She'd tried to call ahead, but apparently Xander's phone was off the hook. Maybe he was watching the Star Trek movie marathon on SciFi. It would still be better than monsters shooting out of people's chests.

She didn't hear the TV when she reached Xander's front door, though, and no one answered when she knocked. Sighing, she pulled out her keys. Xander wouldn't mind if she used his phone to find out what Buffy was up to.

The clothes strewn around the living room didn't surprise her. Anya was in San Juan Capistrano on Magic Box business, so Xander was probably indulging in a little bachelor slovenliness for a change. In the corner of her eye, though, she caught movement from the bedroom. She turned, and her brain dissolved.

Two of the most beautiful men she'd ever seen were naked in Xander's bed, kissing.

OK. Reality check. Was she asleep? Was this a variant on Naughty Dream #4, which she thought she wouldn't have any more now that she was gay? No, her feet hurt a little from walking in silly sandals, and Naughty Dream #4 never worried about prosaic details like that.

So. Two naked hotties had somehow sneaked into Xander's apartment and were making out on his bed. Interesting Goldilocks variant.

The man above had dark hair and broad, muscular shoulders. His companion's long-fingered hands ran slowly down his back, coming to rest in the dip just above his ass. The other man was muscled as well, but looked much leaner. One leg curled around, and the foot trailed up the calf to the knee. The dark man shivered and broke the kiss, pulling a chuckle from the blond beneath him.

A familiar chuckle.

Oh, my god, Willow gasped mentally. Spike. Spike had somehow gained access to Xander's apartment and brought some gigolo to cavort in Xander's bed.

The other man pushed himself up on his hands to grin down at Spike. He twisted his hips just a little, laughing as Spike gasped.

Another familiar laugh.

Naked Xander! On top of naked Spike!

Willow waited for the dismay/shock/horror reaction, but her mind seemed to catch on the exclamation points that went with Naked Spike and Naked Xander as those phrases looped in her mind.

Spike lazily rolled his head towards her. "If you're just going to stand there and watch, Red, I think we might have to sell you a ticket."

Willow gasped in horror. Xander turned to look. They shrieked at the same moment. Willow ran into the living room, Xander dove off the far side of the bed, and Spike laughed himself into hiccups.

She leaned against the wall, trying to breathe normally. In the bedroom, Xander was yelling at Spike.

"How long was she standing there! Why didn't you tell me she was there!"

Very carefully, Willow peeked around the doorway. Xander was on the floor on the other side of the bed, a sheet pulled mostly over his head. He was trying to pull a sufficient corner up to cover Spike as well. Spike was still laughing too hard to do more than bat half-heartedly at Xander's hands.

With a great exercise of will, she managed not to stare at the giggling vampire or his flexing abs. "So," she said cheerfully. "This is new."

Wiping his eyes, Spike rolled onto his side, away from Xander's efforts at modesty. "So yourself, Red. Never heard of knocking?" He propped his head up on his fist, grinning at her.

"I--uh--did. Knock. On the door." Boy, the Buffybot was right. Spike really was meant to be seen naked.

Xander let his sheet slip to the floor. "Um, Wills? Hello? Willow?" He slumped. "Great. It's the infamous Naked Spike effect."

Spike glared at him. "Excuse me?"

"It's a proven scientific fact. You turn up naked, and otherwise sensible people lose the ability to make rational decisions."

The glare turned into a grin. "Is that what you're going to blame it on?"

"That's my story, and I'm sticking to it."

Spike slid a hand up into Xander's hair and pulled him up for a long kiss. A faint sound from Willow finally distracted them. She was staring at them and blinking slowly, her mouth hanging open just a little.

Xander dropped his head onto Spike's chest. "Great, she's broken. How are we going to explain this to Tara? 'Sorry, Tara, but your gay lesbian girlfriend caught me and Spike in bed, and now her mental turntable is skipping.'"

"Look on the bright side, love. If she really is stuck like this, she won't be able to tell anybody what she's seen." He looked Xander up and down. "Which is a pity, actually."

"Muh?" Willow managed.

Xander pulled the sheet around him as he got to his feet and went to her. "Willow, honey, I can explain all this." He paused when he realized she was staring at him--well, at his chest, actually.

"Turntable's still skipping, I think," Spike observed. Willow's eyes tracked to him, taking their time on the trip from his feet up to his face. Smirking, he got up and strolled over to Xander. "We could just go on with what we were doing while we wait for Radio Red to tune back in," he said as he draped himself over Xander's shoulder.

"I am not making out with you in front of Willow!" But Xander didn't try very hard to pry Spike off of him.

"Somehow I don't think she'd mind, love."

Xander studied Willow. The light on her mental hard drive was apparently still flashing as she continued processing information, but her distracted expression was more hopeful than horrified. "She likes girls now. And even when she liked guys better, I can't imagine she was that into watching two guys together."

