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Disclaimer: I don’t own Faith, Willow or Buffy. They all belong to Joss and Co. No infringement intended.
Distribution: If you have my stuff, feel free. Other than that, please ask.
Spoilers: A reference to early Season 3 about Willow’s jealous feelings towards Faith.
Author’s Notes: This is the first in a series between Buffy/Faith/Willow with special appearances by some other characters.
Rating: NC-17/Mature. F/F (Buffy/Faith) and masturbation.
Feedback: Oh, pretty please. It would be super nice.
Summary: B/F, Willow. Willow awakes to an interesting sight.

***

“I hope you don’t mind, but Faith is staying the night, too.”

Willow stared at her blonde friend. Her first instinct was to tell Buffy that that was not okay. Not in the least. The idea of Faith spending the night and basically intruding in on their girls’ night was not a fun idea. Willow couldn’t remember the last time she had actually spent the night with Buffy where they were just girls. Painted their nails and screwed around with each other’s hair. Simple things that made the life they lead in the supernatural world much more bearable.

Then there was the fact that Willow was a little jealous of the brunette. Buffy seemed to be spending all of her free time with her sister Slayer now, hardly going anywhere without her. Which Willow could understand. To a certain degree. She wasn’t a Slayer. She didn’t have that special cosmic link with another person. But that didn’t mean that Faith could just come on over to their little party and basically take over.

Because the redhead was fairly certain that that was exactly what she would do.

Willow smiled before shrugging. “That’s okay. I don’t mind.”

Buffy lifted an eyebrow. It didn’t take the big ‘I-don’t-like-Faith’ sign on Willow’s forehead for Buffy to realize some things. There was a little tension in the air when they all got together, whether it be at the Bronze or at Buffy’s house. But that couldn’t be helped. Willow just had to deal with the fact that there was another girl in town. And Faith had to deal with the fact that she was walking into a tight family that had been through a lot. Including accepting new people into the fold. So Buffy didn’t really understand all the electricity in the air when Willow and Faith were near each other.

“Are you sure? Because I can just tell her that it’s not a good idea...”

“No, it’s good. Faith there will be fun.” And possibly torturously painful to see you prancing around with her like you had been best friends for thirty years.

“Good,” Buffy said, a smile gracing her lips. “I’m glad that you don’t mind. It will be one big friends night!”

Willow let out a small, uncomfortable smile at the idea of sleeping next to Faith.

***

“Hey, Red! Where you sleeping?”

Willow looked up, her eyes wide as she turned to look at Buffy. But before she could answer, Faith answered for her.

“I want the air mattress so I guess you and B get the bed.”

Buffy shrugged in agreement and Willow just nodded. “Sounds good to me.”

“So,” Faith sighed as she dropped down onto the recently inflated bed on the floor. “What are we going to do?”

“Popcorn, movies, nail polish, makeup... Girly stuff.”

Faith snorted and Willow wondered if she was just putting on a show. Faith didn’t really look like the kind of person who would be terribly interested in painting her nails with others, but she also looked incredibly comfortable. So a small sliver of guilt sneaked into Willow’s heart as she realized she didn’t know Faith that well. She had always told people it wasn’t nice to judge a book by its cover and here she was, jabbering in her head about that exact situation with Faith...

“Which movie first: Ever After or Armageddon?”

***

Willow couldn’t exactly remember when she fell asleep, but one thing that was for certain was that Buffy had fallen asleep next to her. And now she was missing.

Her first thought was that she had gone out for a little middle-of-the-night slayage, as she tended to do most nights when her mother fell asleep. But that thought quickly left her head as heavy breathing and muted sounds reached her ears.

Furrowing her brows, Willow rubbed her eyes for a moment as she fought to break free from the web of sleep she had been in. Looking around the room quickly, she spotted nothing out of the ordinary except for the missing Slayer. Remembering that Faith was laying next to the queen-sized bed on Buffy’s air mattress, she scooted over gently to peer over the edge.

The heavy breathing seemed to increase as strangled moans came from the person’s throat. A shiver of fear cascaded down her back at the thought of something happening? Someone being strangled? Hurt? Badly?

Having taken the edge that was farthest from where Faith laid, the journey was slow but Willow didn’t want to make it known that she was awake in case something needed to be done. Such as something in the spirit of the element of surprise. That could come in handy.

