Roomies

Title: Roomies 1/2
Author: Dana
Disclaimer: Everything and everyone pertaining to Buffy the Vampire Slayer belongs to Joss Whedon. I just like to play with them
Rating: NC-17
Author’s notes: Season three but I play with the timeline a bit. Faith isn't evil Oz isn't around, and Helpless never happened. There also might be some other changes but nothing too serious; this is a PWP after all. The ending, imo, is a little weak so I might eventually change it or have it be the setup of yet another perverse story. lol

Feedback: yes, please.


Faith and Buffy were walking through the Sunnydale graveyard; it had been a busy night. They had come across a nest of Vampires and managed to dust nine of them. Faith loved nights like these; it was a chance to get out all of her aggression. Buffy on the other hand was different; she, unlike Faith, could do without the drawn out fighting. Buffy's theory on dusting vamps was much like Faith's theory on sex; get done and get gone.

Faith always got horny after a good fight; Faith knew Buffy was the same no matter how many times Buffy denied it. Sometimes Faith was so turned on that she thought about putting the moves on Buffy. It's not like she never had been with girls before but she decided it was best to restrain from that urge. It wouldn't be a big deal for Faith but Buffy, being the prude that she was, would probably make a big deal out of it. Also Faith never had a friend like Buffy, she didn't want to ruin it for a meaningless screw. So instead of Faith being able to get laid, she had to settle with the usual chatter about boys after a vigorous battle.

"Out of everyone at Sunnydale High, who would you most want to slam up against a wall and fuck senseless?" Faith asked and chuckled when she noticed Buffy turning a little red.

"I don't know if there's anyone I know well enough to slam them up against a wall." Buffy acted so demure.

"B, who cares if you know them? I'm talking about fucking.Animalistic lust," Faith stopped in her tracks and grabbed Buffy's arms, "besides we're Slayers. Do I have to go over my `Want. Take. Have.' theory again?"

Buffy sighed and started to walk with Faith following behind her, "No." There was silence for a few seconds, "Scott. He is definitely slam up against a wall material."

Faith smiled, "That's a start but unlike you I prefer the company of men and not boys."

"Oh, really? So who would you do, then?"

"Giles."

Buffy started to laugh uncontrollably but when she saw Faith's straight face Buffy stopped dead in her tracks. "That's really gross, Faith."

Faith loved making Buffy feel uncomfortable and it was true; she would love to jump Giles' bones. "No it's not. He's so goddamn sexy; it's always the quiet ones that are the freakiest in bed," Faith ignored that Buffy had covered her ears, "I bet Giles has a big, fat, yummy, monster cock."

"Stop!" Buffy was so upset that she jumped on Faith and covered Faith's mouth with her hands. The two Slayers fell to the ground with Buffy being on top of Faith. Despite the fact that Faith knew it was wrong, she couldn't help but like Buffy's tight little body being on top of her. "Faith don't ever say Giles and…" Buffy had to fight to get the next word out, "cock in the same sentence ever again or I'll let a Vamp get you when we patrol." Buffy took her hand away from Faith's mouth and got up.

Faith got up while brushing the dirt off of her clothes. "Alright, I promise." Faith smiled and added, "Next time I'll say dick."

The next day everyone was in the library as usual. Nothing odd was happening in Sunnydale but when Faith walked in Giles asked if he could talk to her in private. Buffy looked at Faith; Faith winked at Buffy and if looks could kill Faith would have been dead.

Faith followed Giles into his office and sat down in Giles' chair putting her feet up on his desk. "So what's up, G-man?"

"Well, I was talking to the Watcher's council this morning and, uh, they don't feel a Slayer should be on her own in a dingy motel without anyone watching her."

Faith put her legs down and stood up, "This is so lame. I can take care of myself." Faith was ready to walk out but Giles walked in front of her and grabbed a hold of her arms.

"Faith, I know you are very capable but still…it's not good to be alone. I have an extra bedroom at my house, you could stay there until other arrangements are made and you are assigned a new Watcher."

Faith was starting to like this idea; she smiled a sexy smile and walked closer to Giles so that their faces were only inches apart. Giles still held onto her arms. "You and me roomies that definitely sounds like a fun idea."

