WATCHERS: NC-17: Lust on the Hellmouth (Willow/everywoman) 

By Charles Kelly

DISCLAIMER: Most characters in this story are based on “Buffy the Vampire Slayer” and “Angel,” created by Joss Whedon, legal property of Mutant Enemy Productions, Joss Whedon, The WB, UPN, Fox and that Greenwalt fellow. Rowena Allister and others are based on “Watchers,” created by Susan Carr and CN Winters. They are used here strictly for non-commercial purposes. Neither the author nor the host receive any money for distributing this work.

And just to be safe … Dana Scully belongs to Chris Carter and Fox. … Det. Oliva Benson belongs to Dick Wolf and NBC … and Sydney Bristow belongs to Bad Robot and ABC. And I know NBC is one of the owner’s of “Crossing Jordan’s” Jordan Cavanaugh. And Daphne and the other cartoon characters from “Scooby Doo” belong to Hanna-Barbera.

PAIRINGS (some of them, anyway): Willow/everyone. Buffy/everyone. Andrew/Tracey, Andrew/Warren; Andrew/Daphne (“Scooby Doo, Where Are You?” cartoon), Andrew/Tracey/Daphne. Dawn/Bonnie, Dawn/Skye, Dawn/Dana Scully (“X-Files”), Skye/Jordan Cavanaugh (“Crossing Jordan”). Fred (“Angel”)/Willow, Fred/Illyria, Fred/Charles Gunn, Fred/Eve, Illyria/Glory. Kendra/Sydney Bristow (“Alias”). Rowena/Tara. Xander/Vi. Joyce Summers/Jenny Calendar. Becca/various literary figures. Angel (with a vagina)/wooden stake.

DISTRIBUTION: Ask and I shall approve.

FEEDBACK: chazbooks@yahoo.com

SPOILERS: Buffy, Seasons 1 thru 7; Angel, Seasons 1 thru 5; Watcher’s Season 1 thru 2. Anything I’ve ever written. All this happened before the events of “Roses Are Red.”

COMMENT: I honestly meant for this to be light and fluffy … but it got a smidgen dark in spots. Also, a shout out to Mercury. Some of the dialogue in the Fred/Illyria scene was inspired by her. I’ve not forgotten what she said about a similar scene in “Lust Will Do.”

WARNING: Contains spanking, BDSM, hot wax, cold ice and, in one scene, Buffy grows a penis. And then there’s the lesbian vampire orgy … … and Andrew’s sexual fantasies, too.

And now would be a good time to warn you of some squicky moments ahead.

SUMMARY: Rowena has erotic fantasies about other women … making love with Willow. Or are they just fantasies? Giggle, giggle, giggle …


Int., Willow and Rowena’s bedroom, night.

The two women were nude, sweat-soaked. Rowena lay on her back, quivering violently. Willow slowly kissed, nibbled and licked her way down from Ro’s chin to Ro’s collarbone. Willow didn’t seem bothered by the scratches Ro had left on her shoulder blades.

Willow lowered her mouth and gently nibbled Ro’s right nipple. Rowena threw her head back and gasped ever-so-softly: “No words, baby. We don’t need words … ”

Willow giggled, said, “thank you,” and resumed nibbling the nipple.

She didn’t know Rowena had something else on her mind.

Someone else.


Ext., Sunnydale, CA (as Rowena Allister imagines it).

Willow and Buffy walked through the street, holding hands, witnessing the chaos caused by the enforced silencing of every voice in Sunnydale.

Willow wore jeans. Buffy wore a halter-top and a pleated black miniskirt.

Buffy pulled Willow into a doorway. Willow frowned, clearly puzzled.

Buffy rummaged through her purse. Took out a lipstick.

Willow smiled, pointed at her lips and waved her hands. No thanks, Buffy, I’m good.

Buffy drew on the window. First a heart-shape, then the letter U.

Willow nodded and mouthed the words: “I love you, too.”

Buffy wrote: “Need U.”

Willow scowled. Shrugged. Spread her hands. Confused.

Buffy sighed.

Buffy took Willow’s right hand and put it on her breast.

Willow looked very ill at ease.

Buffy rolled her eyes in frustration. Buffy put Willow’s other hand under her skirt.

Willow’s eyes widened.

Cut to:

Close up of Willow’s hand as Buffy guides two fingers into her slit.

Cut to:

Willow’s very, very red face.

Buffy raised Willow’s hand to her mouth, licked her juices off Willow’s hand.

Willow pulled her hand back.

Buffy looked frightened now. And a little hurt.

Willow smiled reassuringly. Then something about her face changed. The reassuring smile became … predatory. Willow put one of her fingers in her mouth. Licked Buffy’s juices off.

Then she Frenched the Slayer. Willow dropped to her knees, hiked up the pleated black miniskirt and began languidly kissing and licking Buffy’s thighs; licked Buffy’s well manicured triangle of blonde pubic hair, but never once touching Buffy’s labia or clit. Those she only breathed upon. That was apparently more than enough to make the Slayer smile as tears of joy—and ecstasy—rolled down her face.


Int., Willow and Rowena’s bedroom.


Close up, Rowena’s face.

Rowena threw her head back and gasped, ever-so-softly, “Buffy!”


Close up, Willow’s face, buried between Rowena’s legs.

Willow’s eyes snapped open. She scowled. She raised her head for a moment, then shook her head. “Gotta get my ears checked.” She put her mouth back where it was.


Int., Willow and Rowena’s bedroom, hours later.

The lovers were asleep in one another’s arms.


Close up, Rowena’s face.


Ext., a dream-like landscape of blurry flowers.

Rowena looked around. “Where am I?”

A female voice said: “A better question—why were you fantasizing about Buffy?”

Rowena turned to face a pretty blonde with a very angry expression on her face.

“Tara? Tara Maclay?”

“I’m pissed.”


Scene One


Ext., a dream-like landscape.

Tara McClay stood with her arms crossed over her chest, tapping her feet. “Why are you fantasizing about Willow and Buffy?”

“How did you know—?”

“She was my girl, Rowena. I keep my eyes on everyone who loves her.”

Rowena blushed.

Tara rolled her eyes. “Oh, for Goddess’ sake, I don’t watch you two when you’re in bed! Believe me, Rowena, I get no pleasure from seeing someone else have sex with my Willow.”

“She’s mine now.”

“But instead of fantasizing about her … or some celebrity, like a normal person … you fantasized about Willow and Buffy?”

Rowena lowered her head. “I can’t help it. Buffy makes me jealous.”

“Buffy? She’s no more gay than … Giles!”

“Would now be a bad time to tell you about Giles and Ethan Rayne?”

“Buffy would sleep with a vampire before she would sleep with a woman.” Tara frowned. “Actually, that doesn’t sound good.”

Rowena pouted and said: “Bet she would’ve slept with Vampire Willow.”

Tara shook her head. “Impossible.” But something in her tone of voice expressed doubt. As if Vamp Willow might have a chance where normal, sane, human Willow might not.

“Anya got all sexy after she and Willow did a spell together.”

Tara sighed. “Rowena … what are you going to do? Have erotic fantasies about every woman who might be competition for Willow’s affections? Willow’s gorgeous! You’re going to be jealous of an awful lot of women!”

“You, for one,” Rowena said. And from the look on her face … if looks could kill … and Tara was still alive … Rowena’s look would’ve snuffed her.

Tara smiled, almost as if she were pleased that Rowena considered her competition—despite the rather significant limitation of being among the departed. “How come you haven’t—?”

Rowena shook her head. “I gave Willow permission to fantasize about you … I’d feel like I was stealing a precious treasure from her if I … had sexy thoughts about the two of you.”

“Ask Willow to tell you a bed time story—a Rotarllow threesome.”

“Tara, I appreciate your concern—”

“No you don’t. You resent my interference—and you don’t understand it.”


“Do you?”



“I don’t suppose I see quite how it is your business.”

Tara muttered something. “OK. It’s simple. What you think is your business. But you gasped Buffy’s name out loud.”

“I did?”

“If Willow thought her girlfriend and her best friend were having an affair—”

“Dark Willow.”

Tara nodded. “Try Dark Willow to the Tenth Power! Xander himself couldn’t save the world.”

Rowena sat down—a neat feat, considering there were neither chairs nor benches nor … a floor to sit down in. On. Whatever.

“It would be even worse if you fantasized about Kennedy—”

“How could it be worse?”

“You and Kennedy have worked together,” Tara said. “You see each other every day. An affair would be physically possible. Buffy only comes around for the odd apocalypse.”

