Three nights ago, at Faith’s motel. . .

Taking no more time to think or panic into backtrack mode, they rushed from the cemetery, heading directly to Faith’s motel rather than finding another tree to fumble up against. They kept conversation to a minimum and their hands to themselves, not wanting to be enticed into an alley or dark corner to vent their frustrations on one another on the way. Buffy wanted Faith in bed, and naked. With the speed they were going it didn’t take them long to arrive and Faith fumbled with the key, getting the motel door open with some difficulty as Buffy pressed up against her from behind.

“Never felt this turned on before,” Buffy admitted, staying close to Faith as they entered.

“Yeah? Not even with Angel?” Faith asked, turning around to face Buffy as the door clicked closed.

Buffy shook her head no, stepping into Faith’s personal space and sliding her hands up the front of her jacket. She took the lapels in her hands and tugged it down Faith’s arms, encouraging Faith to let the jacket drop to the floor.

“You make me. . .you make me feel alive,” Buffy confessed softly, pressing close to Faith and bringing their lips together as she shrugged off her own jacket.

The kiss was more tender than previous kisses; lips barely touching as they enjoyed each sensitive caress. But Buffy wasn’t in the mood for gentle for too long. She needed more.

“Now get on the bed and show me how to fuck you,” Buffy ordered, smiling smugly at Faith’s surprised raised eyebrow.

She really did feel alive; humming with excitement and eagerness. It almost felt like something else was in possession of her, and that wasn’t far from accurate. She was possessed by a passionate need to take what she’d wanted for months. To finally give in to its pull.

“Oh I’ll show you alright,” Faith assured, letting Buffy walk her backwards towards the unmade bed. “And I’m gonna do it right back. Been wantin’ your hot little body since I first saw ya.”

Buffy smiled at that, feeling the warmth in Faith’s eyes wrap around her and put her at ease. Though she knew she should be scared she didn’t allow it to take control. The power of her need and the way Faith was turning to putty in her hands made Buffy feel completely comfortable with the situation. As long as she didn’t think of Angel, or what the hell came next. . .it was all kinds of good.

Without further interruption, Buffy pushed at Faith’s shoulders, sending her reeling backwards onto the bed. A small, embarrassed yelp came from Faith and Buffy couldn’t help but grin and wiggle her eyebrows. She watched as Faith propped herself up on her elbows, sprawled out on the large mattress, ready for Buffy to have her way.

“I kinda like this aggressive thing ya got goin’ on, B,” Faith said as Buffy tugged at the other girl’s heavy boots.

The boots slid off easily, dropping to the floor with a thud.

“Well I kinda like the passive thing you’ve got going on,” Buffy countered.

She kicked her own boots off, butterflies beginning to jitter around in her stomach.

“Don’t get too used to it,” Faith warned.

Licking her lips she waited for Buffy’s next move, giving Buffy plenty of time just to stare at her. She couldn’t help but stare; not now she’d been given the opportunity to do it. Too scared of being caught in the act before, Buffy had always done her best not to look too long at Faith.

She smirked at Faith as joining her on the bed became too enticing to ignore. Climbing onto the mattress, Buffy kept her eyes locked on Faith’s, enjoying the desire she saw in them and relishing the opportunity to make them flutter closed in ecstasy. Running her hands up Faith’s legs, feeling the muscles twitch in her thighs as she went, Buffy had one goal in mind: to get Faith naked as quickly as possible.

Reaching the top of Faith’s pants, she let her fingers glide over her stomach until she was pulling open a button and yanking down a zip. Faith’s breathing quickened; evidence of how Buffy was subtly affecting her. Wasting no more time, Buffy started tugging on Faith’s pants, grateful when Faith lifted her butt in assistance. She left the small, black panties on but promised herself to come back to them soon. With a kick Faith helped Buffy untangle her feet from her pants, still just lying back on her elbows as Buffy lead the way.

Her gaze swept over Buffy and she looked on the verge of turning the tables, but Buffy didn’t want that just yet. She was enjoying this limited control over Faith. Realising that it was probably only fair if they lost their clothes together, Buffy slipped back off the bed, undoing and pushing down her own pants with little fuss.