Willow froze instantly as the person whispered, “Faith” gently followed by a low moan. That was Buffy’s voice. No doubt. What was Faith doing to her?

With her heart pounding in her chest, her heartbeat echoing in her ears, she finally reached the edge and ever so slowly looked over it. It took everything in her not to gasp in utter shock and surprise at the scene that greeted her.

Buffy was laying back on the mattress, her button-up shirt that looked a lot like it had once belonged to Angel hanging open. A fierce blush rushed across Willow’s face as Buffy’s breasts swayed softly with the blonde Slayer’s movements. Her nipples were hard, harder than she had ever seen, and a deep brown as Buffy’s pleasured arousal seemed to heighten with each moment.

Willow wasn’t exactly dumb when it came to sex but she wasn’t experienced either. She knew about everything that happened, the female body parts, and all that jazz, but the sight of her best friend actually naked on the floor was shocking to her. She had seen naked women before when she had sneaked a glance at one of her father’s dirty magazines when she had was younger, but there had not been anything like this.

The blonde’s face was tense, yet relaxed at the same time. Her mouth hung open and a constant pant seemed to escape her throat. She looked like she was trying very hard not to let completely go of a single noise. Her eyes were closed tightly as she concentrated on something.

Keeping back so she wouldn’t be obvious, Willow’s eyes followed Buffy’s body down. It felt like it took forever as Buffy whispered her sister Slayer’s name once again. Willow actually found herself thinking that it was amazing how long her friend’s body really was.

Once again it took an incredible amount of willpower not to announce her presence as she spotted Faith’s dark head right smack in the middle of Buffy’s legs. Willow didn’t notice as her own body reacted against its own will, her own nipples tightening slightly and a small throb starting between her own legs.

Buffy’s thighs were spread open, one of Faith’s hands holding one leg while the other was underneath Buffy, pulling her closer to her lips. Buffy’s hips seemed to be moving in time with something that Faith was doing and all it took was the brunette’s head to move to the side for her to see what. Faith’s tongue was slipping in and out of Buffy, flicking up to touch a little nubbin every few moments which caused Buffy to jerk her hips closer to Faith’s lips.

Willow was frozen. She didn’t know what to do. She couldn’t take her eyes off of what Faith was doing. The sight of Buffy holding Faith’s head there while she ground against her face was incredibly... sexual and Willow was embarrassed to realize that her body was reacting heavily to the scene before her. It didn’t help that it was her best friend that this was happening to. That knowledge only seemed to heighten the feelings coursing through her.

Clenching her legs slightly, Willow closed her eyes for a brief second as a thrill raced through her body. Biting her lip, her eyes shot to Buffy’s face to see that she was doing the exact same thing, her back arching off the mattress as Faith’s tongue moved faster.

“Oh, God, Faith,” Buffy whimpered. “I’m so close... yes...”

The whimpers only increased Willow’s growing excitement. For a second, she was certain that she was dreaming as she moved her hand down along her side, caressing her self through her pajamas before reaching the apex of her legs. Lifting her hips a little, Willow slipped her hand down inside her panties, seeking what she had only sought a few times before.

Willow was surprised to find herself so wet. And hot. She was so hot. Instantly caressing where she knew it felt the best, Willow focused on what was going on before her eyes.

As she worked herself towards her own release, she watched Faith push Buffy towards hers. It was almost magical seeing the look on the blonde’s face as she approached her climax like a train about to go off a cliff. Her hips moved faster, her back arched off the mattress completely and her mouth opened in a shout as she finally reached what Faith had worked so hard for.

A short shout fell from Buffy’s lips before she bit her lip hard. Moving her hand faster, Willow watched as Faith continued to lick Buffy clean and the blonde’s body jerked every few seconds as another tremor fell through her.

Willow instantly rolled onto her back, her hand pausing as Faith finally pulled herself up and crawled up the bed. Closing her eyes and praying that neither of them came up and saw what she was doing, Willow pushed her hand harder, ignoring that small cramp in her wrist as she rubbed roughly. The pleasure cascading from her sex was amazing and she could feel the tension building in her body.

“Faith,” Buffy whispered once more. Willow could barely hear the brunette crawling up the bed.

As she finally reached her end, she came to the sound of Buffy and Faith’s lips smacking together in a heavy kiss.

Fin

 

l be kind, rewind l back to top l


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