“That’s what scares me,” Rowena said. “What if Buffy realizes, this time it’s really the end, and she says to herself, I’m not leaving this life without some Willow lovin’?”

Tara groaned. “Some of the smartest women can be such … arrrrrrg!”

Cut to:

Int., Willow and Rowena’s bedroom, night.

Rowena sat up in bed, dripping sweat and shaking.

She whispered to herself: “Was that even real?”


Scene Two


Int., Willow and Rowena’s bedroom, late afternoon the next day.

Willow held Rowena gently in her arms as the blonde took Willow’s nipple into her mouth.


Int., Anya’s apartment, as Rowena imagines it.

Anya said: “The spell did get a little bit sexy.”

Anya smiled.

Willow smiled.

Both women suddenly became unnerved and started to back away from one another. But then Anya said, “Wait.”

Willow froze. Rather like a deer caught between headlights.

“Why are you afraid?”

Willow said: “I’m not afraid.”

“Yes you are. You feel just as sexy as I do, but you’re backing away from me.”

“I do not feel—”

“Demons have a very strong sense of smell,” Anya said.

Willow blushed. “Oh.”

Anya stepped forward. “Remember when I said you could sleep with me?” Anya unzipped Willow’s jeans. “I said it came out more lesbian than it sounded in my head?” Anya undid Willow’s pants and pushed them past the other woman’s thighs. “Ever since then, I’ve had very lesbian thoughts about you in my head.”

Willow trembled as she stepped out of her jeans and reached for her panties. Anya shook her head no.

“I undress you, Willow. This is my first time with a woman—”

“In 1,000 years, you never—?”

“—and I want it just so.” She pulled Willow close and kissed her.

Willow put her hands on Anya’s breasts and squeezed them through the blouse. Anya gently pulled her lips off Willow’s and said, “No, this time I want to be in control,” and gently pulled Willow’s hands off her boobs.


Int., Anya’s living room, sometime later.

Willow stood there with eyes closed and her mouth open. She was naked and Anya was languidly laving her sex and gently fondling her behind.


Int., Anya’s bedroom, sometime later.

Willow was on her back, her legs wrapped around Anya’s torso. It appeared that Anya wore a strap-on dildo and was giving Willow a vigorous … well, fucking.


Int., Rowena and Willow’s bedroom, (really), night.

Rowena was on her back, her legs wrapped around Willow’s torso. Willow wore a strap-on and was giving Ro a vigorous fucking.

Rowena screamed Willow’s name.


Int., Rowena and Willow’s bedroom, later that same night.

Rowena lay with her head on a white pillow. Willow straddled her face. As the redhead lowered her crotch to her lover’s mouth, Rowena drifted off into another fantasy …


Scene Three

Int., Willow’s bedroom in the Summers house, as Rowena imagines it, daylight.

The bedroom door was open.

Buffy and Willow sat on the bed. Both women were fully clothed. Both women sat in the lotus position. The two women held hands. They sat with their eyes closed. If not for their perfect posture, you might have thought they fell asleep sitting up.

Oh, and their facial expressions. Their bodies might have been at rest, but their faces were very active. Willow beamed. Buffy … frowned.

You could hardly blame Buffy for being a little unhappy. It was obvious that her nipples were erect and it was just as obvious that there was a growing dark spot on the crotch of her slacks.


Willow sighed: “Mmm?”

“Are you still drawing energy from me?”

“Can’t you feel it, Buffy?”

“May … maybe I should look? Make sure you’re healing?”

“OK, but let me break the connection. You really don’t wanna experience a mystical feedback. Kinda unpleasant.”


Several heartbeats passed and nothing appeared to be happening, at least from an observer’s perspective. Buffy’s head rolled slowly, gently and a smile started to spread over her face. Willow’s eyes fluttered open. She watched Buffy for a moment, a puzzled look on her face—as if she was seeing Buffy in a new light. Then she released Buffy’s hands. The blonde Slayer opened her eyes and leaned forward. She pushed up Willow’s blouse, exposing a flat, bare, unblemished tummy.

“Perfect,” Buffy whispered.

“Well, not perfect, but all healed and—”

“No scar, no blemishes … ” Buffy closed her eyes again and sniffed. “ … fragrant … ” She lightly rubbed her left cheek against the abdomen. “ … smooth …

Willow frowned. “Um? Buffy? We’re kinda getting outside the comfort zone.”

Buffy tenderly kissed Willow’s navel. Willow’s eyes were suddenly very wide and her fingers clutched the bedspread as the Witch sucked in two lungs-worth of air. Buffy broke the kiss and a little Slayer saliva dribbled out of the navel. “ … yummy … ” Buffy kissed and tongued Willow’s navel a second time.

“B-Bu-Buffy? Y-you’re not gay.”

Buffy Frenched the navel eight more times before she said: “Girl kissing girl awful gay to me, Willow. Close the door.” She smooched her way up Willow’s belly. “Is this a favorite blouse?”

“N-no, why?”

Buffy ripped the blouse open, exposing a black lace bra. “Didn’t wanna ruin something precious to you.” Buffy looked at the bra and frowned. “Where’s the hook?”

“In back.”

“Oh.” Buffy reached around her new lover and undid the back hook. Willow took off the bra quickly and told Buffy to get undressed. Then she glanced at the open door. The bedroom door closed by itself. The door locked itself. A chair suddenly skittered across the room and propped itself against the door, under the knob.

As Buffy undressed, Willow stood up and undressed. Willow glanced at Buffy and seemed a little disappointed.

“Sports bra, Buffy?”

“Slayer undies kinda have to be practical, Wil.”

“Well wear something lacey for the bottoms next time,” Willow said. “There will be a next time, won’t there? I’m not large with one night stands with my best friend.”


Int., Rowena and Willow’s bedroom.

As Rowena fondled her Willow’s behind and licked Willow’s slit, tears ran unseen down Rowena’s face.

Oblivious, Willow groaned happily.


Int., Willow’s bedroom in the Summers house, as Rowena imagines it, daylight.

Both women were naked now. Willow sat on the edge of the bed. Buffy was bent over Willow’s lap. Willow petted Buffy’s bottom.

Willow sighed. “My girlfriend would never let me do this.”

“That’s why she’s your ex-girlfriend,” Buffy said.



Ext., a dream-like landscape.

Tara McClay stood with her arms crossed over her chest, tapping her feet. “Rowena, are you TRYING to creep me out?”


Scene Four


Ext., a dream-like landscape.

Before Rowena could answer, a third female voice said: “And how did you know that Willow’s spell made me feel sexy?”

Rowena spun around and gasped at the sight of Anya.

Who, oddly enough, was clad only in a white bikini.

“And, by the way, I do not have lesbian thoughts in my head about Willow,” Anya said.



Tara said: “She’s much too busy with the pretty girls in heaven.”

“Well it isn’t heaven if you can’t have sex—”

Anya had a point there.

“—and I don’t want to have sex with a man until Xander dies, so what am I supposed to do? There are no vibrators in heaven.”

Rowena said: “You’re sure you’re not in hell?”

“It’s a question,” Tara said with a smile. “By the way, Anya, I really like the bikini.”

Anya smiled. “It’s a big hit. Jayne Mansfield and Natalie Wood both liked it.”

As Anya spoke, Tara’s eyes gave Anya’s figure a fleeting but appreciative appraisal.

Rowena frowned. “This information is not helping.”

“I think the First Evil is manipulating you,” Anya said.

Rowena shook her head. “The First can only impersonate the dead.”

“Well I’m dead and Buffy has died twice and Tara is dead.”

Rowena frowned. “Suddenly I’m hoping I wake up.”

Tara shook her head. “I don’t see the First giving Rowena orgasms.”


Rowena blushed. “My fantasies … help.”

“Well, I can understand that,” Anya said. “I’m sexy. What I don’t understand is why you didn’t pair me with yourself. I didn’t fantasize about Xander with Buffy or Willow or Giles. I fantasized about Giles and me. Or Oz.”

Tara frowned. “Oz? Maybe it’s because I’m gay but—”

“Werewolves can be very sexy.”

Rowena cringed.

“Oh, I don’t mean when I was human. It would have been much too dangerous to be with a werewolf when I was human. But when I was a demon and immune to their bites and scratches—”

Tara looked a little nauseous.

Rowena coughed and immediately changed the subject. “Could Anya be right? Could my fantasies be the First Evil’s work?”

Tara shrugged. “I don’t know. Have you ever had fantasies about Willow with women who haven’t actually died?”

