the fluking, when Willow and me made out behind the backs of our respective boyfriend and girlfriend. My trip down memory lane ended as Dawn worked her way onto my lap, where she placed her pert little ass onto my erection. She broke her kiss as she settled onto my lap. She played the innocent vixen quite well as she looked at me as if to say "did I caused that?" All sweet and demure while she wiggled her butt around on my now painfully hard erection.

I let out a low groan and closed my eyes as I let her semi seduce me. When I opened my eyes again, Dawn had a big happy smile on her face, pleased with herself that she was having this effect on me. I looked over and actually found Willow smiling at me. I preferred this Willow to the last few weeks Willow.

Sliding Dawn off of my lap, in between myself and Willow, I asked them if they wanted to watch a movie or something. Willow agreed, Dawn said she wanted to continue kissing us. I told her to have patience and we would continue later. She pouted but settled in between us taking one of our hands in each of hers as we watched a movie.

Except for another soda run and a couple of bathroom visits our conversation had become not necessary, as our familiarity with one another filled the silence. On occasion Dawn would lean over and kiss either Willow or me and much to her annoyance we would stop before it got too hot and heavy.

At the end of the movie we were watching, I questioned the girls about what we were going to do about our sleeping arrangements. I asked them if they wanted to play a modified version of paper, rock, scissors, called floor, couch, bed.

Dawn nixed that idea. "Look; we are all adults. We can sleep in the same bed. If you could sleep in the same bed with your girlfriend's and not touch each other in a sexual way, we can all do it tonight."

Neither myself nor Wills wanted to seem like hypocrites, and we both didn't mind sharing the bed, so we agreed to Dawn's proposal.

Once in the bedroom Willow and Dawn raided my drawers to find something to wear to bed. Being that my pajamas were too big for them they elected to wear the tops and not the bottoms. Will also grabbed a pair of my boxers to slip on. If I live to be a thousand years old, I'll never understand why a woman will wear a pair of men's boxers over her panties and just why I find it so erotic.

While they were still picking out what to wear I went to the bathroom to change and brush my teeth. Willow grabbed her stuff and her toothbrush out of her bag, a reliable Willow trait if ever I saw one, and made her way to the adjoining bathroom next. Coming out of the bathroom she looked so cute in my too big top that was swallowing her small frame. Bending over to place her toothbrush back in her bag, Dawn and myself was treated to a view from Willow's collarbone to the boxers she had put on. What caught my attention the most was the two, just slightly larger than a handful, braless breast, each capped with a beautiful dark coral colored nipple. The erection I had earlier was now back. At this point I dropped a handful of change.

Willow glanced down and saw the way the top hung off her body and the view it afforded. While still bending at the waist she looked up at me and Dawn catching both of us as we peered down her top.

Dawn blushed and quickly left the room to go change, leaving me to face the Inquisition and/or wrath of the redhead.

Coming to a stop in front of me Willow looked me in the eye and asked me, "Xander was you looking down my shirt?"

I wanted to deny it but she looked down my body to see the way my pajama bottom was being held away from my groin by my hard on. I just blushed and found the floor to be suddenly interesting.

"Well I think you did, and a certain part of you seems to have seen something you like. If it was some other guy that had seen what you just saw it might have upset me, but you are my oldest friend and since I was in love with you and we have had the smoochies with one another it doesn't bother me at all. That means I'm not mad at you and you can quit looking at the floor. Instead you can help me turn down the covers."

I looked up and watched Willow move to the other side of the bed and pull the curtains on the window before grabbing her side of the covers. She stood there for a second before cocking her eyebrow at me prompting me to grab my side of the covers. We pulled back the covers and stood there in a slightly uncomfortable silence waiting for Dawn to return.

After Dawn had returned to the room, I went about picking up to change that I had dropped earlier. I was reaching for quarter that was just under the edge of the bed when I heard Willow let out a little "eep." Looking over at Willow, on the other side of the bed, I saw that she was staring toward the foot of the bed. Following her line of sight I was greeted with a vision that almost caused me to go "eep".

Dawn was bending over placing her shoes by the door. The back of the pajama top had risen up uncovering her ass. This site in itself would've been tantalizing enough with me and Willow getting a free shot of Dawn's panty-covered ass, but what we was getting was a not covered at all ass. And right below that sexy little ass, in between those tight thighs, was her sparsely haired pussy. I was beginning to wonder whether or not I could suffer damage from how hard my dick had become.

It became obvious that Dawn was holding this position for a reason, she wanted us to see what we saw. Finally straightening up she turned to face us. Willow just continued to look at her while I rearranged myself. As Dawn saw me rearranged myself, she once again gave me a very big smile.

Dawn then climbed up onto the bed and took up a position in the center. I climbed in on her left, and Willow climbed in on her right. After we had pulled the covers up and settled in Willow and I turned off the lights on the night stands that flanked the bed. I lay back down flat on the bed staring at the ceiling thinking about what I had just seen over the past several minutes.

Once again it was Dawn that broke the silence, "what, I don't get a good night kiss from you two?" She didn't wait for a response, she rose up one her elbow leaned over me and proceeded to give me a hot, wet French kiss. After she was done kissing me, she leaned over one her other arm and I assume did the same thing to Willow. She lay back down between the two of us after she was through. A couple of seconds later I felt her left leg slide to a resting position across my right. She was definitely touchy-feely as she proved a couple of seconds later as her left hand snaked over and grabbed my dick.

I was frozen in shock at her move and just laid there as she started to squeeze and stroke my hard on. Rolling on my side toward her I placed my hand on her bare thigh and proceeded to gently slide it back and forth as I made my way toward her crotch. Once I reach my goal I found something that I figured I would find there, Willow's fingers. I rubbed Willow's hand as she continued to stroke Dawn's pussy. Looking across the darkened bed I could see that Willow's legs were slightly bowed and parted and I could make out a lite squishing sounds of Dawn's fingers, pumping in and out of the redhead's sex.

"I guess none of us are going to get any sleep tonight until we take care of all the sexual tension in the room, "I said as I reached up and captured one of Dawn's pert breast with my hand. She moaned at Willow and my ministrations as I tugged on her nipple through the pajama top and Willow fingered her wet pussy. Willow let out a moan of dissatisfaction as Dawn removed her hand from between her legs. In the darkness I watched as Dawn placed her fingers in her mouth to lick the juices off her fingers. After thoroughly cleaning two of her fingers she placed the other two against my mouth and said, "Have some." I sucked the two fingers into my mouth where I greedily licked them clean.

On the other side of the bed Willow moaned out, "Xandeeer" as she watched me sucking Dawn's fingers clean of her juice. Flipping the covers back I reached down and pulled Willow's hand away from Dawn to my mouth were proceeded to clean two fingers on her hand. Then I released her hand so she could clean the other two fingers. It was at this moment that I could feel the emotions coming off of Will through our psychic link. I couldn't read her mind or anything like that but I could feel the arousal and joy in my on mind. Our contact wasn't constant only when the moment had strong importance. Like right now when she was having her first taste of Dawn she was so excited as she sucked her fingers clean. When she finished she opened her eyes and looked straight into mine because she knew I could "feel her". Her excitement, that was spilling over, was affecting me.

//if you thought that was something wait until you feel this\\

Having finished her thought Willow slid down the bed and crawled between Dawn's splayed thighs. She stared at the sparse brown muff of our third sex partner and I could feel the waves of pleasure starting to build inside of her. Watching her lean forward I felt a jolt of pure exhilaration as she ran her tongue from the bottom of Dawn's labia to the top where she sucked her clit into her mouth for a second.

Dawn gave a high pitched squeal as her response to the stimulation of Willow's wicked mouth. After Willow latched onto Dawn's clit, Dawn arched her back and grabbed Willow's head. Moving up Dawn's body I undid the buttons on her top. I found her to be braless as well as panty less. She was quite the little minx and came to bed with only our seduction in mind. I watched as the brown nipples I had pulled on scant moments before started to once again stiffen under the cool air of the room. Not wanting it to get too cold I leaned over and took her right nipple into my warm mouth were I flick the stiff bud back and forth with my tongue causing Dawn to mewl in approval. I glanced up at Dawn's face while I worked on her breast. She had her eyes closed and was biting her bottom lip as she concentrated on the stimulation she was receiving. Placing my hand on Dawn's flat stomach I rubbed the exposed flesh before I moved my hand down to the hair nestled above her sex, brushing them lovingly before slipping my fingers down to hold her lips open for Willow. Between Dawn's wetness and Willow's tongue it wasn't long before my fingers were soaked. Not long after that Dawn came under Willow's expert manipulations. I removed my fingers from Dawn's body and licked them clean while Willow gingerly cleaned Dawn's swollen mound.

As Dawn lay on the bed basking in the afterglow, I worked my way down to lay beside Willow. Looking into her green eyes I smiled at her, she then leaned forward and kissed me. I could taste both her and Dawn in the kiss. I placed a hand on her back as the kiss continued, then I reached down her back to stroke her sexy ass. We ended the kiss and continued to look at each other. I asked her, "did you enjoy yourself?" She nodded her head as I worked my hand between her thighs and rubbed her pussy through her very wet boxers and panties.

"Oh yeah, little Willow is definitely having fun." I smiled cheekily at her.

"Mmmmm, that feels nice, thanks for this evening Xan."

"No problem Will I knew you had a thing, she had a thing, I did know how big my thing was until I saw more of her thing," I gave a chuckle at my last remark.

"I'm right here you know," Dawn huffed.

"Then come down here and join in the conversation," Willow said to the grinning brunette.

Dawn hopped off the bed to remove her top then grabbed my pajama bottoms and started to tug them down. I lifted up to help her get them off. She then proceeded to pull Willow's boxers and panties off at the same time.

While she was working to get the rest of the cloths off of Willow, I removed my top and watched as Dawn, in her excitement, was having trouble with the buttons on the top Willow was wearing. She finally opted on pulling it over Willow's head to get it off.

I sat cross legged, facing Willow and Dawn. Willow was sitting in the same manner as myself while Dawn was kneeling on the bed. Almost like a kid in a candy store that couldn't make up their mind because of the amount of choices. His lips, her lips, his chest, her breast, her pussy, his dick. I finally made the choice for her. "Why don't you return Willow's favor?" I got an appreciative smile from Willow and an eager nod from Dawn.

After Willow had laid down on the bed, Dawn practically leaped on top of her pressing their lips together in a bruising kiss that Willow had to break in order to tell her to slow down and take it easy, she wasn't going anywhere and to be patient and savor the moment.

Sitting over to the side some people might feel left out but I was enjoying watching Dawn's introduction into the world of sex, not only from the f/f aspect but soon it would be from the m/f side. As an added bonus I was there with my best friend in all the world and let's face it, I still held an attraction for her. I watched as Dawn started to kiss her way down Willow's body. She nibbled on Willow's neck and then proceeded down to Willow's breast. I watched as she sucked one nipple to erectness then switched over to the other one to give it equal treatment.

Willow was sort of purring at Dawn's efforts, she was stroking Dawn's hair and face as she guided her. It was very hot watching as Dawn took Willow's breast into her mouth, then sucked on it as she pulled away till only the red distended nipple remained between her lips. Then it would pop free all wet and glistening ready for her to do it again. Willow was on fire as Dawn tormented her breast but wouldn't go any lower as she raised the need in Willow with her tongue.

I know that Dawn had some fear of doing a good job making this an unforgettable night. She shouldn't have worried though, because what she did next elevated her from novice lover to attentive afficionado.

Rolling Willow over onto her stomach she scooted down to Willow's feet and said, "Xander you start at Willow's head and I'll start at her feet. I smiled at the cleverness of Dawn's plan. Reaching into the night stand I pulled out a bottle of baby oil in placed it between Dawn's thighs telling her to hold it that there for a few moments to warm it up. Quickly going to the bathroom I retrieved a couple of beach towels. After spreading the towels out, Willow positioned herself on them.

While Dawn held her hands out, I placed a generous amount of the baby oil on them and then poured some of the oil onto Willows legs and back. Dawn started working on Willow's legs rubbing the oil in, while I started rubbing on Willow's neck. Soon we had a rhythm going where we would work out the tension of fighting monsters, the First, and a houseful of teenage girls just replace it with the more enjoyable form of tension; sexual that is. As I worked my way down Willows's torso, occasionally brushing the side of Willows's breast, Dawn was busy sliding her hands up and down Willow's pale toned thighs. From time to time Willow would press her thighs together as she longed for release. A couple of times she started to move her hands down between her legs but she would stop herself because she wanted Dawn to do the honors. Finally me and Dawn met at Willow's tight little ass as we slid our hands together and over one another as we thoroughly massaged Willow's butt.

Willow was writhing on the bed beneath us, whimpering for one of us to touch her pussy.

Pulling Dawn into a kiss over the prone form of our friend, I kissed her passionately while sliding my hands down to give her ass a little squeeze. "I think we should put a little redheaded friend here out of her misery, don't you?" I whispered into Dawn's ear before pulling her earlobe into my mouth to suck on it.

Dawn looked at Willow, who is now peering over her shoulder at us, before reaching down with her left-hand and grabbing my cock. Slowly stroking my dick, she reached down and grabbed Willow's thigh with her right hand before saying, "I think you need some tension relief yourself," giving me a squeeze to emphasize her point.

Pulling her to me for another kiss I pulled her hand off of my erection before she made me come. "I can wait. This is the most excited that I have ever been and I would like to keep that energy level up for a little while. So go ahead and have some fun with Willow and later me and you will do something." Sitting back on my haunches I watched Dawn lay down on top of Willow and slide up and down her body effectively oiling her front.

Willow finally couldn't take it anymore and turned her head with her resolve face on, "will you quit fucking teasing me and finger my pussy," she almost growled at us.

Dawn slid her right hand under Willow's hip and pressed her fingers to Willow's wet lips. As Willow moaned her approval Dawn smiled at me. "Xander, she's soaked." Switching hands Dawn pulled her soaked right hand out and brought it to my face. I breathed in Willow's heady aroma before sucking the fingers into my mouth to lick them clean. Switching hands again Dawn licked the juice off of her left-hand, while whispering into Willow's ear. "Willow you taste so good. But this isn't enough, I think of going to have to ram my tongue into that tasty hole so I can get it directly from the source."

Willow gave out a little yelp of surprise when Dawn quickly jumped off her and roughly tugged her onto her back before diving between her outstretched thighs and plunging her tongue into Willow's red muffed pussy. Dawn enthusiastically licked and sucked the swollen lips of her lover. She repeatedly plunged her tongue in and out of Willow, fucking the older girl with her stiffened muscle.

Willow was thrashing her head back and forth in response to Dawn's assault. When Dawn plunged three fingers into Willow's well-lubricated core, I could see the flush spread across Willow's chest and her nipple harden as her orgasm rapidly approached. Dawn then latched onto Willow's engorged clit, causing Willow to clamp her thighs around her head, and sucked greedily on the aroused bud, sending Willow shrieking over the edge into her orgasm. Willow's hair whipped about as she half sat up and screamed out her release. When she was done, she flopped back limply on the bed breathing hard.

Leaning over her, I brushed the stray hair off of Willow's face and placed a tender kiss on her forehead. I looked down at Dawn as she rested her head on Willow's, once again open, right thigh. She was looking at Willow's reddened sex while she caught her breath. I laid down beside her, right in a puddle of baby oil. I had forgotten to place it off the bed and it had spilled. Well there went those sheets but to a good cause. I leaned over and lapped up some of the stray juice on Willow thighs, and I must say I have the best tasting friends, before tilting over to steal a quick kiss from Dawn.

Climbing out of the bed I retrieved some new bed linens from the closet. Telling both of the girls hop up so I could change the sheets. After changing the sheets I took the oily ones and placed them in the laundry. I then proceeded to go to the bathroom to take a shower. I had just stepped in the shower and lathered up when I was joined by the girls, which didn't surprise me.

One stood on each side of me and proceeded to lathered me up. Dawn once again slid her hand down and took hold of my dick. She began a slow masturbation rhythm, I would assume more for exploration than titillation. As she stood to my left, I wrapped my arm around her and stroked her back and ass. Willow pressed up against my right side and watched as Dawn fondled me. She then reached down between my legs and cupped my balls. It had been a few months since I had last gotten laid and with the both of them giving me quite the visualization earlier and now bringing a physical aspect too, it wasn't going to take long with this type of treatment before I painted the walls with a big load of come.

Willow squeezed my balls a little bit harder as she looked up at me and asked me, "you're ready to pop aren't you?"

I nodded my head rapidly and closed my eyes as Dawn ran her thumb over the head of my dick when a drop of the come oozed out the end.

Still caressing my balls she spoke to me again, "I think you're a little too excited for Dawn's first time. You probably want it hard and fast and that's not going to leave a good impression on the sexy brunette to your left. So you can take your time when you're with her I think we need to get you off at least once before you stick this nicely sized thing in her small pussy."

"And just what do you propose Ms. Rosenberg?"

"I think I should work off that first erection Mr. Harris."

"Are you sure Will? I mean, aren't you kinda gay now? Not that I have a problem with that, but do you really want to be with a guy?" I looked at her questioningly as I worried that she felt obligated to have sex with me because I got all us together on this "date".

Willow looked at me like I was being silly. "No, I don't want to have sex with a guy, I want to have sex with Xander." Moving around to stand in front of me she wrapped her arms around my neck and looked at Dawn to get her to remove her hand from my shaft. Pressing her body against me I felt her breast flatten out against my chest as my dick burned against her stomach. And with the water cascading over us and Dawn looking on bearing witness, she said one of the most sweetest and important things that I've ever heard. "I don't want any ol Xander either, I want my Xander. The one who said he broke the yellow crayon because a little red-haired girl was crying and afraid she would get in trouble, the one I was in love with for the longest time, but was to thick in the head to realize it. The same one that I stole kisses with when we were seeing other people, the same one who didn't freak out when I decided to see girls, and the one whose unconditional love kept me from destroying the world. So I don't see you as a guy because you're my best friend, you just happen to have a penis. Which is not a bad thing, because sometimes a penis is needed for... "

"I love the way you babble," I said to her as she blushed. Swooping down to catch her lips in a passionate kiss that only ended when breathing became an issue.

Willow jumped up and wrapped her legs around my waist as my hands immediately went to capture her ass to keep her from sliding down my body. I was looking in Willow's eyes when I felt Dawn's hand wrap around my dick once again as she placed my dick against Willow's lips. I then dropped her down so that her weight would drive me into her. She was so tight it felt like someone had grabbed hold of my dick with a velvet encased hand and squeeze down hard. Once I was all the way in her I held her there for a few seconds so we can both savor the moment that had been 17 years in the making.

"You feel so good wrapped around me," I breathed out hard.

She smiled wickedly at me and said, "I know," just before I found out how will she knew how to use her Kegal muscles as I felt the ripples run up and down my shaft.

I moaned my approval as I pull my dick almost all the way out and then slammed it back in.

"That's it Xander press me against the wall and take me. Fuck me like you should have fucked me four years ago." Willow was practically shouting it was that side of her that was slightly dangerous and exciting at the same time. So I did what she commanded me to do and pinned her against the wall and started pumping in and out of her fast.

As I pumped fiercely in and out of my childhood friend, Dawn stood behind me and rubbed my back and ass, squeezing the latter as I flexed. Willow clung tight to me and looked over my shoulder, groaning and panting as her pussy massaged me, and spoke to Dawn. "Go-ahead touching us where we're joined at. You know you want to." Willow smiled a little feral grin as I felt Dawn press her naked torso against my back. She slipped her left-hand around my body and started to toy with Willow's nipple. She snaked her right hand down between our bodies and felt my cock slip in and out of Willow's clinging pussy.

Dawn eventually turned her hand over and started giving Willow the extra stimulation she needed to start losing coherent thought. I was glad she did that. As much fun as this was, my arms were starting to give out. Willow's eyes rolled back in her head as she mumbled something I couldn't make out. Willow bit my shoulder as she crashed over the edge. Dawn then started to caress my balls, as the tingling sensation shot up and down my spine. With a shout I exploded a few months worth of frustration into Willow.

Releasing her legs Willow slid down my body as my softening dick dangled against her leg. Willow pulled my head down to kiss her. Pulling back she ran her fingers over my now limp cock and said, "I forgot how fun one of these can be. I think you may have to remind me from time to time."

I smirked at her before I answered, "well, if you're up for it, I think I'm up for it," As the talk of a repeat performance sent my blood south of my belt line to my new hard on.

Dawn gave a little pout at being excluded from mine and Willow's conversation, as she reached across and pulled me toward her by my hard on that she had just grabbed. "Repeat later. This one's mine."

Causing her to squeal into delight, I scooped her up in a hug and my dick nestled against her unused sex. Stepping out of the shower I set her down on the floor. I grabbed a towel and started to towel her off. I leaned closer her ear and whispered to her, "I haven't forgotten my sexy full lipped vixen, who started all this." I pressed myself into her naked ass before continuing. "I have every intention of burying this hard on in that sweet virgin pussy of yours and letting you ride me till I'm cross-eyed. For that we need the bed." I finished up by running the fluffy towel over her puffy nipples causing her to shudder against me.

Moving into the bedroom, I looked through my dresser drawers trying to find some of the assorted condoms that Anya had bought when we were together. By now Dawn was ready for the next part of the evening but Willow wanted to make sure she was, so she pushed Dawn onto the bed before laying down between her thighs and running her wet warm tongue over Dawn's dripping pussy.

Sucking on Dawn's nether lips, Willow was causing the young brunette girl to squirm about on the bed. Willow pressed the end of her middle finger against Dawn's hole moving aside the swollen lips before sliding the finger all the way in. Dawn let out a little purr of contentment as Willow started to saw her finger in and out of the tight opening. Once Dawn was accustomed to the single digit invader Willow added another finger to the mix slowly stretching the tight orifice so it could accommodate my hard dick. After a few minutes of this Dawn was almost crawling the walls. Her nipples were hard little pebbles, and her skin had little goosebumps. Her pussy was a gooey mess as her nectar coated her thighs, as well as Willow's fingers and face.

Looking over at me from her prone position, Willow looked to see if I was ready. I had the prerequisite hard on but I hadn't put the condom on yet. Grabbing one of the condoms I opened the foil package and unrolled the rubber cylinder over my flesh.

At Dawn's moan of disapproval, Willow removed her mouth and fingers from the succulent snatch. She pulled Dawn into a sitting position, kissing her briefly, before speaking to her. "Dawn, since this is your first time it would be best if you were on top. This way you can control how fast or slow you go."

