They were truly her best friends. Spike and she had grown closer over the year and a half he had been implanted. She had gotten a huge crush on him, but he'd been oblivious. Then, Cordelia had come back to Sunnydale. That had been that. Spike had fallen hard for the brunette looker. They did love each other, that Willow knew. She was just jealous of them. She and Cordelia had grown very close over the last six months. She was always at their apartment, often feeling like a third wheel.

Willow shook her head, clearing her thoughts. "Well, guys. Hate to do it, but I need to leave."

"Want an escort home, pet?" Spike asked, his arm around Cordelia's waist. He noticed Willow glance at him before she shook her head. Something was wrong with his best friend. He could see it in her green eyes.

"I'll be fine Spike. Besides, you and Delia have plans. Remember?" Willow pointed out softly.

Cordelia frowned as she stared at Willow. Since she had been back, and in part to Spike's close friendship with the redhead, she and Willow had become best friends. She knew something had been troubling the hacker for the last few weeks. She just didn't know what. Looking up at Spike, she said quietly, "Why don't you walk her home? We can do the dinner thing after."

"I can walk by myself!" Willow said, her tone irritated. She smiled sheepishly at Cordelia and Spike. "Sorry...it's just, I would really like some alone time. I have a lot to think about."

Spike nodded, his eye concerned. He watched her go, noticing that no one else sensed anything wrong with the redhead. Of course, he knew her better than anyone. He stood, pulling Cordelia to her feet. "Come on Princess."

Cordelia kissed him lightly, "Dinner is canceled. Something is bothering Willow. I know it."

"Me too, luv." He walked down the stairs his mind trying to figure out what could be troubling his friend. "What do you suppose it is?"

"I don't know. She's been acting weird the last couple of weeks" Cordelia said. "I need to shop."

"Cor, luv. We're talking about Red here and you want to shop?" Spike said, rolling his eyes.

"I think better when I'm buying something" Cordelia said, smiling at him. "Would it be better for you if we went to Victoria's Secret?"

He grinned, pulling her against him. "I think shopping sounds bloody marvelous. Maybe we can figure out what has Will so damn depressed and skittish."

"We will. Come on honey. Let's go spend some money and figure this out."

Spike watched her walk beside him and laughed. Who would ever have thought he'd fall for the homecoming queen. He frowned slightly as he thought about Willow. He really did want to know what was bothering her. She seemed almost uncomfortable around him now. He didn't like that. He'd missed her the last few days. The apartment had much quieter with just him and Delia. They'd figure it out and fix it. Soon, things would be back to normal.

**********

Cordelia Chase held the midnight blue negligee up. "What about this one?"

Spike smiled, "It would look good on the floor, pet."

Cordelia laughed, turning away from him. Her long brown hair fell a bit from its clasp, causing her to curse softly. "I really should just cut all this off."

"Your choice, luv" Spike said, having heard that particular statement over a dozen times in as many days. He noticed a silk and lace confection with snaps and clasps. It was the prettiest shade of green. "Look at this pet."

Cordelia looked at him, noticing what he was looking at. "Beautiful, but I look horrid in green."

"The color reminds me of something" he said, frowning as he ran a finger over the material.

Cordelia moved beside him, looking at it closer. She too ran a finger over it, "It's almost the shade of Willow's eyes when she's happy. You know, when they lighten up when she laughs."

Spike nodded, "That's it. Willow."

Cordelia put her head on his arm, "She'd look yummy in that wouldn't she?"

Visions of Willow wearing nothing but the lace and silk filled his mind. In a husky voice, he said, "Yummy."

Cordelia noticed his tone and glanced at him. His eyes were glazed with passion. She drew in a breath knowing what he was thinking of. Probably the same thing she had been thinking about a few moments before. Willow in that green lace number laying on the bed waiting to be taken. He wanted Willow. Why hadn't she seen it before? Instead of being jealous, she smiled. "I guess I'll have to buy it for her. I suppose they have one in her size."

"What?" Spike said, letting it fall from his grasp. "You can't buy her something like that."

"Why not? She's my dearest friend besides you. I can buy her something sexy if I want to." Cordelia said, smiling.

"It's not right. Willow wouldn't wear something like that." he said crossly.

"It would look good on the floor" Cordelia said, arching a brow.