Rowena blushed.

Suddenly, part of the dreamscape shifted and changed. A stage materialized. It was a long, dark stage—pitch black, save for four areas that were each highlighted by glaring spotlight.

In the first spotlight: A bed. Upon that bed, three beautiful nude women kissed and stroked and fondled a fourth. But the foursome was a tad unearthly in appearance.

A lumpy-faced, yellow-eyed Vampire Willow with sheet white skin kissed the back of Willow Rosenberg’s neck. A brunette Darth Rosenberg with blue veins worshiped Willow Rosenberg’s breasts. As her darker selves played with her upper torso, Willow Rosenberg eagerly ground her crotch against the crotch of a white haired Willow.

Seeing this, Anya said: “Thank goodness Sigmund Freud still sees patients.”

Rowena said she didn’t need a therapist.

“Well I do after seeing that!”

Tara said: “What I find most disturbing about this is that Vampire Willow doesn’t have cellulite.”

In the second spotlight: Kennedy and Willow made out on Buffy’s living room sofa. They were both naked. Nearby, an equally nude Buffy masturbated and begged Willow to leave Kennedy.

Seeing this, Anya said: “Maybe you should talk to Buffy about this UST you have with her.”

Rowena glared at Anya.

In the third spotlight: Faith wept as Willow unzipped her black leather cat suit.

“What’s wrong, sweetie?”

“Nothin’, red, just I been waiting for this for so damn long!”

Seeing this, Tara said: “You don’t really think Willow and Faith—”

Anya said: “Buffy thought they had UST.”

“To quote Willow: ‘Buffy? Nice girl. Not bright’.”

In the fourth and final spotlight: A slim blonde woman wearing only a shoulder holster and a badge pinned in her bright hair gave a fully dressed Willow a slow, teasing, and not terribly professional frisk.

Willow wore a simple pair of jeans and a t-shirt. The blonde woman slipped one hand down the front panel of the jeans; the other hand down the back panel.

“W-what are you doing, detective?”

The blonde sighed: “Body cavity search.”

“Um, could you just use one finger in each cavity?”

“Sure, Ms. Rosenberg.”

“Thank you, Det. Lockley.”

Seeing this, Tara said: “Television character?”

Rowena shook her head. “That’s Kate Lockley. She used to know Angel. Now she works for Enemy Management, Inc. and spies on them for the Council. Willow’s her contact.”

Anya said: “You’ve got to ask Giles to put someone else on Kate Lockely.”


“Not Xander. Definitely not my ex.”

“Vi would kill him,” Rowena said.

“Who’s Vi?”

Tara suggested they change the subject.

On stage, under the first spotlight, Willow was passionately Frenching VampWillow as Darth Rosenberg fondled the backside of White Witch Willow.

Under the second spotlight, Willow stood up.

“I need a breather, baby.” Willow looked at Buffy. “Do you mind?”

“Only for you, Willow.”

Buffy sat on the sofa and soon she was the one making out with Kennedy.

Under the third spotlight, Willow sat on the edge of a bed as Faith languidly licked her pussy. Faith paused between licks to sigh, “I love you,” as Willow just moaned softly and gently ran her fingers through Faith’s dark tresses.

Under the fourth spotlight, Willow was naked from the waist down. Kate Lockley had her hands up Willow’s t-shirt.

“Um, what are you doing?”

“Looking for concealed weapons.”

“In my bra?”

“You’d be surprised.”

“Um, how does pinching my nipples help with that?”

Before the fantasy version of Kate Lockley could answer the fantasy version of Willow, the pitch shadows that surrounded the four spotlights seemed to peel away from the spotlights, revealing a plain hard wood stage with four beds and many actors upon it.

The retreating shadow took a new form.

That of a human male’s shadow. A shadow that walked by itself.

A shadow that leapt off the stage and strode toward Anya, Rowena and Tara.


Scene Five


Ext., a dream-like landscape.

On the “stage,” the “actors” were quite oblivious to what was going on.

Kate Lockley brought Willow to a shuddering climax. “You’re—OH!—next—YES, BABY!—I—OH!—frisk—MORE!—you!—OH!”

Willow’s juices dripped off of Kate’s wrist. Sweat dribbled down Willow’s back and buttocks.

On the Summers’ living room sofa, Kennedy held Willow in her arms as Buffy worshiped Willow’s sex with her mouth and the redhead screamed Kennedy’s name.

In a bed in a Spartan hotel room, Faith gripped the headboard and screamed joyously as Willow used a strap-on to boff the brunette Slayer senseless. Suddenly, Willow threw back her head and screamed Faith’s name.

And Red Willow eagerly lapped Vampire Willow’s sex as Dark Willow and White Witch Willow took turns lapping the redhead’s labia. The vampire climaxed—loudly, screaming obscene words. Red Willow gasped the names of her lovers: “Vampire! Darkness! Light!”

The Willows Dark and Light both began to climax also.

The seven Willows all moaned and groaned and gasped and screamed in pleasure as they climaxed.

A human male’s shadow leapt off the stage.

A shadow that walked by itself. And strode toward Anya, Rowena and Tara.

It was Rowena who stepped up and yelled, “LEAVE THEM ALONE!”

The Shadow Man stood still, but did not depart.

On stage, all seven Willows pulled away from their sexual partners and slowly strode to the edge of the stage.

Kennedy and Kate whined, “What about us?”

Suddenly, they vanished.

Buffy said, “This is the weirdest dream I’ve ever had.”

Seven Willows said: “Pissed now.”

The Shadow Man looked over his shoulder just in time to see all seven Willows assume the identical form.

The form being Dark Willow—looking far more pissed than ever before.

The Shadow Man turned into a wisp of steam and vanished.

The Willows on the stage all vanished.

Tara jumped onto the stage and took Buffy by her hand and said, “We need to talk.” To Anya, she said: “Stay with Rowena—don’t let her wake up until I come back.”

And then Tara vanished.


Int., a guest apartment in Council Headquarters, Cleveland, Ohio, night.


Int., the bedroom.

Buffy Summers lay asleep in her bed.


Int., a white room without walls or a visible ceiling.

“Where am I?” Buffy asked.

“It’s kinda hard to explain,” Tara said. “But you weren’t dreaming. Not exactly. What do you remember?”

“I was in my old house in Sunnydale. The house was on fire. A burning tree blocked the back door. The staircase was on fire. The front porch was on fire. I saw a vent and I tried to crawl through it and it went on and on and on, turning and twisting … and something I couldn’t see was following me. Then, somehow, I made it to the attic and I jumped out of the window … and the entire Sunnydale SWAT team tried to shoot me …”

Tara nodded. “Routine chase dream.”

“Pretty much,” Buffy said.

“Next thing I knew, I was back in my living room and …”

Buffy blushed.

“You were making love with Willow.”

“I never dreamed a woman’s kiss could feel so … I never dream about … not that there’s anything wrong with—”

“Please spare me the ‘some of my best friends’ speech,” Tara said. “Rowena was telling us about her fantasies … and I think you got pulled into her dream.”


“Me and Anya,” Tara said. “We’re trying to figure out why Rowena always fantasizes about Willow with other women.”

Buffy frowned. “I never think about my lovers with other people. That’s not normal.”

A third female voice: “Buffy has a point.”

Tara and Buffy turned to see Cordy Chase, clad in a black bikini.

“Damn, even dead she’s better looking than I am,” Buffy said.

Cordy smiled coquettishly at the blonde Slayer. “Thank you, Buffy.”

Tara gave Cordy a fleeting appraisal. “Date with Anya?”

Cordy ignored her and spoke to Buffy: “The Powers want you to know that Tara and I are, well, Tara and Cordy and not The First.”

“We need you to wake up and patrol the neighborhood,” Tara said.


Int., the bedroom.

Buffy Summers sat up in her bed. She jumped out of bed. Like any good Slayer, she wore very simple and utilitarian pajamas. She quickly went outside.

At three in the morning, there wasn’t much to see outside the Council Headquarters. Just a few cars parked on the street—one of which was a blue VW Golf, occupied by a man who, from a distance, appeared to be nothing more than a shadow.

Buffy ran toward the car. The engine and the headlights suddenly came on and the car pulled away from the curb, tires screeching as the vehicle left smoking tire marks on the street.

Buffy pulled out her cell phone and dialed 911. She reported a man in a ski mask driving a blue VW Golf away from the Watcher’s academy.

Tara’s voice: “Don’t tell Willow or Rowena until we know for sure what’s going on.”

“What was that?”

Tara’s voice: “I don’t know.”

