"Please, Rupert?" Willow asked, sliding off the couch and crawling to where he was reading in his leather chair.

Giles looked disgusted, not with Willow's actions as she crawled up to him and made room for herself between his legs, but at what she was suggesting.

"But... you want me to... with Spike," he pointed out.

Willow slowly ran her hands up his legs, starting at his ankles, over his calves, up and over his knees, slowing even more as she moved up his thighs.

"Don't tell me you haven't thought about it," she said, her voice husky from the imagery in her head of what she was suggesting.

Giles was hesitant to admit, aloud, that he'd thought about Spike, especially to the woman they were both shagging.

"What if I have," he cautiously said. "It doesn't mean that I want to go through with the actions."

Willow's hands had reached Giles' hips by now and she began to trace the evidence that Giles was protesting much more than he truly felt. Giles groaned at the light touch and lifted his hips in invitation for more.

"But you want to," Willow knowingly said.

"Wh-what does Spike think about this?" he asked through clenched teeth.

"Spike doesn't know," Willow demurely said, applying a bit more pressure to her ministrations. "I figured you'd be harder to convince."

"Very... astute... of you," Giles bit back another groan as Willow continued to stroke him through his pants, which were now uncomfortably tight.

"Is that a yes?" Willow whispered, leaning up to nibble on the sweet spot behind Giles' ear.

"Yes, yes," Giles agreed, hoping she'd release his aching cock before he came in his pants.

Willow kissed his lips quickly and bounced away from him and back to the couch. "Thanks."

Giles blinked, looking around in confusion at the sudden lack of stimulation. "I beg your pardon, but you weren't finished here."

"Oh, I think I was," Willow cheekily grinned.

Giles launched himself out of his chair to make Willow finish what she'd started, but having anticipated his action, Willow was on her feet in an instant, squealing as she ran towards Spike's room. She burst into the room and jumped on the bed behind the sleeping vampire.

"What the--?" Spike asked as he was jolted awake by the bouncing bed.

"Willow, you get back here," Giles called out as he followed Willow into the room. He stopped short upon seeing Spike's naked chest and one long, muscular leg peeking out from under the sheet.

"What's all this ruckus?" Spike asked, looking between Willow and Giles. "And why'd you need to bring me into it?"

"Giles has something for you," Willow told the sleepy vampire, gliding her fingers over his bare torso.

"That right?" Spike doubtfully asked, giving Giles a careful once over. He wasn't carrying anything. In fact, his hands were positioned in front of his groin. Looking to the man's face, he could see how uncomfortable he was.

"I didn't mean now, Willow," Giles hissed.

Turning back to the redhead on his bed, Spike asked, "What're you up to, pet?"

"It's playtime," she blithely said.

Glancing between Willow and Giles he countered, "Right, that's why you woke me up in the middle of the day and why Giles is sporting a hard-on."

"Uh huh," Willow innocently blinked.

Swiftly flipping them over, Spike pinned Willow to the bed, inadvertently exposing his backside to the man still standing in the doorway. Willow simply giggled at the domineering action.

"And who's the Watcher hard for?"

"Um, you?" Willow said uncertainly.

"And what do you expect me to do about it?" Spike asked, already having an idea of what his girl's mind was thinking.

"Suck him off," Willow replied in the same innocent tone of voice, as if she'd been suggesting he bring Giles a cup of tea.

Spike arched an eyebrow questioningly at the girl beneath him, then turned to look at the blushing man in the doorway.

"Is that so?" Spike asked, this time directing his question to Giles.

"She tricked me..." Giles started to say. "Sh-she was touching me, and seducing me with words..."

Spike slipped out of the bed and stalked over to the human, whose heartbeat was increasing in rhythm with every step closer Spike took.

"You want me, Watcher?" Spike leered as he stepped up close to Giles.

"I, uh, I..." Giles' nervous stuttering was cut off when Spike reached out to cup Giles' flagging erection, which suddenly wasn't so flagging anymore.

"I'll take that as a yes," Spike smirked. "What'd she say?" Spike teased as he stroked Giles through his pants. "She talk about me? Tell you how good it feels getting eaten by a vampire? But you already know what it's like getting blown by a vamp, don't you?"

Giles groaned his answer as Spike undid his belt and began to open his pants.

Spike continued to tease the man with both words and hands. "Remember what it feels like to be encased in a cool, wet mouth, that doesn't need to stop to breathe? You miss it. You want it again. You want me. Say it."

"Yes," Giles moaned. "Please, Spike."

"What if I don't want to?" the vampire teased, taking a step back.

Giles looked panic-stricken. First Willow, and then Spike, had teased him to an uncomfortable hardness, and he desperately needed relief. He hated the pleading note in his voice as he croaked, "No, you can't do that. Not again. Not after Willow..."