"Giles!" Buffy was standing in the doorway with the same deadly stare on her face that she gave Faith earlier but this time it was directed towards Giles. Both of them turned to look at Buffy; Giles immediately took off his glasses to clean them. Faith tried as hard as she could to suppress a chuckle. "Shouldn't we be training?" Buffy said impatiently

"Oh, yes. I was just telling Faith that she could stay at my house instead of that God awful motel."

"Your house?" Buffy did not like the sound of this. Buffy thought it was cool that Faith was around to help her slay but she didn't like Faith around her Watcher. She disliked it even more after the little talk they had the night before. She could just imagine all the little tricks Faith would do to tease Giles. Buffy knew she had nothing to worry about since Giles would never do something and probably never had a sex drive anyway. Maybe he did have a sex drive during his Ripper days but that was lifetimes ago and Buffy feared that Faith would probably give the old guy a heart attack with her antics.

Faith looked at Buffy and smiled, "I'm gonna go pack. Catch you later, B"


Faith had gotten settled in Giles' place. Giles had a nice collection of medieval weaponry, which was cool, but he lacked a television. At least at the motel she had HBO. Faith took a look around Giles apartment and was amused by his music collection; Hendrix, Clapton and other great artists of the late sixties and early seventies were among the records. Faith was surprised; she would have thought he would be an opera freak. Faith chuckled to herself; she thought Giles was probably such a stoner when he was young.

Faith went up the stairs; her bedroom was on the left across from the bathroom. Giles bedroom was at the end of the hall. Faith walked in her room and sat on the bed. It was much more comfortable than the lumpy bed she had been sleeping on. Faith lied down on the bed and was ready to fall asleep when she heard the doorbell ring. She didn't get up and even though she couldn't make out what everyone was saying she knew it was Buffy and Willow downstairs; She heard footsteps coming up the stairs.

"Hey, sleepy head," Willow said cheerfully.

Buffy gave a half smile to Faith. "Moving a couple boxes tired you out?"

"No, it was Giles when he bent me over the kitchen table and fucked me." Faith said this very dryly.

"What!?" Both Buffy and Willow said this in unison. Faith began laughing hysterically. Buffy sighed and went over to hit Faith in a playful way.

"Ow!"

"Faith you've got to stop talking about Giles like that," Buffy looked at the red head, "Will, you should have heard the gross things Faith was saying last night. She said Giles was sexy." Buffy got no reaction from Willow. "I said Giles…and…sexy… in the same sentence."

"Well I could see where someone would say that." Willow said in a low voice.

"Not you too." Buffy said while she sat down next to Faith on the bed.

"Smart is Sexy. Giles is Smart. There's no way of denying it; Giles plus smart equals sexy." Willow and Faith smiled at each other as Buffy shook her head in disgust.

"I wish Xander was here. He would agree with me." Buffy pointed out.

Giles was downstairs preparing dinner; he wasn't much in the kitchen but he figured Faith usually had fast food and wanted her to eat something other than something that began with Mc or Mac. He did nothing elaborate just spaghetti and meatballs but Faith appreciated the gesture. Buffy and Willow stayed for dinner as well. All three girls teased Giles about all the hard work he did to get the dinner ready.

After dinner Buffy and Faith went on patrol. They were going to do a quick one because Faith had to go home early because Willow was going to tutor Faith. One of the other conditions of the Watcher Council was that Faith attend school and Faith had a lot of catching up to do. Willow kept Giles company while the two girls were out. Willow was glad to spend some out of school time with him. She thought Giles was the most interesting and smartest man she ever knew and could listen to him talk for hours. Giles was equally fond of the smart, quirky red head. He thought she had a good head on her shoulders and out of all the other scoobies she was the most responsible.

Faith came in the front door looking quite disheveled. She and Buffy had been rolling in the mud fighting some demon that neither one of the Slayers came across before. He was one stubborn creature and very strong. It was a good fight but Faith didn't like feeling all sticky.

Willow and Giles looked up at Faith with concern.

"Faith…" Giles was cut off by Faith.

"Everything's five by five. I just need to take a shower. Red, you can wait for me upstairs if you want." Faith ran upstairs and got ready to go in the shower.