"Why do you watch the hot girl on girl action?"

"Who says I do!"

"Tell it to somebody who didn't help you organize your DVD collection by subject."

"Oh, yeah . . ."

"Anyway, it's the reason most blokes watch it--they're pretending they're going to get invited to play along."

Xander didn't deny it. "This is probably more than I really want to imagine about Will's sex life." He waved his hand in front of Willow's face. "You in there, Wills?"

She blinked several times, then shook herself hard. "I'm here! Here. With you. Who is with Spike. Who is draped all over you. Since when is Spike draped all over you?"

Spike grinned at her. "Since that evening a few weeks ago when I came into the Magic Box to find Demon Girl giving this one a shirtless shoulder rub after a long day's work. I said something about it being a crime for Doughnut Boy to hide under baggy clothes, Anya agreed with me, and the rest became history."

"You mean--Anya knows about this?"

"Shag a vengeance demon's boyfriend without permission? Even an ex-vengeance demon? I'm not that stupid."

"I've got a permission slip," Xander added virtuously. He dragged his vampire-leech with him to the night stand and pulled out a folded piece of paper.

Willow took it and unfolded it. "'To whom it may concern--this means you, Halfrek--I, the artist formerly known as Anyanka, Patron of Scorned Women, give my permission for Xander Harris to explore whatever facets of his sexuality he cares to with William the Bloody, so long as he takes good notes and tells me all about it afterwards.'" She looked up at Xander. "Take good notes?"

Xander grinned and nodded. "Just like a field trip to the museum where you get to touch everything."

"Since when are you gay? And since when is Spike the one you want to be gay with? I thought you hated him."

"Great act, huh?" Spike said. "We're thinking it's about time to get 'caught' over at the shop, just so we can get it over with."

Willow glared at him. "I was talking to Xander."

"He's right, Wills. I have seen the light. Which may just have been the glare of the lights off Mr. Melatonin Deprived's pasty skin, but between him and Anya I'm thinking labels about who does what to who--"

"Whom," Spike muttered.

"Whatever--are pretty useless."

"Besides," Spike added over Xander's shoulder, "you're not one to much talk, what with ogling two blokes making out when you're supposed to be all 'gay now' yourself."

"Oh, uh, well--" Willow knew her face was approaching the same color as her hair. "I don't think guys are icky, or anything. I, uh, just like girls better."

"Um hm." Spike ran a finger down Xander's chest, down towards the sheet half-heartedly tied around his hips. Willow's eyes followed.

Xander leaned back against Spike, then he shook himself and caught Spike's hand before the sheet could be tugged away. "No freaking out my best friend, fangless."

Spike rested his chin on Xander's shoulder. "I don't think that expression is freaked out." He inhaled audibly. "Trust me. Whatever she's feeling, if it's freaked, it's not in a bad way."

"Yeah?" Xander studied Willow's face. She was still staring at Spike's hands as they traced Xander's abdominal muscles. She barely blinked as she licked her lips. "It's just a no-clothes fluke. She's distracted by the skin."

"And who could blame her?" Spike smirked at Willow. "How about it, Red. Do you want to be where I am?" He ran the tip of one finger back up Xander's sternum to a nipple. Xander bit back a gasp, and Willow pursed her lips. "Is that the way of it, love?" Spike said softly. "You want a taste? You want to be the one making him make these lovely noises?" He pinched the nipple. Xander jumped and Willow bit her lip.

"You're embarrassing her," Xander managed.

"I don't think so. Does that face look embarrassed or horny to you?"

"Um . . ."

"Yeah. I wonder what those lips taste like."

"Strawberries."

Spike turned to study Xander, who was blushing. "And how do you know that, pet? Wishful thinking or experience?"

"Um . . ."

"Again with the um. Oh, yes, that time you snogged Red and it was all my fault." He turned back to Willow. She was watching the fingertip that Spike was slowly running around Xander's nipple. "You could come a little closer if you wanted, love."

She took a step forward, then paused.

Spike lowered his voice to his most seductive purr. "It's all right. Don't you want to see if he tastes the same as he did before?"

Willow shook herself, but she was unsuccessful in pulling her eyes away from what Spike's hands were doing to Xander's body. "Uh . . . gay now?"

Spike managed not to laugh. "Doesn't mean you're blind."

Xander recovered the power of coherent speech. "What are you up to, Spike? It's rude to try and seduce unsuspecting visitors."

"Don't see her running for the hills, now, do you? Our Willow over there is thinking very naughty thoughts that don't involve her little witch snuggle bunny."

Xander frowned. Willow was looking a bit flushed, and she seemed quite interested in the knot that held up his sheet. "Willow? Honey, I don't think Tara would approve of where your mind is going."

"She said I could!" Willow protested.

