Author: Angel the Part-time Succubus (Angelia Sparrow)

Email: valarltd@hotmail.com

Rating: NC-17, W/F, semi-consensual.

Summary: Faith helps Willow's late-night boredom

Spoilers: Zeppo, most of season 3

Disclaimer: These are not my characters.  They belong to Joss Whedon,
Mutant Enemy and WB.  I receive no monetary gain for these stories.

Distribution: Any and all.  You want it, you got it.  Just leave the header
on.

Feedback: Here's where I get paid, in applause.  If we poor shadows
have offended, think but this and all is mended, etc. Please no thrown
vegtables.  I do have my own garden.

Dedication: This is for my husband Richard, who challenged me to write
Willow/Faith

Author's Notes: Santa Carla is the town in the 1987 movies _The Lost
Boys_.  'Rockerboy' is a term from the dystopian future role playing
games, such as Shadowrun and Cyberpunk.  And while all the sex in this
fic is possible, don't try this at home, kiddies.  At least not without
proper education and lubrication.  There are plenty of fisting websites out there.
Do your homework.  And don't try it at all if she's
pregnant.  Can be fatal.  And Faith's take on the witch trials, is just that,
her own idea.  No offense to any neo-pagans intended.
 

It was a quiet night in the Sunnydale library.  The occasional clatter of
computer keys was the only sound to break the light Big Band music
coming from Giles' office.  Buffy and Faith were on patrol.  Cordelia
and Xander had managed to turn a doughnut run into a 90 minute
procedure that showed no signs of ending soon.

"Bored, bored, bored," muttered Willow to her computer.  Oz was in
Santa Carla with a gig.  It was her and the mouse, since she strongly
suspected Giles was napping.  He'd been jet-lagged since his annual
report trip to England.

"No trouble, and no one's watching.  I want some fun too."  She quickly
logged into her favorite fanfic site.  The Cartoon Strippers was always
amusing, unlike the endless K/Sing in the Star Trek groups or the tedium
of the Scully/Muldar 'shipping on the X-Files sites.  Tonight, though, the
male/male left her frustrated that Oz didn't have a boyfriend.  And the
male/female just left her frustrated, period.  So that left the
Daphne/Velma site.  But the Scooby Girls weren't doing it for her, so
she switched to the Josie and the Pussycats.

"Naughty Willow," came a voice from behind her.  She whirled,
covering the altered frame of Josie and Alexandra.  "And all this time we
thought you were researching.  Cyber cartoon porn.  That's almost
kinky."

"Faith, you're back early.  How was patrol?"

"Usual.  Vamps, fight, staking.  We ran into Angel and went for hot
fudge sundaes at Dairy Shack.  Buffy and Angel went off together.  I
came in to report.  Anyone else here?"

"No.  Giles is asleep.  Cordy and Xander went for donuts.  About 2 hours
ago."

"They're screwing in the broom closet.  Heard 'em on the way in.  That
is one sick relationship." Faith's voice rose into a vicious parody of
Cordelia.  "God, I hate you.  Can't you do anything right?  Ouch,
dammit, that's the mop bucket you're shoving me into."

Willow turned away flustered.  Faith stroked her hair.

"Hey, I'm sorry.  It's just hard to listen to her cuss him the whole time,
you know?  He's not really bad at it.  I was tempted to boot her gucchi-
clad ass out of there and have a shot at him myself.  Or maybe both of
them.  I'm horny enough to fist the bitch until she screams."

"Only fair," Willow managed.  "You're doing Xander, and so is she, so
why shouldn't you have a shot at her?"

"You're cute when you babble," Faith commented and kissed the
redhead invasively.

"Wait a minute!"  Willow snapped when Faith let her go.  "Oz.  I don't...
I mean, I couldn't.  I'm not gay.  I don't even watch Ellen.  I like boys!"

"Me too.  But girls can be fun.  And your honey is 150 miles away.  I
won't tell if you won't.  Besides, I can teach you a few things that you
can show him later..."

"I can't."

"You liked it when I kissed you.  You opened your mouth, and the
tongue was working.  And I'm going to kiss you again, like it or not."

