Willow looked gleefully into the computer screen. It was a great feeling when she pin-pointed what was bothering Sunnydale, also she was usually praised by the rest of the Scoobies on being the best hacker, well the Scoobies that counted anyway, Cordelia was not what Willow would consider an important member. She felt a head by hers, looking into the computer screen. She didn't even have to turn her head to see who it was, she knew by the blonde hair skimming her shoulders.

"Find it Wills?" Buffy asked her best friend.

"I think so. You said it was tall, huge horns coming out of it's skull and-"

"Icky." Buffy wrinkled her forehead.

"-yellow eyes, claws for hands and feet. It's a Taursimian Demon, it can climb up any obstacle really speedy, you also have to watch out for the claws 'cause if they connect with your blood poison is shot into the blood stream." Willow spun her chair around away from the computer and faced Buffy, Giles, and Xander.

"Well, I must say, well done Willow that was done rather well."

Giles congratulated the little hacker and walked into his office, probably upset that she found it quicker on the computer then he did looking in his books. A contented smile crept on to her face as she stood up.

"How do I kill it?" Buffy asked.

"By cutting off it's horns."

"How do I do that?"

"I'm guessing with a really big knife." Xander stood up.

"Actually a saw would be more appropriate." Giles came back out cleaning his glasses with a tissue.

"So a really big saw then?" Xander was silenced by Buffy's glare.

"That's not helping Xander." Buffy turned to Giles again.

Willow loved the way Buffy's bottom lip pouted slightly when she was angry, and her tone of voice changed to a more sharp one. Willow's stare was fixed on Buffy's face as she listened to Giles, she couldn't help it! The more she saw of the Slayer the worse it became, soon Buffy would know and what would she do then? She'd lose her bestest friend that she'd ever had, and everyone would hate her and call her names because they'd think she was gay.

"Earth to Willow... come in Willow? Do you read me?"

Willow was jolted quickly out of her guilty thoughts. "Sorry Xander, what is it?"

"6pm and my stomach is rumbling and I really hate staying in school longer than I have to. So I'm going home and I really think that you should to." Xander grabbed his jacket off the back of a chair and strode out of the library. Buffy sat down at the table.

"Are you not going home Buffy? I mean what about your Mom? Won't she be worried?2 Willow sat down opposite her.

"I'm sure she would, Will, if she was there."

"Oh yeah, she's in Chicago for that art thingy."

"Yep and poor Buffy's left in California all by her lonesome self."

"Want me to come over some night?"

"Yeah, that'd be great. How bout tonight? If you're free that is." Buffy stood up and they both walked out of the library.

"Yeah, I'm sure I'm able to."

"Come over at about 7:30 or 8:00 and bring munchies."

Faith's brow creased in thought. She already had half and idea about what she was going to do. She wasn't exactly going to gate-crash their little party, she was going to join them. And they were gonna have a lot of fun. She sprinted out of the school grounds. She had to change!

Buffy was awakened by the sound of the doorbell. "Oh no! Willow-" she glanced at the clock. It read 6:55. "-is early?"

She walked down the stairs, rubbing the sleep out of her eyes, she must have been more tired then she originally realized. Opening the door her eyes widened in shock. "Faith? What are you doing here?"

"Is that anyway to treat a friend, B?" Faith sauntered in. "Especially one that's as close to you as I am." Faith grabbed Buffy's lower arms and pressed her against the wall at the side of the door, kicking the door closed.

"You can't come over tonight, any other night I would've said yes but not tonight Willow's coming over." Trying so hard not to be aroused by Faith, she was quickly losing the silent inner battle.

A smile played on Faith's, dark red, full lips. She looked interested. "Really? For the night?"

Buffy nodded slowly, trying to figure out what was going through Faith's complex mind.

"We could have fun with the little, red hottie. Sound good to you?" Faith cocked her head to one side, studying the smaller Slayer.

"Sure it does, it really does but I don't think Willow would agree." Buffy thought for a moment. "She's not really into the experimental thing."

"No, I know that. But she's definitely into you." Faith bent down and kissed Buffy's neck softly.

"W-Willow..? No. Nu uh, major no-no. No way. No she's definitely not." Buffy's breathing was becoming more erratic. It wasn't as if Willow was gonna jump straight into bed with her even if she did want to be with Buffy. She'd need a lot of convincing and even then it would be like Buffy was playing with her mind and she didn't want to manipulate her. Willow needed a stable relationship. Buffy snorted. Yeah, and she could really give her one of those, she thought sarcastically.

