Watching Willow
                                                              by
angelluv


See previous page for all disclaimers and such.
Thanks to Darly for her feedback, encouragement, and input to get me past the hump.

Part 2
Willow walked home in a daze. She couldn't believe that she had spent most of the day with Angel, sitting on his lap, kissing, and talking. She felt that she should feel a little guilty, but she had no such feelings, only feelings of intense desire. She didn't know where things were going, but she was really interested in finding out.

Then there was Spike. What did he want from her? His kiss told her he wanted her and he did say that he wanted only her when she had asked him, but what about Dru? She was still in the picture wasn't she? Willow had a lot of questions, but no answers.

When she got home she decided to take a bath. She added some of her favorite bath oils. She loved the smell of vanilla and strawberries. She ran the water hot. Once she got in the tub her mind started to wander. Thinking about Angel and Spike. She closed her eyes and let her hands wander over her sensitized body. She glided a caressing hand up her wet body to her perky breasts and pinched the nipple between her fingers. She arched her back at the feeling of exquisite pleasure that shot through her body like lightening.

She imagined it was Angel's hands and lips caressing her with such soft touches. She trailed her hands down to her throbbing engorged bud. She lightly touched it and moaned out loud. She continued to squeeze her tits. Then she imagined Spike had his hands on her clit. She inserted her middle finger and started to thrust in and out in a slow, steady rhythm. She imagined Angel kissing her down her neck to her breast. Spike was licking her throbbing clit with slow sensuous nips and kisses. She was on the verge of climaxing and sped up the thrusting of her fingers. When she reached her orgasm she screamed out Angel and Spike's name. Slowly she came down from the heaven's and sighed.

Rising from the tub, the water streamed from her flushed body. Slowly she dried her self with a towel, thinking of Angel and Spike.

Angel was lying in bed thinking of Willow and all that had happened that day. He knew that she would be passionate, but didn't realize just how much passion she kept hidden.
As he thought of her he ran his hands down to his still throbbing cock. With images of her in his head, he began to slowly stroke up and down his shaft and lightly squeezing and caressing is heavy balls. He imagined what it would be like to taste the essence that was all Willow. He imagined her hot mouth engulfing his huge cock in her small, sweet mouth. Her running her tongue on the under side to his aching balls. He imagined her raking her nails down his chest and across his nipples. Not breaking the skin, but causing welts to raise up. He imagined her raising herself above him and slowly lowering herself down upon his aching shaft. He imagined himself grabbing her hip and thrusting up into her hot, tight tunnel, touching her cervix. He imagined her screaming his name in climax. At this thought, he came all over his hand and stomach, shouting out her name.

Angel rolled over on his stomach and moaned. He had to have Willow and soon. He had no doubt in his mind that soon she would be his. He had no thought of Spike and what would happen in the future.

Spike was up in sitting in his room in a chair. Thoughts of Willow occupied his thoughts. Sleep was being illusive. He had to have her soon. The kiss they had shared the previous night was still making him hot and bothered.

Thoughts of her continued to haunt him. He didn't know what it was about her that made him want her so. Dru had left him in Brazil for a Chaos Demon. That didn't bug him as much as it should. After all she was his Dark Princess. When Dru left, he came back to Sunnyhell to get Willow out of his system. Even if he had to kill her, he was going to get her out of his mind.
With this resolve in his mind, Spike went to bed. Tonight my love, he thought, I will have you.

The sun had set 15 minutes ago. Willow was nervous. She didn't know what to expect, but she could feel the tension in the air. She wondered how she would react to seeing Angel again. She wanted to run her hands and mouth all over is delectable body. Trying to get away from her thoughts, she walked over to the stereo in her room and put on a CD.

Willow was slowly swaying to the music. She was losing herself to the sweet sound. Slowly she brought her hands up and started to caressing herself to the throbbing beat. She ran her hands down her hips, sweeping them to her ass, slowly rotating her hips in an erotic circle.

Outside the window on the balcony, Angel watched her mesmerized by the sight before him. He was so captivated by her, he didn't see Spike come upon him.

"Peaches, what are you doing here? asked Spike.

"Watching Willow. What are you doing here?" asked Angel.

"I'm going to claim what has been haunting me." said Spike.

"Ah, Spikey, your to late, she is mine already." said Angel.