"Whatever" he said, moving away from the green outfit. He didn't want her to know about his desire for the redhead. He loved Cordelia. With all his heart. But, Willow had already taken a huge part of it before he'd gotten involved with the brunette. Delia wouldn't understand his mixed feelings for the girl. He didn't want to lose Delia due to his stupidity.

Cordelia watched him a moment before looking for the green silk thing in Willow's size. She had learned in LA that she was bisexual after having a brief fling with a woman she met at a club. She had also realized she was attracted to Willow ever since she had gotten back in Sunnydale. But, she had fallen in love with Spike. There was no room to explore her feelings for her redhead friend. Now, though, it would appear that the door had been opened so to speak.

Suddenly, she realized something. Willow was staying away because of Spike. She wanted him. Cordelia smiled, a wicked gleam in her eyes. This might be easier than she thought. She could seduce Willow and then have both of her loves at the same time.

She threw the green lace number on the top of her pile and went to check out. She saw Spike standing outside sulking, a cigarette in his hand. No doubt lost in thoughts of Willow and the green lace. That's where her mind had been for awhile now. She could do it. She could seduce Willow into loving both her and Spike. Best of both worlds. She liked that idea. Besides that, they all got along so well and enjoyed spending time together. They were a family in a way. Well, it was time to give new meaning to family bonding.

**********

Willow looked out the window, watching the students racing to their classes before they were late. She sighed, wishing she were anywhere other than her empty dorm room. She had only early classes on Tuesday and Thursday and was finished by noon. Usually, she would be at Spike and Delia's. But, now, she was trying to stay away before she embarrassed herself.

Her silly little crush on the vampire had never faded as she had hoped. In fact, it had gotten worse as their time together progressed. In the beginning, she had honestly thought she was mistaking her friendship for lust. Now, she knew it was far worse than that. She loved him. Completely and with all her heart. He was the only man she'd ever met that could make her breathless with just one rising of the eyebrow...with one word could send shivers down her spine...with one touch, however brief and casual, could make her knees go weak.

And he was taken...by her other best friend. Life really and truly sucked. She couldn't fall in love with some lonely guy she might have a chance with. No, she had to be stupid and fall for a godlike vampire. Before Cordelia she had decided she would never get him because he must still love Dru. Of course, his instant attraction to Delia had proven that theory wrong. He just didn't want her.

She heard the phone rang and decided to let the machine answer it. It was probably for Buffy anyway. No one ever called her. Or very rarely did they. She moved quickly when she heard Cordelia's voice.

"Hello? Willow? I know you're sitting there probably looking out the damn window. Pick up the fucking phone!"

"Hey Cordelia...let me turn this machine off" Willow said, hitting the stop button on the recorder. "What's up?"

"Where are you?" Cordelia asked bluntly. No need to beat around the bush.

"What?"

"It's Thursday. You're not in class and yet you aren't here with us. Why?"

"Uh..I had some stuff to do" Willow said, wondering if that sounded as weak as she thought.

"Oh. So that's why you are alone in your room?" Cordelia asked, knowing her friend was lying.

"Yeah...already got them done."

"Then why aren't you here?" Cordelia asked again.

"Just drop it, Delia. What do you want?" Willow asked.

"Rude much?" Cordy said. Smiling, she answered, "You are out of class tomorrow correct?"

"Yes" Willow said, sighing.

"Come over and stay the night with us. I've got the guest room all nice and pretty for you...." Cordelia said.

"I don't think so" Willow said, knowing she wouldn't be able to conceal her feelings over night. She didn't want to lose her friends, but she knew that in a way she was having to push them away to keep them.

"You are coming over if I have to come over and tie you up" Cordelia said sharply. "You've been ignoring us since last week. I want my friend back!"

"I've been busy" Willow said.

"Busy shmusy. Get that cute little butt packed and get over here..NOW. I'll give you and hour before I head to your place with rope..." Cordelia said, mischief in her voice. "We are going to deal with whatever is wrong so get that into your pretty little head."

"Fine." Willow said, not too thrilled. But, she knew Delia well enough to know the girl wouldn't make a threat unless she was serious about following through. "I'll be there in an hour."

"Good. Glad you could see to my way of thinking" Cordelia said sweetly before hanging up.

**********

Willow knocked on the door exactly forty five minutes after Cordela's phone threat. She waited, wondering what was keeping her friend. The door swung open and Willow's greeting smile froze. "Uh.."

"Willow! You're here..." Cordelia said, smiling slightly at the pink flush on her friend's cheeks. "But, you're early...Might have to get those ropes out anyway."