She almost stumbled over them as she pulled her feet out, too busy looking at Faith’s legs and how she was situated – her knees bent a little way and legs open just enough to make Buffy’s clit throb from the sight. She stood for a few seconds just imagining what this was going to feel like and what they were going to do.

“Don’t stop there, B,” Faith prompted, raising an eyebrow and glancing down to Buffy’s panties.

Buffy might have slipped into embarrassed territory if it wasn’t for the fact Faith was now pushing her own panties off her hips. Slowly, Faith raised herself just enough to allow the thin cotton of her underwear to slip out from under her. Feeling unable to swallow or look away, Buffy watched the small slither of black material slide down Faith’s legs until it was thrown to the edge of the bed. Her gaze travelled up the muscled legs the panties had just descended, mouth almost watering as she took in the sight of short, dark hair between Faith’s thighs. She obviously waxed or shaved, or did something to make it a neat little strip that had Buffy worrying if she was equally as neat and sexy in that area.

They were both about to find out as Buffy dipped her thumbs under the waistband of her underwear and nervously pushed down. She almost lost her footing again as Faith spread her legs more in order to watch Buffy more closely, but she just about kept her balance, though her mind was stumbling around with lascivious thoughts. They were thoughts she’d have been shocked to have before, but the sight of Faith yanking off her top and flinging it free as she laid waiting for Buffy to crawl between her legs was an impossible thing to ignore.

As Faith’s bra slipped away and Buffy’s panties hit the floor the room grew ominously quiet; all that could be heard was the quick breaths of both girls and the faint rustle of material as Buffy lost the rest of her clothes with each move forwards back to the mattress. Buffy tried not to feel the slight breeze that blew across her exposed skin as she crawled back onto the bed, choosing instead to let Faith’s eyes warm her as they journeyed over every inch of her.

“You’re so hot,” Faith mumbled through a moan as Buffy’s skin faintly – barely touching at all - slid across hers.

“The words pot and teacup come to mind,” Buffy responded, holding herself over Faith between her legs.

“You mean kettle.”

“Whatever. Same ball park,” Buffy dismissed. “Point is. . .you’re the one that’s fucking hot, and sexy, and just. . .” She looked into Faith’s eyes, the dark, chocolate brown tugging at her in a way that made her chest tighten more every time, “beautiful.”

Faith appeared uncomfortable for a split second at the compliment, but there was no time to wonder about it as Faith suddenly wrapped herself around Buffy, pulling her down on top of her. Their teeth clashed together a little as they kissed with no reservations, skin hot against skin, naked bliss making them press hard into each other in desperate need.

Feeling herself tingling everywhere she was touching Faith with her own body, Buffy trailed a hand down to Faith’s thigh, grabbing hold as she rolled her hips into Faith on instinct. It felt incredible; being so close, feeling Faith’s heat, her arousal, her desire. She knew she was dripping for Faith already, spilling over her as they allowed their bodies to melt into one another; their breasts touching, stomachs moving in rhythm with each heady breath, and obvious arousal making its presence well and truly felt. It didn’t make her feel embarrassed like she thought she would be, it only served to heighten her arousal as she slid against the wealth of slick fluid they were both producing.

“Fuck, that feels good,” Faith drawled huskily, pushing her hands into Buffy’s hair at her temples and kissing over her lips, sucking and nibbling away any doubts in Buffy’s mind.

“It really does,” Buffy agreed, keeping herself hanging over Faith just a little with one arm.

As they both took a few moments just to enjoy the intimate contact, they kissed a little slower, softer and deep. Their tongues twirled around each other; heavy breaths heating up their faces as lips moved languorously, unhurriedly tasting and learning. With each movement of their mouths against one another they kissed more fully. With each flick of tongue and soft groan they stripped away any fear of the unknown. It wasn’t long before Faith was pushing upwards and Buffy was pushing downwards, bodies pressed tight and eagerness making them grind against each other. Faith’s hands swept down over Buffy’s back, causing Buffy to shudder and arch in pleasure. She’d never felt anything so good, so completely sensual and sexy.

