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Taking the Initiative	By : wright99 Category: BtVS AU/AR > Threesomes/Moresomes Views: 11195 -:- Recommendations : 0 -:- Currently Reading : 0
Disclaimer: I do not own Buffy the Vampire Slayer (BtVS), nor any of the characters from it. I do not make any money from the writing of this story.

Chapter List
- 1-Taking the Initiative
- 1
Disclaimer: Joss owns all i'm just playin'

Feedback: sheeyeah!!!

A/N: this was an idea taken from characters in my other story Initiative. you do not have to read it to know what's happening here. this is pure meaningless smut that had to be exorcised from my mind. enjoy

A/N2: for those of you who actually read Initiative and the handfull of you who commented on it i'm mulling over doing a contiuation tell me if that's a good idea or not

Willow was in heat.
Ever since their successful escape from the Initiative and Sunnydale, Willow and Faith , along with Cordelia, Oz, Angel and Buffy had shared a house in the remote hills of Hollywood, California. They required the remoteness, because all were subject to the biological imperatives genetically implanted by the mad Dr. Marguerite Walsh in her attempts to create a 'super race' of soldier/warrior/slaves. They had fought hard to escape her clutches, and the unscrupulous manipulations of Ethan Rayne.
They were in hiding, and rumors of their 'differences' had to be kept to an absolute minimum. They couldn't afford to be caught. That would surely mean their demise.
Even with the band Oz had thrown together with Angel(who knew he could sing and play bass guitar?) and Cordelia(also a singer) and Faith(on drums. She couldn't sing to save her life), they still had to share a place, out of economic necessity. Buffy and Willow worked, along with taking care of the homestead and Willow's baby, whom Buffy seemed to treasure almost as much as Willow did. This threw them together a lot, and one thing they did was gossip
About Faith� and her 'special equipment'.
"Don't get me wrong, Will," Buffy said, as the two shared some down time, drinking some coffee and chatting. "I adore Angel. He's quite the�'man' in bed," Buffy blushed lightly. "But sometimes, he's just�well, not enough. Not since I saw Faith that time�remember? When we were holed up hiding from Dr. Walsh and Ethan? And she and you were well� friendly? And I walked in? Damn, she is�" Buffy shook her head, remembering Faith's rather prodigious cock."� comparing her to a horse is insulting� to Faith. Damn, just looking at her thing made me itch�" Buffy blushes and giggles.
Willow felt a blush of pleasure thinking about Faith's cock� and also, thinking of Buffy. Seeing her friend turned on rather turned her on. She still retained all the memories she'd acquired from the Halloween 'be your costume' adventure, and she had the lust, as well as the knowledge, of a high class hooker. And right now, lust was coursing through her body.
"You should see it when Faith is in her animal form," Willow confided. She spread her hands apart, then indicated an unbelievable width. "And it has this knot� that hits right at my G-spot�" Willow got a dreamy lusty look on her face. Her hips squirmed seductively on her chair. "I get wet just thinking about it�" she trailed off, her voice having gone a little hoarse.
Buffy was almost drooling, imagining Faith, hirsute and sleek, her cock engorged with lust and blood. Her own pussy has a spasm, and she felt the familiar wetness on her thigh, indicating she's hornier than hell. She looked at Willow, noticing her nipples protruding through her sheer blouse. Her own nipples were painfully engorged, rubbing on the lace of her bra.
"Hmmm� I understand, perfectly," Buffy cooed, her own voice colored with lust and passion. "I think we need to take care of that, don't you?"
"Ummm hmmm�" Willow smiled, as her best friend slipped out of her chair and pushes up her skirt. She giggled at Buffy's reaction to her wearing no panties. "Faith sometimes is rather impatient these days, and I'm tired of my panties being torn by her�eagerness."
Buffy giggled, her own hips rolling at the idea of Faith fucking Willow's beautiful pussy with her hard cock. She moaned softly as she buried her face between Willow's spread thighs. She went work with her genetically enhanced tongue, which was extra long and flexible.