Faith looked up at her with a confused look on her face. "What was that for?"

"Sorry, just thinking. I seriously don't think Willow would appreciate me, her best friend, coming on to her during the night." Buffy tried to pull away from Faith but the brunette was at the advantage.

"One simple question for you, are you blind? I'm just curious." Faith grinned up at her before pressing her teeth gently against Buffy's pulse point. Buffy gasped, her legs didn't seem strong enough to support her anymore. Faith laughed. "It's not exactly a brain teaser B."

Buffy looked at her angrily. "What the hell are you talking about?"

Faith sighed and looked at her frustratedly, she hated it when Buffy didn't get the point. "I can't believe you don't see it! She's all over you most of the time and the times when you aren't linking arms or holding hands or in some way touching each other she's staring at you, her eyes full with lust, or love or whatever. Either way B, she wants you. Real bad." Faith sighed and moaned into Buffy's ear. "I bet she gets so hot and wet whenever she's near you. I pity the poor girl really, she has the hots for her best friend. Trust me, there is nothing more painful then ruining a friendship."

"You're contradicting yourself. You do realise that, don't you?" Buffy gasped as the other girl rubbed her hips against her crotch.

"She's scared B, you gotta show her the right way to go. She looks to you for everything." Faith kissed Buffy deeply for a few minutes, teasing the smaller girl's tongue with her own. "Show her what to do to make you pop, I'm sure she'd be real interested."

"So what then? I just casually bring it up during the middle of one of our conversations? 'Oh yeah Will, by the way I meant to tell you that I like to be fingered slowly at first, then harder until your fingers are slamming in and out of my body, I also like tongues being stuck up my hole. Wanna see what you can do?' Right Faith, that's real suave." Buffy snorted and looked into Faith's eyes, she took a double take when she saw how dark they were.

Faith made a low guttural moan and let go of Buffy's arms and she began to attack Buffy's jeans, trying to claw at the zip. When she successfully pulled them off she ripped her panties and slid two fingers deep inside Buffy's cunt. She completed all of this in less then 5 seconds.

"Faith! Jesus!" Buffy held onto Faith's shoulders for support.

"I hate the way you get me so turned-on." Faith cried out in frustration and slipped her other hand down to her leather mini-skirt and her hand disappeared up it.

Buffy gasped as she saw Faith do this. "Faith! That's so... hot."

She pressed her lips against Buffy's mound, then pushed her tongue in between the lips and sucked the clit, nibbling gently on it. Her confidence was boosted as Buffy let loose a couple of blood-curdling screams. Her hand moved smoothly and expertly in and out of Buffy's pussy and the hand that she was using on herself moved in rhythm. Her tongue moved around her pussy, tasting her unique taste, she sucked on her clitoris. She looked up at Buffy and smiled when she saw her gaze was fixed on Faith's hand moving in and out of her leather skirt. She slid three fingers into her and then did the same to herself, they cried out in unison. Buffy's louder.

"Oh Faith, I'm... close... so..."

Hearing this Faith's tongue sped up on her clit, feeling her inner walls grasp even more obscenely Buffy threw her head back and screamed as her orgasm peaked. She slumped to the floor. When she came to, the first thing she heard was Faith's erratic breathing and when she looked down she saw that her hand was still working on her pussy under her skirt.

"Come, baby, come for me..." Buffy paused. Faith was in a really uncomfortable position on the floor. She put her hand over Faith's. "Wait. Sofa."

Faith extracted her hand with a groan and followed her over to the sofa. Buffy patted her lap. "Sit."

"But-"

"Just sit."

Faith straddled her lap and looked down at her. Making sure that she had Buffy's full attention, her hand disappeared under her skirt. The blonde Slayer lifted up the skirt and gasped as Faith slipped two fingers into her own tight hole. She slid the two fingers in and out, Buffy moved her hand behind Faith's and her fingers rubbed off of her clit. Sounds caught in her throat as she moved on Buffy's lap, the air around them was filled with sounds of Faith's laboured breathing and Buffy's increasingly erratic breathing and the sound of skin on skin.

That was how Willow found them.

Willow walked up Revello Drive, she reached Buffy's house and immediately knew something was up when she saw the door wasn't closed properly. The latch was on and obviously someone tried to close it without realising it was on the latch. She could hear some sound, it sounded like someone was crying out. Slowly she pushed open the door and what she saw almost made her drop dead.