Pulling her lips away and gazing down at Faith, Buffy couldn’t help but smile. She felt giddy, happy; there was a feeling deep inside her that she didn’t think she’d ever truly felt before. It was scary, but it was undeniably captivating - as was Faith herself. Still unable to stop smiling, Buffy licked her lips and basked in the beautiful smile Faith was also wearing. She couldn’t quite believe they were here, doing this, naked. Sexy, slick and naked Faithness all over her, and most noticeably in the already hot and sticky mess they were creating as their damp pussies pressed eagerly for more contact.

She definitely couldn’t quite believe it, but it was real, and damn was it good.

“You’re such a good kisser,” Buffy said breathily, letting her gaze devour Faith’s beguiling brown eyes.

Faith’s smile turned into something of a smirk and she licked her full lips slowly, enticing Buffy as her short fingernails made patterns over her lower back.

“You’re not bad yourself,” Faith responded.

The deep burr to her voice sent a trickle of desire through Buffy, pooling between her legs. If she got any wetter she’d be sliding right off Faith and onto the floor. It was time they put it to good use.

Finding courage from somewhere inside herself that she hadn’t been sure existed, Buffy leaned down for another kiss, taking possession of Faith’s lips with her own and giving everything she had to the moment. Faith’s body reacted instantly, legs gliding up until she was holding Buffy harder against her with them, trapping them together. Her hands were roaming all over Buffy’s back and sides, reaching down to the curve of her ass and trailing up her spine. Buffy wanted those hands all over her. She wanted Faith all over her.

Needing to be touched more fully, Buffy eased one of Faith’s thighs down from her, pushing at her leg until Faith got the idea and released her grip. Though Buffy was reluctant to move from the sublime spot she’d found between Faith’s legs, she didn’t want things to end too quickly. Anymore grinding against Faith was sure to facilitate just that possibility; her clit was extremely sensitive and quite happy to continue the subtle slipping and sliding until she came over Faith.

For a brief moment Buffy wondered if maybe she should stay put right where she was, as the idea of coming over Faith’s pussy as Faith hopefully did the same was incredibly. . .well, suffice it to say, Buffy’s mind was on meltdown.

“You ok?” Faith asked, looking up at Buffy as Buffy spazzed out for a second; busy indulging in her thoughts and the oh so good sensation of Faith’s breasts and hot, wet sex right against her own.

Blinking her way back to Faith, Buffy nodded. “Yeah, I’m way beyond ok,” she replied. “This really is just. . .it feels. . .”

“Let me help ya out,” Faith offered, her hands still drifting over the dip in Buffy’s lower back in a distracting way. “It feels. . .so. Fucking. Hot.”

Faith’s voice sounded almost as good as her body felt and Buffy had to suppress a moan as she let the words wash over her.

“You’ve never been more right,” Buffy agreed, moving against Faith as they both revelled in heated skin and feminine dips and curves.

“Yunno, I didn’t think you’d actually go through with this,” Faith admitted.

Buffy took a deep breath, trying to still her ardour for the moment so she could speak honestly.

“I couldn’t keep running from the obvious,” she explained. “I’ve been thinking about this for. . .well, for longer than I probably want to admit.”

Faith chuckled and Buffy enjoyed the way it felt against her.

She knew she could have continued; explained more, or told Faith of all the ways she made her want her, but this wasn’t the time for talking.

Doing nothing much more than just smile at each other again, Faith trailed the fingertips of her left hand up Buffy’s side. As her nails scraped the edge of Buffy’s breast she stopped, on the verge of tickling her with the light touch.

“Now let’s stop talking,” Buffy said, lowering her lips back to Faith’s and placing soft kisses over them, “and let’s start. . .”

“Fucking?” Faith asked with a grin when Buffy paused.

“You read my mind.”

Buffy grinned right back and then kissed Faith hard, pouring herself into every move of her lips over Faith’s. A rumbling moan from Faith spurred her on and she lifted herself up just enough to slide her legs over powerful thighs, straddling Faith as she sought out supple flesh with her hand.