Willow, her arms hooked over the back of her chair, let out a long low sigh as Buffy's tongue slipped between her puffy, reddened lips. God, I don't know why, but thank you Dr. Walsh for giving Buffy this tongue! She thought, as she felt her lover's tongue slip deeper and farther up her vagina. God, next to Faith's cock, this is the best thing I've ever had in my pussy, Willow thinks as she feels Buffy's tongue swell and move around within her.
Buffy eagerly licked Willow's vagina, loving the soft musky taste. The feel of Willow's vaginal walls pulsating around her tongue only drove her own lust to a higher, deeper level. She flicked and waggled, thrust and withdrew her tongue like a piston, all the time shivering in carnal delight as Willow moaned and groaned her appreciation.
Willow, in the throes of heated passion, watched Buffy eagerly licking her through hooded, bedroom eyes. She placed a hand on Buffy's head, encouraging her to work harder. Her other hand slipped down to her engorged clit, and she manipulated the little bullet, feeling shocks of pleasure course through her overheated body.
With a low moan and deep groan, Willow came, her copious liquids smearing over Buffy's features as she drove her pussy into Buffy's willing face. She shivered and bounced on her chair, causing Buffy some consternation as her vaginal walls had tightly gripped her tongue. Then she froze, back arched, and relaxed into the chair, spent and very temporarily sated.
Buffy, feeling Willow's pussy relax, withdrew her tongue and began to wash Willow's cum smeared pussy and thighs. She worked her way up, anchoring her mouth on Willow's still hard nipples, licking and sucking them until another huge shiver ran through Willow, as an after orgasm crested through her.
Willow drew Buffy up to her, and Buffy found herself sitting on Willow's lap, kissing her friend/lover with a heated passion, her own sopping wet pussy soaking through her panties and wetting Willow's thighs.
"Mmmm� that was nice, Buff�" Willow says softly, as they broke the kiss," but I smell the distinct odor of wet pussy, and I know it's not mine� I think it's your turn now�"
Wrapping her arms around Buffy, she stood, her own strength increased by the genetic modifications to her DNA. She lifted the petite blonde and stood her on her feet. Both girls worked quickly to shed each other's clothing, wanting , needing to be naked yesterday. Embracing, skin to skin, they sank to the floor, kissing passionately.
Buffy laid back, her thighs spread as Willow straddled her waist. Leaning over, Willow put her own genetically enhanced tongue to work.
Unlike Buffy's, it doesn't grow during sexual use, but it is long and flat, nonetheless. Having cat DNA, her tongue is particularly rough, and Buffy moans appreciatively as Willow licks her engorged, aching nipples.
"Oh, god YESSS Will, you know how I love that," Buffy moaned, as Willow used her sandpaper like tongue on Buffy's sensitive achy breasts.
Buffy reached out and grabbed Willow's breasts, kneading them and fondling them roughly. Willow sighed her response; she loved it rough. Buffy pinched and pulled on her nipples, and Willow licked all the harder.
She took one of Buffy's breasts in her mouth, her slightly sharpened teeth biting down. Buffy groaned loudly and shivered underneath her. She'd been so turned on tongue fucking Willow, her first orgasm came to her quickly and unexpectedly.
"Bad, bad girl," Willow chastised her friend teasingly, "You're not supposed to come until I say so." She starts to bite her friend harder, and Buffy groans again, her passion rising out of the ashes of her last orgasm. "I guess I'll just have to find a way to punish you."
"Oh god, yes, Will, punish me!" Buffy cries out, wriggling under Willow, "I'm so bad, so baaaad."
"You nasty little thing!" Willow barks at her, getting into the game, "You were naughty deliberately, weren't you? You love it when I punish you, don't you, Buffy?"
"You know I do, you slut. You're mean, torturing me like this!" Buffy wiggles seductively under her. "You love to do it too, I know you do!"