“Vampires don’t wear ski masks and disembodied spirits don’t drive cars. That was a human being.”


“What am I supposed to do, Tara?”

“Reassure Rowena you don’t want to sleep with Willow.”

“Rowena doesn’t think—”

That’s when Tara’s disembodied voice told Buffy about the staring role Buffy played in the Watcher’s erotic fantasies.


Int., Willow and Rowena’s bedroom.

The two women were still sleeping in one another’s arms when an angry voice woke up everyone in Council Headquarters.


Both Watchers awoke then.

Buffy shrieked: “ROWENA!”

Rowena shivered. “Buffy is going to kick every square inch of my ass.”

Willow glared at her lover. The redhead’s eyes were black marbles. “She’ll have to wait her turn.”


Scene Six


Ext., a Cleveland condo complex, night.

The car came screeching to a halt, smoldering tire marks sending smoke up into the night.

The man in the car got out and popped the trunk in one fluid motion. He got out, dashed to the back and pulled off his ski mask.

The top of his skull was missing. Metal snaps were positioned just below the edge of the remaining skull. The exposed portion of his brain pulsated. He lifted the trunk lid, grabbed his skullcap and put it on. He snapped the skullcap back in place. Then he put on what might be called a crude sort of “wig,” a fake bald scalp. Over this he placed another cap that looked like a bandage, complete with some fresh blood.

He stopped to make sure his medical alert necklace was easy to see, then took out a pair of handcuffs and closed the trunk. He opened the rear door of the car and got inside, leaving the car door open. He put his hands behind his back and cuffed his hands there.

And waited.


Ent., Andrew Wells’ living room.

Andrew and Tracey were on the sofa, watching TV.

Tracey glanced at him, sighed in frustration, and then nodded as if she had come to a decision.

She yawned and pulled up her legs and curled up beside Andrew.

“Wanna go home and get some rest?”

“No,” Tracey said.

Instead, she lay her head in Andrew’s lap. He looked frightened and sat stiffly on the sofa. That, apparently, was not the only stiffness that overcame him, for Tracey smiled happily as a tent appeared in the trousers just below where her cheek rested.


Int., Andrew Wells’ imagination. (Warning: This is a strange place.)

Schnauzers and giant dachsunds, clad in white lace see-through mini-skirts, danced on their hand legs around a naked and tumescent Andrew Wells. (If you must know … yes, he was circumcised … 7 inches.) They danced in a circle in the middle of a lush, green field sparsely dotted with trees.

(You were warned about the strangeness, right?)

And, dancing with the schnauzers and dachsunds, was another naked man. A man who was supposed to be dead and flayed but who appeared in this place to be alive, with all his skin intact, quite nude and also tumescent. (Foreskin. 4-and-a-half inches.)

Warren Meers.


Ext., the far edge of the field.

Jonathan Levinson stood there in the clothes he wore the day Andrew murdered him. He stood there with his mouth agape, his eyes bulging. He stood there, his face pale from the shock of what he was seeing.


The dancing stopped.

Andrew said: “Jonathan?”

Andrew just stared at the image of the friend he stabbed to death.

Warren said: “It isn’t what it looks like! I’m not—”

Jonathan snorted. “You just told him you were. No wonder he murdered me. The First didn’t promise to give him back one friend if he murdered another. The First promised him his first love if he murdered a friend. Poor Andrew was offered the perfect bribe.”

Warren said: “No, no, it wasn’t like that it was … it was Andrew’s fault! It was—”

“Oh, just shut up and GO BACK TO HELL!”

Warren disappeared.

Andrew continued to stare at his victim.

Jonathan crossed the field. The schnauzers and dachsunds dropped to all fours and waited quietly, expectantly.

Jonathan slapped Andrew.

“I deserved that for what I did to you.”

“No, you deserve to have your balls kicked for what you did to me. The slap you deserved for selling your soul for so damned little. Geez, Andrew, you deserved better than Warren. Pol Pot deserved better than Warren!”


Scene Seven


Faith was riding Robin Woods’, well, woody, when she started groaning:

“Xannnnnnnnnnnnnnnnnnnnnn … ”


Int., kitchen of Robin and Faith’s apartment.

Robin’s head shot up from the kitchen table. His eyes snapped open.


Int., rec room.

Dawn was nude, bent over the side of the pool table, as Jeff took her from behind.


Int., Dawn and Skye’s bedroom.

Skye sat up in bed. She saw that Dawn was sleeping peacefully beside her.

With a trembling hand, Skye reached out and touched her slumbering lover.

“Dawn? Baby? We need to talk.”


Int., Faith and Robin’s bedroom.

Faith sat up in bed and shook her head. “Buffy and BATMAN?”


Int., Andrew Wells’ imagination.

“Why are you here?”

“Even as we speak … the entire Council is under attack,” Jonathan said. “If you don’t believe me … ask Tracey to tell you what she was thinking about while she rubbed her cheek against your … ” Jonathan gagged. “… hard-on. She’s having a fantasy about Warren coming back and taking you away from her.”

“Why would she—”

“Attack, butt brain. And I can tell you how to stop it. Rowena’s the key to it all.”

“I thought Dawn was the Key.”

Jonathan sighed. “The Powers never make it easy … ”


Scene Eight


Int., Council room.

Yelling. Lots of yelling.

Buffy and Rowena were yelling at each other. Willow and Rowena were yelling at each other. Buffy and Willow were yelling at each other.

Their visitors were also yelling. Robin demanded to know if there was anything to the stories about Faith and Buffy. Dawn was demanding to know if Jeff had cast any love spells on her girl. Jeff said, loudly and correctly, that the question didn’t even make any sense.

Giles and Andrew were having a very loud “conversation” of their own.


Ext., what appears to be a moonlit beach.

Actually, it was a heavenly dimension.

Cordy Chase, deceased, lay on her back, clad only in a black bikini. She sighed happily. “The nice thing is that heavenly sand never gets in my butt crack.”

Anya, clad only in a white bikini, was massaging Cordy’s feet. “You know, when I was alive, some of my dates took me to expensive stores and bought me things that I could hock for lots of money.”

“Yeah, but I’m the date who’s gonna get you—”

Someone coughed.

Cordy and Anya jumped to their feet.

It was Tara.

“We’re needed.”

Anya pouted. “I was getting very aroused.”

Cordy preened, pleased with herself.

Tara rolled her eyes. “I’ll … find a way to make it up to … both of you.”

The other two women smiled. Their inner thighs glistened with the evidence of their … delight in Tara’s words.

“Separately! I’ll make it up to you two separately!”

“Damn,” Anya said.

Cordy snapped her fingers. “Rats.”


Int., a police station in Cleveland, Ohio.

The man with latches on his skull sat and gawked at his lawyer’s cleavage.

The dark-haired woman looked at him with a frown. “My eyes are up here, loser.”

“You can’t talk that way to me, I’m your client!”

“No, I’m a deceased employee of the same corporation that hired you,” said Lilah Morgan. “The Council has a lot of friends in this town and some of them are on the police force.”

“I told the police I was kidnapped.”

“In your own car?”

“Happens all the time.”

“And when they dust for fingerprints and don’t find this kidnapper’s—”

“I wiped every surface, interior and exterior.”

“Your car was spotted outside Council headquarters with only one person driving it—”

“My story is I was in the back seat, on the floor.”

Lilah shook her head. “I advised the Senior Partners against this and now I’ll be punished for being right.”

Apparently, working for Wolfram & Hart was a lot like working for the Bush Administration.

“If I can’t get you out of this, before the Council finds out about the link between us, you’re a dead man.”


Int., office of watch commander.

Lilah leaned back against the office door and smiled salaciously at the fat, ugly, 50-something man behind the desk with the chewing tobacco stains on his chin and shirt.

Lilah locked the door.

“Let’s talk about that thing your wives all refused to do for you … and what I need you to do for me.”


Ext., police station, two hours later.

The sun was rising.

Lilah had a pained expression on her face. She got into her Mercedes Benz.

The mystery man got in the car with her.

“Get out.”

“I think I’d rather go home with you.”

“My home is Hell,” Lilah said.

“OK, so your man is a jerk—”

“I. Am. Dead. You. Idiot! I’m a damned soul condemned to serve the Senior Partners for Eternity. Got it?”

The man frowned. “But I can read your mi—”

For a dead woman, Lilah Morgan was fast.

She gripped his throat and pinned his head to the passenger window of the car. Her long, red nails cut into his neck and drew blood.