"Huh?"

"Oh, really?" Spike said.

It looked as though she couldn't blush any harder, but she was trying as she dropped her eyes. "Tara gave permission," she whispered.

"Permission to what?" Spike leered. "Red, did Glinda give you permission to snog the whelp?"

She shrugged, still not looking up.

Xander didn't resist as Spike pushed him towards Willow. He didn't seem to have the mind space to resist. "You asked for Tara's permission to . . ."

"I didn't so much as ask . . ."

Spike sidled closer to Willow. "Let me guess. The two of you were talking about . . . things, and the subject of blokes came up. How much booze was involved?"

"There may have been a bottle of wine involved. Or two."

Spike nudged Xander a few inches closer. "And there's the two of you, pleasantly sozzled, and the subject comes up of, what, blokes you know who might make you think about switch hitting?"

"It was completely theoretical!"

"Um hm."

"I was curious if there were any guys out there who Tara thought were . . . interesting."

"And?"

Her quick look at Spike told him everything he needed to know on that score. Not that he was surprised. He moved around behind her so he could whisper in her ear.

"And then she asked if there were any blokes out there who still turned your crank."

She nodded helplessly.

"And?" He chuckled when she didn't answer. "I can probably guess, right, pet? Not that I blame you." He considered half-naked Xander. "He is quite nibbleable, isn't he? It's a pity we have to let him put clothes on to leave the house, but just as well. Not everybody deserves to see those shoulders of his, much less that tight arse . . ." He didn't think she was really listening to him any longer, but her heart and breathing rates were certainly up. "What do you think, love?" he asked Xander. "Think she's still embarrassed?"

Xander took a deep breath. "She said she and Tara were drunk."

"True. Red? What happened after you and the blonde witch sobered up?"

"She -- um -- we . . ."

Xander swallowed hard. "Tara said . . . you could . . . with . . ."

Willow took a deep breath herself. "She said she'd rather it was somebody she knew and liked than anybody else. And that she would understand if I, um, wanted to remind myself what it was like."

"Not Oz?"

She sighed. "Oz does scary things to my heart. You're simple to love."

Spike let them gaze at each other soppily for a few seconds, then nudged Willow to within arm's reach of Xander. "Then if Tara is fine with it, and we have that permission slip from Demon Girl . . ."

Xander shook himself hard. "Anya. Spike, the permission slip says I can play with you, not with anybody else."

"It says 'whatever facets,' so long as you're with me." He breathed deep of Willow's scent. "Not a hardship, mate."

Willow sidled uncertainly away from Spike. Xander put a hand on her shoulder. "You were a lawyer before you died, weren't you."

"Just somebody interested in precision of meaning." Spike smiled as Xander absently began running his thumb along the side of Willow's neck. "We can always ask."

"What?"

Spike went to the phone on the night stand and hit the speed dial for Anya's cell phone. He watched the two humans gaping at him and wondered if Willow knew she was leaning against Xander's bare shoulder. Her hair looked nice against his tanned skin. Her skin was nearly as pale as a vampire's, and Spike considered how all those limbs would look, tangled together.

Anya's voice in his ear made him jump. "Oi, Demon Girl, it's me. Question about the permission slip you gave me and the whelp. Can we shag Red? Yeah, Willow. She walked in on me and Xan and doesn't seem as shocked as I thought she'd be. Yes, we locked the bloody door! Look, just answer the--what? I'll ask." He looked at Willow and Xander. "She says there's a video camera around here--"

"No!" came the duet.

Spike smirked and lifted the phone. "You heard? Yeah, I didn't think they'd go for it either. Good thought, though. So? Right, then. Yes, I'll tell you everything when you get back, complete with edifying demonstrations. Ta, love."

He hung up and beamed at Willow and Xander. "Well, that's our permission."

"'Our?''' Xander repeated. "I don't remember Willow saying anything about you being invited. And I don't remember me being invited, either. Just that the thought was there. I'm sorry, Wills, for all the assumptions."

She smiled up at him. "For the longest time, it was the only thing I wanted, to be with you. And even though I'm with someone else, I've always wondered, what if? Somebody always gets there before me, though." She started to glare at Spike, but Xander gently caught her chin.

"No one comes before you with me, Willow. I loved you first." He hesitated, licked his lips, then slowly leaned down to kiss her. She squeaked just a little, then put her arms around his neck.

Spike moved towards them, drawn by the scents and by the sight of Xander's big hands wrapped around Willow's tiny waist. She was up on tiptoe, and the curve of her neck as she tilted her head begged to be touched. As he raised his hand, though, Xander's eyes snapped open, glaring a warning.

"Oh, come on," Spike protested.

Xander pulled away from Willow. "I didn't hear her say you could play, did you?" The glare faded in the face of the apparently sincere pout. "I'm sorry, I know we were going to spend the whole afternoon together . . ."