Though she instantly missed being between Faith’s legs, Buffy had a plan. The plan was not to come too soon, not to reach a high too quickly and all too briefly, before they’d had time to explore and enjoy. She didn’t want this to be over too soon as she was well aware of Faith’s habit of getting what she wanted and then getting the hell out. Even though they were in her motel room, Buffy didn’t want to take that chance. Being asked to leave after a quick fuck was not high on her list of things to do. She wanted this to last as long as she could make it.

Pushing aside her nerves and the knowledge that she had absolutely no experience with this, Buffy let her hands wander over Faith. Her palms felt muscles twitching as she enjoyed the silky skin on offer. Faith was undeniably gorgeous, and she had the kind of body that Buffy had always envied. But far from envying it right now she was too busy taking pleasure from it, and giving pleasure back. She wanted to know every part of Faith.

She’d never wanted in this way before. Sure, Angel had been good, and it had been wonderful in its own special way, but this. . .this was beyond words. Faith was beyond being described. The words beautiful, sexy, hot? They didn’t convey exactly what Buffy thought of Faith right now. She just didn’t have a big enough vocabulary for this - for how it was all making her feel.

Exploring and discovering, Buffy started kissing her way down towards Faith’s chest, eager to please, and eager to taste. Her hand found an ample breast, exploring and playing as Faith gave appreciative sighs. Her lips blazed a trail; placing open mouthed, lingering kisses over heated skin until she reached her goal.

Pretending not to be nervous, Buffy enjoyed the soft flesh of Faith’s breasts – taking her time to kiss over them until Faith was pushing up trying to find more of her mouth. With slow movements, Buffy eventually sought out a dusky nipple that looked more than eager for attention. She let her gaze drift over it, over Faith, inspecting every inch she could see; pert nipples enticing her, and then lower. . .the damp curls – short and neat – that made Buffy’s stomach twist in delight. Pulling her gaze back up, she lowered her mouth to the little bud just begging for her time.

A sharp gasp broke from Faith as Buffy pulled the nipple fully into her mouth, sucking it in and the skin around, letting go with a plop. She licked her lips, getting acquainted with Faith’s flavour before going in for more. She liked it. She liked how it felt and she liked the way Faith’s skin intrigued her taste buds.

It wasn’t long until she discovered just what caused Faith to moan in a sexy timbre that made Buffy’s skin prickle. Her tongue flicked and lips snagged at Faith’s nipples until they were both on the verge of insanity with need.

“Fuck,” Faith hissed as Buffy’s teeth scraped over sensitive flesh. “Need to. . .”

The rest of what she said got muffled as she lifted Buffy up slightly and slipped a little further under her, too quickly to stop. Her mouth was covering Buffy’s breasts before Buffy had time to react. She was just about able to hold herself up over Faith as her aching nipples were assaulted by feverish kisses and licks. The sensation of having teeth scraping and a tongue flicking as Faith’s hot breath blew over her made Buffy tremble and groan. She had to have more.

“Touch me, Faith,” Buffy just about managed to mumble breathlessly. She wasn’t averse to begging at this point, her need for Faith far outweighing any residual nervousness about the situation. “Touch me,” she said again, more firmly.

Finding one of Faith’s hands with her own, Buffy guided it between them, lifting up enough so Faith could have full access to her. She looked down into Faith’s eyes as she moved back to a position where they were face to face once again, every ounce of need and trace of lust in Faith’s brown eyes making Buffy that little bit wetter, and that little bit more distant from anything Angel had ever been able to offer her.

“Tell me what you want, B,” Faith asked, every word dripping in her own special brand of uninhibited sexuality. “Tell me what you want me to do to you.”

Buffy let out a shaky breath, wondering if she really had it in her for this. There was no turning back now, however. There was no disappointing herself, or Faith. Maybe it was the post slayage hornies, or just the fact she desperately wanted to experience sex that was good and not tied up in too much emotion or fear. Whatever the reason, Buffy felt a sense of boldness. A sense of need that pushed her towards what she’d obviously wanted from Faith from the start.

