Xander smiled against Cordy’s pussy, his lips wrapping around her clit and sucking hard. His cock hardened as he heard Cordy’s gasping get quicker, and he thrust his hips gently against the bed as Cordy screamed. Her cum filled his mouth, wetting his lips and soaking his tongue.

As Cordy’s moans and gasps died down, Xander was aware of the sound of his door bursting open and feet clattering down the steps.

“Your little friend really fucked up this time!” Faith snarled, plopping down in the chair opposite the bed. Her eyes appreciatively took in the sight of Xander and Cordelia, completely naked, Xander’s head poised between Cordy’s thighs, wetness gleaming on Cordy’s pussy. “Damn, too bad I didn’t get here about five minutes sooner,” she purred. “I would have liked to see you eat the cheerleader, watch her face when she came into your mouth,” she added, making her words as dirty and erotic as possible.

Cordy blushed and struggled to sit up, pulling the blanket over her torso. Xander, his cheeks faintly pink, stood up and slipped his boxers on. "What’s wrong, Faith?” he asked, trying to ignore the heat in his face and the erection that had become rock-hard when Faith made her little declaration.

“Willow. The bitch called me a skank,” Faith replied. Her right hand slid inside her pants, her left undoing the button and easing the zipper down so she had easier access. She watched Xander’s cock twitch and Cordelia blush a deep red when her fingers slid into her pussy. Faith closed her eyes and let her tongue dart out, wetting her lips, as she massaged her clit. Her fingers worked faster and faster, her breathing getting shallow, until she shuddered and a cry came from her lips. She pulled her fingers from her pussy and licked them, one by one. “So what if I am? The little witch is gonna pay for saying it.”

Xander’s eyes had closed and his hand had pushed his boxers down, freeing his cock. He wrapped his fingers around the shaft and let his thumb drift over the tip, rubbing the sticky pre-cum from his skin. Cordelia’s words brought him back to reality.

“So what do we have to do with anything?”

Faith smiled predatorily. “Well, I thought if you wouldn’t mind, I’d borrow your boyfriend here to get some revenge.”

Xander and Cordelia exchanged a curious glance. “What could I do?”

“You’re going to fuck me senseless in Willow’s bed,” Faith declared triumphantly. “You’re going to pound into me like a freight train and then, you’re going to cum all over Willow’s sheets and pillow. And if we’re lucky, we can time it so that Willow gets a damn good view of you and me sucking each other off.”

Xander groaned and thrust into his hand twice, cumming all over his fingers, his hips jerking as he rode out the orgasm precipitated by the vision of fucking Faith right through Willow’s bed.

“You done?” Faith asked with a smirk. Xander nodded and Faith stood up, grabbing his hand and pulling him up as well. “Then let’s go.” Xander obediently donned a pair of jeans and an old T-shirt and then headed for the stairs.

Cordy was slowly regaining her senses after the combination of a screaming orgasm, watching Faith finger herself, and then Xander masturbating and cumming in his hand. “Uh, excuse me?” she asked indignantly. “I never said I was going to let you have sex with *my* boyfriend!”

Faith stopped and gazed at Cordy speculatively. “You wanna join us?” she asked casually. “I could make you scream my name like you’d never believe possible.”

Cordy squeaked and blushed blood-red again, shaking her head emphatically to the negative.

Faith shrugged. “All right, but you’re missing out. Threesomes are a kick. And you have never experienced anything better than letting another chick eat you out. It’s fucking wicked.”

Cordy cleared her throat. “Thanks, Faith, but I *so* don’t think so.”

Faith shrugged again. “Then see you later.” And with that, she pulled on Xander’s hand and led him up the stairs, smiling as she envisioned sucking Cordy off while Xander rammed his hard cock into her pussy. *Maybe dreams really *can* come true,* she thought to herself with a silent giggle.

“Man, I haven’t been in Willow’s room since the whole Homecoming disaster,” Xander said as he opened Willow’s French doors, letting he and Faith into the room.