Faith was sitting astride Buffy's lap, her hand was down at her crotch area and even though Willow couldn't see exactly what she doing it didn't take a scientist to guess. Buffy had lifted up the skirt and was watching, it looked like her other hand was doing something to Faith as well. From the sounds of Faith's breathing, and the sounds escaping her throat, it sounded as though she was close to climaxing.

Then Faith looked to the side and saw her. Willow dropped her bag and gasped. Faith smiled.

"Hi Red." Faith said between gasps.

Then Buffy and Willow locked eyes, they stared at each other, shocked. "Willow!"

Faith chose that moment to come. Willow watched as her back arched towards Buffy and a long sigh escaped her lips, she shuddered and collapsed against the older Slayer, who hadn't taken her stare off Willow.

"Willow, you weren'tŠ I mean, what...?" Buffy sighed. She pushed Faith off her and stood up. She thanked God that she had put her jeans back on.

They stood there looking at each other for what seemed like eternity, neither knowing what to say. Faith looked on with interest, she laid on the sofa languidly recovering. Willow's eyes scanned Buffy's body; her jeans were undone and she could see her lack of panties, her top was only half buttoned and she could see her left breast and nipple.

She couldn't have been aroused at a worse time.

Faith stood up and walked behind Buffy, encircling the smaller girl with her arms, she placed a small kiss on her neck. Buffy's head fell back onto her shoulder and she sighed, still watching Willow to see if she could note any reaction from the red head. Willow's gaze flickered from Faith to Buffy, she didn't know what to do. She saw Faith's hands work their way up Buffy's torso and cup her breasts. Buffy and Willow simultaneously gasped as Faith pinched Buffy's nipples. She watched as Faith began to undo the buttons on Buffy's shirt, when she had them all undone she paused and looked up at Willow. A smile flickered across her lips as she saw the red head watching with rapt fascination. She pulled the shirt wide open, exposing Buffy's breasts to the air and to Willow, whose breathing had become noticeably ragged. The hacker tore her eyes away from Buffy's hard nipples and looked into Faith's face who nodded downwards and raised an eyebrow.

Buffy had her eyes shut as Faith nipped at her neck, Willow walked silently towards them both, her eyes fixed on Buffy's heaving breasts. She took one nipple into her hot mouth and groaned as she heard Buffy cry out and arch her back towards Willow's mouth.

"W-W-WillowŠ" Buffy sighed. The red head bit gently onto one nipple and a strangled cry left Buffy's lips. She felt Buffy's hands clutch onto her shoulders, pulling her towards her face. Willow pressed her lips against Buffy's and moaned as her tongue slid into the hot depths of Buffy's mouth.

Faith pulled back as she watched them kiss. She was aroused and could feel it show itself between her legs. Feeling left out as they continued to kiss, she stood behind Willow and began to tug at her shirt, pulling it off. Her hands rounded her breasts and she pinched her nipples through the thin white cotton of her bra. With one hand and a flick of her fingers she undid the clasp on her bra and it dropped onto the floor. She pinched her nipples again and sighed as the red head arched her back further into her hands and against Buffy's naked breasts, who began to moan.

They finally stopped kissing and pulled away from each other to take in some much needed oxygen. Buffy took a few steps back and looked Willow over.

"God, Wills, do you have any idea how long I've wanted you like this?" Buffy was still breathing hard.

Willow shook her head solemnly. "No, I-I-I never realised."

"OK, I think we should go upstairs into your room B, unless you don't wanna do this Red?" Faith gave her a patented smile.

"Oh no, I'm in this all the way."

Faith smiled and pressed her lips against the hacker's. Her tongue slipped in for one brief moment. "Good, that's what I like to hear."

Faith left the room and Buffy took Willow's hand and she led her up the stairs. When they got into the room, Faith took the blonde into her arms and slid down her torso, her tongue delved into her belly button for one moment before darting out again. Willow began to kiss her as Faith undid the button on her jeans, she slid them down her hips. Buffy pulled her mouth away from the hacker's and looked down at her now naked form.

"Faith? That's not fair-"

"Wait." Faith placed her finger on her lips and picked her up and placed her on the bed. "Red, over here." Faith cock her head and Willow walked slowly over. "Lose the jeans. No wait actually."

Faith walked over to her and planted a soft kiss on her lips, her tongue duelled with Willow's soft and tentative one. Her hands moved up and down her body reverently, she took off her jeans, and placed a small kiss on her belly button. Once she had her naked she began to kiss her neck, moving up to her ear.

"I think you should go down on BuffyŠ" she whispered.