Dawn crawled over my body and straddled my waist. Leaning forward she held her breast in my face. I leaned up capturing one of the stiff buds between my lips where I started to nurse on the tender flesh. I then felt Willow grab hold of my rod and nestled it against Dawn's lips, right at the entrance to her core. Dawn wiggled around a little as she worked my cock into her tight opening causing both of us to moan in pleasure. Moving into an almost sitting position, Dawn slowly sank down onto my pole, pausing only to get accustomed to having her pussy stretched like it's never been stretched before.

Once our pubic bones meet, Dawn leaned down and gave me a slow, lingering kiss then looked me in the eye and said, "thanks for making me a woman Xander. We lay there for a few seconds basking in the glow of the moment before Willow leaned in to share it with us.

Dawn resumed her sitting position and pull up my shaft leaving a glistening trail of her juices on my dick. I was in shear pleasure, a nubile sex kitten riding my dick and my sassy redheaded best friend there to share it with me. Could it get any better than this?

"Lean back Dawn, I want to sit on Xander's face."

Well I guess in can get better as I watched that inflamed pussy descend onto my awaiting tongue. I starting lapping eagerly at Willow's dripping sex tasting both myself and her in the mix. Dawn had started to ride me faster as her orgasm built up in her. I reached up and started to toy with Willow's breast, I ceded one of them to Dawn's probing fingers and took one of her's into my grasp, causing both of them to moan in excitement as they fondled one another. Dawn's breathing became more labored as she started to pound up and down on my hardon. She was really getting into it as he sped up and stated to ride me like she was trying to break a bull. It was incredible the way her pussy grasp my cock every time she lifted herself off me. I stopped licking Willow, much to her annoyance. She lifted up off my face and looked down at me between her legs and pressed her finger to her clit and pouted to me, "your tongue goes here."

I stuck my tongue out dutifully and started to suck her pussy juice out of that wonderful box again. Willow ground down on my face as she started to moan her approval. With the three of us rocking and rolling, it didn't take long for the fireworks to start. Between my tongue and her fingers, Willow came first. She showered my face with a torrent of cum. After she came, she remained straddling my head and started to work on Dawn's release, which I was grateful for, since that snug pussy of hers was about to make me loss my load.

Dawn started squealing as Willow tweaked her nipples and clit as she damn near hopped up and crashed down on my straining cock. Then she crashed forward, knocking Willow back, as the first throes of her orgasm took hold. She clung to me with a vise like grip, as the muscles in her body went rigid all at once. I could only feel two muscles moving in her body. Her heart that was pounding in her chest, as it was pressed against mine, and that wonderful milking sensation her spasming pussy was placing on my cock. I was surprised I lasted through her orgasm, maybe I subconsciously wanted to make our first time great so she would come back for more. What ever the reason, I lasted, now it was my turn. While she lay on top of me panting, I used what leverage I had to start fucking her again.

She open her eyes and smiled at me going, "Ooooo that feels good. Are you close Xander?"

Panting, I replied to her as I picked up the pace. "Any second, I'm ready to pop."

Then the strangest thing happened, so hopped off me, reached down grabbed my twitching dick, ripped the rubber off and started jacking me off. I was getting ready to say something about her bedroom etiquette when she beat me to the punch, so to speak.

"Xander, I want to see it. I want to see you come. Don't be mad, I just want to see what it looks like when a guy comes."

I would have done almost anything at this point I wanted to come so badly. She helped my out not only with her hand, but also her innocent desire.

Leaning over my dick she pressed those beautiful lips of hers to the head of my dick, then looked at me and said, "Please let me see you come."

I lost it. my nuts drew up so tight I thought they were going to lodge up in my chest. I thought I heard Willow scream just before my eyes rolled back in my head and I let out a Cro-Magnon bellow that even I had never used when I was banging Anya. When I opened my eyes again Dawn had her fingers in her mouth licking them clean, I figured she was having a taste of the fruits of her labor.

Pulling her fingers out of her mouth, she spoke to Willow, who was still sitting at the top of my head. "It taste kinda salty."

Willow moaned a lulled response.

I asked Willow if she had came again.

"Yes!! What Dawn did there at the end, was one of the most erotic things I've ever seen. Even when I was with Oz I never got to see him come. He always wanted to do it the missionary position and with a condom that immediately went into the trash when it was over. But to see Dawn pop that beautiful pussy off your cock and then jack you to orgasm was fucking awesome."

"Well, I did like it, but I wanted to place that load someplace other than on my chest."

Willow leaned down and gave me an upside down kiss. "Don't be such a baby. You got to come in a pussy tonight. Annnd as an added bonus you didn't have to use a condom and since it's still leaking out of me I would say it was quite a big load too. For all I know I could be getting pregnant as we speak."

Both of us turned pale at that thought.

"Perhaps I shouldn't be making jokes like that."

Willow laid down beside me and Dawn wiggled in between us as I pulled the blanket over us.

Dawn yawned as she asked us, "What does this mean for the three of us?"

"I think that you, me and Will should move in over here. I don't think the three of us will be missed in that over crowded house. Then we'll see what the future brings."

"One of the things the future will bring is Dawn and I going to the doctor so I can see if I'm pregnant and if not, so me and her can get on the pill. That way any time you want to, you can come inside of us and we'll save time not looking for condoms, no matter where we are. Do you want to add anything to our little idea parade Dawn?"

"I think we should get a bigger bed."

"Why? This one's just fine for us."

"But have you seen the way Kennady looks at Willow. Once we get into our groove, we may want to invite her along a couple of times."

"Dawn" Willow replies with a hint of warning in her voice.

"What? I'm not talking about permanent. I'm just talking about giving her a taste of what I'm going to do tomorrow for at least an hour."

Willow groaned at the thought; and maybe Dawn's hand.

I then felt Dawnie wiggle her sexy little ass against my new erection. // Damn I'm not going to get any sleep tonight.\\

//That's what happens sometimes when you help out your friends.\\

//I only do it for the friends I love.\\

//Thank you Xander. I love you too.\\

"Hey if you guys don't include me in your little brain conversations, I'm just going to have to go sleep on the sofa. Then you'll just have each other to sleep with and that won't be any fun, because I won't be here doing all of these fun things to you.. So less brain chatter more touching and groping."

Me and Willow responded. //Ok Dawn. Round two it is.\\

Yeah, I won't get any sleep tonight, but I'd only lose sleep for my friends. Cause that's what friends do for one another.

Chapter 2

Over the next couple of days Willow and Dawn went to the doctor and had checkups. Everything had turned out okay and they had got their prescription for birth control pills. Xander had already moved all of his stuff back into his apartment but they had yet to move any of Willow's or Dawn's personal items into the apartment. The biggest reasons that they had not moved any of the stuff into the apartment was because they had no idea what they were going to tell Buffy or the others why they were leaving the house. In the meantime they had gotten a chance for a quickie one afternoon while Buffy and the potential's were in the backyard training. Xander, Dawn and Willow had snuck into the upstairs bathroom for a little afternoon delight.

That evening Dawn and Willow packed up some of their belongings and met with Giles and Buffy in the dining room. Willow explained the situation.

"Buffy because it's getting so crowded here with all the potential showing up I talked to Xander the other day and me, him and Dawn are going to stay at his place to make room for the girls over here."

Giles spoke up, "that's an excellent idea Willow, we definitely could use the extra space over here."

The three lovers smiled inwardly having gained Giles approval but they still had to contend with Buffy.

"Why do you and Dawn need to go? I know it's Xander's place and it makes sense that he goes, but why you two?" She asked Willow.

"It makes sense for all of the SITs to be here with you

say you can train them. Me, Xand and Dawn I just back up in research, so it makes sense for us to go. Don't worry, for war councils and planning we'll still be here and we'll be here every day for the duration, but for sleeping the three of us will be at Xander's."

Along about that time Kennedy, Molly, and Jane came up from training in the basement and asked what was going on.

Buffy let them know. "It seems in order to make more room for the new arrivals Willow and Dawn are going to stay at Xander's apartment."

The rest of the people in the room missed the disappointed look that passed across Kennedy's face.

"Well if you're trying to make room you may as well take a couple of more people with you." Buffy conceded to the logic of the plan and try to make best use of the idea.

"I'll Go!" Kennedy volunteered almost immediately, smiling that she wouldn't be separated from Willow. Dawn snickered a little, that earned her a glare from Willow.

Molly started shuffling nervously back and forth before she spoke, "I don't have to go do I? What I mean to say is I like you guys, but I would prefer to be here with Buffy." Thinking about what she had just said and the way she said it, Molly quickly amended it. "You know she's the Slayer and I want to learn how to slay. I'm going to go upstairs now." And the slightly embarrassed Molly left the room.

Buffy turned and faced Jane, "how about you Jane, do you mind going over to stay at Xander's apartment?"

The blond girl didn't have anything to say she just nodded her head letting the others in the room know that she would go stay at Xander's.

"Okay then, you and Kennedy run upstairs and grab your things." Buffy told the two girls.

As the girls left the room Buffy told the others that she would see them the next day and went upstairs. Giles also bid the three goodnight and left for his hotel room. Willow, Dawn and Xander looked at each other and made their way out to Xander's car to wait for the other two girls.

Standing at Xander's car, the three of them got into a conversation about the unexpected addition to their plan.

"See Willow, I told you she had a crush on you." Dawn said teasingly while smiling at her girlfriend. Willow placed her hands over her face shaking her head in mock despair at Dawn's teasing.

"Well I was hoping that it would just be the three of us and we can run around naked and do all kinds of naughty things to one another." Xander waggled his eyebrows at the two girls mischievously.

Willow looked at the front of the house to make sure that no one had come outside yet. "It's the best we can hope for I'm afraid. If we had fought Buffy over letting the other two staying there she probably would've become suspicious and that wouldn't bode well for either one of us."

"Why don't we just tell Buffy that the three of us are a couple or a triangle or whatever?" Dawn ask.

"Because I don't want to get beat up and I prefer not to see Willow and Buffy fighting again."

Kennedy and Jane had finally retrieved all of their belongings and joined the others at the car. Kennedy smiled brightly at Willow when she reached the car.

Willow smiled weakly back at the other girl as a courtesy, what she wanted to do was to frown at her to try to discourage her but it wasn't Willow's nature.

Xander climbed in the car and started the engine Dawn and Willow went around to the passenger-side. Dawn climbed into the front seat causing Kennedy to get excited thinking that Willow would join her and Jane in the backseat. Once again the young Slayer in training was disappointed as Willow climbed into the front beside Dawn.

//Did you see the sad look from Kennedy when you crawled into the front seat Will?\\

//She's going to be a lot more disappointed if she continues to chase after me since I have all the lovers I need right now.\\

Willow emphasized her point by reaching over and squeezing Dawn's right thigh just below the young brunette's sex.

//Don't start anything that you don't intend on finishing.\\ Dawn had to stifle a moan from escaping her throat as Willow cupped her aroused pussy through her jeans, rubbing it a couple of times before removing her hand.


//And you love every minute of it.\\

To the two occupants in the back of the vehicle it looked like a normal ride. Five people in the car driving home in silence. The three people in the front of the car looking straight ahead out the windshield as if they were bored and the two people in the back along for the ride. Occasionally Kennedy would gaze longingly at the neck of the young redhead not knowing that she was the topic of a conversation already.

//Don't bend over in front of Kennedy, Willow, she may just grab your ass.\\

//Keep that up Xander and I won't let "YOU" grab my ass.\\

The three lovers sat silently in the front seat as they drove along but continued to mentally tease and spar with one another until they reached the apartment.

"Girls go ahead and pull out the sofa bed and freshen up in the bathroom." Xander told the SITs, while Willow and Dawn placed their things in the bedroom.

Kennedy got a break from being the nosy one when Jane asked were Willow and Dawn would be sleeping if her and Kennedy were on the sofa bed.

"We already discussed our sleeping arrangement earlier tonight and since we already know each other, we are going to share my bed."

Kennedy once again forced the issue, "What if the four of us shared the bed and you took the sofa sleeper. You could have it all to yourself."

"Nah. That bed is too small for four people, even if it's just four girls. I guess I can put three girls in my bed and I can have the sleeper with just one other person. Since Willow's my best friend in all of the world, she probably wouldn't mind just the two of us on the sleeper sofa. I'll see if she'll do that when she's finished in the bathroom. You know she used to have the biggest crush on me and now that she is single again, maybe a little alone time with her will work to our mutual favor, if you know what I'm saying." Xander waggled his eyebrows at the younger woman.

"NO! On second thought I prefer to share the sleeper sofa with one person myself." Kennedy wanted to nix the idea of Xander and Willow being alone, but she was in such a hurry to do it she boxed herself out of the only other possibility to get her in bed with Willow. If she had thought for a second, she may have come up with the idea of Dawn sharing the sleeper sofa with Jane; then she could've joined Willow and Xander in the bed. But having already stated that she would rather not share with anyone she couldn't bring that up without sounding like a bigger fool than she already felt.

"Well have it your way," Xander smiled triumphantly, as he made his way to the bedroom, having successfully stopped any attempt, now or future, by Kennedy to wind up in the same bed as Willow.

After everyone had taken a shower they all settled in for the night.

//Come on guys, I'm horny. Can we just have a quickie?\\

//No Dawnie. With Kennedy's enhanced hearing she'll hear us and run straight to Buffy and tell her.\\

Dawn wasn't happy with the answer, and after using the mental link to call Kennedy all kinds of unmentionable names, the three unsatisfied lovers finally went to sleep.

The next morning

Xander was sitting on the sofa in the living room when Dawn finally emerged from the bedroom. She was wearing a white blouse and a black miniskirt with a pair of black Mary Jane's.

Xander took along look at the sexy young woman as she stepped into the living room. "Damn baby, you look good enough to eat," he said as he licked his lips.

Dawn shot a nervous glance toward the kitchen and once seeing that no one was there, spun around flashing the white thong underwear she was wearing as her skirt rose up. Walking toward Xander with an exaggerated sway to her hips, she came to a stop in between his outstretched legs.

"Do I really mister? That's sweet, but I'm not supposed to talk to strangers." Dawn smiled down at Xander demurely as she placed the tip of one finger in her mouth.

Xander smiled at his little vixen. "Why don't you sit down right here, and we'll get better acquainted and I won't be a stranger no more."

Dawn spun around once again giving Xander a close-up view of the long string in the back disappearing between her cheeks before she sat down on his growing erection. Wiggling around a couple of times, she looked over her shoulder and asked Xander where the others were.

"Jane and Kennedy went out, later they have to be over at Buffy's for training. Willow had a class this morning she'll be back in about thirty or forty minutes that gives us time for a warmup before she joins us." Xander then reached up and captured Dawn's small breast in his hands. He felt her nipples stiffened beneath his palms as he cupped her breast through her blouse.

"Mister you want to get to know me real well, don't you?"Dawn leaned back against Xander's chest and continued to wiggle her ass against his erection.

Sucking Dawn's earlobe into his mouth Xander panted into her ear, "I want to get to know every thing about you and all the treasures hidden by your clothes."

"I know a treasure you haven't found yet. To find it you will have to slide your hand across my flat tummy to reach it."

Both of them moaned in unison as he uncupped her right breast and started sliding his hand over her flat stomach. As the heat rose in both of them, Xander's hand had just crossed the waistband of her skirt , on its way to Paradise, when there was a knocking at the door.

"Fuck," is what Dawn blurted out at the intrusion.

"Dawn is that you?" Came the worried sound of Buffy's voice from the other side of the door.

"Hold on Buffy and I'll let you in," Dawn yelled at the door. She jumped off of the couch and let her sister in. She hugged Buffy as Buffy eyed her. "Dawn, what did you just say before you opened the door?"

"Do you really want me to repeat it? I bumped my leg on the coffee table and I swore like most people do."

"You're my little sister and it's disconcerting to hear you use such language, so try not to."

Xander remained seated as Buffy and Dawn greeted one another since he still had a hard on.

"I know why Xander's here, and I know it's a good idea for Willow to be here since she has the power to protect them, so why don't you come home with me Dawn? I would like to have someone at home that I know."

"I love you Buffy but I would rather be over here right now. There's more space and less noise."

"What noise?"

"The girls moving around all hours of the night."

"If you're tired just take a nap in the afternoon while we're in the backyard training."

"But that's usually when Xander's over there fixing something."

"But he hasn't been over there lately working on anything, so it shouldn't be a problem."

Dawn turned away from her sister and walked around the coffee table to stand next to where Xander was sitting on the sofa. She smiled evilly at Xander before she turned to face her sister again.

"A couple of days ago he was in the upstairs bathroom pounding away on a box."

"What box? I don't know of any box that was broken."

Xander had started to pale at what Dawn was alluding to.

"It wasn't broken it had been busted a couple of days before. And their Xander was, just pounding away on it while Willow stood on and watched. Finally Willow lent a hand to make everything "cum" together. At one point there was so much noise in that bathroom, I was surprised that all you didn't come up to see what was going on."

"I thought I heard Willow scream the other day."

"Yeah, while Willow was getting a close-up look at the box, that Xander had just been pounding on, he poked Willow with his tool."

As Buffy looked up in contemplation about the events of that afternoon, Dawn lifted up the back of her skirt flashing Xander.

Xander shocked the young girl when he slid his hand between her thighs and cupped her pussy. Her knees almost buckled on her when he sawed his fingers across her clit.

Buffy looked at her sister again before speaking, "That makes me feel so much better. When I heard her scream, I thought she was in the bedroom mast... uh, never mind."

Xander's head was cocked to the side as he looked at the young blond woman who had almost said something out of character for her.

She flushed at the knowledge that Xander knew what she was getting ready to say. She then looked to see if her sister had caught on. What Dawn had was a happy smile on her face and her eyes were glazed over like she was one million miles away. "Dawn are you okay?"

"Yeah, I feel great."

"You look like you have a fever," Buffy said as she stepped closer to her sister.

Dawn held up her hand to stop her sister from stepping closer, "I'm fine; I'm a little warm but it's a good kind of warm."

Buffy was going to go over and check Dawn's temperature when she heard the bells, from one of the many churches in town, signal that it was 12 PM. "Damn it's noon already? I've got to go and meet the SITs for training I'll see you guys later."

Buffy was barely all the door when Dawn spun around and jumped on Xander's lap straddling him. "You thought that was funny didn't you? You bastard."

"You were the one that started it by damn near telling her that we were in the bathroom fucking up a storm."

"I did tell her. She was just too stupid to catch on. After all you were banging on the box that just recently got busted. Wanna bang it again? "

Xander didn't say anything he just grabbed Dawn by the ass and flipped her over onto her back on the sofa. Kneeling between her thighs, he unsnapped his pants and pushed them down to his knees along with his underwear. Taking hold of his hard on he leaned over the young woman and moved the small triangle of her thong aside and pressed the tip of his cock against her wet entrance. "You ready?"

Dawn vigorously nodded her head and opened her thighs wider to accept him.

Xander thrust into her in one swift motion giving Dawn his full-length. As their hips crashed together both of them let out a scream of pleasure. Dawn wrapped her arms around Xander and pulled him down for a searing kiss. She wrapped her legs around him, locking him in place and holding tight to him as they kissed. When she released him and broke the kiss, she looked into Xander's brown eyes and said, "fuck me."

Xander supported his weight on his arms as he took a push up position above the young woman. He slowly pulled out of her tight pussy before slamming back in causing her to grunt her approval.

"That's it baby. Fuck me, yeah baby, Fuck MEEEEE!!" Dawn cried out as Xander picked up the pace. Xander shifted to a higher position so he can bring his cock into as much contact with her clit as possible causing her to scream as he fucked the girl hard. Bracing himself with one hand he reached up and pulled the buttons on her blouse loose exposing her simple white bra. Not bothering to unhook the offensive garment he pushed it up over her breast then leaned down and captured her right tit in his mouth, hungrily sucking on it.

This caused Dawn to reach down and grab his ass and pull him hard into her every time he drove his cock home. "Xandeeeeer I'm so close. You fuck me so good babyyyyyy!"

Xander wanted to see her come, he likes the look of pleasurable anguish on her face as her release overtakes her. Still hungrily sucking on her breast he pulled back till only the nipple was in his mouth. He tormented the stiff bud before gently biting it sending Dawn crashing over the edge.

Dawn leaned up holding tightly to Xander and bit his shoulder hard enough that had he not been wearing his shirt she would have drawn blood.

Spurred on by her orgasmic hunger Xander's nuts tightened up as he slammed into her as far as he could go and flooded her tiny pussy with big gobs of jism. He lay a top her reveling in the feel of her inner muscles milking him dry.

Once their orgasms were over Xander lay on the other end of the couch on his back motioning for Dawn to lay on him. One she had climbed over him and lay down on his chest she can feel his wet cock, that still mostly hard, nestle against her damp curls. Reaching between them she grabbed hold of his gooey dick and reinserted it into her snug snatch.

Once back inside of her heat Xander started slowly thrusting up into her satisfied sex causing Dawn to mewl her contentment. Xander then kissed her pulling her bottom lip into his mouth before pressing his tongue against her teeth to gain entrance into her mouth. They kissed for a few moments as he continued to slowly slide in and out of her flooded pussy before he broke the kiss and asked her, "Is my little vixen happy?"

"Yes, and if you can keep that wonderful erection going I'll be happy again in a little while."

Xander's cell phone ringing brought them out of their postcoital sex play.

"Xander don't answer it."

"It may be Willow."

"Ooo, then get it quick because it's even funner with her here."

Xander should've check his caller ID. "Hello."

"No I was just waiting."

"In 30 minutes."

"I'll be there."

Dawn glared at the young man, "I know you're not about to leave me like this." And to emphasize what the this was, she clamped down on his erection.

"I'm sorry Dawn but I have to go. I've been off the past three weeks because they shut the site down due to the Hellmouth sending off the vibes that were making everyone crazy, which was great because I'm on salary and I get paid whether I'm there are not, but now they want to reopen the site. I can't afford to get fired because I'll lose this place and that means nowhere for you, me and Willow to get freaky."

"OK I don't like it but it is important so go off and earn a living."

Xander quickly took a shower and got dressed for work.

Dawn was still pouting as Xander finished dressing. He walked over to the beautiful girl in kissed her saying that he was sorry again before he left.

Dawn watched as he left then decided pouting wasn't going to do her any good, so she decided to take a shower.

Rounding the corner of the building Xander ran into Willow knocking both of them down. Xander wound up on the bottom. Willow leaned down and kissed Xander. "Well this is the position I wanted you in this afternoon, I just wanted you in this position on the bed not on the sidewalk were everyone can see." Willow stated as she slid back and pressed her covered sex against his.

"There's nothing more than I would like to do than to have you do just that Willow but they've called me back to work. So I've got to go."

Helping Xander get to his feet Willow brushed the dirt off of him. "I understand. I was just hoping to work off some of this frustration that the three of us went to bed with last night."