“I can see why,” Faith said with a smirk, looking around at the cheerful décor and the neatly-made bed. “Little Miss Priss sure isn’t very interesting.”

“What do you say we mess up the bed a little?” Xander asked lightly, his nervousness showing. He’d become a more adept lover after his initial encounter with Faith, but she still made him wary. He never knew what to expect with her.

“Sounds like an A plan,” Faith agreed. She quickly ripped down the comforter, leaving it in a pile on the floor at the foot of the bed, still tucked in at one corner. Then she threw the sheet back, wadding it up and pushing it down to the end of the bed.

When the bed looked like it had gotten some serious action, Faith turned back to Xander. Smiling seductively, she pressed herself up against him, bringing one leg up and rubbing it against his thigh. “You’re gonna cum so hard you’ll think you’ll never get it up again,” she purred into his ear.

Xander swallowed with difficulty, then raised his hands to cup Faith’s ass through her leather pants. He slipped a finger between her thighs and ran it across the seam covering her pussy, guessing that she wasn’t wearing panties. She bucked and moaned, so Xander figured he’d guessed correctly.

“Enough of this shit, I wanna get fucked!” Faith cried, backing off of him. She grabbed his T-shirt by the collar and pulled downward forcefully, ripping it from top to bottom. She pushed the material away from Xander’s shoulders and chest, pulling it down his arms. Then she reached for his pants and unbuttoned them, shoving them down, taking his boxers with them.

Xander groaned as Faith’s hot breath caressed his erection. After she had gotten Xander’s clothes off him, Faith stood up and quickly stripped from her tank top and pants. Xander wasn’t surprised to see that she wasn’t wearing panties or a bra.

Faith led him over to the bed and lay down on her stomach. Xander climbed on to the bed beside her and tried to lay down, but Faith stopped him. “I want it from behind,” she said easily. “You ever done the dog?”

Xander shook his head. “No. But I’ve always wanted to.”

“Well, it’s your lucky day,” Faith said with a smirk. She rose up on her hands and knees and stuck her ass in the air. Xander closed his eyes and groaned, his cock rock-hard. He got behind her and reached down, gripping his cock, guiding it to her dripping pussy. When he was positioned at her entrance he thrust sharply, burying himself in Faith’s passage.

Faith moaned as Xander’s stiff cock filled her pussy. “Oh yeah, Xand,” she gasped, thrusting back and taking him deeper. “That’s it, fuck me hard.”

Xander gripped Faith’s hips and pulled back, leaving only the tip of his cock in her, then thrust deep once more, burying himself into her to the base. He reached around her and slid his fingers over her clit, rubbing her off as he thrust into her. She groaned again and he picked up the pace, thrusting hard and fast, getting as deep as he could with each thrust. He continued to piston in and out of her, their pace frenzied, their breaths coming in pants and gasps. Xander slammed his cock forcefully into her one last time, squeezing her clit while he did. He came hard, flooding her pussy with his cum, while Faith’s inner muscles contracted sharply and she spilled herself around his cock.

Faith dropped onto the bed and Xander collapsed on top of her, his cock still buried between her thighs. “Oh, God,” Faith moaned. “That was so fucking incredible. Who the hell taught you to do that?”

Xander smirked with pride as he rolled off of her. “I just picked it up along the way,” he said as he propped himself up on one arm.

Faith rolled over on her back and looked up at him. “Well, let me show you something that *I* picked up along the way,” she growled hungrily. She rolled off the bed and pulled him to the edge of it. She grabbed the pillow and laid it down between Xander’s legs, then kneeled on top of it. Faith then bent her head, her cascade of raven hair falling over Xander’s thighs and hiding her face as she lowered it to his rapidly hardening cock.

Xander hissed as Faith’s warm tongue came into contact with his erection. She traced her tongue over the vein on the underside of his shaft, running it from tip to base and back again. When she’d bathed his entire length, she sucked it into her mouth, closing her lips around him. She pulled hard on his cock, sucking him deep into her mouth, smiling when she felt his head bump the back of her throat.