Angel and Spike started to fight at that comment, drawing Willow to the doors of the balcony. Hesitantly she peered out the window. Willow drew back with a gasp at the sight before her. She was afraid for Angel and Spike. She had feelings for both and didn't want to see either of the vampires come to harm. Throwing caution to the wind, she threw open the doors.

"Angel, Spike, what are you doing? Stop it right now!" shouted Willow.

Ignoring her the two vampires continued to battle. Willow stepped out on the balcony. Not sure what to do, but knowing she had to stop them, Willow pulled her shirt over her head, leaving her only in her black satin bra and jeans.

"Angel, Spike, look at me." said Willow in a calm voice.

At her voice both vampires looked at her. Both eyes going wide at the beautiful sight before them. They untangled themselves from each other and rose to their feet. Once standing Willow turned her back to them.

"Angel and Spike, you are invited into my home." said Willow in a nervous voice.

"Willow what are you doing inviting him in? Do you realize what you just did?" asked Angel in frustration.

Willow kept her back to the two vampires as they came into her room. Once they were in the and the doors had been closed, Willow turned to face them. Both of their eyes dropped to her lush chest. As they looked at her, her nipples pebbled into hard points, poking through her bra. Willow watched them watching her. This excited her beyond anything she could have imagined. Angel and Spike could smell her arousal. Willow slowly slide her hands up to her breast, watching them through half lowered lids.

"Do you like what you see?" she purred.

At her voice and actions, the two vampires felt themselves harden. Angel glanced at Spike and Spike looked at him. An understanding happened between them at that moment. Both realized Willow would be claimed by neither of them, she was claiming them.

"Can you boys play nice together?" asked Willow as she continued to play with her nipples, slowly rubbing them between her fingers.

Angel and Spike were speechless. They did the only things they could do and nodded their heads yes. Willow brought a finger to her mouth and stuck her tongue out to lick slowly up and down her finger. Seeing she had their full attention, she stuck her finger in her mouth and sucked. Angel and Spike just stared at her mesmerized by her actions. Willow brought her finger out and crooked her finger in a come forward motion. Both vampires were at her side in an instant.
Once at her side, Willow brought both hands up and caressed their faces. Turning her face to Angel, she pulled his face to hers, giving him a mouth full of tongue.

"I want you to fuck me." she whispered.

Turning to Spike she repeated her actions and words. Angel and Spike were eager to take her up on her offer. After all, they had been lovers before and the thought of being so again was not unappealing to them.

Angel undid her bra and Spike was busy with her pants. Willow was pulling Angel's shirt over his head and then she turned to Spike. Not wanting to take the time to unbutton his shirt, she ripped it apart. Buttons went flying every where in her room. After stripping her, they stepped back to admire her body. Starting at her feet, their eyes slowly traveled over her long, shapely legs to her thighs which were glistening with her secreting juices. Their eyes continued their journey past flat stomach to her taunt nipples. Willow thought she could climax from just their eyes caressing her in such an intimate way.

Angel was the first to get his clothes off. Willow's breathe was taken away at the sight of him in all of his glory. She never knew a body could be so beautiful. His legs were powerfully built with muscles and his stomach was a washboard. Lovely ripples leading down to his very erect cock. Willow's eyes grew large. She had felt him the night before and knew he was large, but she had no idea how it would fit into her. He was huge. His cock was long and broad.

Spike was watching Angel strip down to nothing. Spike knew what his sire's body was like. He had loved his body for many years. He never tired of watching him undress. He could still take his breath away, if he had any, that is.

After Angel had stripped, Willow turned her attention to Spike. Spike gave her a sexy smile and slowly unbuttoned his jeans, prolonged her pleasure. Willow watched him with hooded eyes. She was breathless with anticipation. Straightening up after getting his clothing off, Spike brought his eyes to her face to see her reaction. Willow had a lusty look on her face. Spike wasn't as broad as Angel, but he was long and slender. She looked at the rest of his body. He was as muscular as Angel was, but he was beautiful. His stomach was flat and rippled. He was paler than Angel in coloring, but no less breath taking.

Angel watched his child undress for Willow. He was still, if not more, beautiful. Angel was remembering their time together in the past. He hoped they could be together again at some point in time.