"Me and Dawn worked off some of it earlier and we was on the way to a second time when I got the phone call. She was mad that I couldn't stay for the second one, so I think she would be very appreciative if a certain sexy redhead witch were to go and do all kinds of naughty things to her with her wicked tongue."

"Mmmmm, I think I'll do just that."

Reaching up with her left-hand she tangled her fingers in his hair and pulled him down for a hot kiss.

When the kiss was over Xander looked into his childhood friend's green eyes and dejectedly said, "I going to miss this afternoon."

Willow smiled at him before reaching down and squeezing his cock and sexily saying, "yes you are." Turning sharply on her heel, she sashayed away from him before pausing to look over her shoulder and winking at him before continuing to the apartment.

Watching her until she got out of sight Xander quickly looked at his watch before muttering, "Damn now I'm late and I have a 5-alarm erection." He ran to his car and sped off to work.

Willow let herself into the apartment looking for her girlfriend, not seeing her in the living room she made her way to the bedroom assuming that that's were she would find her since Xander had told her that they had sex not too long ago. Noticing that she wasn't in the bedroom that only left one place for her to be, the bathroom. Quickly stripping out of her clothes Willow quietly made her way to the bathroom door hoping to surprise the young woman. Peering through the crack of the slightly ajar door Willow's breath caught in her throat as she beheld the site of the young brunette slipping the thong off her legs and standing up straight and stretching. Since her back was to the door she didn't know she had an audience that was taking in her long brown hair that reached just passed her shoulder blades, the slight curve of her breast as seen from behind, the slender waist flaring at the blossoming hips, a tight ass sitting atop long tan legs with slender ankles small feet with bubblegum toes that were painted pink like her fingernails. Willow was then treated to the sight of the young girl sliding a finger between the moist folds of her still aroused sex.

Pumping the finger in and out a couple of seconds she let out an exasperated sigh before removing the digit. "This is just not enough I need Xander's big cock or Willow's tongue not my fingers." Dawn pouted to herself not knowing that her wish was about to be fulfilled. When she leaned over to set the water temperature coming out of the faucet, Willow made her move.

Skillfully slipping behind the young woman, while she was bent over at the waist, Willow slid two fingers into the moist slit scooping up the combined cum of her two lovers as Dawn jumped in shock.

Jumping away from the intruding fingers Dawn screamed in surprise turning around in time to see Willow place the two fingers into her mouth and lick them clean. "Mmmmm, Xander and Dawn cum, my new favorite taste in the world."

Seeing that she was not in danger she quickly through her arms around the neck of the redhead pulling her into a passionate kiss. As their tongues worked furiously together Dawn finally noticed that Willow was naked like she was. She moaned her wholehearted approval as her nipples hardened against the other woman's. She became wetter as she slid her hands down and grabbed Willow by her tight ass pulling their hips tight together as Willow did the same thing. When Dawn's hand slid between the redhead thighs Willow parted her legs to allow her access to her dampening mound.

"So Willow came home in a randy mood and wants to play."

"Yes. I wanted to work off some of our tension from last night but when I ran into Xander outside he said that you had already been to work doing just that. Now I'm jealous, he got his and you got yours and I didn't get any." Willow made a sad face to overdramatize her speech.

"I wanted you to be here but Xander said you had gone to classes. So when Buffy stopped by and I started tormenting her without her knowing it Xander started fingering me while she was still here we got carried away and couldn't wait. But now that you're here, we can take care of you."

"I think you're farther along than me so let's get you another one, before you lose that edge. And besides I won't to taste some more of my new favorite taste in the world."

After reaching over and cutting off the running water, Willow pushed the young woman against the sink counter and knelt between her spread legs first kissing and licking her way up the left leg, then working her way up the right. Dawn's smoldering desire was once again inflamed as Willow lick and kissed Dawn's shivering thighs. As she reached the juncture of the young woman's thighs she was rewarded not only with the dried remains of her and Xander's previous sex romp, but also with a new torrent of pussy juice that was seeping from between her tight nether lips. Pausing only a second to gaze at the beauty of the pussy in front of her Willow went back to lapping up the juices that drained out of Dawn before finally burrowing her tongue between the inflamed folds. While wiggling her tongue around inside of the younger girl, Willow could feel the wonderful milking sensation of the strong vagina muscles that the brunette had. She imagined for a second how wonderful those muscles felt on Xander's cock as he would pump in and out of the sexy teen. Returning to the task at hand she started fucking her tongue in and out of the grasping pussy listening to the excited gasp and moans of the other girl. Willow felt and tasted Xander's jism as it slid on her tongue making her mouth water that much more. Stopping for a second she stood up and kissed Dawn letting her young lover taste their boyfriend mixed with herself.

Dawn eagerly consumed the cum and licked around Willow's lips to clean up all traces the herself from the redhead's drenched lips.

Willow knelt again in front of the long-haired girl placing long broad tongue strokes across the inflamed sex before finally latching on the distended clit of the panting woman. Willow sucked the little bead between her lips nursing on it before worrying it with her tongue. Slipping two fingers in between the reddened lips Willow added a pumping motion along with the licking and sucking. The wonderful treatment that Dawn was receiving was quickly sending her to orgasm. When Willow hooked her fingers and pressed them against the front of her vaginal walls, finding her elusive G-spot, Dawn grabbed the older woman's head, holding her in position, with one hand while steadying herself against the sink with the other. She would've wrapped one of her legs around Willow's back but they felt like rubber. Finally reaching her peak, Dawn gave out a shriek of pleasure as her muscles squeezed down on Willow's fingers. Her juices still mingled with Xander's, dampened her short curly hair's and upper thighs as well as Willow's face. Dawn squeezed her thighs around Willow's head holding the wicked Wicca in place as she lapped the overflowing juices from her pussy. Dawn's spasms crested and started to wane as she released her hold on Willow's head. She continued to hold herself up on shaky legs as she leaned against the sink, while Willow joyfully cleaned Dawn's puffy mound. Willow stood and embraced the young woman placing feathery kisses on the brunette's flushed face.

"Mmmmm, that feels nice. Xander in the morning and Willow in the afternoon. I have such a wonderful love life."

"I'm glad you're pleased."

"I am, and now it's your turn." Taking Willow by the hand Dawn led her into the bedroom. Releasing her hand Dawn told Willow to make herself comfortable on the bed. She then proceeded to go through the drawer that Willow had placed her belongings in. Willow wasn't paying attention to the fact that Dawn was rummaging through her stuff. When she turned back around Willow's eyes got big and then a smile appeared on her lips as Dawn held up Willow's pocket rocket.

Willow blushed slightly and asked Dawn how she knew about her little friend.

"You little friend is probably what caused me to realize that I had an attraction to you beyond just being friends. Before all the SITs started moving in, I would lay in bed listening to you masturbate. At first I thought it was like an invasion of privacy but the more I listened the more aroused I became. Not long after that I would be lying in bed touching myself. Do you know how hard it is to time our orgasms? That's what I would do, lie in bed with my finger buried in my little pussy trying to come at the exact same moment as you. I was looking for some clothes to wear to impress RJ, when we were under that spell, when I found a couple of vibrators in your drawer. I figured you brought one with you over here."

"Then what's the deal with Xander?" Willow asked as Dawn crawled onto the bed.

"I had a crush on Xander from the age of 12 until 15, but he was with Anya and I was just Buffy's little sister. It's almost like you and him minus the fluke." Willow blushed at Dawn's observation. "Anyway I became attracted to you and when all of the potentials started to show up I was going to ask if you wanted to share a room. I was going to try to seduce you and have my way with you." Dawn said as she lightly plucked Willow's nipples. "Then Xander told me I was extraordinary and I became confused. I wanted you but I wanted Xander at the same time. When he asked me out, I was so excited and the fact that you was there had me almost dripping. Then we all started dancing; after Xander kissed me, then asked me to kiss you, I locked up because I thought I was dreaming. Then it happened, I got to kiss my first girl, the beautiful redhead Willow and that brings us to where we are now." Dawn drew her fingers teasingly over Willow's flushed skin, leaving a trail of Goose bumps were her fingers had passed over. Dawn watched as Willow opened and closed her legs as the tremors would race from wherever Dawn was touching her, to her sex. Dawn was becoming quite the tease. Dawn flicked back on the power to the little device and watched as shivers of anticipation ran up and down Willow's body. Placing the white sex toy against Willow's neck she ran the device up the redhead's neck then traced along her hairline around to Willow's widow's peak then down the other side brushing against her ear, causing Willow to giggle. Dawn then leaned over and kissed her girlfriend. She then ran her tongue over Willow's lips tasting herself before she slipped her tongue into Willow's mouth where they languidly kissed for few moments. When the kiss ended, Dawn pulled back and whispered to her lover, "do you know how beautiful you are?" Willow blushed at the statement and smiled in appreciation. Dawn then took the vibrator and ran it around the base of Willow's breast, watching as the nipples and breast grew in size as a new surge of blood caused the mounds to swell in arousal.

Willow could feel the moisture coating her pussy lips and thighs as Dawn worked the redheads need to a slow hot burn. Dawn ran the vibrator across Willow's flat stomach down to her pubic bone before avoiding Willow's dripping sex, to proceed down her right leg. She then nudged Willow's legs open and crawled in between them. Putting the vibrator down she reached back and started to rub the other woman's feet. Then leaning over she blew on Willow's clit as it peaked from between the red folds.

Willow wanted Dawn to speed up but she also wanted to enjoy the tease. That's why she almost flew off the bed when Dawn suddenly jammed two fingers into her pussy and latched onto her inflamed clit whipping it with her tongue.

"Ahhhhh, Dawnieeeee that. Oh fuck yessssssssss. Bite it baby."

In a half sitting position, Willow wrapped her fingers in Dawn's long brown hair and held her in position as her orgasm racked her body with powerful spasms. Willow dropped back on the bed as Dawn pulled her wet fingers from Willow still clutching core.

Dawn crawled over the redhead and started kissing her all over her face as Willow's breathing return to normal. Willow soon started kissing her back and licking the remainder of her come off the young brunette's lips. Finally Willow could speak again and she asked Dawn, "where did that come from?"

Dawn smiled mischievously, "what, you didn't like it?"

"Oh no. I loved it, but I thought you were going to tease me for a longtime, then get me off."

"I thought after last night's non event, because of our houseguest, you probably needed to get off as bad as I did. Hell, I practically raped Xander before Buffy left this morning." Willow smiled lovingly at her girlfriend then looked down at her sweaty torso before getting up and pulling Dawn to her feet. "We should take that shower you were going to take before I interrupted you. We have to go over to Buffy's to see what's new."

Twenty minutes later, after a few kisses and some groping, both women were on their way over to Buffy's.



"When did you realize that you were attracted to me?"

"I think it was like Xander was by me. I saw you grow up so when you became a woman we didn't notice because we still saw a little girl when we thought of you. But that night at the Bronze, when you were under that spell for RJ, both Xander and I were checking out this hot girl dancing with RJ and Xander said "daddy like" then you turned around and Xander freaked. I leaned over and told him, "right there with you". At that moment we were forced to see that you had not only grown up, but you're sexy as hell."

"So both of you at the same time. Well at least something good came from the whole fiasco."

"I don't think either one of us would have made a move if it hadn't been for my jealousy of you and Xander. Or your cheekiness."

Dawn paused at the front door and looked around quickly before pulling Willow against her and kissing the woman. "You love my cheekiness." Willow grabbed Dawn's ass and squeeze down on it, "you betcha."

Unbeknownst to the two girls someone had seen them kissing and was not happy about it at all.

Along about 8:00 Xander finally made his way back from work. After Xander made his way into the living room, everyone noticed that he had someone in tow.

Stepping around Xander the young woman elicited different emotions from everyone in the room from boredom and non concern to pure hatred, the hate was coming from the redhead and brunette lovers of Xander.

Xander spoke once again. "For those of you who don't know her, this is Faith; the Vampire Slayer."

Chapter 3

Jenny and eirwinrommel for letting me know that they enjoy my story and I would like to add your name to the list.

Buffy looked at Willow and frowned, "Willow what's wrong? When you got here you looked all glowie and now you look kind of sick." Will just nodded and started upstairs, Dawn started after the other woman, "I'll go see if she needs anything." Xander smiled at everyone and told Buffy he would put Faith's stuff in Willow's room. Once upstairs Xander tossed Faith's stuff in the room and headed straight for the bathroom. He knocked on the door and didn't wait for an answer before opening the door only to find Willow's face pressed against Dawn's waist crying.

"Willow what's wrong? You don't think something's going to happen between me and Faith, do you?" Xander knelt down beside Willow and took the witch's hands in his. Willow avoided his gaze while he spoke to her. "Willow, what happened between me and Faith before was all lust and hormones and it won't happen again. I love you and Dawn now."

"Then why was she with you?" Dawn asks as she continued to stroke Willow's hair. Looking down at Xander with a certain glare in her eye.

"Because I saw her walking down the street and thought, she needed a ride. We came straight here. Besides why would I want her, when I've got the two most beautiful women in the world right here with me."

Willow finally lifted her gaze to Xander and started to apologize to him, "I'm sorry Xander seeing the two of you together brought back old memories and I just got jealous is all."

"Nothing to apologize for Willow, it just shows me that you care for me." Xander then stood up and pulled the young redheaded woman to her feet before placing a tender kiss on her forehead while hugging her. Xander slid his right arm from around the young woman to place it around Dawn's waist pulling her into the hug also. The three stood their hugging one another for a few more seconds before Xander said they should get downstairs before anyone became suspicious.

Once they have tidied themselves up, they made their way downstairs where they ran into Buffy who was waiting for them. Buffy looked at Willow and could tell that the young woman had been crying but she didn't comment on it. She looked at Xander instead and started speaking to him, "Xander, Willow looks kind of tired she might be coming down with the flu or something. So why don't you take her home and make her some soup."

Xander grabbed Willow's sweater off of the coat rack and handed it to her. The three lovers all started for the door when Buffy stopped them.

"Dawn you stay here tonight, I would like to discuss some stuff with you. Also if Willow's sick, I don't want you to catch what she's got. I'll see you guys tomorrow, " Buffy said to Xander and Willow. Buffy then took her sister's hand and practically dragged the young brunette woman into the kitchen.

Once they were in the kitchen Buffy turned around and stared at her sister. Finally when she was ready and had thought about what she wanted to ask and say she said it, "I know what's going on. I had a suspicion about it the other day but after seeing what I just saw, my suspicions were confirmed."

Dawn became increasingly nervous over Buffy's demeanor, she was almost hard and calculating, this attitude was frightening Dawn and she was afraid for herself and her lovers. "Buffy, it's not how you think it is."

"I know exactly how it is. Xander and Willow are in love with one another and they're afraid to let everyone know."

Dawn stared blankly at her sister for a few more seconds before she could finally speak since her sister had only gotten part of the equation. "That's absolutely right. They love one another and they don't want anyone else to know. How did you figure it out?"

"I've been picking up on little things here lately and what cinched it was Willow's reaction to Faith. She did it once before when she found out about Xander and Faith having slept together. All I want to know is why she didn't want to tell me. Was it because she thought that I would say that her and Tara were just a result of college exploration and not love, because she's with Xander again?"

"Yes that's it." Dawn said finally relieved that Buffy was still somewhat clueless to the things going on around her.

Buffy went to the refrigerator and got her and Dawn something to drink. Walking back to the center island, she handed Dawn a carton of juice. "She should know better than that, I know how much she loved Tara, and I never thought that their relationship was just a result of college experimentation. I think the alone time will help them work out the Faith problem, so you'll stay here tonight and I'll take the potentials out on patrol."

Dawn nodded her consent and sat on the stool as Buffy went and got the potentials, along with Faith, to go on patrol. After everyone except for Giles and Anya had cleared out, Dawn went up to Buffy's room and called Xander's apartment. She told Xander what Buffy thought and that she would be staying over there that night. After their brief conversation Dawn went into the living room and started looking through some of the books in order to pass the time of day.

Meanwhile across town

Xander had told Willow what the situation with Buffy and Dawn was. Xander then decided to use the time he had alone with Willow to do something special for her. Xander told Willow to go into the bathroom and run a bath for herself. Willow went to the bathroom while Xander went in the kitchen and grabbed a bottle of wine and two glasses. When Xander got to the bathroom he handed one of the glasses to Willow and poured her a glass of wine and told her to relax while he did some prep work. Moving quickly to the cabinet under the sink, Xander quickly grabbed a half-dozen scented candles and placed them around the bathroom and tub. He lit the candles and turned the lights down.

"I know it lacks the surprise aspect where you would come in and go, " ahhh, for me?" But we'll just have to make do."

Willow smiled at the sweet gesture as Xander moved toward her and started taking off her clothes. Unbuttoning her blouse he lifted it off her shoulders and let it drop to the floor. Next he undid her pants and slid them down her toned thighs as she placed a hand on his shoulder for balance while she lifted her right and left foot in turn to step out of her pants. When she was out of her pants Xander hooked his fingers in the waistband of her panties and pulled them over her narrow hips revealing the red curls that fanned out above her sex. Standing Xander unhooked the front clasp on her bra before dropping it to the floor. Xander then held his hand out to Willow and helped her into the tub where she sat down in the warm soothing waters that came up to her waist.

Xander then retrieved the bottle of wine and the two glasses and placed them on the edge of the tub within reach of Willow. He handed Willow's glass back to her and refreshed the glass before quickly slipping out of his clothes. Xander then climbed in the tub taking a position behind Willow. Once he was settled in and Willow was sitting between his legs, he pulled the redhead back so she could lay against his chest.

Willow had checked Xander's body out, before he climbed in the tub with her, and she had to admit that he had quite a nice physique but still her primary sexual orientation wouldn't have been attracted to him if he hadn't been Xander. They had a special bond that they shared with one another that went beyond gender, making the sex that they had as well as the attraction and love that they shared something quite special. Right now what they were sharing was a bath. Willow sipped on her wine while Xander grabbed the body wash and the loofah. Applying a generous portion of body wash Xander started on Willow's left arm since it wasn't holding the glass. After she changed hands Xander started working on her right arm. Willow was enjoined the attention that she was receiving from her lover, she loved to have him touch her intimately without lust being a big factor, thus strengthening the friendship bond that they shared.

What Willow was feeling was what Xander had set out for, to show Willow that she was not just some sex partner in a menage a trois, but an individual that he cared for. Hopefully putting to rest any doubts that she had concerning Faith or any other girl for that matter, outside of Dawn.

Rinsing off her arms, Xander had Willow lean forward so he could scrub her back. Xander let the loofah drop into the water as he started to rub Willow's back with his strong hands. Xander rubbed her back noting that there were no blemishes marring her smooth skin. "You have such beautiful alabaster skin," Xander said to her as he continued to rub her shoulders, paying special attention to rub along her spine. He did see the blush that spread around Willow's neck, disappearing into her hairline. "There's no reason to blush Willow you're a beautiful woman." Finishing with her back Xander pulled her back into a reclining position against his chest. As they sat there leaning against one another Xander had some of the wine that Willow had already been enjoying. After a couple of minutes Xander started to work on Willow's front, once again he lathered up the loofah and started rubbing it across Willow's body, washing away the days troubles. Although it wasn't meant to arouse, Xander's touch did have an effect on the young woman. As Xander ran the loofah over Willow's breast, he could feel the muscles in her stomach ripple underneath were his free hand lay.

Willow leaned back, letting her head rest against Xander's shoulder, closing her eyes as the desire started a slow burn between her legs.

Xander just used his hands to rinse Willow off, noticing how stiff her nipples had become as his hands brushed across them, rinsing away the lather. Pressing his lips against her shoulder he kissed her there before leaning back to enjoy the feel of her resting against him like she was.

Xander could feel the water starting to cool off so he turned the facet back on, warming the water up. Having her lean forward Xander maneuvered around so he could sit in front of her to work on her legs. Xander searched around in the water for a few seconds before he found the loofah. The loofah in hands, Xander now started working on Willow's legs. He lifted her left leg out of the water and scrub up and down it, while her foot rested on his chest. Finishing her left leg Xander started on her right, he ran his bare hand up her calf to her knee were he massaged her upper calf for a second.

"You know that's the only downside of having a lover or two."

"What's that Will?"

"I have to shave my legs more often," Willow said smiling at him.

Xander gave Willow a lopsided grin before he started to rub her feet. Willow thought the only way this could be more perfect than what it is now, would be for Dawn to be there sitting behind her with her arms wrapped around her, while Xander continued to rub her feet.

Since they had been in the tub so long, their skin had started to prune up. Xander turned on the showerhead and pulled Willow to her feet where they rinsed off before stepping out of the tub. Xander dried himself off and was going to dry Willow off, but didn't get a chance to, since she had already done it for herself. Xander blew out the candles before he scooped up a mildly startled Willow and carried her to the bedroom.

Xander placed Willow on the bed before he crawled into the bed, and lay down beside her, pulling the cover-up over both of them. Willow lay with one leg draped across Xander's legs and her head on his chest as Xander wrapped his arms around Willow's body holding her protectively against him. Both Xander and Willow were happy as their evening alone had been well spent, restrengthening the bond between them.

"I love you Willow."

"I know Xander, I know."

Then Xander and Willow settled into a comfortable sleep.

The next morning Xander was awakened by a wet warm sensation around his balls before that sensation moved to his dick. When he was awake enough for his brain to say, "something good is happening, open your eyes," he obeyed his brain and opened his eyes to see Willow's red hair obscuring the view, but not the sensation of what her mouth was doing to his cock.

"Good morning," he said sleepily rubbing his eyes.

Willow stopped what she was doing and flipped her hair over her shoulder before responding, "good morning yourself."

"You don't have to do that Willow."

"I know. I woke up because I had to go to the bathroom and when I came back, I noticed you had a morning hard on. It was something I had read about but only got to see once when I was dating Oz. So I decided to pay you back for the wonderful evening that you gave me by just holding me." A look of embarrassment passed across her face as she looked into Xander's eyes. "You may have to give me pointers I've only done, well this kind, of oral sex a few times so I may not be so good at it. If I'm doing something wrong just let me know, OK?"

"What I've felt so far was of the good."

Willow ran her tongue around the head of Xander's dick before taking it back into her mouth and bobbing her head up and down a few times. Then it happened and he let Willow know, "teeth, teeth."

Willow looked at him abashedly as she said, "sorry."

"That's all right. How about twisting around so I can have a taste of that wonderful pussy." Willow maneuvered around until her wet cunt was above Xander's mouth.

Xander wrapped his arms around Willow's legs and pulled the lips on her wet mound apart. He then ran his tongue across her slit from Willow's distended clit to her hole before burying his tongue as far as it would go.