"Don't get your knickers in a twist," Spike gloated. "Better yet, get out of your knickers completely."

"Really?" The look of relief and hope on Giles' face nearly caused Spike to laugh. Something he could no longer hold in as Giles hurriedly tore his clothing off. "Where?"

"Get on the bed," Spike instructed, happy to have the upper hand in this situation.

As the men turned to head to the bed, they both paused mid-step at the glorious sight of Willow lying nude on top of the sheets.

"What, you didn't forget about me, did you?" she asked, running a hand over her hip.

"We could never forget about you, my dear," Giles said as he lay down next to her on the bed, capturing her lips in a grateful kiss, silently thanking her for what was about to happen.

Not one to waste time, Spike crawled on the bed and situated himself between Giles' legs. With his hands on Giles' hips, Spike swallowed Giles' cock in one swift motion.

"Oh, God," Giles cried out, pulling away from Willow at the sudden sensation of being surrounded by Spike's mouth. That mouth that until now had been annoying more often than not was suddenly Giles' favorite part of Spike's anatomy. He tried to thrust up, but Spike had an iron grip on his hips.

Willow knew the sight of these two men together would be incredible, and she was so very glad that she was right. A part of her thought that she should be jealous that one of her lovers was getting the other off, but watching Spike's head move over Giles' cock, seeing it disappearing into that mouth she loved, drove any sense of jealousy out of her head. Why be jealous when she could watch? Better yet, when she could play too.

Deciding that Giles was finished gasping out his initial shock from Spike's assault, Willow shifted to her knees and straddled Giles' chest. Leaning forward, she hovered over Giles' mouth until he took the hint.

Giles inhaled the scent of Willow's arousal as she waited for him to service her. Unclenching his hands from the sheets, he grabbed her ass and pulled her down to his waiting mouth. Slipping his tongue between her folds, he teasingly lapped at her until she began to wiggle in an attempt to get him to go where she needed him most. Giles chuckled, his lips vibrating as they surrounded her clit.

If he wasn't hard before he started sucking Giles, he was now. Spike watched Willow riding Giles' face as he pulled back a bit, releasing Giles in order to lick him in random patterns, enjoying the taste of the man. He teased the head of Giles' cock with lips and tongue, enjoying the muffled rumbles that came from the human. Taking just the head back into his mouth, Spike sucked hard, causing Giles to yelp in pleasure as he tried to buck farther into Spike's mouth.

Spike suddenly felt the urge to be looking into Giles' eyes when the human came. He wanted him to know exactly who it was who had brought him so much pleasure. Reluctantly, he pulled back in order to say, "Oi, Willow, get off him, you're blocking my view."

"But I'm so close," she pouted, not moving.

"I'll make it up to you," Spike promised, the lust in his eyes undeniable. "Just get your arse off the Watcher and onto the bed."

"You better," Willow said as she made a show of lifting her leg back over Giles' chest to sit leaning against the headboard.

"Promise," Spike said with a grin and a wink.

Willow decided that she couldn't be too upset with Spike for interrupting her fun; after all, this way she would get to see Spike bring Giles over the edge. And it looked like she wouldn't have to wait long to see that.

Spike released his iron grip on Giles' hips, hoping he didn't bruise the man. Giles instantly began to thrust up into Spike's mouth, his body aching for the release it had long been denied.

Slipping one of his free hands underneath Giles, Spike lightly stroked Giles' back passage as he suctioned hard and took the cock into his throat. He swallowed once, his throat muscles constricting around the head of Giles' cock. As predicted, that sent Giles straight over the edge and into oblivion.

Giles shouted out Spike's name as his body bowed in release. Every one of his sensitive spots was being stimulated and he was helpless but to do anything except what his body commanded. Spike licked Giles clean as the human panted for breath from his intense orgasm.

Spike moved over Giles' sated body to lick up Willow's juices that coated Giles' chin before kissing him. Giles kissed him back with what energy he had left, which was not as much as he would have liked.

Willow's moan of approval caused Spike to turn his head to see Willow with one hand tweaking a nipple and the other buried between her thighs.

"None of that now," he chastised the redhead. "Told ya I'd take care of ya."

"You were taking too long," Willow retorted.

Rolling over, Spike went from hovering over Giles to Willow. "Was busy," he simply said before kissing Willow, his knee parting her legs enough to slip between them.

Willow could taste both herself and Giles on Spike's tongue and felt herself get even wetter. Both of her hands came up to hold Spike to her, one going into his hair as the other stroked his back. Her nails sank into his flesh as Spike entered her and began a rapid pace.