Willow jumps off of Buffy. Grabbing her by the hair, she pulls Buffy off the floor. Buffy moans.
"That's so not true, Buffy Anne Summers!" Willow growls at her, "You know I do this because you need to be spanked. You're a spoiled brat!"
"Yesss, I am. I'm very bad�." Buffy says, shivering in anticipation. "You need to punish me, Willow."
"Yeah, I think I do," Willow says, her voice throaty. She licks her lips. She almost enjoys this little game as much as Buffy.
Grabbing Buffy roughly, she pulls her along over to the chair. She sits, and slaps her lap. "Assume the position, you horny little slut."
Buffy, body flushed, nipples hard, pussy leaking, almost throws herself over Willow's lap. Her ass is high, her legs slightly spread.
Willow, grinning fiercely, begins to paddle Buffy's ass. Each hit brings a moan of pain mixed with exquisite pleasure from the small blond. She shivers on Willow's lap, her pussy pressed hard against Willow's thigh. Willow soon has Buffy's tight little ass glowing red, and Buffy is moaning softly.
Willow, seeing Buffy's reddened ass, leans over and begins to lick between the ass cheeks, enjoying the juicy goodness of Buffy's wet pussy. Buffy moans louder, Willow's rough tongue sending sparks of pleasure mixing with the pain of her hot ass. She's soon wriggling on Willow's lap, humping against her thigh.
"Stop that, you horny slut. I didn't say you could do that!" Willow teases her, all the time licking her eagerly.
"I'm so fucking horny� god, Willow�" Buffy wheezes, her body on fire.
"So, you want to be fucked by Faith's hard cock, do you?" Willow sneers. "Need a little something more than Angel, do you, Slutty Summers?"
"Oh, god YEAH! I need Faith's cock in me, fucking me!" Buffy growls, wriggling harder on Willow's lap. "I wanna feel her fucking my wet pussy! I need it!"
"Yeah you do," Willow agrees, and without ceremony, she jams three fingers into Buffy's sopping pussy.
Buffy screams in delight. She presses back on Willow's fingers as Willow starts to finger fuck her friend.
"Fuck me, fuck me, fuck me!" Buffy yells, thrusting hard against Willow's fingers. "Fuck me hard and long� dammit more! I need MORE!"
"More huh?" Willow gets a wicked smile on her face. "Let's see how much that tight little pussy of yours can take, Slutty." She withdraws her fingers, soaking now with Buffy's honey, and makes a fist. "I think it's time you got really reamed." She chortles.
Just as she is about to push her fist into Buffy's willing hot hole, a voice stops her.
"What the fuck is going on in here? We can here the screams outside!"

Faith and Cordelia are standing in the doorway, looking at the two horny naked women.
Willow, hearing Faith, looks up and smiles brightly.
"Hi, baby!" She coos, almost dumping Buffy off her lap as she stands up. "We were just playing a little."
"Well, it sounded like you were killing her�" Cordelia snipes Seeing the two naked women, and smelling the sex in the room, feels some warm tingles run through her. "� not that I necessarily object, mind you!"
"Thanks a bunch, Cordy," Buffy, on her ass on the floor, legs spread, snipes back. "I love you too."
"Any time, Buff," Faith picks up the thread, "Anything for a bud."
"Anything?" Buffy pants, starting to ooze thinking of Faith's cock. Her thighs seem to magically spread even further, revealing her shaved pussy.
"Hey, lover," Willow, naked, comes over to Faith. She began to rub up against her. "I was missing you�" She licks Faith's neck. Her hand wanders down, rubbing on Faith's crotch. "A whole lot."
Faith, with her genetically altered senses, could smell her mate's sexual arousal, and it stimulated the now familiar stirrings in her groin. It also stirred other changes in her. Willow's hand was helping matters along nicely.