Willow moaned around Xander's dick, excitement causing Xander to pump his hips pushing himself further into his best friend's mouth. Xander continued to lick up all of Willow's juices as he enjoyed bringing his friend pleasure as well as he enjoyed her mouth around his manhood.

Willow kept one of her hands wrapped around Xander's shaft pumping up and down in time with her mouth as she licked, sucked and kissed Xander's hard on. She used her other hand to massage his swollen balls. She could feel the tightening of his scrotum as his excitement grew. Willow continued to lick and swirl her tongue around Xander's dick, causing him to forget Willow's pussy, scant inches from his face. Willow didn't mind as she was relishing the chance to do something she had only done a couple of times before, this time for someone she cared deeply for. She worked Xander closer to his impending explosion. Willow thought about something she had read back when she was seeing Oz, that involved her finger and his prostate, she decided to see if it would work. Wetting her finger Willow pressed it against Xander's anus until it popped in.

Xander groaned at the welcomed invasion, as he reached his maximum pleasure threshold and came with a strangled gurgle. He was surprised that Willow pushed her finger up his ass and she was surprised as the jets of cum flooded her mouth a few seconds later.

Spurred by the speed and intensity of the moment Willow started swallowing Xander's seed not paying attention to whether she did or didn't mind the taste.

With one final small thrust Xander's head flopped limply on the bed as Willow cleaned the remains of his orgasm off of his waning erection.

Willow lay on Xander looking at his soft cock and balls, checking out the other sexes sex, since any time before, when she had seen one, there was the urgency of fondling and fucking that got in the way of exploration. She moved it around, stroked it and occasionally kissed it. Xander didn't say anything to her, he just let her explore.

Xander lifted his head again and swiped his tongue across Willow's joy button. Willow shuddered and arched her hips downward to bring her pussy closer to Xander's mouth. Xander lapped at his friends pussy, like a thirsty dog lapping water out of a bowl, and Willow's pussy almost matched that simile, as her pussy was soaked. Something that Xander's face and tongue could attest to.

Willow sat up and started to pinch her hard nipples. As she started to thrust her hips, she was treated to a double pleasure. When Xander licked her clit, her thrust would then cause her clit to bump his chin as his tongue would separate her red folds to scoop out her tasty juice.

Xander thrilled Willow with his tongue as he started to nibble at her clit with his lips and occasionally with his teeth. A new gush of her honey coated his tongue as a mini orgasm rippled through her lower body. "Ummmmm, Xander that was nice."

"Nice?" He asked as Willow crawled off his body and lay down beside him.

"Yeah, it was sweet," Willow smiled brightly at him.

Xander jumped up to his knees and moved to a laying position between Willow's thighs. "I'll show you sweet," Xander barked out as he attacked her clit causing her to arch up off the bed screaming his name.

Xander sucked away at her rearoused pussy, enjoying the new flow of juice. Xander then plunged his index and middle fingers into her tight pussy, he felt around for the dime size spot on the front wall of her wet sex and once he found it, started to rub it whilst sucking her clit. For the next few minutes Xander felt as if you're trying to ride a bucking Bronco at the rodeo.

"Ohhhhhh, Xander!!! What the fuck? Oh that feels so fucking good. Fuck me Xander, fuck meeeeee!" She shrieked out as her orgasm wracked her body.

Xander held on for life as Willow wrapped her hands in his hair and pressed her mound against his soaked face. When Willow's orgasm started she bucked and moved and screamed for a good minute. When she was done, her body lost all cohesion as she slipped into an exhausted slumber.

Xander pulled the sheets over the both of them as he settled in behind Willow in the spoon position, wrapping his arm around her. "How sweet was that?" Xander smiled to himself as he dozed off.

Three hours later Xander had his arm around Willow's shoulder as they sat on the sofa waiting for the dryer to finish its cycle.

"Xander, where did you learn to do those wonderful things to a girl?" Willow turned her head to look at him.

"I may not have been born with the equipment, but I had an excellent instructor for how to use it."

"Anya? So that's why she said you're a Viking in the sack."

"Well that and a couple of other things."

"Like what?" Willow asked excitedly.

"I'll show you the things that you can do, so you can do them to Dawn also. But there are some things you lack the equipment to do with."

"Come on Xander, tell me?" Willow started to pout.

"Willow, don't ask the magician how he does the tricks, just sit back and enjoyed it." He gave her his lopsided grin.

Willow reached between his splayed legs and rubbed his flaccid dick, causing it to uncoil as it started to wake up. When it was completely hard, Willow gave Xander a naughty smile and said, "so far I've enjoyed the show. Want to start on the next act?"

Xander groaned a yes to her as she squeezed down on his cock.

"Too bad Dawn's not here to share in the fun."

Will had just undone the top button of her blouse when they heard the key slip into the lock. Releasing her hold on Xander they split apart out of habit.

Dawn, Kennedy and Faith came into the apartment, Dawn looking not too happy about the two tag alongs she had. Xander and Willow knew that Dawn wished she was by herself so the three of them could have some intimate alone time.

Both Dawn and Kennedy made a move to sit on the sofa, in the open position that was beside Willow. Willow and Xander watched the two women as they almost faced off over sitting beside Willow. The peace that had been prevalent that morning was getting ready to be a distant memory, not because of the two young women wanting to sit beside Willow, but by an observation from the Slayer.

Kennedy had seen the kissed between Dawn and Willow and she was jealous of the other brunette woman. What she didn't know was that Xander and Willow were also involved, an oversight that Faith was getting ready to point out.

Faith looked around the room for few seconds trying to place the smell that was wafting both from the bedroom and laundry basket that was sitting on top of the washing machine in the utility closet. Staring wide-eyed at Xander and Willow, Faith was surprised as the realization hit her that the confirmed lesbian, Willow, was once again involved with a man.

"Damn Red, I thought you had quit driving stick?" Faith looked at the two lovers and smirked at them.

Willow and Xander sat and looked at the young Slayer in stunned silence. Dawn looked at her two lovers, as they sat staring at Faith, and smiled at them.

Kennedy looked at her mentor and asked, "what does that mean?"

"It means that the last time I was here in SunnyD, Red over there was playing exclusively for the women's team. Now she ain't."

Kennedy got visibly upset as she disagreed with the other woman's observation. "That's not true. She still only dates women I saw her the other night kissing her." She finished up angrily pointing at Dawn.

Faith ignored that remark assuming that the kiss Kennedy saw was a sisterly thing. "Yeah, what ever, but just this a.m. those two were all groiny. Take a whiff of the air, you can still smell it and it smells like sex." Faith said as she casually pointed at the aforementioned two.

Kennedy stepped around the coffee table and stood defiantly as she locked eyes with Faith. "That's not true, so quit saying that."

Ignoring Kennedy for the moment, Faith looked at Xander and started to question the former Zeppo. "So X-man, you must be awful good to get Red here to play for your team again."

Kennedy once again stepped closer to the other woman and practically shouted, "Stop saying that. She does not have sex with guys."

Faith rolled her eyes at the other woman. "And I'm telling you I can smell sex in the air. And since they were the only two here last night, that means that his cock was in her body at some point."

Kennedy had reached her boiling point, already jealous over Dawn and Willow she was more than pissed off now that Faith actually had the nerve to say that Willow would sink low enough to have sex with men again. Her anger unabated she slapped the other woman screaming at her, "Stop Saying That You Fucking Slut.

Faith didn't think, she reacted as she backhanded Kennedy knocking her to the floor. Kennedy jumped to her feet and jumped at the other woman throwing both of them off balance. As they landed on the floor what had started as a bitch slapping contest was quickly turning into a catfight as the two women rolled around on the floor actually scratching one another and pulling each other's hair.

Dawn had finally sat down the side of Willow, as the three occupants of the sofa watched the other two women fight. Dawn leaned over and spoke to her boyfriend and girlfriend, "I don't want to sound like a ho or anything, but am I the only one that's getting turned on by this?"

Xander looked at his young brunette vixen before nodding his head in confirmation that he was also getting turned on by the scene in front of them. Willow glared daggers at the other two on the sofa. The three of them stop looking at one another when they heard Faith speak again.

"You spoiled bitch, what you need is a damn good spanking." Using her superior strength, Faith maneuver herself and the other girl around so that she was in a sitting position on the floor and her left-hand was holding both hands of the other girl out away from her body. Kennedy's upper torso lay on the floor, her hips were laying across Faith's left leg elevating her ass. Faith's right leg was across the back of the other girl's legs keeping them in position.

The three observers on the sofa watched in wonder as Faith drew her right-hand back and brought it forward into contact with Kennedy's ass with a resounding smacking noise. After ten of these Faith's anger had dissipated enough for her to notice that the protest and whining coming from Kennedy had stopped. What she was now hearing was a little gasp every time her hand came in contact with the other woman's ass. She also noticed the way Kennedy was wiggling her hips, not trying to get away but seeking, satisfaction.

"You little bitch, this is turning you on isn't it? Did all those lonely nights at the boarding school turn into spanking sessions, that wound up with a bunch of girls licking each other's pussy's?" An amused Faith asked as she smacked the girl's ass once again.

Kennedy moaned her response, "no you bitch, and when I get loose I'm going to kick your ass."

"Oh really?" Faith asked as she brought her hand down again just a little bit harder. This time instead of bringing her hand back up for another swing she rubbed it across the other girl's ass, before snaking her hand between Kennedy's clinching thighs, cupping her pussy through her jeans as she released Kennedy's hands.

Kennedy moaned under Faith's ministrations. Kennedy was mewling and squeezing her legs together when she slid her own hand between her thighs to hold Faith's hand in place. It had been a couple of months for both of the girls and they were not used to going without. The three sitting on the sofa goggled at the scene that was unfolding in front of them. Dawn was being affected the most, possibly because she was made from Buffy and the slaying increases the hunger and the horniness. Standing up she moved in front of Xander and started to undo his belt. Xander only offered token resistance. Once she had his pants undone and down to his knees, she turned around and noticed she had an audience.

Kennedy was looking over her shoulder at the young brunette who had just pop the top snap on her pants, Willow sat looking angrily at her lover's, that seemed to be lacking any modesty. Faith was not only surprised that the Scooby's, those bastions of goodness, would drop their drawers and get their freak on in front of someone else. As well as the now obvious fact that Xander was fucking the witch and Dawn as well. "What would Buffy think", she thought to herself.

Her concentration was broken as she looked between Dawn's thighs and saw something she had not seen live for the past three years. "Xander, now I know why Willow has switched back to your team. That thing looks like it grew a couple of inches since the last time I saw it. I think you need to bring that big bastard over here and introduce Kennedy and myself to it."

That statement was followed by a resounding no from the four other occupants of the room.

"Geez, overreact why don't cha," she said rolling her eyes.

"I don't want a nasty penis in me," Kennedy said somewhat disgusted.

"Babe, I used to drive stick exclusively, until my stint in the joint. Now male or female, I don't care, it's all about the fun."

"Be that as it may Faith. My dick as well as my other parts are only shared with these two beautiful women." Xander turned his head to kiss the smiling Willow.

Dawn finished pulling her pants down along with her panties and sat down in Xander's lap, guiding his hard dick into her depths. When she had settled down as far as she could go, she looked at the dark Slayer and with a look of spite on her face she told Faith, "he shares with us so good too."

Willow finally came on board as she was proud of her girlfriend's assertiveness and Xander's loyalty. She dropped her knees in front of the brunette, who was bouncing up and down gleefully on Xander's hard on, and licked along Xander's dick and across Dawn's clit.

Dawn squealed in excitement when Willow did that.

Faith glared at the younger brunette woman as her pussy throbbed with longing. Although she enjoyed the company of women, she missed the thrill of a man in between her legs pounding away. She thought for a moment about waiting until Xander was alone and trying to seduce him. After all he was a guy and she could be very tempting. But if what Buffy had told her was true, she didn't want to get caught between Xander and Willow or should she say in front of an angry Willow. Kennedy's writhing brought her out of her fantasy about Xander.

Smacking Kennedy on the ass again the Slayer said, "babycakes, you have way too many clothes on. Stand up and we'll take care of the problem."

Kennedy stood up but pushed Faith's hands away from her jeans. "Not here," she told the Slayer.

Faith was getting annoyed, "what the fuck? You can have sex in a roomful of girls a couple of years ago and now you're all shy."

"It's not that. There's a guy in the room."

"He doesn't care," Faith said exasperated.

Kennedy looked over at Xander and noticed that he indeed didn't care. He had worked both hands under Dawn's shirt and she could see Xander's hands moving around under the tight shirt as he rubbed Dawn's breast. His eyes were closed and he was in obvious rapture as Dawn fucked him and Willow continued to lick the both of them.

Kennedy shrugged her shoulders and undid the snaps on her jeans. With Faith's help, she worked her jeans over her hips. She then hooked her fingers in the waistband of her dark-blue bikini panties and slid them down her short but toned legs. She stood there treating Faith to a view of her smooth pussy with a neatly trimmed V of hair starting just above the point were her slit began.

Faith smiled up at her and said, "nice", as she traced the V with her thumb. Faith also watched as her, larger than normal, clit appeared from its hiding place among the glistening folds of Kennedy's pussy. Faith smirked at Kennedy as she looked at the excited bead of flesh. "I bet this thing is very sensitive," Faith breathed heavily as she flicked her finger across the clit. She watched Kennedy shudder, then she ran her index finger across the other girl's labia to scoop up a dollop of come that had formed there. Faith smiled around her finger as she licked Kennedy's juices from it. She pulled Kennedy's legs at the knees, causing the potential to tumble backwards landing on her butt in a spread eagle position. Diving in between Kennedy's knees Faith attacked the other girl's pussy with gusto.

Kennedy locked her legs around Faith's head as she commenced thrusting against her tongue. Groaning with pleasure, Kennedy said offhandedly, "I, mmmmm, wish you had a dildo."

Without breaking stride, Dawn said, "in my bag."

Xander gave Dawn's nipples a little pinch, this combined with Willow's ministrations caused the young brunette girl to pop, and he felt her pussy spasm around his cock as she came.

Willow lifted her head from Dawn's pussy and asked, "what's in the bag?"

"The dildo," Dawn replied as she leaned her head back onto Xander's shoulder, while he continued to pump lazily in and out of Dawn.

Willow opened the bag and found the six inch, white vibrator and removed it from the bag. "You want me to use this on you?" Willow ask, having not heard that Kennedy was the one who had asked for it.

"No, Kennedy wanted it," Dawn told Willow before turning her head and kissing the corner of Xander's mouth.

Willow moved to where the two women lay. She went to hand the vibrator to Faith, when she noticed the neatly shaped V above Kennedy's pussy. And when Faith moved her head out of the way, she saw the eraser sized clit below. Curiosity got the better of her and she moved closer to get a better look.

Out of her peripheral vision, Faith saw the witch as she tried to get a better look. Faith moved aside for Willow to see all that Kennedy had to offer.

Willow blushed as she realized what she was doing. Kennedy had looked up to see why Faith had stopped. When she saw Willow checking her out, her breath caught in her throat.

"Go ahead red, touch her, you want to and she definitely wants you to."

Willow looked over her shoulder, she felt ashamed that she had gotten jealous over Faith. Yet here she was wanting to touch the other girl to see of her clit was as sensitive as it looked.

Dawn slipped from Xander's lap, causing his hard cock to slap against his stomach, and knelt beside her girlfriend. "It's OK baby, if you want to, go ahead." Dawn finished by giving her a peck on the cheek.

She looked at Xander as he absentmindedly stroked his dick, Xander only smiled at her and nodded his head.

Having gotten the OK from her lovers, Willow responded to the others unanswered question. "Just this once, no other times." Looking at Dawn, she spoke to her youngest lover, "just this once."

Dawn smiled knowingly and took Willow's hand in hers. Looking at Faith, she smiled at her sister's counterpart before speaking, "Faith, just this once."

A huge grin spread across her face as she realized what was being offered. "Are you sure?"

Two nods from the other two women ended the three-year drought. Faith ripped off her clothes so fast it was scary to see, as pieces of her panties, bra, shirt and jeans went flying. Sans clothes, she dropped to her hands and knees, looked over her shoulders at the stunned Xander and said, "what the fuck are you waiting on boytoy, get over here and ram that big cock home." She finished up by wiggling her ass at him.

Xander kneeled behind the younger Slayer and without checking to see of she was lubricated or asking if she was ready, he nestled his cock between her lips, grabbed her hips and ran his cock into her balls deep.

"Ghaaaaah," Faith screamed out.

"Want me to stop?" Xander asked as he leaned over her back, whispering in her ear and tweaking her nipples for good measure.

"If you do, you really are going to be one of the girls," Faith snarled at him.

Xander retook his position behind Faith. Pulling his cock back until the head was just inside the mouth of Faith's pussy, he wiggled his hips from side to side, allowing the muscles at the base of her pussy to squeeze down on it.

Faith shot a warning glare over her shoulder at Xander's delay.

Grabbing a hold of Faith's hips Xander once again slammed his dick into the brunette Slayer. Without delay he pulled back and slammed into her again. Setting up a brutal pace, Xander started to fuck the woman harder than he had fucked anyone before. Having established the fast brutal rhythm, it wasn't long before a fine sheen of sweat appeared on his body. Drops of moisture ran together to form little beads that worked their way down his body to be intermingled with the sweat that had formed on Faith's ass and upper thighs. He listened to Faith has she screamed out obscenities while he pumped away at her tight snatch. He especially enjoyed when she let out little moans, that almost sounded like a yipping noise, every time on an especially hard thrust his balls would slap against her clit.

With her tits swinging below her Xander reached forward with his left hand and grabbed her dark brown hair, causing her to cry out as he pulled back. Xander knew that this was the only time he could have power over the Slayer, and not because he wanted it but because she needed it. He knew that Faith needed to be desired animalisticly, because she wasn't just horny she was in heat. Not wanting to be fucked but needing to be fucked and fucked hard. And Xander was providing just that. He took it up another notch when he brought his left-hand back and slapped her left ass cheek.

Faith looked over her shoulder at Xander as if she was getting ready to jump up and kick his ass. Xander just sneered at her and said, "don't you look at me that way. You love the way I fuck you." To prove his point Xander drew his left-hand back again and smacked it again.

Yelling over her shoulder Faith said, "if you do that again, I'm going to beat the fuck out of you." Despite her protest Faith only rammed back against Xander's hips fucking him as hard as he fucked her.

And that was the game, whether or not he would back off or whether she would beat him.

Xander locked eyes with the woman, wrapped his hands around her slick waist and said to her, "don't mouth off to me. I'll take this dick and put it in someone else and fuck them good."

It had been so long since anything other than fingers and tongues had been inside of her, that Faith knew that this was going to be a gigantic orgasm and for the briefest of seconds the thought of him taking his dick away worried her. That's all it took.

Xander saw the shift in her look and he knew he had won. Drawing his right hand back, while still locking eyes with Faith, he brought his hand down fast and at the last-second leaned forward and reached under the panting woman and captured her hard clit between his fingers and grabbing at just hard enough to send Faith over the edge.

"Xandeeeeeeeeer, yeeees, fuck me, fuck me so gooooooood," Faith screamed out before her eyes rolled back in her head and her pussy clamped down on Xander's shaft.

Xander had experienced it once before when Faith had taken his virginity, although not as strong as this time around, it was the most powerful sensation to feel the warm, wet velvet clamp the Slayer's sex became when she was having an orgasm. Xander's breathing became labored as his balls drew up and he exploded inside of the young woman. Holding his self flush with her hips as torrents of cum bathed the walls of her pussy. After the last spurt left his dick and the blood started to leave his groin Xander pulled out of the satiated woman and worked his way back over to the couch where he sat down in a slump, trying to catch his breath.

Faith missed his dick almost immediately even though she was quite satisfied. Climbing lazily to her feet she walked over to the sofa where she kissed Xander softly on the lips before laying down on the sofa and resting her head on his thigh.

Both Xander and Faith looked at the other three occupants of the room who had not moved since they had begun, because they had been too busy watching the spectacle that they had just witnessed.

Dawn's thoughts centered around how much she would love to be fucked like that sometime in the future, when she had more experience and control over her body. She knew though, that she never would because hard fucking like that would leave her sore for a couple of days. She knew that Faith would be sore for the next couple of hours, but her Slayer healing would take care of the ache that other women would feel for much longer, in those few hours.

Willow was likewise glad that she wasn't on the receiving end of that sex romp. She hadn't even then anything for the past few hours and she can feel the sympathy aches between her legs. Still, she was glad that the other woman was satisfied and that she was able to help facilitate it without a massive jealousy attack.

Kennedy sat in shock at what she had just seen. The raw animalistic desire, the sweaty undulating bodies, the intense orgasms that followed and for the life of her, she couldn't figure out why anyone would want to do that with a man. And although she didn't hate men, she knew now that she would never ever have sex with one because that looked so gross to her. Trying to forget the horrible scene she had just witnessed she turned her attention back to the beautiful redhead sitting beside her. Reaching out, she brushed her hand along Willow's arm ever so lightly to get her attention.

Willow turned her head to the woman laid out before her and took in the site of the SIT, as she lay there in her shirt with no pants or panties on and the look of admiration plastered on her face. Turning the vibrator on, Willow ran the white device over Kennedy stiff nipples as they poked out her bra and shirt, causing shivery delicious tingles to course up and down Kennedy's body. Willow ran the vibrator down Kennedy's belly and over her right hip before slipping and down between Kennedy's thighs. Kennedy parted her legs to make room for Willow's touch. Willow ran the dildo up Kennedy's thigh across the crack of her ass and through the trail of pussy juice, that had started to seep from the other girls moist lips, to her other thigh.

Kennedy wasn't ashamed to show her desire for the other woman to she lifted her hips up to try to get Willow to touch her inflamed sex when she had brought the dildo so close to her frustrated entrance.

Willow smiled at the other girls impatience and leaned down to blow lightly across the red distended pearl of flesh, as it waited for attention.

"Please," Kennedy begged Willow as she once again lifted her hips off the floor hoping that the other girl would touch her.

Willow climbed between Kennedy's outstretched legs and watched as Kennedy's breathing picked up to a phenomenal rate, when she realized, that this was it, what she had been dreaming of since she had come to Sunnydale.

Willow flicked her tongue out of her mouth and ran the edge of it across Kennedy's large clit before swirling the tip around the button and sucking it into her mouth gently.

Kennedy had been building this moment up in her mind for so long that that's all it took, one simple swipe and swirl of Willow's tongue was enough to trigger the other girl's orgasm. It started off with a high pitch purring noise and ended up with her growling through her clenched teeth. She had closed her legs around Willow's head and she came squeezing down on her own breast as Willow was treated to a small gush of cum that soak the other girl's labia.

Once her head had been released, Willow leaned back on her heels and looked down on Kennedy and she smiled back at her. Rubbing the other girls legs she said, "I was right, your nub is very sensitive."