Xander groaned, his hands clenching the sheets and balling them up in his fists. He’d never been deep-throated before; Cordy couldn’t handle him yet. “Faith,” he rasped out. “Oh, God.”

Faith pulled back, leaving just the head of his cock in her mouth. She swirled her tongue around it, sucked hard on the tip. Then she moved to take more of him into her again, and Xander was ready. As she went down on him, Xander gripped the back of her head and held her to him as he thrust shallowly, burying his cock between her lips. Faith continued to work his mouth over his cock as he thrust into her, until he began to shudder.

Xander hissed through his teeth, “Faith, oh God, Faith, I’m gonna cum…”

Faith immediately pulled back and backed off the pillow, watching as Xander’s body jerked and he exploded. Faith watched him hungrily as the fountain of sticky white cum poured onto the pillow.

Xander closed his eyes and let his body go limp as Faith picked the pillow up and placed it at the head of Willow’s bed. “There. *That* oughtta fuck up her mind with a vengeance,” Faith said with a smirk.

Cordelia could feel the wetness leaking from her pussy as she huddled on Willow’s balcony and watched Faith suck Xander off; she gasped as she saw Xander pour himself onto the pillow. Her fingers drifted down under the hem of her miniskirt and between her thighs. She leaned against the door, closing her eyes as she slid two fingers into her pussy. She was so involved in what she was doing to herself that she failed to notice Faith walk over to the door and pull it open.

Cordy fell into the room as the door gave way. Faith stood over her, smirking. “Decided you wanted to come play with us, after all?”

Cordy sat up and watched as her very naked and sweaty boyfriend strode over to them, leaning down to help her to her feet. Xander slid a hand between her thighs and pressed his cock into her stomach as she clung to him. “You obviously enjoyed watching Faith and me,” Xander said as he felt her arousal slick his fingers. “You want to try a little bit yourself?

Faith approached Cordy and pulled her away from Xander. “Cordy, trust me, it’s better than you expect.” Before Cordy could say anything, Faith had pulled Cordy to her, rubbing her naked breasts to the other girl’s chest. Cordy’s eyes widened in shock and Faith pressed the advantage; she stretched up to fuse her lips to Cordelia’s.

Cordelia was surprised by the gentle pressure of Faith’s lips against hers; she’d thought Faith would be brutal and demanding. Before she knew what she was doing, she parted her lips and drew Faith’s tongue into her mouth.

The room was silent as Faith and Cordelia explored each other’s mouths, their tongues meeting softly, tentatively. Faith was acutely aware of the fact that Cordelia was very uncertain, and was doing her best not to ravage the cheerleader like she wanted to.

Cordelia drew back and took a deep breath. She looked into Faith’s lustful eyes and hesitantly raised her hand to Faith’s breasts. Faith threw her head back and moaned, holding Cordy’s hand to her breast, guiding Cordy’s fingers to her nipple. Cordy rolled Faith’s nipple between her thumb and forefinger and Faith gasped. Cordy ducked her head to take one of Faith’s breasts into her mouth, and Faith eagerly went for the back of Cordy’s skirt, unfastening it and sliding it down her silky thighs.

Cordy pulled back and quickly pulled her designer top off, throwing it on top of Xander and Faith’s discarded clothes. Xander came up behind her and brought his hands around, squeezing and caressing Cordy’s breasts as Cordy returned her attentions to Faith’s. Faith reached around Cordy and grabbed Xander’s ass, pulling the three of them together. Xander rubbed his cock into the small of Cordy’s back and she moaned around Faith’s nipple.

Faith and Xander broke their holds and stepped back from Cordy. When she gasped in protest, they each took one of her hands and led her over to the bed. “Lay down on the bed, Xander,” Faith instructed, and he did. She climbed on to the bed and straddled Xander, his cock pressing against her thigh. Cordy stood at the end of the bed, her eyes locked on Xander and Faith’s intertwined thighs.