Willow went upstairs and got out all the notes she had prepared for Faith.. Willow was very meticulous and was determined to have Faith caught up by tomorrow in homeroom. She heard Faith get out of the shower and Faith walked in the room wearing a towel around her. Faith talked about the big fight. Willow was paying attention until Faith took off her towel. Willow couldn't believe how beautiful Faith's body was. More importantly Willow was more surprised at the fact that she thought Faith had such an amazing body. Willow thought Faith's breast were perfect; full but perky and her waist was slim but she had curvy hips. Willow, to her surprise, also liked how Faith looked with her clean-shaven…down there. Willow felt a strange mix of inadequacy and arousal.

Willow's reaction didn't go unnoticed by Faith. She delayed putting on her tank top and shorts because she loved Willow's eyes searching her body. Faith had always wondered why a cute thing like Willow didn't have a boyfriend and Faith thought that she discovered the reason.

Studying was much more fun for Faith when she could tease the tutor. Every chance she got, Faith would lean in a little closer or brush a hand against Willow. It was so cute how Willow turned red; every time Faith thought Willow couldn't blush any deeper she would. When they were done with their studies, Faith thanked Willow for her help.

"Your such a good friend, Will." Faith went in for a hug and held tightly onto Willow," I don't know what I would do without you."

Willow patted Faith's back and as much as she liked having Faith brush up against her she was feeling a bit uncomfortable. "Thanks again." Faith said.

"It's okay. It was no big deal. I do…" Faith's lips interrupted Willow. Willow started to kiss back but when Faith's tongue entered Willow's mouth she pushed away from Faith. "Uh…uh…uh…I've got to go." Willow grabbed her things and ran down the stairs and out the door.


"Hey, Wills!" Xander greeted his friend as he walked in the library. "How did the study date go last night?"

Willow turned red, "It wasn't a date! Nothing happened. It was just two girlfriends…two friends who are girls…getting together and studying."

Xander looked at his friend strangely, "Willow, didn't we have a talk about you not drinking coffee?"

"Oh, yeah. Sorry, I'm just nervous because of the chem. test today."

Buffy came walking in with Giles; she looked rather upset. "Giles why do you have to go? You're my Watcher not hers. I hate the council. Why can't you be all Ripper with them and tell them to kiss your English arse."

"As long as Faith's in my charge I have to look out for her as well. I won't be gone long just a couple days."

"Giles, you taking a trip?" Xander asked.

"The council wants me to go to England to discuss Faith. How she's been adjusting, what her strengths and weaknesses are, and where to place her."

"She's leaving?" Willow asked disappointedly.

"Probably not. This is an open Hellmouth so the Council would probably prefer her to stay here."

"Isn't she going to get a watcher?" Buffy was starting to sound whiney.

"Yes, but these matters take time. They have to make sure they give her the right Watcher." Giles was trying to be patient with Buffy. He realized even though Buffy enjoyed having Faith around it was hard for her. She wasn't used to sharing him and he had to be careful and not let Buffy think that he preferred Faith as his Slayer.

It was a good thing, Giles thought, that Faith wasn't his Slayer because the thoughts that sometimes went through his mind were thoughts he would never have about Buffy. He felt a little guilty but not too much. Though Faith was still very young, she wasn't a child. Buffy wasn't a child either but Faith knew what it was like to have no parents or any kind of support system. She also was no doubt much more worldly when it came to men. Also Giles knew that Faith reveled in the attention she got because of her sexuality, from men and women alike.

"Will, do you want to go patrolling with us tonight?" Buffy asked Willow.

"Me? You really want me to go patrolling with you guys?" Willow was shocked at Buffy's request.

"Yeah, it's been pretty tame lately, well, as tame as a Hellmouth gets, and I figure since you have to tutor Faith again tonight you could join us."

"I do? Oh yeah I do. Um…okay." Willow agreed hesitantly.

Giles had left immediately that afternoon and at night the three girls went out patrolling. Buffy had been right; it was pretty slow. Faith and Buffy only dusted two vampires and killed one demon. Buffy went home and Willow went with Faith to Giles' place.