"Yes it is. Only more so because it was you and I've been wanting you to do that for months now. Your turn." Kennedy sat up and pushed Willow back so that she was laying on the floor in front of her. Kennedy pushed Willow skirt up above her waist before reaching to grab hold and remove the red panties that Willow was wearing. Will lifted her rear end off the floor to help the young woman. Once her panties were off Kennedy started to kiss Willow's right leg as she licked and teased her way up the calf to the knee before stopping and turning to look at Dawn. "Dawn, how about helping me to please your beautiful girlfriend?"

"I would be more than happy to." Dawn said as she gave the other girl a one million watt smile.

Willow spread her legs wider to accommodate both of the women now laying between her thighs. And she was rather excited at the prospect of having two female lovers at one time. It was something that she had thought about a couple of times before Tara had been taken away from her. She never brought it up because she was so in love with Tara she in no way wanted her girlfriend to think that she wasn't enough. She was fortunate enough now to have a girlfriend that not only shared her with another woman, for the moment, but with a man also. Her mind drifted back to the sensations the two women were bringing to her as they had reached the apex of her legs.

All of Willow's senses were on fire as the two girls took turns lapping at Willow's wet pussy. She loved Dawn more than she could say, but Kennedy had something that Dawn didn't have; experience. Although she knew there would not be a repeat of today, she was enjoying Kennedy's advance knowledge on how to please another woman. Not that she wasn't pleased with Dawn, for she knew that her and her girlfriend would spend many hours improving the Key's skill level.

It was first one licking gently and expertly at the damp folds between her legs and another licking a little rougher and nibbling a little bit harder at her excited clit, giving her pussy the "good cop, bad cop" of cunnilingus. It was quite a heady experience feeling the two different styles at the same time. And those licks, nibbles and probings pushed her closer and closer to her third orgasm of the morning.

"How does it feel?" Willow heard Xander ask as she opened her eyes to see him kneeling at the top of her head as he leaned over to look into her green eyes. Willow closed her eyes and whispered to him, "fantastic." Willow then felt Xander undo the buttons on her blouse then release the front catch on her bra exposing her breast to the cool air of the room. Feeling Xander take her stiff nipples between his fingers, as he started to tweak them, along with the two women working on her pussy finally sent her over the edge.

Xander was kissing Willow when the orgasm erupted from her body she was screaming into his mouth is the wonderful contractions squaze down on whoever's tongue was currently planted between her swollen pussy lips while it wiggled around creating more friction. She was treated to another jolt when the other persons' tongue pressed against her angry clit flicking it back and forth as wave after wave of pleasure and pain coursed through her body.

Willow lay on the floor for a few moments regaining her composure and basking in the afterglow of her triple lover treat. When she was ready she sat up and looked around the room noticing the Kennedy was absent. "Where's Kennedy? And when did you get dressed Xander?" Willow climbed to her feet with a perplexed look on her face.

"Faith remembered the reason that she had come over this morning, Buffy wants us to come over at lunchtime. So while you and the girls were busy I took a shower. Faith grabbed one after me, she's trying to find some of my clothes to wear since she tore hers up. Kennedy's in the shower right now."

"Where's Dawn?"

"I'm right here," Dawn said as she walked back into the living room from the kitchen area, still naked, holding a sandwich. "I got hungry, all this sex works up an appetite. Want a bite?" Dawn then stretched her hand out offering the sandwich to Willow.

Willow shook her head no, just as she noticed Faith coming out of the bedroom wearing a pair of Xander's jeans and a white T-shirt. The jeans were too big and you could see, her still aroused, brown nipples since she had no bra on.

"Don't say anything, it's the only thing that fits. The only thing the two of you had here that would fit was one of your skirt's Red. And unless it says mini in front of it, I ain't going to wear it."

Just then the phone rang.

"I bet it's B."

Xander checked the caller ID and it was Buffy's number. "Hello Buffy."

"No we got held up."

"Well if you must know we were all having sex together."

"Why do you care if Dawn's in the other room or listening."

"OK I won't say things like that in front of Dawn. I'll just wait till she says it in front of me."

"OK, OK, I'll stop now. We'll be there in a little bit."

Turning back to face the three women he saw looks of shock on his girlfriends' faces and one dark hair Slayer covering her mouth to keep from laughing out loud. "Dawn you're right, your sister is pretty thick."

"Damn X-Man, you got a death wish or something?" Faith asked the young construction worker.

"No, just paying Dawnie back for the other day." He said smiling at his young brunette girlfriend. "You two need to get cleaned up, Buffy wants us over at the house. And try to keep the groping down to a minimum we're on a schedule here."

"Speaking of groping," Faith said just before she stepped over to the redhead college student. "Thanks for sharing with me Red," Faith said just before sliding her left hand through Willow's hair pulling the girl into a searing French kiss. Willow was shocked by the kiss but she was more shocked when Faith worked her hand under her skirt and slid a finger into her still moist sex before breaking the kiss. Stepping back she slid the finger into her mouth sucking the juice off of it.

Willow stared at Faith blankly as the dark haired beauty slid the finger out of her mouth with a pop.

Dawn stamped her foot in anger and stepped up very close to the other girl in response to Faith taking liberties with her girlfriend, "HEY!!!!"

"Sorry girlfriend, I forgot." Faith said apologetically to Dawn before capturing her head the same way she had caught Willow's. "He's your boyfriend too. Thanks for sharing," she once again stated before kissing Dawn as passionately as she had kissed Willow. And a couple seconds later she stood a couple of feet away from Dawn with another finger in her mouth. "Mmmmm, like chocolate cake and devil's food cake, the same but not the same. Know what I mean X-Man?"

Xander answered yes he did as he ushered the stunned girls into the bathroom so they could clean up.

A little while later in Xander's car

//That girl just oozes sex doesn't she?\\

//Yes she does. Now you see why I slept with her the first time.\\

//Yes I can. Just no more right?\\

//Willow sometimes you can be annoying but at least you are consistent.\\


//That's why we love you. Right Dawn?\\

//that's right.\\

The rest of the trip to Buffy's house was in loving silence.

Upon reaching the house Faith went inside and straight up stairs to change the clothes she had borrowed from Xander. Meanwhile Kennedy took a couple of seconds to thank the trio for letting her participate in today's activities. She was sad that she wouldn't get a repeat with Willow but she felt she may have found someone to take her place. She raced inside to change into her work out clothes.

Willow, Dawn and Xander brought up the rear and made their way into the house.

"About time you finally got here. And why was Faith wearing Xander's clothes?"

"She spilled something on hers. So what's the deal Buff?"

And with that question Buffy explained what was new on the battlefront. What evil had reared its ugly head. And what death and destruction was going to be visited upon them. All of which we won't get into because this is a sex story.

Chapter 4

It was late in the afternoon when Dawn came home. She proceeded to the kitchen where she spotted the note that Xander had left for her posted on the refrigerator door. After reading the note she smiled to herself before she opened a refrigerator door to make herself something to eat. After she was finished eating, she retired to the bedroom that she shared with Xander and Willow.

Entering the room she looked around noticing that the room was beginning to feel more homey, now that she and Willow had brought a few of their personal items and placed them around the room. She liked that it didn't have a bachelor's pad feeling that it had when she first arrived, i.e., barren walls, a couple of pieces of furniture and no drapes on the windows. Not that it was a bad thing, but everyone knows that a woman's touch is what's needed to liven up a room. And speaking of touch, Dawn noticed one of Willow's toys, that had not been put away the night before, sitting on the dresser. Dawn felt a little shiver of excitement as she thought about how the toy in question had been used recently. A certain tingly feeling started to grow in her lower abdomen, spreading out as her desire became inflamed.

Dawn turned away from the dresser and stood there before stretching her lithe body. She was wearing a pair of standard faded blue jean overalls, she was also wearing a tight purple tank top. One of the clasps on her overalls had come undone, exposing the purple top that was stretched tightly across her firm young breast. Reaching up with her left-hand she slid the right strap of the overall across her tanned shoulder, exposing the rest of her upper torso. The overalls slid far enough down her hips to expose the lace that ran around the waistband of a pair of lavender bikini panties.

She then reached up and ran her fingers through her long brunette hair loving the feel of the soft silky tresses as it passed through her slender fingers that had been painted a fiery red color the day before. Sliding her hands over her neck, she lightly rubbed the soreness out of her recently much kissed neck. Bringing her hands down she traced the neckline of her tank top until she reached the lowest point of the top between her breast before sliding her exploring hands across her growing mounds. She felt the telltale signs of arousal in the form of her stiffening nipples just beneath the cotton.

Dawn removed the blue and white tennis shoes that she had worn to school that day. After removing her shoes and socks she ran her hands over her still covered legs, feeling her muscles flex underneath her fingers through the denim that separated her athletic thighs from her rubbing fingers.

Reaching her hips, Dawn felt for the two metal buttons on each side of her hips. Finding them she undid the fasteners to relieve the tension of the garment as it clung to her waist. Wiggling her deliciously pert ass from side to side she worked the overalls over her hips were she slid them down her long legs exposing her lavender bikini briefs that had horizontal purple stripes that ran in pairs across the width of the cloth.

Lifting her feet one at a time, she stepped clear of her overalls once they had pooled on the floor at her feet. Standing in the middle of the room, she was now only dressed in the purple tank top and panties. Looking down at her body she admired the way her nipples displaced the material on her thin top. With her right hand she pulled the neck of her top down, exposing her left breast to the cooler air of the room. She then ran her fingers around the dark border of her areola not touching her excited nipple before pulling the material of her top back up.

Pulling the shoulder straps over her arms she extracted her arms while still keeping the top on, wearing it much like a halter top. She then ran her fingers around the raised areola that had swollen from her earlier teasing of the flesh. She was enjoyed the feel and the sight that she had created for herself as she continued to rub and squeeze her b-cup breast that rode high on her teenage chest.

Finally pushing the tank top down around her waste she watched herself in the mirror, that sat on top of the dresser. Turning left and right she looked at her body, admiring the tan that she had gotten while laying out by the pool at Xander's apartment. She lifted up on her tiptoes to get a better look at her tight sexy ass, as Xander had put it, hidden beneath the lavender and purple cloth of her panties. Not satisfied she pushed her panties down so that an inch of her butt crack was exposed to the reflection in the mirror. While looking over her shoulder at her reflection, she thought her herself, "if I was a guy and I saw that, I would get turned on, hell, I bet that they are some girls that would find that sight attractive. And I know one sexy redhead that does." Pulling the left side of her panties down, since it was the closest to the mirror, she gave her left cheek a firm squeeze.

While still facing away from the mirror she edged her underwear down a little at a time exposing more and more of her delectable rear end. Once she had uncovered all of her ass, she pushed the panties down to her knees, and looked over her shoulder while still bent over at the waist and looked to see what view was afforded from the position.

Dawn was becoming more aroused by the second as she exposed more of her body to her own gaze. The way her hips flared out from her waist, the way her excited sex was mostly hidden between her thighs because of the way she stood. But looking over her shoulders she can still make out the moist lips not quite hidden by the sparse hair that grew on her mound.

She couldn't actually see the moisture, yet. She could feel it though as her temperature rose and her pussy began to produce her tasty nectar. She finally pushed her panties off of her legs and stepped out of them. Standing up she turned to face the mirror and looked at the small tuft of dark brown hair that created the familiar V shape of a just above the passage to Paradise.

Even though she didn't have a lot of pubic hair Dawn thought about enticing Willow into shaving her so that she would have a little heart sitting above her sex. She had never thought about it before and after seeing the way that Kennedy had shaved herself, she became intrigued with doing the same thing.

Grabbing the chair, that sat at the dresser, Dawn sat down. She pulled the tank top over her head and discarded it on the floor with the rest of her clothes. Pulling her right leg up on to the chair she pressed against her butt while leaving her left foot on the floor effectively opening herself up for experimentation. Watching herself in the mirror, she ran her hands over her breast squeezing the mounds together, then apart before taking her nipples between her fingers and tugging on them causing them to stand out further from her body.

Sliding her hands further down her torso she rubbed her flat stomach paying a little extra attention to her bellybutton. Running her fingers into the indention she thought about getting her bellybutton pierced but decided against it. Because if Buffy saw it she would probably freak out and make her move back home and that was not a good thing in Dawn's opinion.

After finishing up with her bellybutton her hands proceeded downward toward her primary goal. Bringing her left leg up onto the seat she slid as far forward as possible. She watched as the outer lips on her mons opened like a flower to expose the moist lighter pink inner lips and entrance to her center. Even though it was her own pussy, the site of it still excited her, causing more moisture to be released from deep inside.

Turning her gaze away from her exposed mound she once again brought her hands up to her small firm breast. She squaze and tugged on the nipples causing ripples of pleasure to course through her body. Bending her head down she stuck her tongue out and flicked it across her left nipple as she pushed up with her hand to meet her tongue. She wished that it was someone else's tongue doing this but for the moment she would settle for the ministrations that she was giving herself.

Once her left nipple was glistening, she pinched down hard on the little nub wincing at the little jolt of pain that she had caused herself. She hadn't meant to cause her self pain but she was in an exploratory mood and wanted to see just what she would like and what she might not like. Going back to licking on the sore nub she tried to replace the little sting with a little pleasure, and she was doing just that. Rubbing her breast she thought about the size of her and Willow's breast and decided that she liked their size better than someone like Cordelia's. Her and Xander had often sucked the entire small breast of Willow into their mouth's, while making love to the witch. They could tell that Willow loved the attention by her cries and moans.

Dawn's breasts were still growing but she didn't think they would get bigger than Faith's. And even though they looked good, she was actually glad that her breasts weren't as huge as Cordelia's was at her age.

Moving away from her breast for a moment, Dawn moved her hand down to her little pussy. Running the backs of her fingernails over the soft hair on her pubic mound Dawn petted the curls enjoying the feel of them under her fingers.

She then went about teasing herself as she ran her fingers just on the outside of her puffy outer lips causing a moan to escape her lips as she continued her leisurely exploration of her body.

She finally touched her center and she just barely brushed the tips of her fingers across her inflamed sex feeling the lite moisture that had gathered there. She pulled her fingers from her entrance upwards across her labia to

where we her clit still hid. Shivering slightly she continued upwards where the moisture that had been on her fingers was deposited in the soft curls nestled above her sex.

Using both hands she reached down between her thighs and grasped the skin on either side of her pussy and pulled them apart stretching the outer lips thinly exposing her swollen inner lips and the entrance that peaked out from between them. For a few minutes she continued to release and stretch her pliant lips.

Pulling at her inner lips she moved around so that she could expose the little bundle of nerves that was nestled in the top of her slit. She flicked her thumb across it a couple of times more as she watched as her vulva became redder not only from her explorations but also because more blood was rushing to the area in response to her arousal.

Dipping one of her fingers lower she ran the digit around the mouth of her pussy, collecting some of the moisture that had started to seep out of her wet interior. She explored the entrance feeling the tight band of muscles at the beginning of her pussy before sliding her finger into the dark opening and swirling her finger around feeling the smooth wet flesh that was deeper in. Pumping the one finger in and out of her juicy pussy, she let another small moan escape her throat and she continued to invade her interior. She loved the feel of her pussy as it started to grasp at her finger as she continued to slide it in and out of her wet confines.

Adding another finger she increased her pleasure by giving her pussy something a little bigger to fill the emptiness that her pussy felt, caused by the lack of either Xander or Willow's participation.

She started to alternate how she was fingering herself. First she would pump her digits in and out of her clinging core, then she would slide those moist fingers up across her excited clit occasionally moaning as she would also squeeze her pussy lips together against her clit and then rub them back and forth creating a slick and easy friction on the excited button.

As she continued to gingerly finger herself, she caught a reflection of her facial features as they changed while she was masturbating. She noticed how when she ran her fingers across her clit, her facial muscles and neck muscles would tense up as the intense sensation of kneading it. That would cause her body to tense up as she built up that wonderful need of release for her tense unrelaxed muscles. Every now and then she would smile but mostly her lips were slightly parted to accommodate the heavier breathing that this activity was causing.

Deciding on a different position Dawn climbed up onto the chair on her hands and knees so that her ass was facing the mirror. Wiggling her cute behind back and forth as she admired the way that her wet pussy gleamed at her from between her slightly parted thighs.

Placing her chest on the back of the chair for support, she placed one of her hands in between her dampened thighs cupping her heat before sliding the middle and ring finger on her right hand into her wet box. Pumping the two digits back and forth she was further turned on by squishing noises that her naughty actions were making. Looking over her shoulder she thought about how sexy her ass looked, as she writhed back and forth while fucking herself with her slender fingers.

Pulling her fingers from her core for a few seconds she brought them to her nose were she took a deep breath of her heady aroma enjoying the smell that filled the room as it emanated from her aroused body. Flicking her tongue out she licked the drops of moisture that clung to her fingers. She enjoyed the taste of herself, but nowhere near as much as she enjoyed the taste of her little red head girlfriend. Cleaning all the honey off of her fingers' she once again changed positions.

The position she picked up this time was to lay down on the chair with her left foot on the chair and her right foot on the floor opening herself up to the view that she was afforded in the mirror. With the hand that she just had in her mouth, she once again started to slide her middle finger in and out of her dripping pussy. Dawn loved the feel of her finger slipping in and out of herself, she only wished that someone else was doing it but this had its own merits. For instance, she knew exactly how hard to press against her clit as she was now doing as she started to work them in a clock like circular motion. Her hips gave a jerk of satisfaction as she manipulated the little bud causing more blood to rush to her already engorged sex and breast causing them to swell and throb even more with the need of orgasm.

There was no doubt that she was on fire the room smelled of sex, it was also filled with the noises that her tight pussy made as her fingers plunged in and out of the wet grasping walls. Yet with all of that going on, she really didn't make that much noise as she continued with the one thing that she was extremely proficient in, pleasing herself. She loved Willow and she loved Xander, and she was looking very much forward to getting to know the ins and outs of pleasing both of her lovers, she just had more experience in pleasing herself.

She let those thoughts distract her only for a few seconds before the pleasure she was bringing herself brought her back to the task at hand. Feeling the need to pick up the pace, she decided to abandon using just her fingers and got off of the chair to retrieve the vibrator that was sitting on the dresser. Flicking the blue colored device on she smiled at the thought that they had to replace the batteries a couple of days before when she had worn them out in the process of wearing Willow out. Running her tongue over the end of the vibrating device, she smiled before pulling it out and turning it off and uttering one word, "Willow."

Sitting back down on the seat again in a more upright position this time, she ran the vibrator, that was now glistening with her spit, along the tanline that she now sported. Pressing the vibrator against the length of her slit she press down and watched as the swollen lips of her sex was pushed aside only to wrap themselves back around the length of the vibrator without her pushing it deep inside her clutching mound. Pulling it back up she watched as the lower part of her outer lips closed back together almost angry that she was taking away the pleasure from the center of her desire. Her pussy wasn't to disappointed, as she finished the upstroke she held the end of the bullet-shaped device against her aching clit arching her hips up-and-down at the contact. A new gush of her excitement trickled down the crack of her ass and started to dampen the seat beneath her.

Needing to satisfy the ache of the muscles that reside deep inside of her, she pressed the end of the device between the lips that led to her opening, sliding the device almost completely into her sopping wet pussy, relishing the feel of the muscles as they reshaped themselves to accommodate the new invasion. Pulling her hand away from the vibrator, she used her finger to once again rub her clit in a clock like motion again and noticed that when she did that, the contractions of her tight muscles was pushing the dildo out of her slick sex.

Doing that a few more times, she giggled to herself as she would push the dildo all the way in and then watch as her tight muscles would push it back out. "I wonder if I practiced enough if I can clampdown on Xander's cock the same way."

Having enough of the way she was teasing herself, she went back to sliding the smooth device in and out of herself, much the same way she had been doing with her fingers only moments before. She was now slipping the dildo in and out of her pussy while adding a little twist, both on the way in and on the way out. Every few strokes she would pull the device all the way out and run it across her still excited clit.

Pressing the device down toward the bottom of her opening;

she angled the tip up to locate the little happy point on the front wall of her vagina that Xander had showed her how to find. It didn't take her long to find it and when she did she twisted the base of the vibrator turning it on. The extreme stimulation she was giving her g-spot, coupled with the many minutes of exploration that she had already had, caused her pussy to clampdown hard around the invading device as her orgasm overtook her. Panting hard and trying to keep from falling out of the chair, she rode out the orgasm as wave after wave of pleasure pounded the nerve centers in her body.

With her eyes finally able to focus again, she looked at herself in the mirror and saw the flush that had spread across her chest and neck as her orgasm had occurred. Enjoying the post orgasmic throb of her nipples and pussy Dawn gave herself a little hug and smiled brightly, rubbing her legs together in post orgasmic bliss.

Sitting up straight she turned to face the bed that she shared with Willow and Xander. On the bed, sat Willow and Xander. Both of them without cloths. Willow's legs were parted, her left leg was thrown over Xander's right leg and she was absentmindedly pulling at the short red curls of her pubic mound. A little trait that Dawn noticed that she did after the older woman had an orgasm.

Xander sat beside his childhood friend with his head leaned back trying to catch is breath, with the remnants of his orgasm splattered across his stomach, hand and Willow's left thigh. Lifting his head he smiled at his young brunette lover.

Dawn smiled back at the both of them before speaking, "OK, whose idea was it for today's escapade?"

Xander answered her question, "the other day Willow was telling me about how you used to masturbate at the same time that she did. Then we got to discussing how sexy you probably looked doing it, so I guess the both of us came up with this little escapade. To see how you looked while you was pleasing yourself. But why were you so quiet?"

"Well, I did just like your note said for me to do. I came into the bedroom pretended the two of you wasn't here and masturbated just like I did when I was masturbating along with Willow, just without her knowing it. And part of her not knowing it, was me having to hold in any moans or screams that I wanted to let out."

"Why didn't you join us on the bed?" Willow ask as she leaned against Xander when he wrapped his arm around her shoulder and started to tweak her right nipple.

"I was going to, but when I saw the both of you naked sitting there, I knew that if I climbed onto the bed I was going to throw the dildo out of the window, put my face between your legs after demanding that Xander put that hard cock in me from behind."

The three of them smiled at each other before Dawn joined the other two on the bed where they lay there for the next fifteen or so minutes kissing and cuddling one another.

Halfway through Dawn's exhibition, the other two occupants of the apartment had come home and both of them sat on the sofa now talking quietly to one another.

"I can't believe that they're going at it again. Do they ever rest? Or do they just fuck every chance they get?" Kennedy asked the dark Slayer.

Faith responded to her girlfriend, "I think it's great. I just wished a certain girl that I've been seeing the past couple of weeks, wanted as much as those three seem to."