“You’d better forget whatever you read about anything I allegedly did to get your sorry ass—”

The man smiled.

“Take that smirk off your face right now or I’ll kill you.”

Wisely, he stopped smiling.

“I’m taking you back to your apartment. Go back to work tomorrow night—but be DAMNED careful. The Powers That Be probably have a clue by now. I don’t want you to give them any more clues.”


Ext., an apartment building.

The late Lilah Morgan watched the mystery man go into his building. She got on her cell phone.

“We’ll need multiple shamen to Tabula Rasa the Cleveland PD … I know, sir, but unless we abandon the project … I strongly recommend you find someone who can cast a love spell … otherwise, I really don’t see much chance of pulling an Othello on Rowena Allister … let alone the entire Watchers Council.”


Int., Council room.

The fighting continued and it didn’t look like there was much chance of a let up.

Until something happened that was, even by Hellmouth standards, rather out of the ordinary.

Andrew Wells morphed into another person.

The late Jonathan Levinson.

Suddenly, everyone fell silent.

Except Tracey.

That poor girl just gasped Andrew’s name and fainted.


Scene Nine


Int., Council room, 20 minutes later.

Dawn and Skye returned from the infirmary and informed the others that Tracey was sedated and resting.

Giles took off his glasses and began cleaning them. No one spoke. The silence was so complete; you could almost hear an echo of the squeak made by the cloth rubbing against the Englishman’s lenses.

“I know this seems … creepy … ”

Kennedy circled the conference table, hesitated, and then touched Jonathan. “He’s not the First.”

“Who’re you?”


“I heard about you. Willow’s ex.”

“Who is this guy?” Kennedy asked.

Buffy said: “Jonathan Levinson. One of the Trio. One of Andrew’s former partners in evil.”

“And the man Andrew murdered,” Jonathan said. “Poor Andrew.”

Xander shook his head. “You’re dead! You’re not supposed to be here.”

“Question,” Jonathan said. “Buffy, do you remember almost catching a prowler last night?”

Buffy shook her head.

“Remember a visitation from an old friend in your dreams?”

Again, Buffy shook her head.


Willow’s lover shook her head.

To Buffy, Jonathan said: “Do you remember finding out about Rowena’s sex fantasies?”

Buffy nodded. To Rowena, the Slayer said: “Where the hell do you get off … getting off … pretending that I’m screwing your girlfriend? I’m not gay—” To Willow: “—not that there’s anything wrong with that—” To Rowena: “—and I don’t steal people’s lovers! None of the people I’ve slept with belonged to someone else!” Buffy frowned. “That … made me sound kinda slutty, didn’t it?”

Giles said: “I fail to see what any of this has to do with your visitation, Jonathan, assuming that is who you really are—”

Jonathan morphed into Alex. “Good morning, Rupert, Buffy, Xander.”

Vi chose this moment to participate by stepping between her boyfriend and his ex. “Back off, counselor. He’s mine now.”

Alex looked at Giles. “Buffy caught a prowler last night, but doesn’t remember. Both Buffy and Rowena received visitations from blessed spirits of departed friends, but neither of them remembers. I believe you have all been victims of a surgical Tabula Rasa strike.”

“Even if that is true, how can we be certain—”

A cross appeared in Alex’s hand. She kissed it. The cross vanished. “Are you now satisfied that I am not a demon?”

Everyone was silent. And probably more than a little confused.

Alex sighed and nodded at Willow’s lover. “Rowena has been having … disturbing dreams and fantasies … for many months now … and I believe the rest of you have begun having equally disturbing dreams and fantasies.”

Faith coughed and, to everyone’s surprise, blushed. “I dreamed about Buffy having sex with Batman.”

Buffy stared at her.

Robin Woods said: “At least it wasn’t about me having sex with Batman.”

Faith scowled at him. “OK, that’s just too disturbing even for a Hellmouth.”

Alex said: “We cannot be certain, but my firm believes Rowena has been targeted for a unique form of attack—a telepathic attack.”

“By whom?” Giles asked.

“Given the manpower and resources and skill required to surgically alter memories of so many people in so short a time … I believe the Senior Partners of Wolfram & Hart.”

Rowena shook her head. “Impossible. There is no Wolfram & Hart in Cleveland.”

“No, largely thanks to a treaty between the Senior Partners and the Presidium—a treaty the Presidium saw fit to break after Angel and his friends destroyed the Circle of the Black Thorn. Now that the Presidium threat has been eliminated, the Senior Partners no longer regard the Council as necessary … rather, they regard you all as a severe impediment. Something to be removed.”

“B-but … how would making me feel jealous help them?”

Willow looked like she might cry. “You can’t really believe I’d leave you for someone else, do you?”

Alex coughed. “Like most humans, most sentient life in fact, Rowena has … emotional baggage that she brings to an … intimate moment.”

Nearly every face in the room was beat red now. Yes, including Robin. Alex and Dawn and Skye were the only exceptions. Which spoke volumes about all three women.

“The telepathic attacker … brings these issues to the surface when Rowena is asleep by manipulating her dreams and when she is awake by manipulating her erotic fantasies. This would be evil enough and dangerous enough under any circumstance, but combine that with the facts that she is a significant figure in the Council, the lover of another significant figure in the Council, living on a Hellmouth and that her lover is one of the most powerful mystics in recorded history—a lover with an unfortunate past—makes the attack particularly reckless.”

Xander asked what the point was.

“Get Willow and Rowena and everyone else at each other’s throats,” Buffy said. “Spike did the same thing with a few words.”

Alex nodded. “Wolfram and Hart attacked Angel by tapping into Cordy’s mind and sending her visions that she thought came from the Powers That Be.”

Willow said: “How do we stop them?”

“There are two ways. One is certain to work and carries little personal risk for any of you … but it will take time and my firm cannot help you until the process is completed. We can force the Senior Partners into an Arbitration of a Dispute. But it will take at least two years to find a neutral third party to arbitrate.”

Willow shook her head. “We stop the attacks on my girl now.”

“That is up to you and your girl,” Alex said. “And the woman who inspires her jealousy.”

“I’m in,” Buffy said.

“This is not a physical struggle, Buffy,” Alex said.

“I. Am. In.”

“Are you three willing make love in the coven room, on a bed placed over an ancient spiritual symbol? Are you three willing to have erotic fantasies about women who make you feel sexually jealous? Are you three willing to make love with one another?”

Now, every single person in that room was blushing.

Including Alex.

Willow swallowed. “Is that the-the only way, Alex?”

“It will stop this telepathic attacker … and given that he appears to be operating alone … ”

Giles shook his head. “Y-you c-cannot b-be c-cert-certain of—”

“We didn’t even suspect anything until tonight,” Alex said. “Tara has been watching over Rowena and Willow, which perhaps gave them some small protection … but the Powers did not realize there was anything serious going on until we detected a tremendous surge of mystical energy directed at every mind in this building. Those would have been the precision Tabula Rasa spells. For one mystic to launch telepathic attacks on so many people at once … it would require the best Dark Telepath on Earth.”

“Bloody wonderful,” Giles said.

“It does mean that the attacker has severe limits,” Alex said. “He must be quite exhausted by his activities. He will not be able to strike again until he has had at least six or eight hours of sleep. I believe if we act quickly, you can destroy both his ability to bother anyone here and erect—perhaps I should say ‘build’—a mystical barrier that will shield you all from a similar mystical attack.”

Buffy tried to look at Willow, but couldn’t. Rowena looked at the conference table.

Alex said: “I realize this will be quite difficult for all of you, but I believe we cannot afford to waste time. My superiors inform me that someone has been asking about love spells. I believe the Senior Partners intend to escalate their manipulations of the Council very, very quickly. If you do not act before sunrise tomorrow … it may not be possible to stop them from making your lives quite unpleasant.”

Xander said: “OK, as a guy who was nearly killed by a love spell—”

Dawn said: “As a girl who nearly killed herself because of a love spell—”

Buffy said: “As a girl who nearly killed a man because of a love spell—”

Willow said: “As a girl who nearly turned a man into a girl because of a love spell—”

Rowena turned toward Buffy and, blushing, looked at the Slayer: “Buffy, if Willow is willing, w-w-will y-you mmm-make love with us?”

Willow looked at Alex. “You are absolutely sure this is the best way?”

Alex nodded. “The Powers are sure.”

“Buffy. Um. I. I hate to ask, but—”

Buffy quivered. She had never looked so frightened in all her life. This was a very long way—light years, in fact—outside Buffy’s comfort zone.

“Take me?” Buffy said. “I’m yours?”