"Quite all right. Nothing I'm not used to, anyway, being good enough until something better comes along." He turned to leave.

"Dammit, Spike--"

He waved a dismissing hand and started to look around for his clothes.

"Spike?"

He paused, then turned back to look at Willow. She had turned in Xander's arms and was nibbling on her lower lip again. She took a determined breath. "I don't know what he likes," she said softly. "Show me?"

Xander gasped, and Spike felt all the unused air in his lungs rush out. "Show you?"

She nodded, and those big, guileless eyes couldn't hide the wicked smile trying to appear. "You must know all sorts of things about what he likes. And . . . the two of you together did look really hot."

She gasped as Spike, to all effects, teleported to her side. He gently touched her lower lip. "Oh, pet, I can show you exactly the things that makes the whelp go mad. I hear you're a very good student."

"Oh, I am," she said sincerely.

Xander stopped gaping helplessly. "She's ticklish."

"Is she?" Spike grinned. "Where?"

"Xander!"

"I'll show you."

Willow couldn't decide what to do next. Looking seemed to work. Spike made nude seem the most natural state of being possible. She imagined him posing on a pedestal like a Greek statue. If Greek statues were allowed to smirk, that is.

And, now that she thought about it, this wasn't the first time she'd seen Xander naked--though being three years old in a wading pool probably didn't count. She managed not to blush as she remembered giving a lecture on the differences between boys and girls.

The differences between Spike and Xander, now . . . Xander shoulders, yum. And Xander hands. He was strong, too, in that unthinking guy way, where they can open stubborn jars and lift heavy boxes to high shelves without trying. Anya often found reason at the Magic Box for Xander to do heavy lifting, apparently just so she could watch. It was a very watchable thing.

Her musings were being observed. "I feel at a disadvantage," Spike said to Xander.

"How's that, Spike?"

"We're both naked--or should be--" He made a grab for the sheet still wrapped around Xander's hips. Xander held on. "But the lady is still in silly shoes and too much clothing.

"Oh!" Willow gasped. "How rude of me. I'm sorry."

"Quite all right," Spike assured her.

"We can help with that," Xander offered cheerfully. He laughed at Willow's intrigued blush and leaned down to kiss her again. Spike took advantage of the distraction to begin unbuttoning her blouse. As he pulled her arms free, he made sure to put them around Xander's shoulders. Xander wrapped his arms around Willow's waist and pulled her against him.

She twitched at the touch of skin on skin. She leaned back a little, but left her hands on Xander's chest. He kept his hands at her waist. "Where's my blouse?" she asked, looking down.

"I don't know if it's a vampire thing or a Spike thing," Xander stage-whispered into her ear, "but clothes disappear around him. I come home, I say 'Hi, Fangless,' then, bam, my clothes are gone. It's very strange."

Spike leaned in. "It takes him by surprise every single time. I don't think he learns very well, but I'm hoping repetition works."

"Do we need to do research on this?" she asked solemnly.

Xander started to laugh, but his voice died away as he stared at her.

"Xander? What's wrong?"

He licked his lips. "Willow lingerie . . ."

Spike peered over her shoulder at her lacy pink bra. "Very pretty." He grinned at Xander. "Finally appreciating the reality of things?"

"High school flashbacks. There might have been some fantasies."

Spike leaned closer to Willow. "Naughty thoughts about his friends without their clothes on."

"I thought about everybody without their clothes on."

Willow gasped. "Even Miss Sloan the health teacher?"

Xander nodded miserably.

"Even a certain tweedy librarian?" Spike grinned.

Willow spun around and put her hand over his mouth. "Don't you dare! No talking about naked Giles."

Spike raised an eyebrow at her. Xander put his arms back around her and grinned. "There was some crushage going on."

As Willow gasped in outrage, Spike gently tugged her hand away."My apologies," he said softly. "Not nice to make fun." He gently kissed the palm of her hand.

Willow gave a little gasp at the touch of cool lips. Spike ran the tip of his tongue out along her thumb, which he then pulled into his mouth to suck on.

"That's cheating," Xander observed. The vampire only smiled around the finger in his mouth.

Xander peeked around at Willow's face. She was mesmerized by Spike--and who could blame her? Xander had found himself in the bird-before-the-cobra position himself. Watching that clever mouth wrap around you as those crystal eyes locked on yours . . .

He shook himself. He got to play with Spike all the time. There were new horizons to boldly explore.

His fingertips skated over the pink fabric encasing Willow's breasts. Willow breasts. He kept swinging between lust and terror. Memories of adolescent guilt rose as he contemplated the truth behind the fantasies. He decided to work up gradually to boobies--you will grow up one day, won't you, Harris?--and ran his hands down the soft skin of her stomach to the waistband of her skirt. She was still watching Spike nibble on her fingers, so he leaned down to nibble on the side of her neck.