"So, you thought fucking Buffy would be a good way to relieve the tension?" Faith growled, playfully. She wasn't upset; she knew Buffy and Willow were lovers, as well as friends.
"Oh, no, baby," Willow cooed, rubbing her wet crotch against Faith's jeans. "No one can fuck me like you do�" She unzips Faith's jeans, and slips a hand into her crotch, touching Faith's rapidly swelling cock. "I just wanted to give Buffy some TLC. Buffy's a horny little slut, and sometimes, Angel just isn't enough� you know?" Another long slow lick down Faith's neck. "But you, baby� mmmm� I think our little blonde needs a little hard fucking� don't you?" She rubs Faith's cock, and looks over at Buffy.
Buffy, watching, has moved her hand down to her pussy. She's rubbing furiously, sighing and moaning.
"She's horny, and in heat�" Willow whispers into Faith's ear. Looking over Faith's shoulder, she giggles. "And I'm thinking, she's not the only one."
The smells and sights have effected Cordy, and unconsciously she has slipped her hand under her skirt, rubbing at her own damp pussy. Her face is flushed, and she's panting heavily.
"I'm thinking," Willow nibbles on Faith's ear, "You've got three horny bitches that need to be fucked bad, baby," She withdraws her hand from Faith's now bulging crotch. "What're you going to do about it, lover?"
"Fuck!" Faith growls, her own hormones kicking in. She begins to shake and shiver.
Willow begins to undress Faith, who gives no resistance whatsoever. As she lowers her pants, Buffy and Cordelia stare, eyes growing wide.
Faith has grown over the months since Buffy last saw her cock. Her cock is monstrous, wider than Buffy's wrist, and even flaccid, 8 inches long. It's not flaccid at the moment, sticking straight out, a proud 14" long.
Oh my god! Both girls think simultaneously, That thing might break me in half. Both shivered in the anticipation of finding out.
Cordelia, never shy, had almost torn off her clothing, and stood naked, wet and ready.
Buffy, still on the ground, was almost drooling. Almost worshipfully, she crawled over, sitting on her haunches before Faith, eyeing the monster before her. She hesitantly reaches up and touches Faith's cock, and it jerks.
"God, Willow� it's bigger than you said," Buffy said in awe. She licked her lips.
Cordelia, not wanting to be left out, dropped to her knees, and crawled over beside Buffy. She worshipped at the altar of Faith's massive cock.
"My baby is just a growing girl," Willow said softly, reaching over and starting to play with her lover's tits. " Lift it up and look� you're in for a surprise." Willow giggled.
Curious, Cordelia gently grabbed Faith's cock, and lifted it. She gasped.
"My god! She has a pussy, too!" She could smell Faith's juices, which were already beginning to leak. She tentatively stuck out her tongue, lapping at them gently.
Faith groaned, and started to groan louder when Buffy, on her own initiative, took Faith's massive cock in hand and began to lick the pre-cum off the head.
"Mmmm you like that baby?" Willow says, leaning over and sucking on Faith's hard nipples. "Do you like three hot bitches horny for you?"
Faith, caught in a shower of sexual shivers, nodded." God yeah, baby, this is fucking� fantastic!"
Buffy opens her mouth, and slips her warm mouth over Faith's massive cock head. She tickles the little slit with her tongue, rewarded with a dollop of pre-cum. She swallows, and gradually relaxes her throat. She gently pushes her mouth down Faith's wide, veined shaft.
Cordelia has positioned herself between Faith's legs, and grasping her round, shapely ass, slips her tongue up into Faith's pussy. She feels Faith's knees quiver as her tongue travels deeply up Faith's sopping cunt. Her tongue is long, thick and forks like a snakes. It drives deep up Faith's pussy, ticking both walls as it reaches further and further along.
Willow wrapped her arms around Faith, to support her lover so she didn�t fall to the ground. She used her rough wide tongue to lap over Faith's breasts and chest, driving Faith to higher plains of pleasure. And, being the nasty girl she was, she slipped a finger down, down, down Faith's back, and dipping it in Faith's wetness, pushed it up her rear.