Scene Ten


Int., living room of Dawn and Skye’s apartment.

Dawn and Skye sat side by side on the sofa. Dawn held the remote. Skye held a coin in her palm.

“Heads or tails?”


Skye tossed the coin. It landed heads up.

Dawn sighed. “OK, OK, we’ll watch X-Files before Crossing Jordan.”

“What have you got against the X-Files?”

“Too much like my childhood in Sunnydale,” Dawn said. “Besides … Gillian Anderson doesn’t really do anything for me.”

“She’s gorgeous!”

“Yeah, but she’s as short as Buffy and her red hair reminds me of Willow and … ” Dawn shivered. “I tried to fantasize about her once and it … squicked me.”

“And you like Crossing Jordan because—”

“Jill Hennessey’s boobs.”

Skye smiled. “Thank goodness I’m well endowed and don’t have to be all jealous.”

They switched on the Tivo and selected Skye’s program.

And they started the cuddle as they watched.


Int., Buffy’s guest apartment in Council Headquarters.

The bedroom TV set was on, but Buffy had her back to it. She was apparently one of those people who like to use the TV to provide them with background noise. She was oblivious to the Alias episode playing on the screen. Jennifer Garner’s voice said: “What was wrong with the black one?”

A grayish spider, about half the size of a dime, loitered on a shelf near the bedroom window. Oddly, it just stood there, tapping one of its eight legs rhythmically. The spider ignored the fly writhing in a nearby web. The gray spider also ignored the freshly decapitated the corpse of a comparatively large female black widow just inches away.

Meanwhile, Buffy stood at the foot of her bed, clad in a simple blouse and a very short skirt, staring at a variety of lingerie.

The doorbell rang.

“Oh, please, please let that be something non-creepy!”

She went out to the living room and to the door and opened the door to find—


Faith stood there in tight blue jeans and a plain t-shirt. You could see her sports bra through the fabric. Faith said: “We gotta talk about this real stupid idea a yours, B.”

The two women went into the living room.

The gray spider jumped to the floor and skittered after them, unobserved.


Int., Coven Room.

Willow supervised as the Watchers and Slayers in Training quickly painted over the pentagram symbol on the floor.

Someone grabbed her arm.


“I should like a word, Willow,” Giles said.


Int., Slayer’s Lounge.

The sign on the wall said: “No alcohol served—we don’t care HOW old your I.D. says you are.”

The sign contradicted the fact that Rowena was seated at a table, drinking a dark liquid from a glass. The dark liquid appeared to match the liquid inside the bottle of Chivas Regal standing in the center of the table.

“We have to talk,” Kennedy said.

Rowena looked up at her. “About?”

“About how this is a really, really messed up idea that could mess up you and Willow?”

Rowena smiled, but it was a cold smile. “Wanna take Buffy’s place?”

“No way! I couldn’t share Willow with anybody. That was one of the problems, remember? I had a lot of trouble with her doing Xander to give him back his eye. This is even worse. Sharing Willow with her freaking girlhood idol? Her drop dead gorgeous girlhood idol? No. Way. Never. Uh. Uh.”

“I don’t think we have a choice, Kennedy.”

“There’s lots of choices. We coulda let the First win. Buffy coulda killed Dawn to stop Glory—”

“I don’t think we have very many better choices, then,” Rowena said. “And precious little time to make them.”

“I get that, Rowena, but why aren’t you doing the Watcher research thing to find another—”

“For the same reason I’m getting just a little tipsy before my first three-way,” Rowena said. “I’m terrified.”

“If you’re afraid of losing Willow to Buffy, then you shouldn’t—”

“But that is precisely why I should … do … it … that … with … them … both,” Rowena said.

“Was there a sentence in all those words?”

Rowena lowered her eyes. “Kennedy … I’m always going to be afraid of losing Willow to someone who … is more comfortable with sex than I am. I think that is why Buffy frightens me more than any other woman. She may not have a history of being with women—that I know of—but she is certainly more experienced and adventurous in bed than any other person Willow knows.”

“Again—that’s why this is a dumb, stupid, lame, sick idea.”

“The best way to conquer a fear—or at least learn to live with it—is to face it head on,” Rowena said. “I can let some damned telepath attack me, or some psychopath manipulate me, or I can face my fear head on. Knowing full well the risk I take that … Willow will find out other women are a lot better in bed than I am.”

Kennedy said: “Then you have to tell her.”

“I have to tell who what?” Rowena frowned.

“You have to tell Buffy about what happened to you, so she doesn’t do anything to spook you in bed. This … ritual sex thing … doesn’t sound like something you wanna mess up by mistake.”

“I can’t tell her that.”

“Rowena, I’m not Buffy’s biggest fan by a long shot? But she won’t think less of you. And if you’re gonna be sleeping with her, I think she’s entitled to know how to make you feel comfortable.”


Int., Buffy’s living room.

The two women sat on the sofa, facing one another. Maybe “facing” wasn’t the right word. Buffy’s eyes were aimed at some spot on the floor. The spider darted from that spot to a place under the sofa.

Buffy did not look at all happy. Faith studied her former enemy’s face with a worried expression on her own.

“B, I gotta bring up a sore subject.”

“I heard about the Willow May Day orgasm.”

“I wasn’t talkin’ about that … What’d you hear?”

“That Willow can make you feel really good?”

“I gotta admit, the experience gave me a new appreciation of Sappho’s poetry—”

Buffy stared at Faith, her mouth agape.

“—but I was kinda thinkin’ a the time I hijacked your bod and boinked agent Finn.”

Buffy stood up and started to walk to her bedroom. “I don’t want to hear—”

“You know that wasn’t his fault, but it bothered you every time you touched him, right?”

Buffy spun around. “I’ll bet that makes you feel proud, Faith.”

“Not by a damn site, B,” Faith said. “But imagine how Blondie’s gonna feel makin’ it with her Willow from now on if she gets a full audio-visual-tactile experience of seein’ you with her redhead? It’s gonna fuck up their relationship something fierce, Buffy.”

“I don’t believe that. They love each other.”

“You and Angel loved each other, that didn’t help a damn.”

“I think we have to do this, Faith. If we don’t—”

“I’ll go to the nearest Wolfram & Hart office and kill some things.”

“Faith … close your eyes and inhale. Take a good long whiff.”

“I don’t—”

“Don’t make me beg, Faith, I’m really in a bad place right now.”

Faith rolled her eyes, then closed them and inhaled very slowly.

And frowned.

“Is that … Am I smellin’ your—?”

Buffy blushed and nodded. “Now go into the hall.”

Faith did just that. She closed her eyes and sniffed. She rushed back into Buffy’s guest apartment.

“It’s real faint, B, but—”

“Every woman in the building must be feeling … um … ”

“Horny,” Faith said. “Perfectly good word, B. And a very nice feelin’, too.”

“All of us?” Buffy frowned. “How come you’re not—”

“Probably not all of us, B,’cause that’d raise a red flag someplace. But seein’ as an awful lot of the chicks in this place are in their teens or 20s—”

“Making a lot of us … hot … wouldn’t strike anyone as odd—until it was too late.”

Faith frowned. “In other words, the thing you three are lookin’ to prevent might already be happenin’. Damn, B.”

“If you’ve got a better plan, I’m all for it.”

Faith was silent.

Minutes later, Faith snapped her fingers.

“You have a plan, Faithy?”

“More like a real big, dangerous bluff, Buff.” Faith frowned. “Faithy?”

“What’s your plan?”

“I gotta get Jeff.”

Buffy pouted. “Jeff?”

“He’s a Willow-trained Wiccan, B. He’s the one to help me.”

Buffy hiked up her skirt. “You wanna tell me the plan?”

Faith glanced at Buffy’s thighs. “Like I said, B, I’m gonna bluff. I’m gonna go to Wolfram & Hart and make a threat that I think I can back up if they force me to.”

“That being?”

“Will put Illyria in orbit above Earth, right? Bet she’s still alive up there. An’ I’ll bet the Senior Partners don’t want us to bring her back down for another spree of evil-lawyer slaughtering. So we’ll tell them to back off if they don’t play ball with us.”

The spider darted out from under the sofa, skittered across the room and made it’s way out of the apartment by the small space underneath the front door.

“Faith? Are you sure that’s such a good idea? Isn’t there something you’d rather do?”

“Like jump your bones?”

Buffy nodded.

“B, do you realize you just hit on me?”

Buffy put her hand over her mouth.

Faith said: “I better get the hell out of here, B.”