"Okay so what do you need help with tonight?" Willow looked nervously through her notes. Both of the girls were sitting downstairs on the couch. Faith sat with her legs crossed and she was eyeing Willow.

"Getting off." Faith said flatly. Willow didn't look up; she thought if she pretended not to hear it then maybe Faith would forget that she said it. It didn't work, Faith moved closer to Willow and took the notes out of her hand. Willow just looked at Faith. Faith took Willow's face in her hands. She pressed her lips to Willow's. Willow liked how soft her lips felt and she began getting moist. Eventually the kiss was getting more passionate and Willow was lying back on the couch. The two girls had their hands caressing the others body. A flash of reality hit Willow and she pulled away from Faith.

"What are we doing?" Willow was panting .

"Having fun. Come on, Red, you know you like it." Faith kissed Willow's neck, "I saw you looking at me last night."

"I wasn't…okay I was but…do you really find me attractive?"

"No, I just make out with people I think are ugly. Willow, of course, I'm attracted to you." Faith caressed Willow's face, "You're a hottie and a much better kisser than I thought you ever be."

"Really? Why thank you." Willow was quite proud of herself. "Have you ever been with a girl before?"

"Yeah, lots of times and other girls do it too but they just don't talk about it."

"Do you and Buffy…" Willow's voice trailed off.

"No. Me and Buffy aren't that kind of friends but you and me could be." Faith put a hand on Willow's knee, "Maybe we can start off slow and you tell me when you want to stop."

"Okay" Willow agreed.

Faith took Willow up to her bedroom. She suggested that they could just undress themselves first and see what else would progress from there. The two girls were finally standing naked in front of each other. Faith wanted to jump Willow but she didn't want to scare her off. Willow's breast weren't s big as Faith's but they were a nice handful; Willow's nipples were pinkish while Faith's were dark. The girls were quite different from each other but they both liked what they saw.

"Are you okay still?" Faith asked. Willow nodded her head, "Do you want to touch me?" Willow nodded her head again. She then walked towards Faith and put a hand on each breast and started to fondle them. She started to play with Faith's nipples, pinching them, and that made Faith go, "mmm." Faith was trying to be as patient as she could be, "Can I touch you?" Faith asked and Willow nodded yet again. Faith started to touch Willow's small, pert breasts.

Eventually the girls became bolder with their touches, they ended up lying on the bed next to each other. Their hands were exploring each other's bodies and, except for their pussies, there was nowhere that was left undiscovered. Faith was the first to put her hand over Willow's wet cunt. She played with Willow's clit and worked her fingers through soaking wet curls to insert a finger inside Willow. Willow mimicked Faith's movements. Willow loved how Faith's hairless pussy felt. They both worked their fingers in and out of each other until both of them shook with their release. They both kissed each other and held onto one another until they fell asleep.

The next day the girls acted as if nothing happened but when Faith asked if Willow could help her with her homework Willow was more than willing to do so. Buffy was a bit disappointed because she was hoping to have Willow all to herself; ever since Faith came to town Buffy didn't get to see her on a one on one basis anymore. It used to be because Buffy was with Faith and not Willow; Buffy was a little sad because she felt she was losing not only her Watcher but also her best friend to the second Slayer.

Faith and Willow were on the bed naked and kissing each other when Willow broke away from her lover. "Your pussy is so much prettier than my pussy." Willow exclaimed.

"What?"

"Well I never thought pussies could be pretty, probably because the only one I had seen was mine. Yours is gorgeous and mine is ugly and not to mention hairy."

"Red, I think you have a beautiful pussy," Faith laughed at the ridiculousness of this conversation, "and if you don't like the carpet we can do something about that"

"Can you do it for me?" Willow asked sheepishly.

Faith took Willow into the bathroom and was very gentle. She could tell Willow was nervous. Faith never thought shaving another woman's pubes could be so erotic. When Faith was done she had Willow stand in front of a mirror to look at herself. Willow liked how she looked. She couldn't help herself but she had to feel it; Faith did a great job. Faith was standing behind Willow she wrapped her arms around Willow's waist. Faith put a hand over Willow's cunt feeling her handiwork. "I bet you taste as good as you feel."