"Oh-h," she murmured. She closed her eyes and tilted her head to the side. Spike made a noise of approval--or longing--as Xander worked his way down her throat. Willow raised her free hand and ran her fingers into Xander's hair. When Spike let go of her hand, she rested it on the arm around her waist.

Spike studied them for a pleased moment, appreciating Willow's small frame against Xander's bulk. Time to help the picture along. The zipper for her skirt was on the left side, and she didn't seem to notice as he slowly eased the zipper down. Then again, Xander was nibbling back up her neck to just behind her ear. She turned her face to kiss him. Spike ran a slow finger down the side of Xander's neck; Xander reached up to caress the back of his hand.

"Kiss him," Willow whispered.

"Who are you talking to, pet?"

"Either one would be nice."

Xander grinned and reached out to pull Spike closer. Willow gasped at being squeezed between the two of them, but it wasn't a protest. She left her hand in Xander's hair and slid her other arm around Spike's waist.

She lost track of hands. There was the cool, long-fingered hand at her waist doing something she supposed she should pay attention to with her skirt. She wondered if Spike played guitar. Then there was the warm, broad, calloused touch of Xander's hands, safe and comforting and strong. Those hands could do anything they wanted to her.

She watched the two men smile at each other as they leaned in to kiss over the woman between them. She knew Spike could look sultry, but the way Xander's eyes closed halfway and the tip of his tongue slipped out to lick his lips was unexpectedly erotic. They settled into each other with mutual sounds of pleasure. For a moment Willow was burningly jealous that Spike knew this part of her best friend, then Xander's arms tightened around her, cool hands were caressing the satin that abruptly was the only thing covering her hips, and hands big enough to cover her breasts were teasing her nipples. She wiggled happily, making both men groan. It was then she noticed she was being nudged insistently by body parts other than hands.

She slid the hand on Spike's waist along the sharp-muscled hip and, after a mental deep breath, around to his balls. Spike hissed and pulled away from Xander. She played with him for several moments, rolling him in her fingers and cataloging differences and similarities. When she ran her fingers along the length of him, he laid his head on Xander's shoulder.

"Soft little hands," he whispered. "Not like your great mitts."

"I thought you liked my great mitts," Xander grinned. He reached down and joined his hand with Willow's on Spike. The vampire whimpered.

The power rush dizzied Willow. She took her hand from Xander's hair and reached behind. All she found was sheet. "Well, poo."

"What?" Xander blinked.

"Stupid sheet."

"Time to lose the shyness, whelp," Spike grinned.

"I've got my hand around your dick, along with Willow's hand. Shyness isn't the issue."

"Then drop the sheet."

Naked Xander skin next to naked Willow skin. Or, mostly naked Willow skin. Which Xander realized there was more of. Her skirt had slithered to her feet, leaving her in pink lacy somethings that matched the bra. Anya had tried to teach him the difference between briefs and thongs and bikinis and all the rest, but his brain kept getting stuck on "skin girl pretty."

Willow shimmied free of the men's arms and kicked away her skirt and her shoes, losing an inch of height. Though she was blushing, she managed to give Xander a teasing look. "Come on, Xander. I saw you in that Speedo after all."

Spike tilted his head. "Speedo?"

"High school swim team. I was under cover."

"Not much cover," Willow smiled.

"Are there pictures?" Spiked asked.

"No." Xander was firm. He reached for the knot in the sheet, distracting his audience from uncomfortable musings on the past. Willow was staring at the sheet, waiting for it to drop, while Spike's gaze roamed all over, taking in whatever bare skin was available. Xander watched Spike's face as he let the sheet drop. He was used to the look of lust on the vampire's face. He was still learning to cope with Willow smiling and licking her lips.

"I think you should go stand next to him," she told Spike.

"No complaints from me, luv," he said as he obeyed, "but I thought the point of this was for you to participate." He sauntered over and nibbled on Xander's shoulder.

"You two are pretty together, though."

Spike looked at Xander. "She's not wrong."

Xander ran a hand along Spike's abs. "You're the pretty one. I'm the handsome one."

"I'm not pretty, I'm fuckin' gorgeous."

"Ego, thy name is Spike."

Willow made a happy noise as the two kissed again. Spike really did have a gorgeous body, all lean and graceful, almost making Xander look awkward. Almost.

Her happy noise morphed into a helpless one as they broke their kiss and, their foreheads leaning together, rolled their heads to look at her. Then they smiled at her.

"We're naked," Xander observed.

"And she's not," Spike added. "What she's got on is very fetching, but . . ."

Willow wanted to stand tall, proud of her body and confident, like the way Faith would, but all that went through her head was "meep!"

Xander held his hand out. "Come here, Wills."