Buffy nodded as she reached for the phone. “I have to hell Willow that we better hurry.”

As Faith turned away, Buffy picked up the phone with one hand and with the other reached under her skirt. “Willow? If you get this message … we need to talk NOW.”

As Faith crossed the room, as Buffy spoke on the phone, Buffy’s eyes were glued to Faith’s ass. Buffy muttered something under her breath.


Int., hallway.

Faith closed the door behind her. “NOW she thinks I have a hot butt! She couldn’t’a figured that out in high school?”


Int., Giles’ office.

Tracey gazed beseechingly at Alex. “Give him back to me, please!”

“I would love to return your Andrew to you, but I do not think that would be good for either of you.”

“Why not? Why do you and that Johan—”


“—have to hijack Andrew’s beautiful body?”

Alex gave Giles a look that seemed to say, “She’s joking, right?” Giles gave Alex a look that seemed to say, “What can I say? She loves the pratt.”

Alex looked at Tracey. “Do you know anything about … Andrew’s past?”

“I don’t care what he used to be,” she said. “He’s a good person now!”


“He could be,” Alex said. “There was a time when the Powers regarded Andrew Wells, Warren Meers and Jonathan Levinson as potential champions.”

Giles took off his glasses. “You must be joking.”

Ignoring the Englishman, the female lawyer for the light said: “Then there was a time when the Senior Partners regarded the Trio as potentially great evils, rivals to Lucifer, The First and the Beast. At the moment … Andrew’s character and soul are … objects of contention. You could lose him. WE could lose him. It is best if he is … elsewhere for now. If he returns, he may be trapped in his own fantasy world forever.”

Alex morphed into Jonathan. “And you don’t want Andrew to be trapped there.”


“Believe me.”


Int., Andrew’s fantasy world.

Andrew was in a motel bedroom, screwing a cartoon character. Daphne of “Scooby Doo” fame.


Int., an erotic fantasy in progress.

The scene looked for all the worlds like the autopsy room of a medical examiner’s office, but pristine and free of clutter. In fact, it was very much like the set of an old TV series called “Quincy, M.E.”

On the metal slab in the autopsy room lay the partially covered remains of something that looked like a Hollywood rendition of an alien from space.

To the right of the table stood Dawn Summers and Dr. Jordan Cavanaugh. The busty Irish-American brunette was wearing a surgical mask and surgical gown. And nothing else.

Dawn wore a white bikini.

To the left of the table stood Skye and Special Agent Dana Scully of “The Ex-Files,” a slim, 5-foot-3 redhead with porcelain flesh and a fondness for snug, black dress slacks. Her white blouse was entirely unbuttoned, revealing a black lace bra.

Skye was nude.

“This can’t be real,” Jordan said.

“They look real to me,” Dawn said.

“I meant the deceased.” She smiled at Dawn. “Thank you.”

Scully said: “We’ll have to test the tissue to be certain it is organic.”

Skye said she had a better idea.

“And that is?”

Skye petted Scully’s bottom.


“Sounds good to me,” Jordan said. “Dawn?”


Int., Dawn and Skye’s living room.

Any other time, this room would have seemed like a part of the real world. But now, the boundary between reality and imagination was slim in the extreme.

Skye was on the floor on the left side of the sofa. Skye lay on her back. Skye was nude. Skye’s legs were spread wide and raised high. Skye humped her crotch up at an invisible lover.

Dawn knelt on the other side of the sofa. Dawn was also nude. She was poised as though she were straddling an imaginary lover.

Dawn moaned: “I love sitting on your face, Dana!”

They weren’t “acting out” a fantasy. Skye and Dawn actually believed they were living a sexual encounter with two fictional characters.

They were having an auditory and visual hallucination. And a tactile delusion, too.


Int., Coven Room.

Watchers and Slayers painted out the pentagram symbol. Outside, Vi, Kennedy and a couple other Slayers were waiting to carry a king sized bed into the Coven Room.

So that Buffy, Rowena and Willow could carry out the erotic ritual in time.


Int., Council airplane.

Faith strummed her fingers nervously on the armrest.

“C’mon, c’mon … I gotta get to W&H in time to save my friends.”


Ext., a helicopter pad in Cleveland.

The blades of the helicopter started to turn.


Int., the helicopter.

The pilot grumbled: “Took you long enough.”

His passenger, the little gray spider, crawled to the center of the passenger seat.

The spider said: “Radio them immediately. We may already be too late to stop the good guys.”

“If you hadn’t taken so long—”

“I’m smaller than a freaking dime, idiot! It’s awful hard to travel from one part of Cleveland to another, on foot, when you’re my size and trying to dodge all those big human feet! Now do as I say!”


Ext., the helicopter.

The aircraft rose above the city of Cleveland, Ohio, and hovered for a time.

A portal appeared before the helicopter.

The helicopter flew into the portal and disappeared.

A moment later, so did the portal.


Int. of bedroom, Buffy’s guest apartment.

Buffy was nude. She reached for her vibrator, but a strange woman’s hand fell upon it first.

The woman wore black lace lingerie. Buffy’s eyes lingered a little while on her garter belt. The other woman had a good 6 inches on Buffy. The other woman’s breasts were C-sized. Buffy’s eyes lingered a long while on those. Buffy muttered something about real and spectacular. The other woman’s hair was long, dark and parted in the middle.

“Who’re you?” Buffy asked.

“Special Agent Sydney Bristow, Central Intelligence Agency. I have to take this, Ms. Summers. It’s dangerous in the wrong hands.”

Buffy whined: “I need it.”

Sydney took off her black lace bra. “I’ll trade you the vibrator for—” Sydney blushed. “—me.”

A new female voice joined the conversation: “Step away from Buffy.” She spoke with a Jamaican accent.

Sydney Bristow looked over Buffy’s shoulder. “Who are you?”

The Jamaican beauty replied: “I am Kendra, the Vampire Slayer.”

And standing next to Kendra was another familiar face from Sunnydale.

Cordy Chase.

“I think it’s time I saved your ass, Buffy.”

“Angel’s ass is cuter,” said Kendra. “I can’t believe I just said that about a vampire. Me Watcher would kill me if—”

Sydney Bristow lunged at the two dead women.

Buffy grabbed the vibrator, sat on the floor and spread her legs.


Scene Eleven


Int., Dawn and Skye’s shared erotic delusion.

Dawn had her face buried between Dr. Jordan Cavanaugh’s legs. She fondled Jordan’s ass. Jordan had her head buried between Skye’s legs. She ran her fingertips lightly over Skye’s bare cheeks. Skye had her head buried between Special Agent Dana Scully’s legs. She gently fingered Scully’s anus as she languidly laved Scully’s labia. Scully eagerly and loudly slobbered at Dawn’s sex. She held Dawn’s behind in her hands.


Int., Dawn and Skye’s living room.

The two young women were on the floor, on their sides, each with one leg high in the air. They were several feet apart. Each young woman licked an imaginary crotch, blissfully ignorant of the fact that the crotches they were licking did not in fact exist.


Int., Buffy’s erotic delusion.

Sydney Bristow charged Kendra the Slayer and Cordy Chase.

Cordy just stepped to one side and let the late Slayer Kendra deal with the fantasy heroine of “Alias.”

Sydney Bristow tore Kendra’s blouse open, exposing a white sports bra.

Kendra ripped Sydney Bristow’s black lace bra off, exposing her breasts.

“Well what d’you know?” said Kendra. “They’re real! I would have bet me life, when I was still living, that they were not!”

Cordy circled the two warrior women, reached down and pulled Buffy off the floor.

Cordy said, “Gimme that, Buffy,” and snatched the now well-lubricated vibrator from Buffy’s hand.

“Hey! I need that! I’m—”

Kendra and Sydney Bristow suddenly stopped fighting. Sydney Bristow put her arms around her neck as Kendra slowly pushed Sydney Bristow’s black lace panties down her thighs.

Cordy slapped Buffy’s left cheek—it seems necessary here to point out that she struck the left cheek of Buffy’s face— with an open palm.


Int., Buffy’s bedroom.

Buffy sat up in bed.

She rubbed her cheek. “My dreams don’t usually feel so damn hard.”

“I’m usually not in them,” Cordy said.

Buffy jumped up and spun around.


“Temporarily in the flesh.” This was literally true. Cordy was nude. And her figure gave no sign that she had once given birth to a semi-divine being.

“Then the dream—”

“Enemy action,” Cordy said. “But Alias, Buffy? I know Jennifer Garner’s kinda good looking—”

“I don’t watch the show for her. The guy who plays Sydney Bristow’s dad is kinda hot.”