Buffy, almost chocking on Faith's large cock, felt it quiver in her throat. She redoubled her efforts, sucking and caressing it with her tongue. What she couldn't put in her mouths, she strokes lovingly with her fist.
Cordelia is almost drowned as Faith's juices begin to pour out of her. Still, she's loving the taste and smells, and she reaches down to her own pussy, frigging her clit as she tongue fucks Faith. Reaching with her free hand, she squeezes and pats Faith's ass.
Faith, overwhelmed by the sensations of three beautiful women making love to her, tries to hold off, letting the fires build and burn brightly inside her. But the women are relentless, and she almost explodes as wave of mind shattering orgasms hit her.
Buffy felt Faith's copious cum start to spurt down her throat. She bravely tried to swallow it, but finally had to withdraw. She is somewhat amazed when Faith kept coming, splattering her hair, face and chest with thick ropes of pearlescent cum.
Cordelia's face is soaked by Faith's musky girl cum, and still she diddles Faith and herself, cumming along with Faith, moaning loudly.
Faith finally loses consciousness, the orgasms overwhelming her. She lays limp in Willow's loving arms.
Gently, Willow lies her on the floor.
"That's it?" Buffy complains, covered in Faith's cum. "She's done?"
"Oh no�" Willow smirks, looking at her lover." Just, this is a stage. Her conscious mind has checked out. Now the real fun begins."
"What're you talking about, Willow?" Cordelia asks, legs splayed. She's still recovering from her self induced orgasm.
"You'll see."
They didn't have long to wait. Before Buffy's and Cordy's amazed eyes, something started happening to Faith. Willow chuckled in anticipation.
Faith's body began to shiver and shake, and her form started to change. She lengthened and grew longer, her arms and legs growing shorter. Her hands became padded paws, and her whole body grew a thick coat of ebony fur. As the final transformation from human to cat occurred, she woke up and growled.
"There, there, baby," Willow went to Faith's head, rubbing behind her ears. "I've got something real special for you." She looked at the other two women.
Buffy and Cordelia have scurried back on their butts, freaked by the change to Faith.
"You're not going to feed us to her� are you?" Cordy said nervously.
"What the heck is going on, Will?" Buffy stares at Panther Faith, a little shaky and thrown. Then she notices something.
Faith's cock is as large and thick as before, but just behind the tip a large knot has formed.
"What the fuck is that?" Buffy looks up to Willow, who is grinning evilly.
"Oh�that's all the better to fuck you with, my dear," Willow cackles.
"Shit�" Cordelia is on her feet, ass to the wall. "That thing will never fit inside me!" She still is fascinated, however, and can't look away.
"Oh� you'd be surprised what a good job Maggie Walsh did. Your pussy will stretch to fit, trust me. And there's nothing that feels like it," Willow licks her lips. "C'mon, baby," She reached down, lewdly rubbing Panther Faith's cock, "let's show these bitches how it's done."
Willow stood, and moving in front of Faith, knelt down doggie style in front of her. She rubbed her ass in Faith's snout.
Faith sniffed her mate's ass, and her cock stiffened and bounces in response. Letting out a low, guttural growl, she moves to mount Willow, laying across her back.
Willow lets out a moan as Faith's cock head pushes against her wet, swollen pussy. She groans as Faith, excited, pushes her cock into Willow's hot hole, sliding up the cock until the knot is at the entrance. Then she screams when the knot slides into her.
Buffy and Cordy watch fascinated as Panther Faith begins to fuck Willow. Her hips thrusting, she fucks Willow long and deep, eliciting a stream of filthy curses.
"Yeah, you fucking animal, fuck me with your hot cock. Do it , fuck me harder, harder� push it deeper, you bitch. Fuck my hot pussy with your cock� do it� do it fuck me fuck me FUCK ME!" Willow starts to thrust back against Faith, shaking her head side to side, her own animal instincts taking over. Her words become meaningless growls, and Faith, excited by her mates scent and the feeling of her tight cunt around her massive cock, growls loudly. Willow growls in response, and fucks harder against Faith.