Last chance to say, "Gosh, this is a really neat dream, but I'd better just be a good girl, put my clothes back on, and go home." But Xander looked all happy and anticipatory, and even Spike seemed like he'd be disappointed if she backed out.

"We don't bite," Spike said. "Unless you ask very, very nicely." His smile was lewd, but there was no mockery.

It was like Hanukkah and her birthday and her anniversary all rolled into one: a really neat thing but not something you should anticipate happening all that much. Enjoy it while you could. She stepped forward and took Xander's hand.

He pulled her close and kissed her. Spike leaned down to kiss her shoulder. She slipped an arm around each man's waist and relaxed into the attention. She felt hands on her back, one cool and nimble at the fastening of her bra, one warm and solid tugging at her panties. In seconds she was helping free herself from the last of her clothing and finding the air deliciously cool against her skin. Then, in a move, she didn't quite track, Xander was on the bed and Spike was helping her fall into his arms.

She rested her hands on Xander's broad chest, staring down at him in surprise. On the surface, he was still the happy puppy-boy, but his smile said he knew all about the joys of being a grown-up and would be delighted to share. Willow couldn't help but smile back. He wrapped his big arms around her and pulled her down for another kiss. She wiggled a little, memorizing the feel of her soft skin against his muscles. He whimpered and bumped his hips against hers.

A soft laugh reached Willow's ears, then light, cool fingertips ran very slowly down her spine. Bump, bump, bump over each vertebra, down her tailbone. A slow glide over her butt, then between her legs. Xander chuckled at her gasp, then he gasped too when the cool touch left her for a moment. When his hips jumped, Willow felt his cock nudge between her legs.

Spike gave a ghost of a laugh. "You sure you don't want me to find that video camera? The two of you are really very pretty together."

"No ... video," Xander managed.

Spike stroked Xander's cock, the fingertips brushing Willow's vagina at the same time. "What about the digital camera? I promise I won't put the pictures on the web."

"No pic--"

Xander lost words again, and Willow felt a finger gently slide between her folds to explore.

"So warm," Spike murmured. "Warm and wet and lovely."

She whimpered when he found her clitoris, and she dropped her head onto Xander's chest when two fingers slowly slide inside.

"God, Willow," Xander gasped as she squirmed against him.. He ran his hands down her back to her ass, pulling her tight. "Oh, fuck, no condoms . . ."

"Don't need them." Willow kissed him urgently. "Promise."

"Should--"

Spike freed his hand and stroked Xander again. "Lady said it was all right."

"Promise," Willow gasped. She shifted her hips till she felt Xander's tip against her. Spike helped with the angle so she could slide onto him. Xander growled and shoved his hips up hard.

Willow grabbed his head and kissed him fiercely, gasping into his mouth at how tight she felt around him. A brief guilty flash of Tara's face went through her mind, but the feel and smell and sound of Xander erased it.

He wrapped his arms around her and rolled them both over. Willow grinned up at him, loving the sight of him like this, all sexy and lustful and grinning back her.

"I love you, Xander."

"I love you, too, Wills." His grin got bigger as he pulled out and thrust back in. She wrapped her legs around him in encouragement.

The bed shifted, and Spike settled in to watch both their faces. "No pictures?"

"No pictures," Willow and Xander gasped together.

Spike sighed in disappointment. He looked at Willow. "Can I kiss you while he fucks you?"

"Uh huh," was all she could manage.

Spike smiled at her with cheerfully evil blue eyes and leaned in to take possession of her mouth. Xander laughed and began thrusting in earnest. Willow slid one hand into Spike's hair and the other into Xander's. She tried to respond to Xander's rhythm, but Spike's tongue on hers kept distracting her, and then Xander was sucking on her nipple, and she decided to just revel in the sensations.

She was as warm and soft as Xander had ever fantasized her. He was a little surprised that she was so willing to be with Spike, too, but Spike possessed universal sexiness. Even Tara was apparently not immune.

Willow pulled her mouth free so she could gasp for air. Her whimpers made Xander move faster, making her cries go higher. Spike reached down between the two, fondling whatever flesh he could reach. Willow jerked and started coming. Xander snagged Spike's hair and pulled him in for a hard kiss, then pushed in and let his own orgasm take him. Panting, he collapsed next to Willow.

She rolled her head to grin at him. "Wow," she whispered, running her fingers through his sweaty hair.

He nodded and grinned. "Very much wow."

Spike settled on his elbow next to them. "Still dead set against pictures?"

Willow hesitated before answering. "Willow," Xander said, "he won't put them on the net, but he'd make lots of copes and sell them at Willy's."

"And what makes you think that, whelp?"

"Cause that's where Willy says he got that picture of Buffy on patrol in the crop top and mini-skirt."