Once the vampires were undress they turned their attention back to WIllow. Angel approach her and dropped to his knees before her. Spike moved to stand behind her. Angel was placing soft, open mouth kisses to her stomach. Spike was caressing her breast and suckling at her neck. Willow dropped her head back on Spikes shoulder. Angel slowly lifted WIllow's leg to his shoulder once Spike had her supported from behind. Willow about came unglued when Angel started to lick her thighs, slowly bringing his tongue to her engorge clit. Angel inserted one finger into her. Willow was rocking her hips into his hand. Spike moaned every time her hips came back into him. When she was on the verge of coming, Angel pulled is finger out of her. Willow moaned in disappointment at his withdrawal.

Angel looked up at Spike and together they moved Willow to her bed. Gently placing her upon the bed, Angel laid down beside her on one side and Spike on the other. Angel and Spike lowered their heads down to her breast, each taking a nipple into their cool mouths. Willow was beside herself with need. Angel was sucking hard on her nipple and Spike was laving her with his tongue. Angel brought his hand back down to her clit, lightly stroking her. Spike slowly inserted a finger into her tight channel and began thrusting in and out of her. Willow was rocking against their hands. Spike could feel her walls starting to clench around his finger. Inserting a second one, he increased his thrusting motions. Willow had her hands buried into their hair, holding them tightly to her.

“I'm coming." moaned Willow.

At her words, Angel gently bit into her nipple. Willow screamed out their names when she came. Angel and Spike milked out her orgasm. When Willow finally calmed down, Spike moved up her body, so he was above her head, face Angel. Angel moved down between her legs. Willow looked up at Spike when he brought his cock to her lips and gently ran the tip over her ruby red lips. Willow thrust her tongue out between her lips to lick off the pre cum forming on the tip. Spike moaned in ecstasy. Willow took as much of him as she could in her mouth. She swirled her tongue around the tip when he pulled out. Spike began to gently thrust in and out of her mouth, teaching her how to deep throat him. Spike rubbed on her throat, relaxing her. When she was relaxed enough, Spike thrust into down to the base.

Angel was between her legs, sitting on his thighs. He was rubbing his cock up and down her slit, getting himself soaked with her juices. Slowly he inserted the head into a little bit and withdrew. Willow was rising her hips up to meet him. Suddenly, Angel thrust into her deeply. Willow gasped out around Spike's cock. Spike wrapped his fingers into her hair, holding her head in place. He was having a hard time not thrusting down her throat. Angel was setting a slow, steady rhythm. Willow wanted more. She was rising her hips up into him, increasing their speed. Angel and Spike bent over Willow to seal their mouths in a passionate kiss. Willow on the verge of climaxing. Spike and Angel sped up their pace. Angel could feel her walls milking his cock. Spike could feel his balls tightening up and knew he was close. Spike looked at Angel he knew his sire was close.

Angel leaned in again and offered his neck to Spike as an offering of peace. Spike in his true face, leaned over Willow and bite into Angel's jugular, drawing in on his sire's powerful blood. Spike and Angel moaned at the same time. Spike came, shooting hard down Willow's throat. Willow swallowed all that she could, but some leaked around his cock, dribbling down her chin.
Spike moved over to the side of Angel and Willow, caressing their bodies with his hands. Angel readjusted himself and started to thrust forcefully into WIllow. He bent down and licked the cum off of Willow's chin, savoring the taste of his child. Spike brought his hand in between their bodies and pinched Willow's clit and then rubbing her.

Angel was kissing on Willow's neck, softly sucking and nibbling. At her climax, Willow turned her head into Angel's neck and bite down at the same spot Spike had bitten, drawing blood. Angel screamed out her name. Angel's true face appeared and gently he bite down into her pulsing vein. Angel's was shooting his seed deep into her womb. Willow was suckling at Angel's neck, making him purr. Softly Angel was licking up the blood that was still leaking from the puncture wounds he had made.

Angel moved to her other side. All three lay there, amazed at what had happened. Angel pulled Willow into him to cuddle her. Spike moved over close to WIllow. Angel reached over Willow and caressed Spike's face. Spike looked at Angel and smiled. They knew there would still be problems between them, but with Willow with them, they would work them out. Closing their eyes, they all rested.