"I want to taste you too." Willow said. Faith came up with a plan; the sixty-nine position was the solution to their problem. Faith was amazed at what a fast learner Willow was. When Faith asked Willow if she was sure it was her first time eating a girl out, Willow said she just tried to copy Faith. "Damn, I must be pretty fucking good then,' was what Faith had said.

"Hey, Will, Xander and me are gonna rent some movies. You have to come over; it's been so long since just the three of us hung out." Buffy said to Willow.

Willow would have loved to join her best friends but tonight was the last night Giles would be away so she wanted to spend that last night keeping Faith company. She wished she could tell Buffy everything but she feared Buffy wouldn't be able to accept it. Also Willow didn't know exactly how to define her relationship with Faith. Were they girlfriends or just friends who were very affectionate? When later that night, Faith opened the door naked all Willow cared about was fucking this girl and such questions became trivial. Giles was frustrated with the council. They did summon him to England to discuss Faith but they also wanted to talk him into betraying Buffy. It was a tradition that when a Slayer was of age that she is drugged to take away her power. The Slayer then was put to a test that would test her instinctive and resourceful skills as a Slayer. This test usually ended in tragedy. The test wasn't mandatory but the Head Watchers' acted as if it was. The Council stressed the importance and moral obligation to put Buffy through the ordeal but Giles knew only Slayers who couldn't be manipulated by them were the only ones asked to do such silly and harmful tasks.

The Council was also being incompetent in finding Faith a new Watcher. They said it would be at least another month before they knew for sure. Giles was tired of the manipulation and bureaucracy and decided to leave England early. As he sat in the plane, he hoped Faith didn't burn down his home or had strange men come in and out at all hours.

Giles walked wearily into the house holding his suitcase. He couldn't wait to get into his own bed. He walked up the stairs and was so tired that he didn't pay a mind to the low moaning coming from Faith's room. Faith had the door wide open; Giles walked right past it and stopped. He was sure he saw something rather odd and he was now full aware of the low moaning. Giles stepped back and stood in the doorway of Faith's room dumbfounded.

Faith was sitting on the edge of her bed naked. In front of her, a naked red head, with a great ass, kneeled before Faith with her head between Faith's legs. "Oh…fuck…Willow." Faith said with her eyes closed and her head tilted back. She had her hands entangled in the fiery hair; she opened her eyes and saw Giles standing in the hallway with his mouth open. It didn't seem to faze her and she closed her eyes again; Faith went back to enjoying the wonderful things Willow was doing with her mouth and fingers.

Giles stood there for a few moments unable to move, think or speak. He finally found the energy to walk into his room. He couldn't believe what he just saw. He believed Faith would be experimental but…Willow? Sweet, innocent Willow? Giles quickly got ready for bed and tried to fall asleep. It would have been easy but Willow and Faith were loud; Faith more so and Giles assumed she was doing it to put on a show for him. Giles being frustrated began to jerk off.

The next morning Willow was awoken with a kiss on her cheek. Willow dreamily looked up at the dark haired girl looking down at her. "Hey." Willow said.

"Hey" Faith smiled and caressed Willow's cheek. "Did you have fun last night?"

"Yeah, baby."

Faith laughed, "You should have seen Giles's face last night."

"What!?" Willow said panicked

"Calm down, Red. Giles came home last night"

"I didn't know this" Willow had turned bright red.

"He saw us and watched for a little bit. I thought he would join in but I guess he was too chicken." Faith said this as if she was annoyed.

"What? No, Faith, that wouldn't be good. Not good at all" Willow was mortified but then she added, "Hey! No wonder you were louder than usual."

Giles had left for school already, which Willow was thankful for. There was no way she could face him. Faith on the other hand couldn't have cared less. She thought it was hot Giles saw and then later heard everything of Faith and Willow's antics. Faith knew she was the master seducer and was determined to devise a plan to get Giles act less British and have fun for once.

Later that day at school, when Buffy asked Willow to hang out together, Willow eagerly accepted her friend's invitation. She told Buffy to give her a call when she was done training. Buffy thought it odd that Willow would go a day without going to the library. She hurriedly dismissed the thought and guessed everyone needs a break from time to time.