"I want it, it's just that they're around all the time."

"So, they don't have any problems going at it like bunnies when we're in the next room, so why should we have a problem if they hear us."

"It's not Willow and Dawn that I have a problem with, it's Xander. I just don't like the thought of a guy listening to us have sex. It creeps me out."

"Hell I wished he'd do more than just listen."

Kennedy's eyes flashed hot with anger and she gritted her teeth and spoke to Faith. "First off Dawn and Willow won't share him with you and secondly if you have anything else to do with that or any other man, I'll never have anything else to do with you."

"I'm gonna let that slide, because I don't belong to you and you don't belong to me, but I'll fuck anyone that I feel like fucking." Finishing that statement Faith got up and grabbed her jacket and she left the apartment.

Kennedy sat on the sofa seething for a few minutes before the giggles emanating from the bedroom made her want to leave the apartment, as she didn't want to spend the rest of the evening listening to the happy fuck bunnies going at it anymore that evening.

A couple of hours later the happy trio were cleaned up and lounging around the apartment not knowing that Faith and Kennedy had left in a spat. Xander looked at his girlfriends before excusing himself to go to his car.

Five minutes later there was a knock at the door. Willow didn't move to answer the door. Dawn just figured that Xander had forgotten to take his house key with him. When she opened the door, she was shocked and dismayed, for on the other side of the doorway stood Xander holding a bouquet of flowers.

Handing the stunned Dawn the flowers he asked her, "I was wondering if my girlfriend was free for the evening so that me and her could go out on the date?"

Dawn's face lit up just before she launched herself into his arms where he returned her enthusiasm with a crushing hug that left her breathless. "I'll take that as a yes."

Dawn then released her grip around his neck and slid to the floor and she turned sideways to look at Willow.

Willow was smiling at the two of them from her position on the sofa.

"What about Willow, she's coming right?"

Willow felt that she was the one you should answer Dawn's questions. "No, not on this date. Me and Xander discussed it this afternoon while we were waiting for you to get home. The other night, when Buffy made you stay at home so me and Xander could work out our "problem", we had a wonderful evening together. We had a bath together and Xander spent the evening rebonding with me as he attentively gave me a bath. And then we fell asleep holding one another. We felt that you are in need of a proper date were you go out to have dinner and go dancing. Xand is going to be the one to take you out and romance you tonight and then at some later date you and I will be going out by ourselves. And of course there will be the three-way interaction that our romance has developed.

Dawn smiled at her girlfriend and walked over to lean down and kiss her briefly on the lips. Standing back up she looked at Xander. "So is there any specific outfit you would like to see me wearing tonight?"

"Why yes, there is. How about wearing that out-fit you were wearing that night that you were trying to entice RJ and I was forced to realize that you are a beautiful sexy young woman.

Dawn smirked at Xander, "if I knew that showing the crack of my ass would get you in my bed, I would have bought those jeans a couple of years earlier."

"I'm not even going to touch that statement. You go ahead and get ready and I'll wait here with Willow."

Dawn left the room to get ready for her date with Xander, while he took a seated position beside his other girlfriend.

"You going to be okay tonight Wills?"

"Yes. Don't worry about me. Go out and show Dawn a wonderful time. She really needs this; this is her first real date Xander, so go out there and show our girlfriend a wonderful time. And then take her to a Nice hotel room and make love to her all night long. Show her that you love her the same way that you showed me that you loved me."

"Why don't I just bring her back here?"

"Because with me being here she'll probably be distracted and want me to join in. I know that Kennedy and Faith are going to be with Buffy and the other SITs but if you're in a different location there will be less distractions."

Dawn made her way back into the living room dressed in the same outfit that had finally changed both Xander and Willow's opinion about her. Twirling around, Xander gave her a wolf whistle causing her to feel giddy.

Xander leaned over and kissed Willow causing Dawn to clear her throat. With mock disappointment she looked at Xander and scowled at him. "Here I am getting ready to go on a date with my boyfriend and he's making time with another girl. Oh, whoa is me." Leaning her head back she placed for right arm over her brow as she tried to look forlorn.

"You want to get in on some of this action?"

Xander was almost knocked out of the way as Dawn jumped on Willow's lap, kissing the redhead fervorently.

Willow responded in-kind before pushing the young brunette woman to her feet and shooing both of her lovers out the door before they all wound up in bed the rest of the night. Sighing that she had to spend the evening alone, for a good reason, Willow went to bed with expectations of Dawn and Xander filling her in on their first date together.

Chapter 5

Xander stood in the door way to the bedroom, he looked down at the sleeping forms of his two girlfriends. They both had been up late the night before during a research session and had not gotten in until three thirty in the morning. He had woken up a couple of hours before, washed some dishes and had done some light cleaning.

Now he stood in the doorway, looking at the sleeping forms of the two people he loved most in the world.

Dawn was spooned behind Willow, embracing the young redhead lovingly in their sleep. He smiled at the thought of the love he shared with these two women, but only briefly.

Xander had woken up during the middle of the night before Willow and Dawn had gotten home. During this time that he was by himself, he thought about being alone and more specifically, being left by Dawn and Willow. Xander was afraid that he was going to do something to jeopardize the relationship between the three of them, causing them to leave.

He started frowning at the thought, a frown that he wouldn't have shown to Willow or Dawn, but he was being observed by someone who had seen that type of look before when they had looked in the mirror.

Faith was standing in the kitchen, alone, something that had been happening more recently since the argument that she and Kennedy had gotten into a couple of days before. Faith watched as the sour look passed across his face and decided to do something that she had not done before.

"X-Man, I need a lift across town."

Xander looked away from the bedroom at the young woman as she stepped out of the kitchen. Xander didn't think anything about Faith needing a ride. If his mind hadn't been so distracted, Xander would have realized that even if it was pouring rain Faith usually liked to walk. "Sure Faith, let me grab my keys and I'll meet you at the car."

Once in the car Xander turned to his passenger and asked her were she needed to go.

"I need you to take me to Jackson Park."

During the ride over, neither one of them said anything. When they arrived at the Park, Xander pulled over to the side of the road and left the car in gear with the engine running, waiting for Faith to get out.

Faith looked at Xander and told him to park the car.

Xander pulled into an open parking space and shut the engine off. After Xander parked the car he sat there waiting for Faith to tell him why she wanted him to park. Faith said nothing as she exited the car, she just stood beside the vehicle letting the early morning sunshine warm her body. Looking inside the car she crooked her finger to get Xander to follow her. Xander followed her into the Park. He was on the offensive, not only for demon threats but from Faith also. Xander hated to admit it but he still had misgivings about Faith since she, at one time, had tried to strangle him.

They walked among the green foliage at a leisurely pace before Faith broke the silence. "Xander, over the past few years I've had a lot of time to think about the mistakes I've made in my life. You know which one is the worst."

"No", Xander simply replied to the young brunette.

"Self recrimination." She said as they came to a stop and turned toward each other. "That was the look I saw on your face this morning when you were watching Willow and the br... Dawn sleeping this morning."

"What would you know about it?"

"I know that before I tried to kill you, when we had sex, I came very close to not throwing you out. I saw how much you cared for B and Willow and Cordy. I know that if I had had the guts to let someone in, you would have cared enough for me that my life would have turned out a helluva lot different than it did. I don't know all the details about your wedding, but I know that you probably regret that you hurt Anya every day."

Xander looked away guiltily.

"And I know that your fear of hurting Dawn and Red is what is causing that feeling that makes you want to run away well up in your throat. You know that that's what will hurt them."

"How would you know?!" Xander asked bitterly.

"Because every time I let someone in, I hurt them or they hurt me, so I run away or toss them out after I fuck them. You're the only one to come back and not for another piece of ass but to help. I couldn't deal, so I tried to choke you. For that I am truly sorry." Faith didn't cry but she could have.

Xander gave her hug, "it's OK Faith, I forgive you."

Faith pulled free of his grasp. "Dammit Xander. I'm trying to return the favor of you trying to help me. Not have you all loving and forgiving."

"I'm sorry Faith it's just the way I am."

"I know and that's why they love you so much, and why they will forgive you if you ever make a "mistake". Faith emphasizes the word mistake by making the air quotation symbol with her fingers.

Unbeknownst to the two people, one of the potentials saw them and went to make trouble, by heading straight to Willow.

Xander dropped Faith off at the apartment, while he went on to work.

Faith let herself into the apartment and noticed Willow was in the kitchen straightening up. Faith watched the redhead for a few moments and came to the conclusion that Willow was upset, by her posture and overall body language. Since she hadn't greeted the Slayer on her entrance into the room, it didn't take Faith long to realize that Willow was angry at her and probably Xander too.

Taking a seat at the table, Faith called to the other woman to join her. "Hey Red, come over here and sit down for a few minutes, I have something I want to talk to you about."

Willow almost glared at Faith, but didn't as she tried to let go of the anger and not go all-black haired and veiny.

After the other woman took a seat across from her, Faith began her tale. "I'm going to assume that the anger that is coming off of you, is about me and Xander spending time together this morning. I'm not going to lie to you and tell you that I wouldn't take it if he offered, but he didn't and I'm not going to fuck up the good thing that I've got going on by trying to seduce him away from you and Dawn. I spent far too much time making mistakes to want to continue doing that. What me and Xander were together for this morning was just me trying to repay him for the time he tried to help me after I killed Finch. I saw the X-Man standing in the bedroom doorway, worrying that he was going to hurt the two of you."

Willow cut in at this point, her anger gone as the worry for Xander filled her thoughts. "He told you?! What's wrong?! Why does he feel that way? !" She started to ramble.

"He didn't tell me anything, it was a look that he had that I've seen on my face enough times to know what he was thinking."

"What was he thinking Faith?" Willow was frantic to know.

"That if he wasn't around, he wouldn't hurt you or Dawn."

Willow lost what little color she had as she paled and got a sick feeling in her stomach. Willow was going to say something but Faith spoke first.


"He doesn't realize that if he left, it would hurt you."

Willow got up and ran to the door. It was only because she had the Slayer speed, that Faith was able to catch her before she made it out the door.

"Yo, chill Red. I know you want to go and see what's up, but if you confront him now he'll feel like he's done something wrong and it will only reinforce his fear." Moving away from the door Faith continued, "if you want to make a bad situation worse go right ahead and confront him."

Willow sat back down at the table and Faith joined her. "What would you recommend I do then?"

"Just give him a reason to believe that leaving is a bad idea."

"What would you do?"

Faith smirked at Willow, "weeeell, it's just me but what..."

The following day.

Xander woke up in a daze. He had worked until late Friday evening before stopping by command central (Buffy's house) to see what was up. He had been tired but went on patrol/training with the diminutive Slayer and the potentials at her insistence. By the time that he had hit the bed, he had been on the go for almost 20 hours and he was out cold in seconds.

Now awake, Xander noticed two things, first he was naked on his bed and second, he was SECURELY tied spread eagle on that bed.

He was getting ready to panic when he heard the familiar voice of Willow at the foot of the bed. He lifted his head and gasped.

"Well, you're finally awake. It's about time. We can't seduce you while your asleep." She said teasingly at him as she twirled her finger in her hair, before tilting her head down in faux shyness. Peeking through her eyelashes and the Auburn curls that she pulled in front of her face to hide behind, she smiled at Xander.

Xander became excited by the titillating voice that she was using, and became rock hard as he raked his eyes over her sexy body.

Willow was dressed in a turquoise blue colored floral chemise with matching thong. Xander could see Willow's stiff red nipples through the flower pattern of the chemise and his cock gave a little jump in response.

"Get your lusting thoughts off my girlfriend," Xander heard Dawn order him from the door.

Xander's eyes popped open as he turned his head and took in the view of Dawn standing in the doorway. She was dressed in a black latex halter with a pair of latex hot pants, that were so tight they created a prominent camel toe at the juncture of her thighs. Dropping his gaze down her long tan legs, that was shoulder width apart, he came to the five-inch stiletto "fuck me" pumps she was wearing.

Watching as his gaze settled on her shoes, Dawn smirked and spoke to him, "everyone loves a slender ankle."

Xander's eyes were drawn to her beautiful face. Her hair had been curled, giving it more volume and bounce. Dark eye shadow adorned her eyes giving her a strong defiant gaze that came from her blue gray eyes. Xander then took in her full lips, that were painted a bright red. Xander's heart gave a little flutter as he thought about her lips. Xander had to admit that he was fascinated by her lips, he didn't know why, but he was.

Dawn arched one of her eyebrows and cocked her hips to the side, placing her hands on her hips in the process, causing Xander to lower his eyes. Dawn's sultry smile spread on her face, when she realized Xander knew the game. Striding across the floor like an arrogant supermodel, Xander and Willow watched the left and right sway of Dawn's hips as she moved to stand behind her redhead lover.

Willow's pussy throbbed a couple of times as Dawn stepped up behind her and pressed her taut body against the older girl.

Xander watched as Dawn grazed her fingers down Willow's arms and leaned forward to actually growl lowly into Willow's ear. This caused Willow to shudder against her, as the smell of the witch's arousal reached Dawn's nose. Dawn inhaled the fragrance like a wine connoisseur savoring the bouquet of a fine wine. Dawn's mouth watered at the smell, knowing soon enough that she would be sampling from the source. But for now she had to "torture" Xander.

Moving from behind Willow, Dawn moved toward Xander, while his eyes focused on where the latex had slipped into her cleft. Willow was enjoying the view of Dawn's ass or more specifically the way her hot pants molded to her ass, lifting and separating the cheeks. Dawn knelt on the bed at Xander's hips, looking down at the hard member laying against his stomach, pulsing and throbbing.

"Xander do you know what we were doing last night while you were on patrol with my sister?"

Xander shook his head shivering a she talked seductively to him.

"We were entertaining a guest," she replied turning her head to look at Willow, causing the redhead to blush.

Xander saw Willow blush and his curiosity piqued, "who?"

After giving him a sinister smile she said, "Faith."

Willow saw the hurt look that past across Xander's face; as well it should have. After both Dawn and herself gave him a hard time because of a misunderstanding, she had been intimate with the younger Slayer twice. Willow spoke quickly so Xander wouldn't loose trust in them. "Xander we only asked her over to give us pointers on something that only she and Buffy have the type of knowledge that we were after and we definitely couldn't ask Buffy." She looked at him with puppy dog eyes as she finished, "we only did something with Faith as payment for her sharing her knowledge with us, so please don't be angry."

"Just what did she teach you that you had the need to break a DEMAND that you put on me," Xander said somewhat haughtily.

"This," he heard Dawn say.

Xander turned his head to look at her and watched in amazement as the five-inch rubber dick, that she had, disappeared centimeter by the centimeter into her mouth until only the base remained.

"I'm so proud of her," Willow said. "I still can't take it in my throat like she can. I can't wait to see if she can do the same thing to you; you are longer and bigger around."

Dawn smiled around the dildo at Xander before pulling it out of her mouth and placing it on the bed beside Xander. "Well what do you think?" She smiled at him.

Xander opened and closed his mouth a couple of times to say something, but he didn't really know what to say. So he settled on the obvious. "I guess it was a good thing that you didn't ask Buffy how to do that."

Xander's erection had waned when he found out that "his girls " had been with Faith. Life had started to return to it when he watched Dawn's demonstration, but it wasn't back full force. This was something that Dawn wanted to correct. Leaning over his hips, Dawn blew onto the head of his dick causing it to regain its full firmness with a dollop of precum forming at the tip of the bulbous head.


"Xander I think you're going to be very appreciative of what Faith had to teach us." Having said that she moved further down his dick placing the flat of her tongue against the base of his dick and pressed it between her tongue and his stomach, following the path of the tube that ran the length of his dick to the end. The semen that had gathered in the vas was squeezed out where it oozed onto his stomach just before she slid her lips around the head and tickled the underside of the head, where its most sensitive, with her tongue.

"Oh Yes!!Dawn, that feels soooo good," he moaned.

With an audible pop Dawn removed her lips from her boyfriend before asking him, "so you're not mad because of what to me and Willow did with Faith?"

"Fuck no! And if what I've seen so far is an indication of how well she trained you two, I might have to buy Faith a gift."

"Good," Dawn said as she bounced off the bed leaving Xander with a chagrined look on his face as he realized she wasn't going to continue.

"Dawn?" Xander cried pitifully as she stepped up to Willow hugging the other girl.

Dawn looked over her shoulder at Xander gave him a naughty smile. "That was just a sample, I'll finish up later," Dawn said as she wiggled her ass at him causing him to groan in frustration.

Dawn turned back to Willow and kissed the young witch. After breaking the kiss Dawn started talking to Willow loud enough for Xander to hear what was being said, "Willow your nipples are so stiff. Do you like the way I'm pinching them?"

From Xander's viewpoint, he could only see Willow's head as she nodded, from over Dawn's shoulder. "Yes, that feels good."

"Let's see what else I can find," Xander heard Dawn say as she shifted from one foot to the next.

"Oooo, Willow, your little pussy is soaked. Did you get that way from watching me take the Xand-man's cock into my mouth."

Willow replied with a throaty, "yes".

Dawn took Willow's hand and led her to the head of the bed. It was then that Xander noticed that the bed itself was about four foot away from the wall. He didn't know if Willow had levitated it away from the wall while he was asleep or if it had been there when he came home the night before and was just too tired to notice it.

Walking to the top of the bed Xander lost sight of both of the girls as they passed by the headboard. Xander could hear them moving around just the other side of the headboard but he couldn't see anything.

In the next couple of seconds Xander saw Dawn's face appear upside down to him a she popped her head over the headboard to look at him.

"Xander, I'm going to be doing some things to Willow here in the next few seconds and you're going to know exactly what I'm doing to her. The only thing that's going to be different is that you're not going to see what's going on, your only going to hear what's happening as Willow describes what I'm doing to her."

Dawn ducked out of Xander's view and was replaced by Willow's flushed face as she leaned across the headboard supporting herself with her hands.

Xander watched as his redhead girlfriend made herself comfortable.

Willow smiled at Xander before a sharp intake of air caused her to close her eyes and moan. Xander heard Dawn from somewhere above his position speaking a couple of seconds later. "Willow you have to tell Xander what I'm doing."

"Mmmmm, Xander, she just pulled off my thong." Willow's eyes went wide as she screamed out a loud "owee, she just bit my right inner thigh. Oh, I get it, she pulled off my thong with her teeth. Mmmmm she's licking the place on my thigh where she'd bit me."

Willow moaned some more. "Xander she's raking her fingers down my back; hard enough to ruin the fabric of my chemise. Xander I bet that there a little red marks running down my back."

Xander watched Willow close her eyes and smile before continuing, "now she's squeezing my ass Xander. Not too hard, kind of teasingly. I'm getting wet baby. I can feel some of my juices trickling down on my thighs."

Willow gave a little "ooo" before looking over her shoulder. "Xand, Dawn just ran her finger across my pussy, making her finger wet. She's tentatively tasting it Xander. She's licking my moisture from her fingers and smiling at me Xander. I think she likes the way I taste. She's nodding her head yes Xander, she likes it."

Willow looked back at Xander, "Xander do you like how I taste? Do you like having my cream covering you're face and cock Xander?"

Xander moaned and tried to pull free of his bonds again. "Come on guys, let me up so I can play," he pleaded with his two lovers.

Dawn popped her head over the headboard and smiled at Xander. "You are playing. In a little while I'll be doing things to you," Dawn licked her lips slowly and deliberately, "but for now you get to wait."

"Daaaawnie, "Xander whined a she disappeared from his view.

Willow continue telling Xander what Dawn was doing. "She's pressed her body against mine Xander and she's kissing my shoulders."

Xander could see the long brown tresses of Dawn spilling over Willow's shoulder, proving to him that Willow's descriptions were accurate.

"Oh, she just cupped my breast and started to tweak my nipples. It feels sooo good baby, keep going."

Xander was beside himself with desire. Not able to touch himself or to touch either the girls was torture. He couldn't see "his girls" either, he only had his memories of each of their bodies to go with Willow's descriptions. Xander closed his eyes and exhaled sharply in frustration. Breathing in again he could smell Willow's arousal wafting over the headboard. Breathing in deeper he got a lung full of her heady scent. Focusing on his other senses Xander could hear the faint smacking noises being made by Dawn as she kissed Willow's shoulders. He listened to Willow's deep breathing and could tell by the rhythm that she was at a simmering stage. Excited yes, but not to close to an orgasm. Xander let his mind form an image of Willow, flushed with arousal, red marks running down the length of her back, marring her alabaster skin just below the chemise, were Dawn had scratched down her back. Her pussy swollen with desire as her nectar moistened her labia. His cock jumped at the thought. Opening his eyes he was greeted by the smiling face of Willow.

"Not going to sleep are you?" She asked teasingly.

"No, I was breathing in your scent and imagining Dawn touching you and how wet you were because of it."

Leaning down, Willow brushed her hair across Xander's face. Xander smelled the strawberry scent from the shampoo that she used. He let the feeling wash over him while it filled him with a sense of nostalgia. Xander loved the unique smell of Willow because it made him remember that as far back as he could remember, there had always been a him and Willow. Sometimes fighting, sometimes fluking, recently fucking, but mostly just being friends and that meant one thing to him overall; a sense of home.

Willow had leaned down far enough that Xander could lift up enough to just kiss her on her forehead.

"Dawn, Xander just kissed me on the forehead," Willow said as she smiled down at him.

Dawn stopped kissing Willow's back and said, "uh,uh, no more of that. It's not his turn yet."

Xander groaned in dissatisfaction as Willow pulled back out of reach.

Xander could see Dawn a she came back into view, she stroked Willow's hair and placed feathery kisses along each side of the redhead's face.

"Xander, Dawn's gently running her hands and fingers over my shoulders and arms. She's rubbing my body sensually. My girlfriend knows just how to turn me on with a few feathery touches along my arms. I can feel the little hairs on the back of my neck standup in anticipation of her touch."

Willow giggled a little bit before she continued, "she's tickling my sides now Xander."

Xander watched as Willow's eyes took on a gleam of excitement, as she became more enamored with Dawn's ministrations. Xander saw Dawn's head appear again as she started kissing Willow along the base of her neck.

"Mmm, she's running her hands up my thigh from my knee. Her touch is so lite and teasing. She's pushing my chemise over my hips and its bunching just below my aroused breast."

"Oh yes baby! She slipped her right hand under my chemise and she's gently stroking my right breast. My nipples are so hard Xander. I can barely wait for her to kiss them."


Once again Xander watched as Dawn's hands came into view to cup her girlfriend's chin to turn her face toward her own so she could capture her lips in a searing kiss. Xander watched with mounting excitement as his two girlfriend's tongues wrestled with one another in the warm confines of each other's mouths. Outside of the two girls kissing Xander couldn't see anything of either one of their bodies and it was annoying him because he loved to look at the sexy bodies of his lovers.