"Cordy! My god...you're you're..." Willow sputtered, her eyes taking in Cordelia's body. She was beautiful. Firm, full breasts. A trim waist. She felt a quiver in her stomach as she tore her eyes relutctantly off of Cordelia, "you're naked!"

"As I said, you're early. We were playing while waiting for you" Cordelia said with a slight smiled. She hadn't mistaken the desire in Willow's eyes. Good. This might not be as hard as she had first thought. After deciding to seduce Willow, she'd had to figure out the redhead's thoughts about her. She knew Willow had probably never thought of her sexually before. It wasn't something most straight women considered. But, she'd found out that when faced with someone you loved and were attracted to, all lines of straightness became very vague.

"Get something on" Willow said weakly, wondering why she was getting the squidgy feelings in her tummy that usually only happened when she was around Spike. She wasn't gay. Why then did the thought of Cordelia covering that luscious body seem a shame?

"Afraid I'll catch a cold?" Cordelia inquired innocently as she drew Willow into the apartment. She took a robe from a grinning Spike. "Thanks hon."

Spike watched Cordelia slip the robe on, wondering what game she was playing at. He noticed Willow avoiding their gazes. He also noticed the faint scent of arousal in the air. One scent he knew was Cordelia. The other he had to say was from Willow. He suddenly got a crafty look in his blue eyes as he looked at Cordelia. "Welcome, pet. Here, Will. Let me take that to your room."

Willow relinguised the bag, taking a seat on the sofa. She was suddenly very uncomfortable with the direction her thoughts were taking. She nibbled her lip and didn't even notice Spike put her bag in the master bedroom. "So, uh, what do you have planned for the night?"

"The night? I figured you'd stay all weekend" Cordelia said, sitting next to Willow. She let her knee graze Willow's smiling as the girl's breathing changed. Yes, she was affecting the redhead.

"The weekend?" Willow squeaked, looking in surprise at Delia. "Really?"

"Yes, really. We have tons of time to make up for. Besides, we'll be having so much fun you won't want to leave" Delia promised. She heard Spike chuckle as he came back into the room and sat down opposite them. She winked at him as she began to play with Willow's hair.

"So, my lovely pets. What shall we do first?" Spike asked, leaning back and looking them over. They were his. Both of them....or soon would be. He smiled a proud smile as he waited for their answer.

"Do?" Willow asked, her body heating up as images flashed through her mind. Why had she never realized just how sexy Cordelia was before. "I thought we could just sit around and bond." Cordelia said, her fingers twining themselves in Willow's hair.

"Bondage. I like that idea" Spike said, smirking at the flush on Willow's face.

"Spike. Stop playing" Cordelia said lightly. She leaned close to Willow's ear, "He meant bonding."

"Oh" was all Willow could say. She didn't know what was happening to her. She had never felt so nervous before. Even the slight touch of Cordelia's fingers on her shoulder was driving her insane.

"Let me open some wine" Spike said, standing and walking into the kitchen.

"Wine? I'm not old enough to drink" Willow said, protesting.

"Come on, Wills. Live it up. Wine is good for you....makes you sleepy" Cordelia said, smiling at the idea of a very sleepy Willow nude in her bed. She rubbed her thighs together as she moved on the couch.

"Ok then....I'll taste some" Willow said, smiling slightly. She must be nuts. Nothing was different. Cordelia was just being friendly. She saw the robe shift as one of Cordelia's breasts was bared. She opened her mouth slightly as she tore her eyes away from the view. "So. Uh..bonding huh?"

"Yes." Cordelia said, smiling at her friend's reaction to seeing her breast. This was rather fun. It had been awhile since she had seduced someone. She was a bit rusty, but it was all coming back to her. "Why have you been avoiding us the last few days?"

"I haven't. I've been busy" Willow protested.

"You want Spike." Cordelia said bluntly.

Willow's face was on fire. She looked at Cordelia and sputtered, "How did you know? Oh my god...I'm so sorry..I'll leave now."

"Leave? Why?" Cordelia asked. "He wants you too.....we both want you, Willow."

Willow looked at Cordelia in amazement as her friend leaned over and kissed her. It wasn't a nice friendly little kiss. It was a soul searching, heat packing wallop of a first kiss. Willow whimpered and moved closer to Cordelia, allowing the girl full access to her mouth. Spike walked in, stopping as he watched the erotic sight of the two women in his life kissing for the first time. He set the wine down and moved behind Cordelia, his hands finding her breasts and twisting her hardened nipples. The fun was just beginning.