She bent forward and kissed Willow again.  This time, less invasive, but
with more hand work.  When Willow came up for air she realized two
crucial things.  First that Faith had undone her overalls and had her
hands under Willow's shirt.  Second that she was incredibly aroused.

"Do you want to?"  Faith asked.  "Say yes."  She pinched Willow's
nipples and made the other girl gasp.  "Say yes."  Another pinch, harder,
and the gasp was louder.  "Say yes."  She twisted while pinching and
Willow yelped.  "And if you wake the watcher, I'll spank you until your
butt matches your hair.  Now say yes."  She pinched harder yet.

Willow, ready to do anything to make Faith stop, finally sobbed "yes."

"Good girl.  Know someplace private we can go?  The broom closet is
out."

"The 500-600 shelves are never used.  And it's a nice wide aisle.  You
aren't going to hurt me anymore, are you?"

Faith smiled wickedly.  "Not unless I have to, Red.  Now lead the way."

Willow clutched her overalls and hastened up the stairs, to the science
and technology area.  It was rare that Giles needed these books after
school hours.  She stood in the middle of the aisle, awkward and
nervous.

"Strip down, sweetheart.  Let's see what you got."  Unconcernedly Faith
started taking off her own clothes.  "Why are you so nervous?  What do
you think all those witches got burned for back in the middle ages?
They weren't casting spells, they were having orgies.  Without inviting
the men.  Aren't you the witch in this group?"

"I don't want to get burned," Willow whimpered as she shed her overalls
and shirt.  "Been there, done that."

"If you don't want to get burned, little pretty, don't play with fire."  Faith
pulled the naked witch to sit beside her and kissed her forehead.  "Now
just relax and let me drive.  We'll be fine."  Faith pushed her back onto
the carpet and kissed her.

Willow realized she would be happy just to lie here, naked on the old
carpeting, the cinnamon book must filling her nose and Faith's
incredible mouth kissing her.  She had never noticed how full the other
girl's lips were.  Was this what Xander liked about her?

Faith was enjoying Willow.  Virgins were always such fun.  She seemed
to know a lot about kissing at any rate.  And the way she moved gave
Faith a clue that when they set the specs for redheads, Willow hadn't
exactly been out to lunch.  Then Willow surprised her, by stroking her
breast.

"Hey, Red, I'm the butch one.  That means I do the work, got it?"  She
pinched Willow's nipple too hard for emphasis.

"I have it."

"Good.  Now lie back, and enjoy, because I'm gonna go where no man
has gone before, not even your doctor."

Willow lay back with her eyes on the ceiling, and relaxed under Faith's
touch.  The Slayer's strong fingers started at her hair and rubbed her
scalp.  Just as a reminder who was in charge, Faith tugged gently at the
fistful of hair she held and was excited by the shock and pain in
Willow's eyes.

Her fingers moved across the widow's peak and over the girl's forehead
to trace her fine cheekbones and delicate chin. *So pretty.  And she's
mine.  That rocker-boy doesn't deserve her and neither does Xander.
She's mine!* The soft lips fell under Faith's thumb.  They parted slightly
and Willow's tongue flicked out to graze the digit.

With that, Faith had to kiss her again.  Willow was eminently kissable,
and quite cuddlesome.  Most people didn't notice her body, because of
her clothes.  But without clothes, Faith was seeing a beautiful woman,
with no experience, and no inhibitions.

"Your lips are so sweet, Red.  I wonder how the others taste.  I'm going
to find out you know.  Has he ever done that?"

"Nooo," she sighed slowly.

"Good.  Then I'll know you're getting a good experience for your first.
But let me explore a little more."  Faith ran her hands over Willow's
collarbones, marveling at their delicacy.  She found the breasts, not
large, but adequate.  A nice fit for her palms, and a nicer fit for her
mouth as she lowered her lips to the left one.

Willow squirmed, and breathed harder.  This was too exciting.  Even
when Oz had kissed her like this, she hadn't gotten all tingly and wet.  It
had been nice, but now every nerve ending felt like it had it's own
separate charge, and someone had wired her clit straight to her nipples.

"Horny, are you?" asked Faith in her best Giles impersonation.

"Quite."  Willow did her own, including the odd tongue cluck.

Both girls broke out giggling and hastily shushed each other for fear of
waking the Watcher.