Willow looked up at her, a look of doubt crossed her innocent features. "But I-I mean, I've neverŠ"

"Do what you think makes her feel good, do what you imagine doing to herŠ"

Slowly Willow walked over to the bed, Buffy took her into her arms and they began to kiss. The red head placed kisses on her neck and shoulders, smiling as Buffy sighed and arched up off the bed. Willow took one nipple into her mouth and bit on it. Buffy's eyes flicker open as she gasped sharply.

Willow's hand snaked in-between the Slayer's legs, her thumb rolled her clit. She kissed her navel and then she was in-between her legs, studying her hot and wet flesh. She breathed deeply taking in her smell, she separated her lips with her fingers, she could see her prominent clit. She blew on it and Buffy gasped.

"Willow! Oh, Oh, PleaseŠ!"

Willow took her hard nub in-between her lips and began to suck on it, Buffy clutched on to Willow's head and tried to prevent herself from screaming. Faith watched in fascination, her hand seem to make it's own way to her pussy and she slid two fingers deep inside her tight channel. Buffy began to grind her hips against Willow's face, she arched her back off the bed when she felt the red head's teeth gently nibble on her clit.

"Oh God! WillowŠ you're so goodŠ. OhŠ" Buffy's head tossed relentlessly on the pillow, her eyes screwed shut.

Willow's fingers gently slid into Buffy's tight hole, the walls clenching around her two questing fingers. Buffy cried out into the room and arched her back off the bed, her hips thrust against the red head's fingers, pushing them in deeper. Faith could feel her thighs drip with her arousal as she slammed her two fingers in and out of her slit. Her thumb worked madly, she was fixated on the two in front of her.

Willow slid two fingers inside Buffy's passage, she curled them upwards and rubbed that spot. Buffy's eyes flickered open in surprise as she gasped and moaned her name. She flicked her clit with her tongue and then brought it back into her mouth sucking on it. She brought her fingers back out of Buffy's tight hole, they were dripping with her arousal, she put them into her mouth and sucked off Buffy's juices.

She curled her tongue and slid it inside her, she could feel Buffy's walls clutching it, trying to pull it in further. Buffy's hips moved in a slow fucking motion as Willow slowly fucked her with her tongue.

"Wills! Please! HarderŠ I need it harderŠ" Buffy sped up the movements of her hips but Willow placed a calming hand on her stomach.

"WaitŠ" she purred and Buffy groaned in frustration.

Faith began to slam her fingers in and out of her pussy almost violently. She moaned aloud, and her body shook as she climaxed. She stumbled over to Willow and sat behind her, she slid one finger down her back, making her shudder. She slid two fingers into Willow's virgin hole, her fingers were already lubricated with her own juices but they didn't need to be, Willow's wetness was dripping down her thighs.

Willow sighed into Buffy's pussy as she arched her body backwards, her hand sped up on Buffy's hole, she began to suck harder on her clit. Buffy began to buck her hips, the cries from her throat sounding louder. Willow flicked her clit with her tongue.

"Yes! That's it!! Yes! Oh God!!" Buffy thrashed on the bed as she came, clutching Willow's head to her grasping cunt.

When Willow pulled away, she looked a little shocked. Buffy sat up and looked at her.

"Are you OK, Wills?" Faith's hand stopped and pulled out, she looked a little worried.

"I didn't do anything wrong, did I?" Faith wrapped her arms around her waist and kissed her neck and shoulder's softly, tenderly.

"UhŠ I've justŠ I've never done that before."

"Coulda fooled me!" Buffy laughed and stopped suddenly when she saw Willow's expression. "Sorry."

"You backing out Red?" Faith whispered seductively into her ear. She flicked her earlobe with her tongue.

"Buffy, IŠ I have to tell you something." Willow had a serious look on her face.

"What is it Wills?" The blonde Slayer was worried.

"I was awake." It came as one jumbled rush and it took a while for Buffy to figure out what she said.

"What? What do you mean?"

"That night, when youŠ y'know touched me? I was awake."

"Oh my GodŠ"

"What?" Faith looked confused.

"I told you Faith, I fingered her when I thought she was asleep." Buffy looked angry.

"Oh." Faith looked at Willow.

"I felt so sorry for you when you started crying, and, and I didn't stop feeling guilty for days afterwards, every time I saw you I wanted to say something but couldn't and-"

Buffy put a finger on her lips. "Shush, it's OK now."

They began to kiss again, this time Buffy pushed her back on the bed and slid down her body, never breaking the stare. She came to her throbbing pussy and gently eased one finger into her channel, watching as Willow gasped and one hand shot up to her head as her back arched into Buffy's hand. Buffy began to lick at her clit, hearing Willow's sighs of pleasure.