"Oh, yeah. Good seller, that one." Spike looked thoughtfully at the two sweaty humans. "I'd pay you royalties."

"No," Willow said firmly. "Unless it's a regular camera and I get the negative."

"She's joking," Xander said quickly. "Trust me, you're joking."

Spiked pouted, then kissed Xander, then kissed Willow. When he pulled back, Xander took his turn, giving her a long kiss.

"That was nice," he told her as he played with her hair.

She ran a fond hand along the angles of his familiar face. "Yeah. We probably shouldn't make a habit of it, though."

"Probably not." He saw her frown. "What's wrong."

"If your one hand is propping up your head and your other hand is playing with my hair, then whose hand is that down--oh! Lips!"

A low chuckle came from further down the bed.

"Mouth--doing stuff--oh . . ."

Xander continued playing with her hair. "Welcome to the wonderful world of lovers who don't have to breathe."

Spike hummed as he worked, exploring with tongue and fingers for the best places to make Willow wiggle and gasp. The mingled tastes of Xander and Willow were particularly succulent.

Xander nibbled on the corner of Willow's mouth, enjoying the look on her face as Spike deftly drove her nuts. He traced her lower lip with his forefinger; she wrapped her lips around his finger and began to suck on it.

"Oh, that's a lovely sight," Spike commented.

"Back to work, fangless."

"I'm just saying, she might appreciate something other than your finger. Red? There's better things to suck on than fingers."

Willow blinked at him. "You stopped . . ."

"Oh, sorry." Spike settled back down. He slipped a finger inside her while nibbling on her clitoris, teasing a pleasant moan from her. He then finger walked his free hand up Xander's legs to his balls, which he tugged on lightly. Spike wondered if he could get the two of them to moan in harmony.

Willow blinked and focused enough to find out why Xander was making happy noises. When she saw Spike's fingers, she wrapped her hand around the shaft of Xander's cock. Spike glanced up at the touch of her fingers. One more hard nibble that unhitched half of Willow's nerves, then Willow squeaked as Spike pulled her down the bed.

"Hi, there," he grinned.

"Hi."

"You wanted me to show you what Xander likes."

"Ooo, yes!"

"I love a willing student." He leaned in to kiss her, which she returned enthusiastically.

Xander blinked and looked down his body. "You're both down there."

Willow bounced as well as she could lying down. "Spike's going to teach me something."

"Teach you what?"

Spike smirked and ran a fingertip from Xander's balls to the tip. "I call it, How to Drive Xander Harris Mad."

Your best friend and your lover are both grinning up at you, your cock between them as the object of interest. Should you, A) join your balls in trying to find somewhere safer to be, or, B) lay back in delighted gratitude at dreams come true?

He waited too long to make his decision. "So what does he like, Spike?" Willow asked with the same excited interest she showed to new classes.

"Well, grasshopper, he likes having his balls nibbled and licked and sucked on."

"Like this?" She leaned down to kiss Xander's balls before slowly wrapping her lips around one.

A full body shudder shook Xander. Willow was giving him a blow job. Spike was giving her tips. Was it Christmas already?

"Very nice, love. You keep that up, and I'll take care of this end." Spike swirled his tongue around the tip, then grinned up Xander's torso. "Having fun, pet?" He sucked Xander's cock in without waiting for an answer.

Hot tongue and cool tongue. Lots of hands. Xander let his legs fall open and surrendered.

Willow felt Spike's nose bump hers. She pulled back to watch, still fondling Xander. "Wow. Is that deep throating?"

Spike chuckled around his mouthful, making Xander whimper. A few more hard sucks, then Spike slowly let him go.

"Give it a try, love, but don't try the whole thing unless you're good at holding your breath."

Willow quickly moved up and kissed the tip. "Nice," she murmured.

As she got better acquainted with Xander's cock, Spike slid down to the foot of the bed. He laid a line of kisses along Willow's lower spine, then lightly ran the tip of his tongue around her asshole. She squeaked and let go of Xander. "What are you--"

"Mind your work, girl," Spike grinned. "I'm just exploring, and the whelp hasn't whimpered in at least five seconds."

He waited till Willow had returned her attention to Xander, then rimmed her again. She gave another muffled squeak, which was echoed by a gasp from Xander, who was watching events with as much interest as his distracted mind could conjure. The squeaks quickly changed to a moan of anticipation and a wiggle as Spike eased Willow up onto her knees.

"Oh, yes, I see that pretty little arse of yours." He rubbed the tip of his cock against the mouth of her vagina, holding her hips so she couldn't push back on him. She muttered in impatience around Xander's cock.

Xander managed a weak laugh. "Don't annoy witches, Spike. She'll turn your dick into something unpleasant."

"I don't think so." As slowly as he could, Spike slid into her, savoring the hot, wet tightness around him. "Oh, sweet," he murmured. "So sweet." He moved back and forth just a little.