Buffy and Cordelia, turned on by the raw animalism of it, begin to finger themselves, and soon their own scents and growls and moans are added to the mix.
Willow, smelling their scent, whips her head around towards them.
" Come here, you bitches, and get down on your knees. Your next!"
Buffy and Cordelia, as if in a dream, hurry over to Willow, and each get down on their knees, ass up in anticipation.
Willow moans loudly, and Faith roars, and then Willow collapses as her orgasm takes over. Her pussy pumps Faith for her cum, causing Faith to pump her harder, driving her knot deeper. She spurts and spurts within Willow, and that causes Willow to cum harder, squeezing Panther Faith's cock harder. Willow screams, and then collapses.
Faith's cock slips out of Willow's pussy with a loud popping sound. She moves away, and looks at the other two women.
"Shit, did she kill her?" Cordelia asks, shivering.
Willow moans, and there's a huge smile on her face.
"Well, if she did, I wanna die like that," Buffy chortles. She almost jumps out of her skin when a long rough tongue licks her ass.
"I'm thinking that means your next," Cordy says, seeing Panther Faith licking Buffy's rears.
The rough tongue, along with her own horniness, causes Buffy to start leaking copious amounts of her juice. Panther Faith, excited, mounts on top of Buffy.
"Shit, she's still hard.. how the fuck does she do it?" Cordy asks, seeing Faith's huge cock starting towards Buffy's pussy.
"WHO FUCKING CARES!" Buffy screams as Faith's huge cock pushes it's way between Buffy's hot wet lips.
Buffy has never felt anything so large inside her before. Even Angel, who's hung like a horse, can't compare to Faith's girth and length. Never mind the huge knot which stretches her tight pussy to the breaking point. Panting, moaning and occasionally screaming, Buffy feels as if she's being ripped apart� and loving it!
Face red, she turns and sees Willow watching Faith fuck her, grinning like the Cheshire cat.
"Fuck you Willow," Buffy groans, as her pussy muscles start to squeeze along Faith's gargantuan shaft. "Why the fuck didn't you tell me? And share this sooner�" Her body starts to react, and she starts to press against back against Faith, driving her deeper up her.
Cordy is shivering, partly in fright. This is all very sexy to her; on the other hand, she's scared a little by Faith's massive tool Fuck, what if she rips me up inside. Yeah, she's managed to fit those two whores, but Oz, love him, is big, but NOTHING like that! Shit, this could kill me!
Willow gets up, and walking a little funny, goes over to Cordelia. Kneeling down, she grabs Cordelia's ass.
"What the heck are you doing?" Cordelia asked as Willow buries her face between Cordelia's butt cheeks.
"Getting you ready, baby," Willow says, her tongue licking over Cordelia's already wet pussy. She reached around, and parting her hood, began to diddle Cordelia's clit. "Believe me, you're going to need to be really juicy to get my lover's cock in your tight little hole." She giggled, "anyway, I've never had a taste of you, and now seemed to be a good time." She starts to lick Cordelia's cunt industriously.
Buffy is already near orgasm when Faith's knot seem to settle right at her g-spot. Shouting curses and moans, Buffy's pleasure zooms up the scale until her brain explodes in the strongest orgasm she's ever had. Her pussy starts to spasm around Faith's cock, causing Faith to shoot a steady stream of cum deep inside Buffy's pussy. That only causes Buffy to come harder, and she pounds back against Faith's hips, wanting more and more. She squeezes her vaginal muscles tighter, milking Faith for all she's worth.
Cordelia is in heaven. Her head down, she gives into the sensations of Willow's rough tongue reaming her as her fingers begin to penetrate her sopping pussy. Then she feels something hard and round pressing against her pussy, and she looks up.