Giles had told Buffy and Faith everything that happened in England. Buffy was disgusted at how smarmy the Council could be and Faith was impressed that Giles acted as if he never saw Faith naked with a naked Willow. She tried to fluster Giles by making sly remarks; she asked him how he slept but got no response other than he was surprised how he re-adjusted his sleeping habits despite the time zone change.

Willow spent Friday night at the movies with Buffy. And the next day she spent it with Buffy at the mall. Willow was relieved that Buffy seemed to have no clue on the going ons of the past few days and Buffy was just glad to have her friend back. Buffy also noticed a slight change in Giles; ever since he got back he seemed to not pay attention to Faith all too much. She figured Giles and Faith probably wouldn't see each other all too often even though they live together. She would probably be out lot he the time either clubbing or slaying.

After shopping Willow went home and actually had dinner with her parents. This was a rare occasion since her parents were usually busy doing their own stuff or away on business trips. Willow used to resent this but ever since she became best friends with a super hero she figured it was better off that her parents were pretty bad at the whole parenting gig. Willow knew her parents loved her, just in their own, neglectful, way.

After dinner, Willow's phone rang. “Hello?"

"Hey, lover" Faith said teasingly.

"Oh, Faith. Hi."

"Don't sound so excited." Faith sounded almost hurt.

"No, it's just…"Willow was interrupted

"Why don't you come over tonight."

"I can't."

"Liar."

"I can't face Giles." Willow said and she could feel Faith rolling her eyes over the telephone line.

"You're not coming over to see Giles. Your coming over to see me and to, well, cum." Faith giggled. "Besides I thought we could try something new and interesting…I have toys."

"Toys?" Willow's curiosity was piqued.

Faith had convinced Willow to stop by later that night when Faith was done patrolling. Giles would be in bed; Willow arrived on time and Faith immediately led her upstairs to her bedroom. On the bed Faith had an assortment of sex toys. There were vibrators, dildos and a strap on.

"That's quite a collection." Willow was excited and scared at the same time. The girls wasted no time getting each other naked; they fingered and ate each other out. Faith figured she would use only a five inch vibrator since Willow had never had sex with a guy. Faith had it on a low setting and teased Willow's clit with it. Eventually she was pumping it in and out of her and put it on full blast; Willow was going crazy.

Willow used a much larger vibrator on Faith, a ten inch, and Faith encouraged Willow to be as rough as she wanted to be. Faith being a Slayer could take a lot more than the average woman. Faith eventually put on a strap on that had a seven-inch dildo attached to it. She told Willow to get on all fours on the bed; Willow was sopping wet so it was easy for Faith to slam right into Willow. Willow screamed in pleasure as Faith pounded in and out of her.

Meanwhile Giles was listening to the whole thing. He jerked off once and to his surprise he got hard a second time when he heard Willow screaming all those obscenities. The next morning Willow slipped out quietly and on Sunday night the whole thing started up again. On Monday at school Faith and Giles acted pretty normal. Willow figured she could do the same but she noticed Giles couldn't look at her directly and only addressed her when absolutely necessary, of course Willow was in the same situation because of the embarrassment she felt when she looked at Giles, but it wasn't too obvious to the other Scoobies.

Willow would have loved to seen Faith on Monday night but the two girls decided it would be more discrete if they didn't. They did get together Tuesday and Thursday night; Friday night all the Scoobies hung out together and Willow spent the daytime with her friends on Saturday. Saturday and Sunday night was for Faith.

During this week, Giles quickly got used to this routine. Willow always showed up at the same time; fifteen minutes before she showed up Giles would get ready for bed. Giles heard through the thin walls that spanking was something they started to do together as well. It was odd because Faith and Giles never spoke of Willow's late night visits and acted normal with each other. They would even sometimes sit down and have dinner together. Willow was different for some reason; he felt bad because he couldn't look at her. It wasn't because he thought she was dirty or bad but because an image of her had been distorted; also Giles would get a hard on every time he looked at her.

The second week resembled much of the previous week. Willow came over on Tuesday and Thursdays and hung out with her friends on Friday night and Saturday day. For Saturday night, Faith told Willow to show up twenty minutes early. She reassured Willow that Giles would have long gone to bed. Faith also requested Willow to wear something overtly sluttish and panties were not allowed.