“I want you to. . .” she stalled, only momentarily feeling far too inexperienced and shy to continue, but Faith kept looking at her with those captivating eyes, her hand creeping lower between them until Buffy felt fingertips tickling over the very top of her pussy. “I want you to fuck me, Faith. I want you to make me come. I want you inside me.”

She watched as Faith’s jaw clenched and pupils grew impossibly large, her own heartbeat threatening to deafen them both. It felt like several minutes ticked by until Faith was able to react, but Buffy knew it was really only a matter of seconds.

“I’ll do anything you want me to do to you, Buffy,” Faith responded, a quake to her voice that hadn’t been there before.

“Just. . .make me yours for the night,” Buffy said in a moment of complete honesty that made them both hesitate for a heartbeat.

Luckily Faith didn’t question her, and Buffy was happy to ignore the fact she’d just said what she hadn’t even known she was thinking. Whatever it meant, it became forgotten as fingers slid between Buffy’s folds, finding her heat and her arousal as she gasped at the touch. With her other hand, Faith pulled Buffy down to her lips, kissing Buffy hard as her fingers explored between her legs. Each time she brushed over Buffy’s clit Buffy gasped or moaned, sometimes both at once. She knew she wouldn’t last long under Faith’s apparently expert fingers.

Not wishing to leave Faith out of the party, Buffy slipped her own hand between them as she continued to straddle Faith. Her hand knew its destination and her fingers were dipping into liquid desire without further pause for thought. Faith bucked up into the contact, her body obviously pleading for some kind of relief after the build-up; not just that night’s heady perambulation to this point, but the build-up that had been happening for months. The slow and steady unfolding that had wrapped them up and entwined them in an impenetrable truth.

Buffy melted as she felt just how wet Faith was, letting it coat her fingers as she slid around something that was so familiar yet completely alien. She tried to ignore the niggling worries and concentrated on Faith’s reactions as she brushed over a hard little bump that was thankfully easy to find. Her fingers moved quicker, pressing down harder when Faith moaned out her name and spread her legs a little more in the confines of Buffy’s knees as they rested either side of her.

“Is that good?” Buffy asked, nuzzling her nose into Faith’s cheek and jaw as they both lost themselves to each other.

“Hell, yeah,” Faith answered, all breath, lost to desire. “Is this good?” she asked as one of her fingers penetrated Buffy, sliding slowly into her pussy with ease.

Buffy moaned in approval and instinctively ground down into Faith’s hand, feeling her walls clasp at the intrusion.

“Oh, yeah,” Buffy practically whimpered.

She started moving with Faith as Faith slid in and out, another finger squeezing inside her tight pussy to join the other. With each movement Faith pushed in harder, deeper, making Buffy gasp out until she was riding Faith’s fingers with each thrust, staying as close to Faith as she could, nipples gliding against each other as their skin grew slick with sweat. Her own hand continued in its mission to give Faith pleasure, the now slightly more awkward angle making it impossible to go fully inside Faith. She dipped and plunged the small distance she could but decided that concentrating on Faith’s clit was probably the better option, for now.

She definitely wanted to explore more later; for now she was too busy being filled by Faith’s fingers to be able to take advantage of the situation to do the same back. It didn’t seem to matter, as Faith was already trembling as she got closer to climax.

Seeing and feeling Faith’s reactions only served to push Buffy closer to the edge too; her body tightening and muscles gripping in anticipation of the fall. She opened her eyes long enough to look into Faith’s, seeing a vulnerability and an openness there that surprised her. Buffy felt more than her body falling and quickly slammed her eyes shut, dropping her head to Faith’s shoulder as their movements sped up.

The sound of Buffy’s wet pussy filled the air as Faith’s fingers drove up into it. Their grunts and moans joined the symphony and both girls let go completely. There was no trace of ever being afraid, or of ever doubting what they wanted.

“Oh God, Faith,” Buffy called out as she felt Faith’s other arm push between them, fingertips suddenly dancing over her swollen clit at a maddening pace.