"What?" She says, seeing Willow pressing her fist down there.
"Thought I'd give you a taste of things to come, " Willow snickered, then pushed her fist inside Cordelia.
Cordelia screamed as Willow pushed her fist slowly up her vaginal canal. But the screams become joyful groans as Willow starts playing with her clit, and soon, she was cumming harder than she's ever come in her life.
Faith, having finished off Buffy, who was lying collapsed with a goofy grin on her face, smells Cordelia's mating scent. She came over to investigate.
Willow, seeing Faith finishing with Buffy, withdrew, to the protest of Cordelia, who was still horny, wet and needy.
Faith began to bathe Cordy's ass and pussy with her tongue, and Cordy mewls and sighs like a very happy kitty. Just the right note to excite Faith.
Faith mounts Cordelia, who spreads her legs instinctively. Willow guides Faith's huge cock towards Cordy's pussy, rubbing it to excite Faith further. Not that she needed much, as her massive cock head split Cordy's lips apart and penetrated her.
Cordy groaned loudly, and louder still when Willow, having scooted underneath Cordelia, began licking at her clit. She watched as her lover, Faith, fucked her friend Cordelia, moving between exposed cock, and Cordy's pussy with her tongue's attention.
Buffy, somewhat recovered, crawled over to watch the action. She saw Willow's splayed legs and pretty pussy, and couldn't resist the bait. She lay down between Willow's thighs, and began to eat her out. Amazingly still horny after being fucked by Faith, she reached down and diddled herself as she tongue fucked Willow.
Soon the room was filled with sighs, moans, groan, screams and roars as each started to come.
Cordelia, stimulated beyond belief(as Willow just couldn't resist playing with her large, pretty tits) came like racehorse, bellowing as Faith's cock shot what seemed to be a gallon of sperm up her pussy. Willow, while busily playing, felt her own orgasm overtake her, and she bucked and shivered under Faith and Cordelia as Buffy's tongue relentlessly licked her. Buffy brought herself off, and collapsed between Willow's thighs, exhausted and sweaty.
Cordelia started to fall, and Willow, while still coming , rolled out from beneath just in time. The force of Cordelia falling cause Faith's massive cock to rip out of her, and she lay down on her haunches, panting and exhausted. Even so, her cock was still engorged and erect.
Willow, crawling away from Buffy, went over to where Faith was lying, panting. She moved between her panther lover's thighs, and taking the huge cock in her hand, lowered her head and began to lick and suck on the huge member.
Faith purred softly, and nuzzled her snout between Willow's thighs. It'd had taken some patience on Willow's part, but she had trained her panther lover to lick her pussy when she sucked her cock. It paid off now as Faith, her tongue huge in panther form, began to lick her lover's wet pussy.
They soon were in the throws of passion, and each came with a roar, Willow's animal having half emerged. She was still somewhat human shaped, but was covered in a soft russet colored fur. They came, and then lying next to each other, slept.
As they slept, the transformation came over them, and they both reverted to human form. Snuggling close, they spooned tightly.
Cordelia and Buffy, watching them, had made love to each other, and they too slept, tangled in each other's arms.

Half an hour later, Angel and Oz showed up. As they stood in the doorway, they saw four naked women cuddling and sleeping.
"What the hell went on here while were working?" Angel asked, shaking his head.
"Oh, c'mon, Angel," Oz said laconically, sniffing the air." You gotta be able to smell that."
"Oh yeah," Angel says, a little wistfully. "Seems like we missed out on the fun, huh?"
Oz grins, then turns to Angel. There's a definite horny gleam in his eye. He reaches over, and lowers Angel's zipper. Reaching in, he pulls out Angel's massive cock, which has been stimulated by the sexual scents in the room. He kneels down in front of him.
" I guess, Angel, we'll just have to make our own fun," Oz says, as his mouth moved toward Angel's cock.

The End?
- 1
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Taking the Initiative