Willow laid her head on Xander's hip, gasping. Xander brushed her hair out of her face so he could see. Spike began thrusting lazily, seeming to look for which angles brought which sounds out of her. Xander began stroking his cock as he watched his very own, three-dimensional porn movie.

Still thrusting slowly, Spike leaned down to kiss Willow's shoulder. "You're neglecting Xander."

"Muh?"

A hard thrust took away even that much language capability. Spike grinned. "Poor distracted Willow." He turned the smile on Xander, who hesitated in his stroking and licked his lips. Spike moved over so he could run his tongue around the tip of Xander's cock.

"M--Mine," Willow managed. She bumped Spike's head away and wrapped her hand around Xander.

Spike nipped at the side of her neck. "Yours if you can keep it, pretty." He pushed himself up for a better angle and began fucking her in earnest.

Thoughts went through Willow's mind in disconnected flashes. Spike's hands on her hips barely let her move. A modern, enlightened woman should not be turned on by helplessness. Xander smelled very good, and his cock was wonderful for muffling moans with. Spike made little gaspy noises of his own.

Xander watched both their faces. A little smile flickered across Willow's face in between gasps of pleasure. Her grip on his cock was like that of a greedy three-year-old with the last lollipop. Whenever she tried to pay attention to him, though, Spike shifted his hips and Willow went incoherent and uncoordinated again.

Spike's eyes were half-closed, and he crooned under his optional breath: strange British endearments and gasps of appreciation. He raised his head and met Xander's eyes. Smiling, he used unfair undead bendiness to lean down again and suck on Xander's cock. At the same time he reached under Willow to fondle her clitoris. She cried out and shivered as she came, making Spike groan in turn. He forced his eyes to stay open to watch Xander watching Willow. The lust in Xander's eyes when he shifted his gaze to Spike pushed the vampire over the edge.

After a few moments, Willow collected her scattered brain cells back together. Along her back was the cool, panting shape of a vampire. His breath slowed and finally stopped altogether. Slowly Spike shifted away, kissing along her shoulder and down her spine. When he slid out of her, she gave a resigned sigh. Then she saw Xander still stroking his hard cock. "Oh, you didn't . . ."

"More fun watching you two, don't worry about it. Come up here."

With a helpful push from Spike, Willow settled into the space between Xander's side and his arm. "I'm exhausted," she stated.

Spike crawled up and settled on Xander's other side. "I wouldn't mind if you wanted to catch a kip. What I want to try next doesn't necessarily require audience participation."

Xander gently tugged on a lock of Spike's hair. "Audience participation is always good."

"True." Spike leaned in to kiss him.

Willow watched contentedly. Spike reached down to fondle Xander's cock, then wrapped his hand around him in a grip that Willow would have thought was much too tight. But Xander only moaned in pleasure and moved his hips in time with Spike's strokes. Willow moved out of the way, and Spike slid on top. He was hard again already, and he shifted his hips so that his and Xander's cocks slid together. Xander grabbed Spike's head in both hands and kissed him harder. Mesmerized, Willow reached down and fondled her clitoris as she watched.

Xander was too close to the edge to last long, and Spike rarely took much time himself when he had his hands and mouth and cock all over the other. Xander twitched and groaned just a few moments before Spike. A higher-pitched gasp caught their fuzzy attention. Still shivering a little, Willow smiled bashfully and pulled her hand from between her legs. Spike intercepted her hand and licked the fingers clean, then kissed Xander to share the taste.

Xander pulled Willow onto his shoulder as Spike settled possessively onto his chest. They all three sighed contentedly.

"We need a shower," Xander said.

Spike shook his head. "We'll only get dirty again."

"Yeah." Xander looked at Willow. "Unless . . . you need to be somewhere."

Thoughts of all the other combinations of things they could do made Willow blink. It wasn't as if she didn't have a whole lot of things to explain anyway. "What am I going to tell Tara?"

"The truth," Xander told her calmly. "Simpler in the long run. And we apologize to her on bended knee if necessary."

"Or," Spike said, untangling Willow's hair, "I go over there with you and point out that it's only fair that she gets her fantasy come true in return. Not the least bit of trouble, I promise."

Willow started to pout in outrage, then the vision of Spike and Tara tangled up together made her hesitate.

"Gosh," Xander said, staring off into the distance. "That would be . . . gosh."

Spike nudged Xander. "This one could join us. Moral support, you know."

"I don't think Tara would like an orgy." But Willow's voice was thoughtful.

Xander was thinking as well. "It'd take another phone call to Anya."

Spike chuckled. "I expect she'd insist on the video camera for that."

They studied each other for several moments, then they all shook their heads. "Best not," Willow said.

"Just as well," Xander said.

Spike laid back down on Xander's chest. "Next week."