Faith felt left out again, she didn't want to satisfy herself again and she was about to walk out when Willow called her. She turned around and the red head crooked a finger. She walked over and kissed her gently.

"Sit on my face."

Faith looked at her, surprised. "Sure?"

"Yeah." Willow nodded and shot her a sexy smile.

Faith climbed onto the bed and slowly eased herself down onto Willow's face, gasping when she felt her tongue slowly enter her wet cunt. Willow's tongue alternated from delving inside her pussy to sucking her clit, Faith moved up and down on her face, groaning and sighing.

Buffy's mouth covered her clit, sucking it hard. Willow gasped and thrust her hips against Buffy's face. She groaned when she felt Buffy slide two fingers into her tight hot passage, making her cry out loudly against Faith's pussy. Buffy looked up and saw Faith's hand cupping her breast, her thumb brushing over her nipple. Willow's hands were clutching onto the brunettes thighs as her mouth was working on her clutching channel.

Buffy thrust the two fingers in and out, raising the tempo until Willow's hips were bucking out of control. Buffy slid in three fingers right up to the knuckle, the red head began to cry out, her walls were involuntarily clutching, her juices dripping down around her sensitive anus.

Willow ignored Faith's clit and began to thrust her tongue in and out of her clenching cunt, using her tongue like a cock. Faith moved on top of her head in rhythm, sighing and gasping as she continued to tweak her nipples.

Buffy slid her fingers in and curled them slightly, Willow's body jerked as she gasped, Buffy's thumb continued to work on her clit, milking her core. Her other hand moved up to her perk little breasts and pinched her nipple hard. Her teeth lightly scraped the red head's throbbing nub.

"My clit! Red! Please! Oh fuck me! My clit!" Faith cried out.

One of Willow's hands released her thigh and rounded to her heaving mound. She slid one finger in-between her lips and rubbed her hard nub frantically.

Buffy bit gently on her clit, making her see entire constellations behind her closed eye-lids. She screamed into Faith's pussy, who pulled off her in shock, as the waves of her orgasm hit her hard. Her body jerked and shook against Buffy's hand as Buffy continued to touch her, dragging her climax out. Willow sighed and collapsed back onto the bed, Buffy followed her up the bed and gently placed a small kiss on her lips.

"OK, baby?"

Willow nodded mutely, not knowing what to say. Buffy noticed Faith. She was looking extremely aroused. Buffy laughed.

"What about you Faith?"

"Em, yeah. I'm OK."

"Right. Want me to fuck you?"

Faith nodded and grinned. Buffy pushed her back onto the bed and sat on the tops of her thighs, she turned to Willow.

"Faith, as you could probably guess, likes it hard and fast." Buffy shoved two fingers into her cunt. She pulled them in and out at an alarming rate, Willow thought that Faith wouldn't be able to keep up, but her body moved with ease. Her head throw back against the pillow, her eyes tightly shut.

Buffy's other hand began to rub at her clit roughly. She knew that it wouldn't take long, Willow had taken her to the brink of orgasm when she herself had climaxed. Willow was lying down on the bed, her head propped up be her arm as she watched Buffy abuse Faith's body.

"Faith also likes it up the ass." Buffy smiled sexily at them both. The hand which had been working on her hole slid down to her anus and she slid two lubricated fingers inside her. She soon began to thrust them in and out of her, her other hand still working on her clit, occasionally dipping into her clenching pink flesh. Faith groaned and her hands began to tweak and pinch her own nipples.

"How does it feel, baby?" Buffy licked her neck.

"Š uhŠ oh GodŠ emptyŠ" Faith's eyes flickered open momentarily.

Buffy pinched her clit, the mixture of pleasure and pain sent Faith over the edge. Just as she was about to orgasm Buffy shoved three fingers back in. Faith bucked her hips wildly as Buffy's hands worked on her. When Buffy was sure she had no more to give she crawled up her body and kissed her deeply. Buffy motioned for Willow to come over.

They lay together for a few minutes not saying anything when Willow spoke.

"How long have you two beenŠ y'know."

"About a month now." Faith nodded in agreement.

"Is it always soŠ intense?" Willow asked.

Buffy laughed. "Well, it's always hot."

"Is thisŠ wellŠ are we gonna do this again, or is it a one off?" Willow asked timidly.

"Oh no, this isn't a one off. That's for sure." Buffy kissed Willow's neck.

"Yeah we could do it again." Faith looked at them both. "Like, now?"

End