Willow wore a red mini skirt that barely covered her ass. If she bent down nothing would be left to the imagination. She wore a tight fitting, completely sheer black shirt and had a push up red bra underneath.

Giles wondered where Faith was but he then assumed that she would probably arrive home with Willow at the usual time. He looked at the clock and realized he should be heading up to get ready for bed in a few moments. Just as he thought this, there was a knock at the door. Giles wondered who it could be; he went to open the door and both he and Willow were surprised to find who was at the other side of it.

"Giles! I, uh, thought Faith was gonna be here, we have our, you know, uh, study session." Willow winced at that last remark.

"Oh, yes of course why don't you come in." Giles said and as Willow walked past him he couldn't help his eyes from gawking at her body. Willow sat on the couch and Giles sat on the chair that was across from it. There was silence in the room. Willow couldn't believe she was half naked with Giles in the room. She was really embarrassed but strangely aroused at the same time. Giles awkwardly asked Willow if she wanted anything to eat and Willow just shook her head no.

Faith eventually came traipsing through the front door. Giles and Willow stood up and looked at Faith. "Hey Giles! Don't get up on m account." Faith looked at Willow and smirked, "Oh, Willow, you came early."

"What do you mean…oh" Willow realized Faith played a little trick on her and sat down.

Faith sat down next to Willow and went to give her a kiss but Willow pushed her away.

"What are you doing?" Willow's voice lowered into a whisper, "Giles is sitting right over there."

"Oh, yeah, I can't kiss you because then he might know that we're fucking each other. I'm sure all the noises we make every night your over here and the fact that your sitting here dressed like a total whore didn't give it away already." Faith said this frustratingly. Willow didn't have an answer because Willow knew she was being ridiculous.

"Maybe I should leave you alone." Giles said as he started to walk away.

Faith stopped him. "No, maybe it's time you got the visual. You are a Watcher so it makes sense if you watch."

Giles could feel his cock start to stir. He really hoped he would get to do much more than watch. He knew the whole situation was wrong but the Ripper in him was telling him to tell responsibility and duty to "Sod off." Giles wondered if Willow would be uncomfortable with him joining their activities, "Willow, if you don't feel right about me…" as Giles was saying this Willow had gotten up from the couch and walked over to Giles. She grabbed Giles and started to kiss him; their tongues started to do a dance together and Giles reached under Willow's skirt to grab her ass.

Faith went over to them and pulled them apart. "I said you could watch." Faith seemed a bit ticked off but her face softened, "If your good maybe you'll get a treat." Faith led Willow by the hand upstairs and Giles followed. Instead of going into her room, Faith went straight to Giles's room. Faith told Willow to sit on the bed. Faith went to Giles and started to unbutton his shirt; Giles in turn reached out to cup Faith's breast. She swat his hand away, "No touching…watching" Faith chastised Giles.

Faith continued to discard each piece of clothing and Giles became harder with every article she took off. Giles felt weird to be the only one naked but that went away when both girls looked highly impressed with the size of his manhood. "I told her it was a monster cock." Faith said as if to her self. Faith pulled the chair from Giles computer desk and set it in front of the bed; she told Giles to sit there.

Faith went over to Willow and they kissed each other as if they were the only ones in the room. Faith held onto Willow's shirt and ripped it off. Giles started stroking his cock as he watched the two girls. Faith looked over at Giles, "Hey, what did I say about just watching?"

"S, sorry." Giles said pathetically.

Faith looked at Willow, "I'll be right back, lover." Faith left the room and Willow looked at Giles and then bashfully looked away. Faith entered the room a few minutes later naked and she brought something with her. From behind Giles, Faith grabbed both his arms and put it behind the chair. Faith handcuffed his hands together.

Faith went over to Willow on the bed; Willow started to kiss her neck and down to her chest. She started to suck and nibble Faith's nipple while she pinched the other one. Faith moaned in delight. Faith reached down inside Willow's bra and started to fondle a breast.