Spike purred in appreciation of the bite of her nails. She usually didn't play rough with him, despite him having told her she could. Silly chit didn't want to hurt him.

Pulling away from her mouth to let her breathe, Spike practically begged, "Do you mind... I mean can I--"

"Please," Willow said, not needing him to finish.

Spike gratefully let his demon out and bent his head to kiss her again. Willow eagerly pierced her lip on one of his fangs, sharing her blood with her lover. Spike growled in approval as he kissed away her offering.

The next time he released her mouth, he moved to her chest. He was a little nervous about tasting her breast while in game face after what happened the last time, but he was too horny not to. After getting the Watcher off and then tasting Willow, Spike knew he wouldn't last much longer, but he also wanted more of Willow's rich blood. She tasted amazing when she was filled with lust and desire.

Willow's hips lifted to meet the powerful thrusts of Spike's hips. She hoped that by concentrating on her hips' movements that she wouldn't accidentally cause Spike to bite her again. She hated when the chip went off at the worst times. She was too close to release and wanted Spike to come over with her.

Running her fingers through his hair, Willow held his head to her breast. The slight movement of his fangs against her flesh as Spike suckled her nipple was a pleasant pain. She turned her head to find Giles lying on his side watching them. He looked happy and sated, and perfectly content to watch his lovers love each other. He met Willow's eyes and with a slight nod and a small smile he answered her unasked question.

Willow looked down at the top of Spike's head. His eyes were closed, and even with his demon's face to the fore, she could see the pleasure etched on it. She was so focused on watching Spike, that she didn't see Giles' hand snake out and between their bodies. When he began to rub her clit in time with Spike's thrusts, she found herself unexpectedly clenching around Spike's cock as she came, hard.

"Spike, I want you to bite Willow's breast," Giles quietly said in Spike's ear at the first touch to Willow's clit.

"Are you bloody insane?" he countered. "Remember what happened last time?"

"Willow won't feel it if you do it while she's coming," Giles pointed out. "Just do it before she comes down."

Realizing Giles was probably right; Spike took Willow's other breast into his mouth. Just as he felt her clamp down hard on his cock, Spike slid his fangs into her flesh. He paused, waiting for the pain, but it didn't come. The only thing coming was Willow; and now he was too as he drew her delicious, hot, lust-filled blood into his mouth. His joy, both physical and mental, had him shooting his release deep inside Willow as he eagerly took her blood into him.

He was still suckling her blood when his body stilled. It was Willow's hand on his head, stroking his hair and her quiet, "That's enough," that made him stop.

Spike reluctantly retracted his fangs, returning to his human mask to lick the puncture marks closed.

"Are you hurt?" Willow asked, still stroking his hair. She loved how soft his hair was.

Rolling off Willow to lie next to her, Spike excitedly said, "I feel bloody fantastic. Do you realize that's the first time I've been able to sink my fangs into someone since I got this chip in my head?"

"How were you able to do it?" she asked. Willow had been so consumed by her orgasm that she hadn't even realized Spike had bitten her until he had come.

"Don't really know," Spike admitted. "He told me to try, said it wouldn't hurt."

Willow looked questioningly at Giles.

"I knew that your body would be on a high from the endorphins that were released when you climaxed so that you probably wouldn't feel it when he bit you. Was I right?"

"Yeah, you were," Willow admitted. "Thank you." She leaned over and kissed Giles.

"What are you thanking him for? I'm the one who should be thanking him," Spike pointed out.

"By all means," Willow giggled. "If you want to show Giles your thanks, go right ahead. I won't stop you."

"Oh, you'd like that, wouldn't you?" Spike called her bluff anyway and leaned across Willow to give Giles a very thorough thank you kiss.

Finally releasing the man to breathe, Spike settled back down next to Willow. "So when can we do this again?"

"You're insatiable," Willow laughed.

"No, I'm tired. Someone woke me up," Spike said.

"I think we're all a little tired," Giles agreed.

"Nap time," Willow announced, pulling the sheet up from where it had been shoved at the beginning of their playtime.

"Agreed," Giles said, snuggling closer to Willow. "Although perhaps we should move up to my bed."

"Not going anywhere," Spike announced. "'s my room, no reason I should leave. And Willow's stayin' with me."

"I am?" Willow asked with a laugh in her voice.

"Yes, you are, in case I wake up hungry and horny."

"You always wake up hungry and horny," she pointed out.

"See, good thing you'll be here to sate all my needs." Turning his attention to Giles, Spike added, "If you want to sleep with Willow, you'll be doing it here."

"All right, fine, I'll stay. Wouldn't want you two playing without me."

"Knew you'd see it my way," Spike smirked.

"Oh, go to sleep," Giles growled.

 

The End

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