Xander looked into Faith’s eyes and they came to a silent agreement. They rolled over so that Faith was on the bottom and Xander was on top of her. “Cordy, why don’t you come here?” Xander suggested. Cordy approached the bed and Faith grabbed her hands, pulling her onto the bed.

Faith guided Cordy’s legs so that she was straddling Faith’s head. “You’re in for the experience of your life,” Faith said as she reached up to grasp Cordy’s hips.

Cordy moaned. “Oh, God, Faith,” she sighed as she lowered her pussy to Faith’s waiting mouth.

Xander groaned as he watched Faith slide her tongue in his girlfriend’s pussy. He pulled back and positioned his cock at Faith’s entrance, then thrust into her hard. Faith moaned around Cordy’s clit as Xander filled her, and Cordy gasped at the vibrations throbbing through her clit.

The three of them worked themselves into a rhythm, Xander pistoning rapidly into Faith’s pussy while Cordy rocked herself back and forth on Faith’s mouth. Faith arched her hips up, taking Xander’s cock deep inside her as she swirled her tongue in Cordy’s pussy, raking her teeth over the other brunette’s clit.

Xander could feel himself on the edge and he reached in between his body and Faith’s, taking her clit in his hand and twisting it sharply as he thrust his throbbing cock into her one final time. He exploded inside her as she came, drenching his cock in her cum. Faith’s orgasm caused her to scream against Cordy’s pussy, and the feeling launched Cordelia into her own mind-shattering orgasm. Her juices flowed into Faith’s mouth and Faith licked at her dripping pussy as Cordy’s shudders came to a halt.

The three of them un-entangled themselves from each other as they came down to earth. "That was incredible,” Cordy gasped as she slid one leg between Faith’s. Faith wrapped one arm around Cordy’s stomach as Xander curled one of his hands around Faith’s hip.

Faith smiled. “Told you it was the most mind-blowing experience you’ll ever have in your life,” she reminded Cordy with a smirk.

Cordy smiled somewhat shyly and reached around to stroke Xander’s cock. Amazingly, he hardened again instantly, even after coming three times in the past couple hours. Cordy looked directly into Faith’s eyes and said, “I want to go down on you while you give Xander a blow job.”

Faith’s eyes widened appreciatively. “Getting fearless, huh?” she asked. Cordy nodded. “All right then, what do you say, Xander?” Faith asked over her shoulder.

Xander grinned. “Who am I to turn down my two favorite women?” He rolled over so that Faith could get comfortable on her back. He moved to straddle Faith’s face while Cordy got between her legs and lowered her lips to the Slayer’s soaked pussy. Faith moaned when Cordy’s untrained tongue slipped between her folds and explored her clit. Xander timed his entrance with Cordy’s next movement and when Faith opened her mouth to groan, Xander thrust into her mouth, driving his rock-hard cock all the way into her throat. Faith relaxed her throat so that she could take him in all the way to the base.

They continued like that, Cordy working her tongue in Faith’s pussy and around her clit, while Xander fed Faith his cock. Cordy rubbed her pussy against the bed as much as she could, trying to create enough friction on her clit that she could come. When she’d gotten close enough, she reached between her legs and pinched her clit, screaming into Faith’s pussy as she hurtled into her orgasm. Faith arched up against Cordy’s tongue and moaned around Xander’s cock as her own orgasm ripped through her, causing her to flood the cheerleader’s face with her juices. Xander, in turn, tensed when Faith moaned around his stiff cock, thrust forcefully into her mouth one last time, and unloaded another wave of cum into Faith’s mouth.

The three of them slumped, exhausted, against one another as they floated back to earth. And all three were unaware of the horrified redhead standing in the doorway, which changed as she regained her powers of speech.

“WHAT THE FUCK IS GOING ON HERE?”

Cordy, Xander, and Faith grinned at each other. Faith winked at the other two and opened her mouth. “You know what, Willow? I think you’re right. I *am* a skank.”