Willow pulled back from Cordelia, confusion on her face. She shook her head as she stood. "No."

"What's wrong luv?" Spike asked, not understanding why the girl was upset.

"Wrong? I've been in love with you for over a year. Did you ever see it? No. You chose Cordelia. Just like Xander did back in high school. Now, you expect me to just rip my clothes off and get busy with BOTH of you because you've decided you want me? Forget it, buster. You lost your chance."

"I saw it" Spike said, looking at her intently, "Did I believe it? No. I thought it was some passing fancy...a crush. I mean, why would you ever want a monster like me?"

"You aren't a monster" Willow defended before screaming, "ARGH! Stop it. I will not fall into your trap. Nope. No siree. You two can find another girl to play with. This redhead is holding out for something normal. I'm sure Anya would be interested."

"Anya can go fuck herself. I want you" Cordelia said sharply. "And you want us. That's what scares you the most isn't it Willow? You can have your dreams of getting him but when it comes to reality, you run away like a child. You can't handle real life. That's why you always choose men you know you will never have. Unattainable. Makes it easier to be a coward."

"Fuck you Cordelia!" Willow hissed, half of the brunette's words hitting home.

"The other thing that scares you is me. You can't believe you'd ever think about another woman the way you've been thinking about me. It makes you feel excited but disgusted at yourself. You're so scared of what the little slayer will say about you that you won't give in to your own desires!"

"I don't care what Buffy says! What I care about is the fact that I could easily give in to this and have sex with you both and then what? You two have each other. I'd still be alone. But then I'd be wishing I'd never done it...that I'd kept the friendship instead of the one night of passion. It's easy for you two since you already belong to someone. I don't belong to anyone!"

Cordelia softened as Willow's fear became verbalized. She moved to the shaking girl, putting her arms around her. "You will belong to us, Willow. This isn't a one night thing. We're offering a place in our life....in our hearts. We want you in our family. Permanently."

Spike kissed the top of Willow's head, "Why don't you sleep on it, pet? We're bad for thrusting all of this on you so suddenly. We will understand if you say no....I do love you Red. More dearly than you could ever imagine."

Cordelia took Willow into the bedroom. She laid the girl down and crawled beside her. "We will just sleep tonight. Ok?"

Willow nodded, her mind racing over everything that she had learned that night. Both Cordelia and Spike wanted her. She felt Spike move to the other side of her, his face against her neck as his arm joined Cordelia's around her waist. What was she going to do? She knew what she wanted to do...but was that the right choice? She let sleep overtake her as her mind continued to think.

**********

Cordelia woke up, noticing immediately that Willow was not in the bed. She sat up, looking around. She heard Spike groan as he woke up. He looked at the bed then at her. "Where is she?"

"I don't know" Cordelia answered softly.

Spike listened, hearing movement in the kitchen. "I hear her. She hasn't left."

Cordelia let out the breath she was holding. She had been so scared that she had lost her friend over this mess. "Should I talk to her?"

Spike shook his head, standing up. "Nah. Go ahead and take a shower. I'll talk to her. Have a bit I've been needing to tell her anyway."

Cordelia nodded, watching him leave the room. She had a scary feeling that Spike care more deeply for Willow than he did for her. She sighed, knowing it was more than a feeling. She'd always shared Spike with someone. She had assumed it was memories of Drusilla. Now, after his face last night, she knew it had been Willow all along. She could accept that. Her relationship with Spike had started out completely sexual in the beginning. It was only over time it had developed into a caring friendship and love. She didn't mind his feelings for Willow. She had her own for the girl. She knew by opening this can of worms that she might lose him. If it were to Willow, she wouldn't mind. She did love the girl. She sighed hoping that they could work things out between the three of them. She'd rather keep them both than be alone. She went into the bathroom and began her shower.

**********

Spike watched Willow as she made coffee. Her movements were slow as though she were lost in her mind. He waited until the glass was set down before he spoke, "You ok?"

Willow shrieked and glared at him, "Geez. I didn't hear you."

He smiled slightly, "Sorry."

She shook her head, "No you aren't. I know how much you love scaring people."

"You ok?" he asked again, his blue eyes watching her face.

"Why?" she asked.

"Why what?" he asked confused.

"Why could you accept Cordelia and not me?" Willow asked. "You said last night that you knew you love me but didn't believe it. Why could you trust her and not me?"