Willow kissed Faith and Faith fully removed Willow's bra. Faith broke the kiss and turned to look at Giles. "I want you to take a look at something and give me your honest opinion." Faith then told Willow to sit back on the bed and put her feet up so that her legs were fold. She then spread Willow's legs as far as they would go.Giles realized the perversion in this whole situation but it didn't change the fact that he wish he could get to where Willow was and fuck her with all his might. She told Willow to stay like that while she got something from her room.

Willow was embarrassed to have her soaking wet cunt exposed to her librarian. Faith quickly returned with a vibrator in hand. "Okay, Giles, if you could use one word to describe Red's pussy, what would it be?"

"Beautiful." Giles said and was ever more sure of Xander's stupidity; how could anyone pass up something as lovely as Willow?

"See I told you it wasn't ugly." Faith said to Willow and then turned to look at Giles. "It's also very fun to play with." Faith turned on the vibrator on a low setting and rubbed it against Willow's clit. She then moved it inside her and moved it in and out slowly. Willow was starting to whimper and Willow bucked her hips up. Faith moved it in and out of Willow faster, while turning the power up to full blast, which caused Willow to yell. As Faith pumped the vibrator in and out of Willow she used her other hand to pinch Willow's nipples. Faith didn't want Willow to come just yet so she pulled the vibrator out of Willow.

Willow didn't look happy about this but cheered up when Faith put her head between her legs. Giles was starting to almost ache and wouldn't be surprised if he came just watching the show before him. Faith greedily consumed Willow and Willow's release was very powerful. Faith stood up and forcefully kissed Giles. Giles thought not only was Willow's cunt beautiful but it tasted great too.

Faith impaled her self on Giles and immediately rocked up and down on him fast and hard. Giles wasn't going to be able to last long. Willow got up from the bed and unlocked the handcuffs. Giles hands immediately grabbed on Faith's ass and he squeezed it tightly. Giles came and thought it was one of the biggest loads in his life. Faith stayed on top of Giles letting him grow soft inside her. Giles turned to Willow, who was right beside him, and kissed her. Willow then kissed Faith.

Faith said, "Red, how about you find out what my pussy tastes like when it's mixed with Giles." Willow nodded. Faith lied on the bed, a little bit of Giles cum trickled down Faith's thigh, and Willow immediately started the wonderful thing she does with her tongue. Giles kissed up Willow's back and then kissed Faith's mouth. Willow worked her fingers in and out of Faith; she eventually was able to get four fingers inside her. Faith was screaming at the top of her lungs in pleasure.

Afterwards, the three of them stayed in the bed cuddling with occasional kisses and naughty touching. Giles laid in the middle; Giles wondered if he should get a bigger bed. Faith felt very proud of herself for having corrupted an innocent and forcing the wild side out of a Watcher.

The three of them stayed in bed for most of the weekend with a few breaks for eating, going to the bathroom and showering. On Monday they arrived to school together but did a good job at acting as if nothing happened during the weekend. During work hours Giles made sure to devote his attention to Buffy but off hours he doted on Faith and Willow.

Giles was in his library looking over an old text searching for a way to defeat a demon Buffy and Faith were to go up against. Giles heard someone come in. He was surprised to see it was an old acquaintance: Wesley Wyndham-Pryce. "Wesley? What on earth are youdoing here?"

"I'm here to take on my duty as Watcher." The young man said very matter of factly.

Giles had been good friends with Wesley's father Roger. He remembered that Wesley was head boy at the academy and it didn't surprise him that Wesley would be given such a high honor at a young age. However he feared for him because there was no preparing him for the kind of Slayer Faith was. It would be amusing to see how Faith handled him. Giles also was a little disappointed because he hoped the new Watcher wouldn't interfere with the arrangement that Faith, Willow and he had.

Faith walked into the room. She looked at the young man up and down. This man with his suit and demeanor seemed even stuffier than Giles ever was on his stuffiest days. She looked at Giles, "New Watcher?"

"New Watcher."

"Screw this." Faith said and walked out. She didn't want anyone controlling her or disturbing the nice little life, no matter how unconventional, she had with Willow and Giles. Faith decided she would have to have a plan to rip the new Watcher apart. She might even get Giles and Willow involved. Who knows? Maybe they would all even have fun in the process.