This was a sensation, a feeling deep within her that she’d never truly felt before. They were completely connected, on every level. It felt perfect. Almost too perfect. Her heartbeat was racing, quick breaths mingling with Faith’s, the unfamiliar but intoxicating scents helping to sweep Buffy up in a delicious embrace of intense satisfaction.

She opened her eyes and pushed herself up so she was sitting on Faith, fingers buried within her, a cool breeze from the window stroking over her back. Looking down as she moved in rhythm, watching as fingers fucked her pussy and flicked over her clit as she kept her own fingers moving over Faith, she couldn’t believe just how hot it looked as well as felt.

Buffy murmured in approval as Faith circled her fingertips inside her. “So good,” she groaned, rocking into Faith.

With a grin, Faith easily pushed herself up from the bed, lips finding Buffy’s as their bodies melted into one another once again. Buffy wrapped fingers into Faith’s long hair, deepening the kiss, pressing her advantage of being slightly above Faith. Her tongue dipped and flicked and her fingers slid over Faith’s soaked pussy until they were both panting and ready to burst.

The beginnings of an orgasm began to hurry through Buffy as her hips moved in time to Faith’s impressive skills, each push inside her making her tumble for Faith in ways she couldn’t quite fully recognize just yet.

“Harder, Faith. I’m. . .I’m gonna come,” Buffy moaned, pushing her nose into Faith’s hair and drowning in her rousing scent.

Faith fell back, taking Buffy with her as they both put everything they had into giving each other pleasure.

Buffy concentrated on the feel of Faith’s fingers rubbing up inside her as they pushed into her dripping hole deep and hard, and on the searing sting of sensation emanating from her clit as it exploded through her body. She’d never felt anything like this; not as good, not as utterly fulfilling.

“Fuck,” she gasped into Faith’s neck, doubling her efforts on Faith’s drenched pussy as she felt her body shaking underneath her. “You’re so good, Faith. Feel so good.”

She slipped and slid over Faith’s swollen clit, fingering it and flicking over it in a way that had Faith breathing out hard and fast. They were both about to come and Buffy found Faith’s mouth with her own for one last kiss before they lost themselves fully to the coiling pleasure that twisted its way around their naked embrace.

“Jesus, Buffy,” Faith cried out, “I can’t hang on any longer. Gotta come.”

Her body began releasing its pent up desire, strong muscles tensing as she shook.

“Fuck!” Faith all but yelped.

Buffy grinned at the sounds and felt a warm flood of arousal seep over her fingers as she pressed her hand hard over Faith, touching all of her, and marvelling a how good it felt to make Faith come. Every twitch and every sound made Buffy’s body buzz and tingle, and her chest ache in a way that she didn’t dare think about. Faith was unbelievably hot on a normal day, but Faith having an orgasm was a degree of hotness that Buffy couldn’t quite quantify. Her mind and body exploded.

“Oh, yes!” Buffy groaned as she submerged herself in every sensation, letting her lungs push out her moans as she shook and tumbled and came for Faith, swallowing the fingers inside her and covering them with her gratitude. “Oh fuck, yes!”

Her body felt like it was vibrating, like a string being plucked. All she could feel was Faith and what she was doing to her. Every sensation heightened and intensified by Faith’s sexy moans of approval.

She rode out her first real orgasm – not caused by her own hand - on Faith’s fingers, grinding down into her as her body fought to stay afloat. She could no longer think coherently, or hold herself up. Once she’d plucked her hand from Faith’s pussy, much to both their chagrin, she found herself falling onto Faith completely, unable to move bar the twitches and aftershocks running through her.

With a little effort, Faith also managed to pull her hands free, wrapping her arms around Buffy in a way that surprised her but made her smile into the soft tumble of Faith’s hair. She could feel Faith’s heart pounding against her own, in rhythm along with the breaths they were taking. Breaths that were gradually slowing down until they both relaxed.

Everywhere that Buffy was touching Faith felt amazing. She had a sensation of tangible yearning and satisfaction that pushed and pulled against one another in a mystifying yet delightful way. She felt spent, yet she was ready for more. Eager for more.