"Let Faith make it all better."  Suddenly, Willow gasped as two fingers
were shoved into her rather unceremoniously.  The roughness excited
her, and when Faith tried a third, she was rocking against the hand and
muffling her cries in the Slayer's shoulder.

"On one knee, the other foot flat, leg at 90 degrees," instructed Faith.
Willow knelt up, puzzled by the position.  Faith helped her, it was the
old kind of kneeling from the picture books.  And Faith still had three,
no four fingers inside of her.

"Red, I'm going to fist you.  This position lets you control how much you
take at once.   I don't really want to hurt you.  Now, ride my hand.  Take
it all in."

Willow moved up and down, full already on four fingers and almost
afraid of the thumb.  But then it was inside her and she was rubbing her
clit against the knuckles of Faith's hand.  It was glorious.  She felt so full
and her orgasm overtook her.  That gave her the added lubrication to
take the knuckles.  She paused, feeling the pulse in Faith's wrist as she
moved on her hand.  Faith closed her hand to make a fist, and Willow
slid another 2 inches down her arm as the fingers retracted.

Gently, the Slayer helped the other girl down to lie on her back, as she
pumped her arm in and out.  There was no need to treat her sweet
Willow like a punching bag.  There would be time for that later.  A time
to leave her so bruised she would never look at a man again.

Slowly, Faith withdrew her hand, smelling the musk that coated it and
bringing it to her lips.  Willow watched as Faith licked one finger after
another clean.  Then the hand was in front of her face, and Faith was
wanting her to lick.  She reached out a hesitant tongue, never having
tasted a woman before, and licked Faith's ring finger.  To her surprise, it
tasted clean and salty and good.  She sucked the ring finger and pinkie
clean.

"You taste good, Red.  Now," Faith plunged her face between Willow's
legs, "for that kiss."  Willow lay back and lost herself in the sensations
that overwhelmed her.  Oz had never made her feel this good.  The few
kisses she has shared with Xander had come close, but ultimately fallen
short.  A mildly distressing thought formed, and she wondered briefly if
this made her gay.

But the thought soon became impossible as Faith's talented tongue
worked at her.  She felt the pressure building inside her, until she
shattered like a living crystal.  But Faith didn't stop.  And Willow
clamped her legs reflexively over Faith's head and pulled her closer by
her hair.

A loud yell escaped Willow as the pleasure became intolerable yet again.
Her eyes fluttered open to see a pair of cordovan oxfords not far from
her head.  Her gaze traveled up the trousers, with their immaculate
crease and cuffs, to the vest and button down shirt.  Giles had removed
his glasses and was polishing them as if that would make the sight of the
two girls go away with the smudges.

He cleared his throat and Faith looked up, her hands still clutching
Willow's hips.  "When -erm- when you ladies are quite -ahem- finished,
come to my office.  D-d-dressed, if you pleased."

He turned and left as quietly as he had come.  Willow looked at Faith,
and Faith looked back.

"I thought you said he never needed books from this aisle," Faith
grumbled, moving up to kiss Willow.  Greedily, Willow licked her own
juices from Faith's face.

"He usually doesn't," Willow admitted.  "Shall we see what's up?" She
reached for her overalls.

"When I say we're done, Red," Faith ordered, shoving her back down.
"And only when I say."  She pinned Willow's wrists beneath her hands
and kissed her too hard, biting a bruise across her lips.  "Be good and I
won't have to hurt you any more.  You're mine, Red.  And I don't share
well.  You can see your rockerboy, but if I find out you've done more
than kiss him, you'll be one sorry little girl.  Are we 5 by 5?"

"Yes, Faith," Willow whispered, wondering what she had gotten herself
into.

"Good."  Faith kissed her long and slow and sweet with her soft full lips.
"See, it can be really good for us.  Now, same time tomorrow?"

Too frightened to say anything, and remembering how good Faith had
made her feel, Willow nodded.  Faith let her up.    As she put her clothes
on, Faith hindered her by stroking her all over.  A sudden slap on her
bottom brought tears to her eyes.

"And every time you sit, you'll remember now."  Faith kissed her one
last time and they made their way to where Giles and the others were
waiting.

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