For a few seconds both of the girls disappeared from Xander's view.

When Willow's sexy face appeared again she smiled at him before speaking, "Xander, Dawn just removed my chemise and I have no clothes on. Don't you wished you could see my naked body Xander? My stiff red nipples, flat stomach, and wet tight pussy."

Xander closed his eyes and wet his lips as he swallowed loudly thinking about his best friend without any clothes, quite aroused and ready for action.

"She's pressing against me again Xander, I can feel her hard nipples even through the latex pressed against my back. She's using her fingers again on my nipples with fluttery little pinches. Oh Xander, she slipped under my body and is swiping her flat tongue across my stiff nipple. She's licking and sucking on it and it feels so good Xander. She's playing with my other breast with her fingers, gently tugging on it. I wished you was with her so the both of you could..." Willow stopped speaking as she let out a low keening noise that Xander never got tired of hearing. "Yes Dawn baby, suck it like that. Xander, do you know the thing that the two of you do, were both of you suck my entire breast into your mouth and then lavish my nipples with your tongues? She's doing that now and I love it."

Xander knew that Willow loved it, because he and Dawn had seen her reaction many times before as well as the moaning and writhing that followed. Xander laid below Willow's head as he watched one of his beautiful girlfriends scrunch up her facial features as she enjoyed what his other girlfriend was doing to her body.

"Now she's, ooo, nipping at my nipples. There so wet and hard Xander. They're glistening were she licked them and now she's tormenting them some more, yeees do that again, by nipping at them. Now she's licking down my body, hehe, that tickles." With her eyes open wide Willow looked down at her boyfriend and told him, "she's licking my bellybutton Xander. You know how much I like that but also how much it tickles."

Xander watched as the young witch tried to stay in the position were she could see his face, while at the same time trying to squirm away from Dawn's tickling tongue. And he knew that Dawn was doing it just to torment the young woman.

"She's continuing on down Xander, she's kissing and licking and nibbling down the right side of my hips."

Willow started moaning again and a couple of seconds after that, Xander could hear Dawn as she spoke to Willow. "Willow you have to focus, Xander doesn't know what I'm doing unless you tell him. And I'm not going to continue if he doesn't know what he's missing."

Willow moaned in frustration when Dawn stopped. It was becoming harder for her to continue telling Xander what Dawn was doing, while what she wanted to do was focus on the pleasure that Dawn was bringing her. "OK Xand, Dawn had licked the crease were my leg and hip join. She licked down toward my overheated center but she avoided it. Instead she licked my thighs to clean up the juices that were coating them. Then she stopped to tell me to tell you what she was doing."

Xander loved the fact that even in the middle of lovemaking Willow still had the ability to babble. "I love you Willow."

Xander watched as an unshed tear formed in Willow's eye. "I love you too Xander."

"Dawn I love you also," Xander yelled over the headboard to his other girlfriend.

Dawn yelled back to him, "I love you too Xander, but you don't get touched until I'm finished with Willow."

Tenacity was one of Dawn's Strong points. Both Willow and Xander loved her for it. Had it not been for this one trait for three of them might not have gotten together. But once Dawn set out to seduce the other two, almost nothing was going to stand in her way. And right now nothing was going to stand in the way of bringing her girlfriend an immense amount of pleasure while torturing her boyfriend at the same time.

"Now she's kissing the backs of my thighs just below my ass. Once on the left and now once on the right, ooo, and now once on my swollen lips. Uh-huh, she sucked one of my inner lips in her mouth and she's pulling away from my body, it feels fucking great." She was panting now.

"She's caressing my sides at the same time Xander. Running her small delicate hands up and down my flanks as she caresses my skin. She's such a beautiful sexy thing, and I'm in love with her."

"Uuhhhh, she's l-l-licking me Xander, she's licking my pussy. She's using broad flat strokes. It feels so good Xander. She has such a devilishly wicked tongue. The way her tongue parts my lips just before she reaches my clit. She's tasting me Xander, OOOO, her tongue is in me Xander. It feels so good wiggling around inside of me. She's using her fingers to rub my clit at the same time, it's not going to be much longer Xander, I'm not going to last." Willow tried to continue to tell Xander in detail what Dawn was doing as her breathing became more and more labored.

Xander didn't need Willow to tell him that she was close to coming, her face had started to flush before she told him. And he could tell just from that, that it wasn't going to be long before she would come. Xander's dick was throbbing at the thought as a couple of drops of pre-cum oozed from its head and dripped onto his stomach.

Xander watched as a myriad of facial expressions crossed Willow's face while she enjoyed what Dawn was doing to her.

"She's pulling my outer lips apart, mmm, she sucking on my clit!!!" Willow cried out loud, "she just pushed a finger in me, Oh Xander She Just Hit My G-spot!! Oh, Goddess."

Other than loud moaning and the squishing noises Dawn's fingers made as she pumped them in and out of Willow's pussy, Xander didn't get any other comments from Willow. He watched as her mouth hung open as she squinted her eyes and rode out the vestiges of her orgasm. In the seconds following Willow's orgasm she finally opened her eyes and smiled at Xander. She then disappeared from Xander's view and he could hear both of his girlfriends kissing one another on the other side of the headboard.

After a little while longer of them making out, Xander couldn't take it anymore. "Come on girls let me up." Xander could then hear his two girlfriends whispering conspireteuly after asking them to let him up, but he couldn't make out what they were saying.

Willow was the first one to make her way around so that Xander could see her. Xander could see the little red splotches that still spread unevenly across her skin as the telltale signs of her orgasm faded away. As she was climbing onto the bed Xander could see the little red scratch marks that ran down the length of her back where Dawn had scratched her earlier. She curled up next to Xander, laying her head on his shoulder and lazily tracing her fingers across his upper torso; occasionally plucking his nipples.

Xander then watched as his young brunette lover made her way around to the opposite side of the bed. She was standing far enough away from the bed so Xander could watch as she leaned down and undid the straps on her high heel shoes. Stepping out of them she stretched, not because she felt the need to stretch but for the visual image that she gave Xander when the latex clinging to her skin, stretched across her firm breast and snugged up tight against her pussy.

After her leisurely extra long stretch, Dawn undid the zipper that dangled between her two breast, releasing them for Xander's viewing pleasure. Once again crawling onto the bed and kneeling beside Xander's hips Dawn smiled at Xander and Willow before she asked Xander, "ready for your turn?"

Xander's reply was a strangled, "yes" and a sudden jerk from his hard dick.

Reaching down Dawn wrapped her small hand around Xander's throbbing tool. She gave it a gentle squeeze before stroking it a couple of times. Dawn continued this gentle jacking motion as she enjoyed the "hard" and "soft" texture of Xander's cock.

Trying some of the things that Faith had taught her. She would grab his dick at the base and pull upward, as soon as her hand was far enough up his dick to create enough room, she would grab the base of his cock with her other hand and slide it toward the tip. Once at the top, the hand would rotate back down to the base to follow the other hand up once again.

Xander could already tell that this was going to be quite an experience, because he had never been masturbated quite this way before. Usually it was just one or both hands going up and down. Her using both hands to create friction in only one direction was both new and pleasurable to the young man.

The feel of her soft hands caressing the length of his shaft soon had Xander squirming at her touch. After a few minutes of this, Dawn switched up and started to jack him off using just her right hand in the traditional method. As she did this Xander watched as her small breasts wobbled back and forth exciting him even more, causing a couple of more drops of his pre-cum to make their way to the little opening at the end of his dick.

When Dawn saw this she stopped masturbating Xander and leaned down. Making sure that Xander was looking, she slipped her tongue out of her mouth to wet her luxurious lips before closing the distance between herself and his dick. Using just the tip of her tongue she flicked the two dollops off with expert precision. Not even touching the shaft or the glans, causing Xander to moan in missed anticipation.

Dawn sat back on her heels and smiled at her brunet lover before she once again licked her lips and went, "mmmmmm, taste good."

Xander's heart missed a couple of beats at Dawn's display. Willow could feel the changes in Xander's heart rate as she continued to absentmindedly rub his chest.

Dawn continued on with the show. Bringing her face close to his dick again, she ran her tongue up one side of his dick tracing the vein as it went toward the end. Once at the end she swirled her tongue around the crown making sure to pay special attention to the extra sensitive area just below the tip on the underside.

Dawn knew she was doing a good job because as soon as she went to pull away, Xander lifted his hips up to try and keep his dick in contact with her mouth. She smiled inwardly to herself at that.

Pressing her lips to the side of Xander's dick, she slid her lips up and down the side of Xander's hard on, making him wet with her saliva.

Once he was good and wet she removed her mouth and replaced it with her hand. She once again started to masturbate him. This time adding a twisting motion that ran across the head of his dick when she reached the end. While she continued to masturbate Xander, Dawn enjoyed the feel of the power that she had over him. Knowing that until she was ready, he wouldn't be allowed to come.

She didn't have any particular plans to make him suffer, it was just an aspect of the game that they were currently playing, where she had the control and the power.

"Are you ready Xander? Are you ready to find out just what kind of things that would make us see Faith behind your back?"

By now Xander was pretty much speechless and about the only thing he could really do was to nod his head.

Most of the time with all of the evil that they had to fight, Xander would have one million things going through his mind, but right now he only had one thing going through his mind; Dawn's Sexy Mouth.

He watched as she leaned over and took just the head of his cock into her warm mouth. Immediately he felt a fairly strong sucking sensation along with a wiggling tongue, as Dawn worked on the two end inches of his erection.

She began to work more and more of Xander into her mouth as she started to bob up and down the length of Xander's rod. She was reveling in the taste of Xander's cock mixed with his pre-cum as well as the feel of the spongy head as it started to bump the entrance of her throat.

Xander was surprised that he was able to focus enough to notice that Dawn had tucked her full lips over her teeth to make sure the she didn't accidentally scrape the sensitive member with her teeth.

Dawn knew it was time to find out whether or not she could complete her task. The night before she had actually gotten good enough to take a five inch vibrator into her throat. But this was a bigger task, the girth of Xander's dick was more than the vibrator and he was 2 ý inches longer. Pulling back so that his dick exited her mouth with an audible pop, Dawn relaxed herself before she started the task at hand.

Dawn placed her lips against Xander's dick head and slowly engulfed his cock until she felt it start to slide into her throat. She was able to handle the first 5 inches relatively easy. When she added another inch to that she started to have trouble. The extra girth of Xander's dick was starting to cause that gagging feeling, so she had to back off of it.

Xander didn't want to say anything. He was afraid to encourage her, thinking that she may feel that all he saw in her was some dick sucking whore or that he felt she wasn't doing a very good job and was criticizing her efforts. So he just laid there with a massive hard on.

Willow on the other hand, even without the mental link, could feel Xander's trepidation to say anything for fear of saying the wrong thing, so she decided she should speak for him. "That's it baby, you're doing a fine job. Go slow and easy just like Faith showed us last night."

With the young witches encouragement Dawn closed her eyes and relaxed some more before she started to slide Xander's shaft deeper into her throat.

Xander was fighting the urge to thrust his hips upward as his brain started to go into overload.

Having taken six of his seven and a half inches into her throat already, Dawn pulled back to take a breath of air before taking the length of him into her throat again. This time she managed to engulfed seven inches of the seven and a half inches into her mouth before the gag reflex started again, but feeling his pubic hairs brushing against her lips Dawn knew that she was almost home and forced herself to take the last half-inch.

It was an awe-inspiring moment for all three of the people in the room. Dawn was over come with the joy that after only one night of practice with a 5 inch dildo, she was able to take all seven and a half inches of her boyfriend.

Willow herself was happy and jealous at the same time. She was happy that her girlfriend was able to take something that big into her throat after only one day of practice, but jealous because she knew that it would be much longer before she would be able to accomplish that feat.

And Xander, he was just over come with an overwhelming sensation of having a grade A blow job from one of the two sexiest women in the world. Then it got better.

Dawn started to slide her mouth up and down Xander's erection, each time taking him fully into her throat. Soon sounds of a smacking nature filled the room as she rapidly pumped her head up and down on Xander's erection. It was becoming easier for the young woman, who was enjoying herself as she brought pleasure to one of her two loves.

It didn't take long before the old familiar tingling sensation started to travel down Xander's spine to his balls. Xander felt his orgasm rapidly approach and tried to warn the young brunette by weakly calling to her, "Dawn honey, I'm, fuck yes, I'm going to cum baby."


Dawn barely heard Xander as he tried to warn her off. Pulling her mouth off for the briefest of seconds she quickly said, "it's OK", before quickly engulfing his dick again.

With Dawn's consent Xander couldn't contain himself anymore and he screamed out, "Dawnieeee!!" as his nuts tightened up and his dick swelled and throbbed inside of his girlfriend's mouth as the first jets of his orgasm went straight down her throat. As she pulled her head back the next several shots went across her tongue where she promptly swallowed his cum.

Finally spent, Xander lost his erection as Dawn cleaned the remnants of his orgasm from his dick.

Leaning over Dawn kissed Willow allowing the young redhead girl to get a taste of Xander's orgasm.

Moving down to Xander's feet, Dawn untied Xander's legs while Willow undid his arms.

Once he was free he grabbed Dawn and gave her a sensuous kiss, tasting himself on her lips. Finally coming up for air Xander said to his young girlfriend, "now it's your turn."

Dawn wiggled out of his grasp and climbed off the bed. "No it's not."

Both Xander and Willow looked at their girlfriend perplexed. After all she was the one that initiated the majority of their sexual encounters together. They both became worried and asked at the same time, "why not?"

Dawn looked a little embarrassed but she answered her two lovers, "this morning "that time of month" started. I wanted to do something with you guys but I can't. So I'm just going to go and take a bath."

Willow made a move to get off the bed when Dawn stopped her, "by myself Willow."

Willow understood and smiled at her girlfriend before she left to take a bath.

After Dawn had left the room, Willow climbed off the bed and grabbed her robe off of the dresser. She put it on before she pulled Xander to his feet. Xander slipped on a pair of running shorts while Willow waited for him.

Once he was dressed Willow addressed him, "now wouldn't you miss that if you left?" She asked raising an eyebrow.

Xander got a sick feeling in his stomach. Staring at Willow wide-eyed, Xander asked, "she told you?"

"Yes. Dawn doesn't know and she never needs to know. Xander we all make mistakes. Look at me, last year I tried to kill everyone on the planet. But you still love me, so don't think that some little mistake is going to cause us to leave."

Xander rushed forward and scooped up his girlfriend in a crushing hug spinning her around. "I love you so much Willow, I love the both of you so much."

"We know Xander, we know." Having said that she kissed Xander as he continued to hold her aloft while still spinning around.

In the living room two pair of eyes watched the spectacle unfold before them. Having just returned to the apartment Faith thought that they had almost come back too soon but she was happy that the trio was still a trio.

Beside her though, the green eye monster (jealousy) reared its ugly head once again.


Chapter 6

The First Evil stood in the dark and dank basement making the final plans for the destruction of the Slayer line. Giving out the final order to his primary weapon, Caleb, the First smiled an evil grin as Caleb turned and proceeded with the final assault on the Slayers, Potentials and the Scooby's.

Buffy was climbing out of the shower when Caleb made his final push. At the sounds of the Bringers crashing through windows and doors, Buffy sprang into action. Rushing out of the bathroom, sans clothes, Buffy made quick work of the Bringers that had rushed up the stairs to the second floor.

Faith and the Potentials were handling themselves against the Bringers rather well downstairs; then Caleb came in. Faith rushed at Caleb but was swatted away by the psycho preacher.

"Now, now Girly Girl. You just wait your turn. As soon as I get through beating on that uppity blond bitch, I'll come back down here and stick a knife in your gut and twist it around to see how much you scream."

Faith tried to stand to take on her attacker but the blow she had received left are somewhat dazed.

Caleb rushed up the steps to fight Buffy. He arrived just in time to see the small woman snap the neck of the last Bringer that had made it upstairs.

"Well, it looks like I get you all to myself little girl. I think it's about time I taught you a lessen." Caleb taunted her.

Buffy dropped the lifeless body of the Bringer and told Caleb, "yeah lets end this once and for all."

After dropping the Bringer, Caleb saw that Buffy was naked. Clamping his hands over his eyes Caleb screamed at Buffy, "put some clothes on!"

Buffy was shocked at his reaction. "You can kill me, but you can't look at me naked?"

Still covering his eyes Caleb answered the confused Slayer, "ain't nothing wrong with a little killing, but sex is just not right."

Buffy stared at her would be assassin, thinking about what he had just said. Finally she replied to him, "you were repressed as a child weren't you?"

"Now what my mother did to me as a child is none of your concern. And whenever I had those thoughts of lust, I deserved to be locked in the cellar."

"That explains a lot about you Caleb."

"Well, you never mind that and put some clothes on so we can finish up here. I promised that other Slayer that I was going to stick a knife in her gut and I don't aim to break my word."

Buffy was silent for a few seconds then she spoke again, "OK, I'm dressed now."

Caleb uncovered his eyes and got a full view of the petite woman's small breast and dark-haired triangle sitting above her cleft.

Caleb slammed his hands over his eyes again and screamed at Buffy again, "you big liar, and I knew you wasn't a natural blond."

"It looks like someone needs to get laid; BAD." Buffy smirked at Caleb.

Just then Faith and a handful of the Potentials made it up the steps. "Yo B, why's dumb ass got his hands over his eyes and why aren't you kicking his ass?"

"It seems Caleb needs to get laid," Buffy explained to her sister Slayer.

"Quit saying that," Caleb lamented.

(("Why aren't we fighting? Who is the strange man? He looks like he needs to get laid,")) Chao Ann spoke to the group looking around for answers.

Faith frowned as she looked at the young Oriental woman, while speaking to Buffy. "What'd she say B?"

Buffy smiled her big fake smile at Chao Ann and spoke through clenched teeth, "I have no idea."

Spike filled them in as he came up the steps dragging the last dead Bringer behind him. "She said that the poofta in the corner needs to get laid."

"I Do Not!!"

Everyone ignored Caleb.

"How do you know Chinese, Spike?" Buffy asked the recently souled vampire.

"I was in China during the Boxer Rebellion. Picked up some of the language while I was there."

Everyone except for Chao Ann and Caleb responded at the same time with a head nod and an, "oh."

Buffy smiled to herself as she came up with an idea. "Caleb we're going to get you laid. I think it'll change your line of thinking." Buffy told their erstwhile destroyer.

"No you're not. Now will you get dressed so I can kill you all?"

"How about if we all get undressed and no matter where you look or feel, there are naked Slayers and Potentials," Buffy taunted Caleb.

"Yes," came the enthusiastic cry from Molly who was standing behind Vi.

Everyone except Caleb looked at her, some with knowing smiles.

Molly smiled meekly at the others and said, "I'm going to go downstairs," in a weak voice.

"Anyway back to you Caleb. Who wants to break him in? Faith?" Buffy asked the dark Slayer.

Faith looked appalled at Buffy's assumption. "I know I've had my moments, but why do you assume I should fuck him?"

Buffy tilted her head to the side and shrugged her shoulders. "Your past dalliances with men."

Faith's face turned red as her anger rose up in her. Biting her tongue, Faith said nothing as she stormed down the steps.

"Damn, what's her deal? She used to live for these sorts of things," Buffy pouted.

"People change Slayer," Spike said patting his chests after Buffy looked his way.

Buffy realized how true that statement was. After all if the vampire that was part of the quartet that ran amok in Europe during the 1800s killing people left and right went to get his soul back, then Faith may not be on the road of self-destruction anymore.

Buffy looked around and asked who was going to do the deed. As she looked around at the gathered girls, each one would look away. That is until she came to Chao Ann. But in all fairness Chao Ann didn't know what the hell was going on.

((What the hell is going on? Why is everyone looking at me?)) Chao Ann questioned.

((The short bossy blond wants to know if you'll fuck the poofta in the corner and end this conflict.)) Spike informed her.

"What did the two of you say Spike," Buffy demanded to be told?

Ignoring Buffy, Spike waited for Chao Ann's answer.

((I'll do it, but only to get away from the bossy blond and the old British man that is trying to kill me by giving me something with milk in it every time I see him.))

((Right then; I'll let the bossy one know and you take the virgin to one of the bedrooms.)) Spike said to Chao Ann before turning to Buffy & Co. to explain.

"Chao Ann is going to break in virgin boy over there and hopefully put an end to this." Spike let the others know.

"I'm not going to touch any of you harlots. So ya'll can just forget that idea." Caleb said still looking like a fool as he continued to stand in the house of his enemies with his hands over his eyes.

"Mate, I don't think you're going to have to touch anything. I think she'll take care of that." As he told Caleb what was going to happen Spike nodded to Chao Ann to get her moving.

She walked over and stood in front of Caleb and placed her small hand on his groin feeling him grow erect immediately.

((It's not as big as the one that the man that fixes the windows has, but it's big enough to have some fun with.))

((Hold on a minute. How do you know what Xander has dangling between his legs?)) Spike hastily asked the young woman.

((One afternoon, a few weeks ago, I had to go to the bathroom and when I got to the door I heard noises that sounded like someone being hurt, so I looked in the room just in time to see him sticking his big dick in the redhead woman that the bratty girl is in love with.))

Leaning his head back Spike gave a chuckle. ((So you watched droopy have sex with the witch; that's funny.))

Chao Ann looked at him mystified. ((He's not droopy. The redhead girl and the long brown haired girl with the big lips kept him very hard.))

Spike's eyes about bugged out. It was now common knowledge that Xander and Willow were together but Chao Ann had just indicated that a third person was involved with them. Not only a third person but none other than the Slayer's younger sister.

((Now hold on a bloody minute. Are you saying that Xander, Willow and Dawn were having sex in the bathroom?))

((If Dawn is the tall, big lipped girl that moved out to live with the window fixer and the redhead woman when the house got crowded, then yes it was those three.))

Buffy butted in at this point, "what were you two saying about Xander, Willow and Dawn?"

"Oh, uh, she was just asking if she could use droopy's apartment to break Caleb in and I told her they would get pissed if they went over there." Spike lied to her.

Satisfied with his answer Buffy looked at Chao Ann and waited for her to do whatever she was going to do.

Buffy and the others watched Chao Ann as she started to openly fondle Caleb, who was just standing there.

Although he wasn't stopping Chao Ann, Caleb did have a few things to say, "my mother would be so ashamed of me."

"Take it from someone who knows. Quit thinking about your mum and you'll have a right good spot of fun." Spike instructed Caleb.

Leading him by his hard on, Chao Ann took him into what used to be Willow and Tara's room.