Spike sighed, running a hand through his hair, "It wasn't like that pet. I never meant to care for the chit. My heart was yours. Always. I started off using her...she used me too. It was fun. But, it evolved. I do love her, Red. She is part of my heart now. But, and I really feel like a bastard for saying this, I love you more than her...you're my best friend."

Willow sat down, her head in her hands. "I just don't know what to believe. I mean, she said that you both want me forever. Well, what if she starts feeling that you do love me more? What then? I can't be the reason you two break up. I won't be."

"Do you like her, luv?" Spike asked, going directly to the question.

"I uh might" Willow said blushing. "She's uh very pretty."

"Are you ok with us...now?" Spike asked, not wanting to lose her.

"I understand more. You used her for sex because you thought you could never have me. Somewhere along the way, you two fell for each other, but your feelings for me never faded either. Is that the basics?"

"An abridged version, but close enough" he answered smiling slightly.

"I can't give you an answer Spike. I mean, I think I'd like to share you with her, but it's sort of frightening in a way. I can't just give you this easy black and white answer. There is too much gray involved. I don't want to lose either of you though. That I know." Willow said, sighing again.

"Why don't we play it by ear?" Spike suggested. "We spend the weekend together. See what happens, IF anything does. If it doesn't, no harm done."

"There'd still be harm done. Either Cordelia or I would lose you" Willow said seriously.

"Let's deal with that when it comes up" Spike said, knowing in his heart that in time Willow would accept both him and Cordelia. He had seen the answer in her eyes the night before. Before the fear and questions entered her mind.

"You've got a deal" Willow said, letting out a breath. A weekend to see if anything happened between the three of them. IF? Who was she kidding? She knew she wouldn't be able to resist them since her questions had been answered.

**********

Willow woke up, glancing over at Spike and smiling. He was watching her, his blue eyes cautious. "Morning."

He smiled at her tone, knowing that it was ok. "Afternoon, luv. You slept through the morning."

Cordelia groaned, her breasts pressing into Willow's side as she stretched. "Whose fault is that, Mr Insatiable Vampire?"

"Me?" Spike said innocently, casting a look of disbelief at the two smiling women. "I don't believe I was the one begging for more...."

Willow blushed, "Shut up....I didn't beg."

"Dunno, Will. There was some definite begging going on" Cordelia said, her hands drifting over her new lover's chest. She let her finger brush over Willow's nipples and was rewarded with them hardening.

Willow closed her eyes in pleasure as she felt Cordelia and Spike begin to caress her body. One touch warm, the other cold. The feeling was amazing. She had managed to make it through Friday without making a decision. They had just spent the day together, laughing and having fun. It was that evening that she had decided that she wanted to go through with it. They were her best friends...the people she loved the most in the world. It had been amazing. Spike had taken her virginity as Cordelia had gently held her. She and Cordelia had also begun to learn each other's bodies. She had never imagined that another woman could make her feel so loved and cherished.

It was now Sunday. She knew she wouldn't be leaving anytime soon. They had hesitantly approached her with the idea of moving in the night before. They thought things might be moving too fast for her, but they had been delighted when she said yes. So, that day, once they got out of bed, they were going to begin packing up her stuff.

"Willow...we could use less deep thoughts and more participation" Cordelia said, chuckling.

"Yes ma'am" Willow said, capturing the girl's lips with her own. She whimpered when she felt Spike move between her legs, his cock sinking deep into her. She smiled as Cordelia straddled her face, her tongue snaking out to lap at the girl's juices. She knew that Buffy and the others probably wouldn't understand. Hell, she was living in sin with Spike and Cordelia. But, she didn't care. She loved it. She loved them. If this was sin, she wished she'd found it months earlier. She cried out as Spike's hand rubbed her clit. Simply sinful, she decided. She moved against him, rocking back and forth as she felt her muscles tightening. Cordelia screamed out as Willow felt her juices cover her face. The girl moved, her mouth licking Willow's face clean as Willow and Spike continued to move. Finally, the two came together, Willow's moan of release captured by Spike's mouth. The three fell to the bed, exhausted.

"I think I like these fringe benefits" Willow said, laughing. "Friendship with you two is something else....."

"Love you, pets" Spike said, his arms snaking around them both. He smiled against Willow's neck. The fun was just beginning, he realized. They had the entire future to explore...the three of them together.
 

THE END

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