Angel was the first to wake up. Deciding to take a shower, he carefully got up without waking Spike and Willow. Angel was standing under the hot spray of the shower when he felt a soft kiss being placed on his back. Angel knew it was Spike, slowly he turned to face him. Drawing Spike into his arms, Angel ran his tongue over Spike's lips until Spike opened to him, deepening the kiss. Angel moaned into Spike's mouth as Spike caressed his ass. Pulling apart, Angel grabbed the soap and lathered up his hands. Angel ran his hands over Spike's chest, getting reacquainted with his body. Angel knelt at Spike's feet, washing his legs, slowly traveling up his body. Spike moaned again as Angel gently washed is balls, not touching what he wanted to be touched the most. Finally, Angel touched his aching cock. Spike thought he would climax from the touch alone. Angel set a steady rhythm, stroking from tip to base. Angel bent his head and suck a ball into his mouth, rolling it around his mouth with his tongue. Spike had a hold of Angel's head and was thrusting his cock deep down Angel's throat. Spike climaxed on a deep inward thrust of his hips, shooting his cum down Angel's throat.

Angel rose to his feet, to stand before Spike. Spike started to caress Angel's body. Dropping to his knees in front of Angel, he drew in his cock into his mouth. Angel had missed Spike. He never had met anyone who could suck his cock like Spike. No one could compare.

Willow woke up in bed alone, wondering where Angel and Spike had gone. She got up and walked to the door of her room. Hearing the shower running, Willow smiled. Opening the door she could see the silhouette of Angel and Spike. She could see Angel with his head thrown back and Spike's head bobbing back and forth. Willow felt her juices drip down her legs. Walking to the shower door, she opened it and stepped inside. Angel looked at her and pulled her to him, giving her a kiss. Angel was rubbing between her legs with one hand and the other was firmly on
Spike's head, holding him to his cock.

Willow shivered, the water was getting cold. Angel pulled Spike off of his aching cock. Stepping from the shower, Spike picked up Willow in his arms and carried her to her room, placing her on her bed. Angel followed close on their heels after shutting off the shower. No one seemed to notice the bed getting wet from not drying off. Spike and Angel were licking the drops off of WIllow. Willow was more then ready for some more fun.

Spike moved between her legs and drove himself into her. Willow raised her hips up to met his thrust, moaning when he hit her cervix. Angel was kissing down Spike's back to his ass. Separating his ass cheeks, Angel tongued Spike's anus. Spike moaned at the contact, thrust his hips back into his mouth. Angel reached between Spike and WIllow, getting his fingers saturated with her juices, and brought them back to Spike's ass. Slowly, Angel inserted his middle finger into Spike's. Willow could see Angel over Spike's shoulder and stopped moving. Relaxing even more, Spike thrust against Angel's finger. Slowly Angel worked in two more fingers. Spike was trembling in ecstasy and anticipation. Angel reached between them again, this time to coat is aching cock with her juices.

Angel grabbed a hold of his thick cock and brought the head to Spike's opening, slowly working the head of his cock in. Spike's moaned at the penetration. It had been a long time since he had been in this position. Once Angel was into the base of his cock, he waited until Spike signal he was ready. Spike moved his hips back into Angel, moaning.

Angel set the rhythm, thrusting in, pushing Spike into Willow. She was very excited at seeing them together like this, heightening her excitement. Willow raised her hips up to met Spike on every thrust. Angel reached around Spike and rubbed Willow's clit. She was panting out their names like a mantra. Angel was on the verge of orgasm. Angel pulled Spike up so he could reach his neck, causing Spike to clamp down on his cock. Angel moaned at the tightness surrounding him. Angel changed his face and sunk his fangs into his neck. Angel moaned again at the blood running over his tongue. Angel shot his seed into Spike. Pulling himself out and falling to the side of them.

Spike going to come. Bending over Willow, Spike was nibbling on her chest. He bite into her on the under side of her breast, Willow felt his fangs sink in and started to climax, squeezing his cock like a vise. Spike brought his lips to Willow, kissing her hard. Willow could taste her blood on his lips. Ripping her mouth from Spike's, she brought her mouth to Angel's puncture wound and bite down, causing him to bleed. Sucking hard she drew his blood into her mouth. Spike screamed out her name, shooting his seed deep into her. Spike collapsed on top of Willow, thoroughly sated. Angel kissed Spike and then Willow, sealing their lives forever. Cuddling close together again they slept the sleep of contentment and peace.

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