The rest of the group went about cleaning up the mess that the Bringers had made. After a hasty cleanup they lounged around the house waiting for Chao Ann. They heard banging, bumping and moaning, then 45 minutes later Chao Ann and Caleb came downstairs hand-in-hand. Those people in the living room looked at the two of then expectantly.

((At first he didn't last long, but he has good recuperative power. So we're going to go make up for lost time.))

They all sat in shock as Chao Ann led Caleb from the house and thus from the battle while he mumbled, "my mother was an evil woman. I don't know why she wouldn't want me to do that."

Two seconds later the First Evil, in Buffy form, showed up madder than a hornet. "I will destroy you all! I will make your pain a thousandfold! I will . . . "

"You will shut up and go away. Your Bringers are dead, your primary weapon got laid and quit your cause. The Hellmouth is still closed, you're incorporeal, so unless you plan on talking us to death you can't do anything." Buffy cut the First off.

The First being soundly beaten by Caleb's newfound sexuality, turned into several scary visages, that no one was afraid of, then disappeared.

Having defeated the lame season seven villain, Buffy turned to the others and said, "let's go get some ice cream and when Giles shows up we can figure out what to do next." Gathering up the troops, Buffy then proceeded to the ice cream shop.

Spike brought up the rear thinking of merry bushels of cash and an unending supply of blood, if he could figure out a way to properly blackmail Xander about his knowledge of the relationship that Xander and Willow shared with Dawn.

Meanwhile in L.A.

Angel and Cordy saw Willow enter the room down the hallway. They were going to yell to her but didn't want to disturb the other patrons of the hotel that they were staying in. Angel raised his arm to knock on the door, once they had reached it, but stopped.

"Hello. You have to actually knock on the door for them to know we're here," Cordelia told Angel.

Angel looked at her and frowned at her attitude or at least that's what he tried to convey, but it was hard to tell since he always looked unhappy. "I think we should thank them later." Then he turned to leave.

Chasing after the departing vampire, Cordelia berated him. "We came over here to thank Willow for restoring your soul and now you don't want to see them? Is it Xander? Are the two of you ever going to get over your petty grudges? I mean so what. You're a vampire and he's a Zeppo; deal."

"I don't think he's a Zeppo. I think he's doing rather well right now." Angel had a little smirk on his face as they continue down the hallway.

Cordelia stopped dead in her tracks and looked back down the hallway at Willow, Xander and Dawn's room. After seconds of staring, she ran to catch up with Angel, who was just entering the elevator. "No fucking way. They cheat on me and Oz in high school and I wish us into a bizarro world and they wind up together. Then Willow turns gay and they still wind up together!?" Cordelia was ranting as they rode the elevator to the lobby. "Well that explains why they didn't want to stay at the Hyperion. They probably didn't want anyone to find out that they were together, again. I hope Dawn doesn't come back from wherever she is too soon or she could be scarred for life."

Angel looked at her funny when she said the last part.

"What?" Cordy shrugged her shoulders, making her indignant face at the first known souled vampire.

Angel shook his head and said, "nothing," as he continued to his car. He did have one question running around in his head. "I wonder if Buffy knows that Xander is banging her little sister and Willow? ; at the same time."

The next day, after Angel thanked Willow, the trio left Los Angeles and went back to Sunnydale.

Upon entering the house at 1630 Revelo Drive, they were greeted by Buffy, Giles, Anya, Faith and all the SITs minus Chao Ann. They were worried that the relationship had been revealed to Buffy and that the elder slayer was going to blast them.

Buffy stepped up to the three of them and hugged them, worrying them even more. After she hugged them, Buffy stepped back and smiled brightly before speaking, "we defeated the First Evil while you were gone. Well it was mostly me and Chao Ann but we defeated it."

Willow was excited and asked a series of rapid-fire questions. "Buffy, how? When? Where? Was anyone hurt? I don't see Chao Ann is she OK?"

Buffy smiled at her excited friend, "actually Chao Ann is showing Caleb the joys of sex and with the Bringers dead the First is in full retreat."

In the joy of the moment Xander leaned over and kissed Willow softly on the lips. Then he did the same thing to Dawn.

Buffy was getting ready to ask why the hell Xander would kiss her sister thusly, when she watched as Willow and Dawn shared a kiss. Buffy was confused by their actions but assumed that they were just sharing friendly kisses.

Faith was shocked that the three lovers kissed in front of Buffy and thought that she would have to intervene in the coming fight.

Buffy didn't say a word though because Willow and Dawn had shared a kiss similar to Willow and Xander's and there was no way that it was romantic, for all Summer's women were heterosexual.

"We've been talking since it happened. Giles is going to take the SITs that have no family or those that are interested in helping to rebuild the Watchers Council and train them in the ways of fighting evil. The rest of the girls are going to go back to their families."

"Where are they going to set up operations for the council," Dawn asked her sister.

"Remember that castle that mysteriously appeared when Dracula showed up?" Asked Buffy.

"The Master's home," Xander spoke in a dazed Renfieldian way. "Damn I have to stop doing that," Xander followed up immediately.

Giles continued for Buffy, "I think it would be a perfect place to house our new headquarters. As a bonus it will teach all watchers the inherent dangers that the Slayer and her friends face on a day-to-day basis. I think it will be instrumental in changing the way that they would treat slayers if they have to brave the same inherent dangers night after night while living in close proximity to the Hellmouth." When Giles had finished speaking Kennedy supported his position with a loud, "ooo-rah."

"I for one wish that the new headquarters for the Watchers Council were somewhere else, "Anya stated.

"Why Anya? The council knows that you are an ex-demon, so that won't be a problem."

Anya rolled her eyes and waved her hand in dismissal of the thought, replying, "not that old news. I just feel that with the Watchers Council situated here on the Hellmouth that Rupperbear will be constantly there. And it will cut into our orgasm time."

At that moment almost all the mouths of everyone in the room dropped open. Giles, who had been casually leaning against the doorframe leading into the living room, stood straight up blushing and sighed out, "oh dear Lord."

Faith being more adept at not been concerned about what others thought about what she said spoke right up. "You and the G-man are having sex?"

Anya smiled her quirky little way and replied to the dark slayers question, "oh yes. For several months now. I haven't trained him as well as Xander yet but he's getting there. Just the other night I showed him how to properly lick . . . "

She was suddenly cut off when Buffy threw her hands up waving them frantically and almost yelling, "Stop!! Please don't continue."

Giles had removed his glasses and was currently rubbing his throbbing temple and spoke from beneath his hand, "quite right. For the love of all that's decent do as Buffy asked and don't continue."

"Fine," Anya replied angrily to Giles before sitting down on the couch sulking.

Giles moved over to stand beside the couch and placed his hand on Anya's shoulder. Looking at the rest of the people gathered in the room he spoke to them, "everyone, me and Anya are, well I guess we're dating and she makes me feel wonderful." Giles than leaned down and kissed his girlfriend who was now smiling.

The Potential's didn't know what to say because they wasn't part of the Scooby dynamic that had been going on for the past seven years. Buffy and Faith also didn't really have anything to say about the new revelation, so it came down to the only other person that it would directly affect.

"Xander are you OK with this?" His redhead girlfriend asked him.

Xander looked lovingly at Willow and then he looked over her left shoulder at Dawn who was standing just behind her girlfriend. "How can I not be?" He then turned back and smiled at Giles and his ex-fiancé who in return smiled at his acceptance.

With the dust of the last conversation not even having settled yet, Buffy started on plans for the new Council.

The conversation about the new changes that were going to be placed into effect, continued on for few a more hours, finally being brought to a close when the sun started to set and the need for those who were interested in continuing their training as a potential Slayer to set out on patrol.


The next morning after Dawn had left for school. Xander and Willow were laying in bed sharing a pillow. The covers were pulled up over their shoulders and they were laying on their sides facing one another. After a few moments of watching one another Xander finally broke the silence.

"Willow if I tell you something will you promise not to get mad?"

Willow looked at him concerned but nodded her head.

"Before Buffy came into town, I had feelings toward you."

"What kind of feelings?" Willow asked with a hint of anger in her voice.

"The kind of feelings me, you and Dawn are sharing with one another now."

Willow rolled out of bed and pulled her robe over her nude body and started out of the bedroom.

Xander sat up in the bed, "Willow you promised."

Offhandedly Willow responded to him, "I'm not mad. I'm just going to get some juice." Then she left the room without looking at him.

Xander got out of the bed and made his way into the kitchen wearing nothing but the boxer shorts that he had slept in.

Willow was standing in the kitchen pouring herself a glass of orange juice.

"Can I have one?" Xander asked her.

Willow set the carton near him and went out onto the balcony.

Xander put the juice away after pouring himself a glass of juice. He followed Willow out onto the balcony and stood a few feet away from her. "Glad you're not angry with me."

Willow snapped her head around and angrily glared at him, "what am I supposed to be Xander? You just told me that you had feelings for me, which means you were aware of my feelings, but instead of being with me, when Buffy came along with her short skirts, you chased after her and then when she wouldn't have you, you went out with the person we hated the most!! Way to show me how much I mean to you Xander!" Willow turned to walk back into the apartment but Xander blocked her path.

"Wanna hear my side now?"

Willow tried to move past him again but he blocked her path a second time. Turning away from him she folded her arms over her chest and started to cry.

"Willow, who is my best friend in all the world since forever?" Xander asked from behind the crying woman.

Through the sniffling she replied, "I thought it was me, but I guess it just went to whatever girl was in the shortest skirts or had the biggest boobs."


"You know that's not true. You are and have been my closest friend. Knowing that, who would you say my second closest was?"


"Yes." Xander choked back his own tears. "When Jesse . . . when he died it hurt so much. We had just been introduced to the world of vampires and I was seized by the most horrible fear I could know. The person I cared for the most was still in danger. My beautiful Willow. I wanted to ask you out still, but one night after Jesse's death I thought about how I would feel if I lost you and it hurt so bad. Then I thought, what if you and I got together and you lost me? I couldn't do that to you, so I chased after girls that I didn't love and felt that they wouldn't return my affections and hoped that you would get over me and move out of this godforsaken town. After graduation you didn't leave, you stayed so I stayed, not for Buffy or Cordelia or Anya; for you."

Xander didn't have time to dodge the swift open palm slap that resounded on the balcony. "That's for denying US."

He was still reeling from the slap and was not prepared for the heated French kiss that followed. When she released her bruising grip and finished the kiss she said, "that's for caring so much."

Xander knew she was going to be okay with everything and with his fear of them leaving dealt with, life was finally picking up for Alexander LaVelle Harris.

Willow took Xander's hand and led him to their bedroom. Standing at the foot of the bed, Willow started to kiss Xander. Wrapping her legs around his right leg, Xander could feel the damp curls of Willow's sex brush against his leg before she pressed firmly against him wetting his thigh in the process as her robe parted.

Feeling Xander grow hard against her stomach, Willow broke the kiss and started to kiss his neck moving down toward his shoulders. Pulling at has left nipple, Willow spoke against his chest, "makeup sex?"

Xander nodded and grunted a yes to her.

Willow quickly dropped to her knees and yanked his boxers down to his ankles. Watching as his erection slapped against his stomach when it popped free of his shorts. Willow cupped his balls in her left hand and grasp his dick with her right. Bending it out away from his body, Willow leaned forward and took the head into her mouth and tickled the ridge with her tongue, causing Xander to inhale sharply. Caressing Xander's balls, Willow took his cock deeper into her mouth.

Willow began to forcefully suck her boyfriend's cock . The heat of the moment and the act spurring her to new levels of excitement. Grabbing Xander's ass she pulled him forward causing him to fuck his cock further into her mouth. As the head of his dick started into her throat Willow suppressed the gag reflex and took all of Xander into her mouth.

Xander let out a grown of pleasure as he entered his girlfriend's throat. Looking down he gazed into the sparkling green eyes of his girlfriend, the twinkle in her eyes conveying her joy as she finally accomplished something that Dawn had been doing for the past few weeks.

Willow started to bob her head up and down Xander's length, enjoying the feel and the taste of Xander as he slid across her tongue time and again.

Xander was making small counter thrust, enjoying the skills that Willow had learned from Faith. The feel of her nimble tongue as it fluttered around the sensitive ridge that ran the diameter of the head of his dick. The prickly sensation that would run up his spine when she grazed the length of his shaft with her teeth. Xander thought back to the first time she gave him a blow job and the unpleasant feeling of her teeth scraping across the head of his dick. The difference was like night and day. The month or two she had been pleasuring him with her mouth had made her very skilled with that very same mouth.

Willow swallowed his dick again then pulled back, sucking on the head strongly when it was the only part left in her mouth. Working the tip of her tongue into the slit at the end of Xander's dick, she felt Xander shudder in response.

"Willow baby, suck it like that. It feels soooo goooood," Xander crooned to her.

Willow could feel Xander's dick swell in her mouth as his orgasm started to kick in. She quickly removed her mouth and pinched down on the base of his dick forestalling his orgasm.

"Aww Willow," Xander moaned.

Willow stood up and pushed Xander so he fell on the bed. She then pulled his boxers the rest of the way off before slipping the robe from her body. "I want some of this makeup sex also," Willow smiled to him before climbing over Xander placing her knees on either side of his hips.

Sitting astride Xander, Willow leaned forward placing her hands on his chest. Pressing her hips down she trapped Xander's dick between the two of them and started to rub her pussy back and forth on his erection.

Xander lifted his head and watched as her pussy lips lay on either side of his shaft and how red and swollen her clit was as she rubbed the little nub against his dick.

Willow's juices were liberally coating Xander's cock as she continued to masturbate herself using Xander as a living dildo. When both of their sexes were soaked, she lifted up slightly and worked her hips around until the head of his cock slid into her warm embrace. Sitting completely down Xander filled Willow completely causing both of them to a groan in contentment.

After her muscles had relaxed to accommodate Xander, Willow started to rotate her hips around reveling in the way his cock stretched and rubbed against the deep walls of her sex. "Xander it feels so good inside of me," Willow told him as she closed her eyes and slowly rolled her head from side to side much like she was doing her hips.

Through his labored breathing Xander said, "I know Willow, fuck yes do I know!"

Willow slowly opened her eyes and focused on Xander's face. Smiling down to her oldest friend, turned lover, she asked him very sultrily, "do you want me to ride you Xander? Do you want to feel my wet pussy pumping up and down your big hardon?"

Xander reached up and cupped Willow's breast and started to rub her nipples causing her to shudder at his touch. "I can't think of anything I'd rather be doing," Xander smiled up at Willow.

Lifting up Willow slowly extracted Xander from her body, leaving a trail of her glistening excitement behind in the process. When only the head was still embedded in her body, Willow once again rotated her hips. It was like she was trying to polish the head of his dick with her tight pussy. Suddenly Willow slammed her pussy down onto Xander causing them both to scream in pleasure as their hips slammed together.

"Damn Wills, what are you trying to do to me?"

"Well, I'm trying to show my bastard boyfriend what he's been missing the past few years by being afraid," Willow finished speaking and gave a little giggle.

Warmed by Willow's playful mood Xander reply to her. "Even if my bitch girlfriend fucked me blind I don't know if I would change my mind."

"We'll see then," she smirked at him. Willow once again slowly lifted off of Xander, only to slam their groins together seconds later. This went on for several minutes before Xander couldn't take it anymore.

Reaching down he pressed his finger against Willow's inflamed clit and felt her pace break and become more erratic. As she started to ride Xander faster she looked down at him and asked, "couldn't take it could you?"

"No more than you could," he replied as he continued to wobble her clit with his fingers, bringing her closer to release. Xander placed his free hand on her hip to help lift her up so her legs wouldn't give out too soon.

Willow continued to happily ride Xander until the pleasurable build-up of that wonderful muscle tension became too much and her whole body begged for release.

Shifting her hips Willow aligned herself so that Xander's cock would bump into her g-spot every time. With Xander rubbing her clit, she started making short thrust with her hips causing her orgasm to rush up on her. Not just any orgasm either but the much coveted G- Spot/clitoral combo. All of her muscles became tight and her skin turned a rosy tint as she started to come.

Willow didn't scream or thrash about, she just leaned forward and squaze her legs tightly against Xander's thighs as she opened her mouth in a silent scream.

Other than Willow's pussy doing the most wonderful things to his cock Xander wasn't sure that she was coming. Moving his hips Xander was getting ready to thrust into his girlfriend when she clutched his shoulders sinking her fingernails into his tight muscles.

"DON'T MOVE!! STAY RIGHT THERE!!" Willow screamed out as the muscles in her body contracted and release in orgasmic nirvana. Willow continued to ride out the vestiges of her orgasm as the most wonderful throbbing sensation she'd ever felt washed over her body. When the last contraction had occurred in her body, she was as limp as a noodle.

She lay on top of Xander breathing hard and trying to recollect herself while Xander waited for her to give him a sign that he could move again.

When she started moving again Willow was acting like a cat as she started to rub her face over Xander's shoulders, neck, chest and face. The entire time she was doing this she was going, " mmmm." Willow then latched on to Xander's neck and sucked hard enough to leave a hickey just above his collar bone. With an orgasm that intense she felt a strong need to her mark her territory.

When she finished marking Xander, Willow smiled into the hollow of his neck and said, "Xander that was great."

Xander hugged her and replied, "I'm glad I could be of service," Xander gave her a smirk.

"Very funny you bastard," the redheaded woman replied before rolling over and pulling Xander so that he would be on top. Wrapping her legs around his back, Willow started to thrust against Xander as much as the position would allow. "Let's take care of my baby before he has to go off to work," Willow said in a babytalk voice.

Xander hooked his arms under her knees and placed her legs over his shoulders. When she was in position Xander started to plunge her depths quickly, since both of them were already well aroused.

Fucking her quickly, a sheen of sweat formed on Xander's hard muscles. Willow's eyes drank in the sight of the beads of sweat that had formed on his chest. She watched as his pecs rippled under his skin as he pumped his hard cock into her tight, wet pussy. Willow reached up and traced the lines his muscles formed under his skin.

Xander watched Willow with growing excitement. Other than the joy he had gotten from looking at and touching a woman's breast, he had never thought that he could receive pleasure by having someone play with his. But much like life, there are learning experiences everywhere and this was just one of the more pleasurable ones.

When Willow placed her hands flat against his ribs, just below his pecs and captured each of his small nipples between her thumbs and forefingers, Xander couldn't stop a low throaty, "oh Willow," from escaping his lips.

Xander became surprised when his nipples became erect while Willow pulled and twisted them. With the new sensations shooting to his groin coupled with Willow's hot pussy Xander fell over the edge. Ramming his cock as deeply as it would go, Xander threw his head back, neck veins bulging, and yelled, "fuck Wills I'm coming, fuck yes I'm coming!" His cock swelled and throbbed as his cum shot from the end of his dick and pooled at the mouth of Willow's womb all warm and sticky.

When the final drops oozed from his dick Xander released the bowed up position he had been holding Willow in. Now flat on her back he lay atop his girlfriend panting while his dick shrank in her pussy.

"OK you bastard, don't you go to sleep on top of me," she kidded while poking him in the sides.

Xander rolled off the small woman laughing. "I doubt I would sleep to long if I did."

Rolling on her side to face him she asked, "and why would that be?"

Rolling on his side to face her he told her, "because the wonderful smell, feel; awe hell, just the closeness of you makes me want to do all kinds of naughty things to you." He then reached over and pulled her against his body.

Giving him a quick kiss she asked, "it does?"

"It does," as he kissed her quickly in return.

"It really does?" With another quick kiss.

"It really does," and another kiss.

"Well as much as it does, you have work and I have classes. So we had better hit the showers," Willow said patting Xander's ass before climbing out of bed.


"Bastard," she called out as she disappeared into the bathroom.

A few minutes later under the warm cleansing waters of the shower, Xander was washing Willow's hair. Her back to him.

"Xander, why did you tell me about before? You could have just kept it to yourself and I would have never known."

Xander continued to clean her hair. "I had two equally important reasons. One; I wanted to be honest with you as well as myself. Two; Dawn."

"Dawn?" She stepped under the spray to rinse the shampoo from her hair.

"Remember last night?"


The three lovers were walking home on the warm SoCal night.

"Come on guys, let's tell Buffy. You heard what she said. As soon as the SITs are gone, she wants me back at the house," Dawn pouted.

"Dawn we need to think about this some more. We don't know how your sister's going to react to you seeing her best male friend, much less her best friend, who happens to be a woman," Willow explained.

"So until the three of us can come out of the closet, we'll just sneak around then," she said angrily. "OK, We'll sneak around then. But tonight I'm sleeping on the couch. I'll send in one of the hos that you probably wouldn't be ashamed to tell Buffy about." Dawn stormed into the apartment and grabbed her pajamas as she got ready to sleep on the couch.

Neither Xander or Willow would allow Kennedy to sleep in their bed, much to her annoyance. Faith had laid down on the sleeper sofa not hearing Dawn's request that she sleep with the, "other two". She was extremely distracted but Dawn's anger caused her not to notice it. So last night the Slayer, the Potential and the Key shared the pullout bed.


"Xander she's just mad at us right now. She'll get over it."

"Willow you know how tenacious she is. Did you see what she wore to school today?" Xander asked as they switched places under the shower head.

Willow stepped out of the shower and started to dry herself off as she answered him, "yeah, she had on this sexy... hey wait a minute, she looked like she was going clubbing not to class."

Xander nodded his head as he stepped out of the shower.

"You don't think she'll try to seduce someone at school to make us jealous or to get back at us do you?" Willow ask him as she handed Xander the towel and turned around for him to dry her back.

Xander dried Willow's back as he answered her, "she plans on seducing someone today, just not one of her classmates."

Willow looked over her shoulder at Xander, "you?"

"Yes, she knows how hard it is for me to say no to the women in my life, whether I'm dating them or not. I think she'll try to use that knowledge to wear me down and get me to tell Buffy."

Finishing Willow's back Xander started to dry himself off with a fresh towel.

"You think she'll try that at school Xander?"

"Before the First showed up, there were a few times that we ate lunch together in some of the rooms I was working on. They're away from the populated parts of the school and she knows that the other guys run away from that school when lunch or quitting time comes."

"Hellmouth?" She asked picking up her bra to slip on.

"Probably," he replied while watching her cover up her breast as she hooked the clasp on the front of her bra.

"What are you going to do?" Willow asked.

"I don't know Willow."

"Do you think you can handle her?" Willow asked as she pulled her panties into place.

"Yes," Xander replied reaching for his boxers.

Willow stepped up to Xander and pressed against his body before he could slip on his underwear. "Dawn's full lips pursed against your cock before she swallows every inch into her hot mouth."

Willow and Xander felt his hard dick bump against her panty covered pussy on its way to full erection.

Xander hung his head, "probably not."