“Oh, of course, the older man with the dark side. Gee, Buffy, have you thought of trying something new?”

“You haven’t changed much,” Buffy said, crossing her arms. “I mean, apart from dying. What are you doing here?”

“I came to help.”


“When you have your threesome with Rowena and Willow, you want me to be your fantasy girl. I can pull you out if the bad guys pull a fast one.”

“I’m supposed to have a sexual fantasy about you?”

“You could do worse.”

Buffy frowned. “If that was real—”

Cordy nodded. “That was really Kendra.”

“But Sydney Bristow isn’t real—”

“Buffy? Between the Powers That Be and evil telepaths and dreams … just don’t try to make sense of it.”

“Will Kendra be OK?”

Before Cordy could answer, a female voice with a Jamaican accent moaned: “You know what I like, Sydney Bristow!”

Buffy sighed. “Great. I get to have sex with Willow and Rowena in reality and Cordy in my head! I don’t know why I keep vacationing on the Hellmouth. I never have a good time.”

“I think I should tell you … there’s a little bit of a string attached the this.”

Buffy glowered at Cordy. “I just know I’m not going to love this.”

“Well, for the threesome to work … one of us has to be jealous of the other.”

“I was never jealous of you,” Buffy said. “Not sexually.”

“No, but I was plenty jealous of you. I fell in love with Angel, too. Only I never got to make love with him. You did.”


“So, um, could we, make love the way you and he made love?”

“That would require one of us to have a penis.”

“In fantasies, all things are possible,” Cordy said. “Which brings me to the string.”

Buffy made a face. “I couldn’t let Andrew screw my ass instead?”

“At the moment, he’s screwing someone else’s ass.”


Ext., New York Office of Wolfram & Hart, Manhattan branch, evening.


Int., office of the late Lilah Morgan.

The little gray spider looked up from her desktop.

“Will you please let me return to my normal size?”

“Tell me again about Faith Lehane’s plan.”

The spider sighed. “She plans to come to a nearby Wolfram & Hart office—”

“Nearby where?”

“Near Cleveland, I suppose. Probably one of our New York offices.”

“Go on.”

“She plans to tell Wolfram & Hart to lay off the telepathic attacks or she’ll have someone named Jeff—”

“Who is?”

“A Wiccan trained by Willow Rosenberg,” the spider said. “He’ll bring Illyria back to slaughter Wolfram & Hart employees.”

Lilah slammed her palm on the desktop, narrowly missing the spider.


Lilah snatched up the telephone. “Tell the telepath he’s got a new tar—I don’t care! If he has to break off all his other attacks to do this, he has to do it. He has to target Illyria. We gotta make sure her mind is … anywhere else … in case the Council brings her back to Earth.”

The little gray spider jumped to the floor and muttered something about getting his big brother.


Ext., a Council airplane landing at the New York airport.


Int., another office within Wolfram & Hart, New York.

The man with no skullcap, at least not at the moment, sat at a desk with his chin in his hands and his elbows on the desktop.

“Is Ms. Morgan sure? ’Cause once I break off the attacks, it’ll be awhile before I can start again.”

A large spider demon, about a third the size of a Volkswagen bug, nodded. “She is sure, my brother is sure and I am sure. If you would rather become food for my spawn—”

The telepath closed his eyes. “Understood, sir. But this could take a—”

“Awhile, awhile, I understood you the first 10 times you said it. Why should it take so long?”

“Thoughtwaves can only travel so fast, ma’am, and Illyria is in outer space. Plus, demons are much harder to read than humans so—”

“Just get to it.”

The telepath closed his eyes.

Moments later, tears ran down his face and blood dripped from his nose.


Int., Dawn and Skye’s living room.

Skye’s eyes fluttered open.

She frowned. “Where’d Jordan go?”

Her eyes widened and her cheeks turned very red as she realized that “Jordan” never existed in the first place.

She looked around and gasped at the sight of Dawn.

Who was engaged in what looked like an intense 69 with … someone who wasn’t really there.

“And I was creeped out when Buffy walked in on us. Dawn! DAWN! SNAP OUT OF IT!”


Ext., outer space.

Illyria floated over the Earth, unmoving, oblivious.

Her eyes snapped open.


Int., Hyperion Hotel (as Illyria imagines it and Fred’s corpse remembers it).

Fred was walking in a circle, ringing a little bell in her right hand as she held a candle in her left. Willow smiled at her. Willow stepped in front of Fred. She tilted Fred’s chin with one hand, put the other hand on the small Fred’s back.

Willow pressed her lips against Fred’s lips. Willow slid her hand slowly down Fred’s back and gently but firmly ran her hand over Fred’s behind. With her other hand, Willow took the candle from Fred and dropped it to the floor. She ordered Fred to drop the bell.

“Yes’m,” Fred whispered as she dropped the bell.

Willow kissed her lips again. Fred started to put her arms around Willow’s neck, but Willow broke the kiss and said, “Not without my permission, Fred,” and emphasized her point by stepping away from Fred.

The little brunette pouted. “May I kiss back, Willow?”



Willow smiled and pulled Fred into a tight embrace. She Frenched the little Texan and used both hands to fondle Fred’s behind through her miniskirt. Fred slid her hands down toward Willow’s breasts.

Once again, Willow stepped away. “I’ll leave right now unless you promise you won’t make a single move without my permission.”

Fred lowered her head. “Yes’m.”

“Yes, ma’am, what?”

“Yes, ma’am, I promise to be a good girl and not make a move without your permission.”

Willow smiled. “Are you excited, Fred?”

“Permission to speak freely, ma’am?”

“Yes, Fred.”

Fred started to raise her face.

“I didn’t give you permission to look at me, Fred.”

Fred lowered her eyes again. “Yes’m. I apologize, ma’am. It’s just that I am very hot right now.”

“Are your panties soaked?”

“I’m not wearing underwear, ma’am.” Fred blushed.

“Thinking about spending the night with Wesley?”

“Charles,” Fred said. “Charles Gunn. My ex-boyfriend. Ma’am.”

“After I go home, you’ll be free to be with as many men as you like. Some of them are really nice and a few of them are good in bed,” Willow said. “Especially werewolves. Now look at me and undress.”

Fred smiled at Willow and started to dance as she unbuttoned her blouse.

“No offense, Fred, but I find strip teases boring. Just get naked and get on the counter in the lobby. I’m going to eat you where anyone in the world can catch us.”

Fred quivered as she stripped for Willow.

A husky voice asked: “Got room for one more, Red?”

Joyce Summers’ voice said: “WAKE UP, FAITH!”


Ext., Council airplane, landing in New York.


Int., Council airplane.

Faith’s eyes snapped open.

“Whoa! What the hell was that all about?”


“An’ do I wanna know the answer?”


Int., Hyperion Hotel (as Illyria imagines it and Fred’s corpse remembers it).

“Where did she go?” Fred asked.

A nude Fred was now seated on the counter of the reception desk in the lobby of the Hyperion Hotel.

Willow, also nude, shrugged and spread Fred’s legs. “Question.”


“Answer me honestly, now … finger, lips, tongue or teeth?”

“I’d like you to decide, ma’am.”

Willow licked her lips, “Nibble, comin’ up,” and put her head between Fred’s legs.

Fred clutched at Willow’s hair and groaned happily.

Willow glanced up from Fred’s crotch and stopped nibbling her.

Fred whined in protest. “Please, Willow—I mean, ma’am, don’t—”

“I want your eyes open at all times, Fred.”

Fred nodded and played with Willow’s red hair. “Yes’m.”

“That’s better,” Willow said, before she resumed nibbling Fred’s clit.

From off stage, Fred’s voice said: “I’m not really all that submissive.”


Int., the observation lounge of Fred’s lab at Wolfram & Hart.

Fred was dressed in a simple floral pattern blouse and a brown miniskirt—similar to, but not identical with, the outfit she was wearing in the Hyperion Hotel scene—and over that outfit, she wore a white lab coat. She stood at the window of the observation lounge. It should have looked down into a Wolfram & Hart lab, but in fact Fred was watching as — in the lobby of the Hyperion Hotel—Willow Rosenberg nibbled Fred Burkle’s clit.

“You do not enjoy being conquered?” Illyria asked.

Fred glanced over her shoulder at Illyria. The little blue demon was clad in black leather. Her head was tilted to one side, her eyes were wide and her gaze was locked on Fred’s legs.

“It was never my thing,” Fred said. “I think’ cause I’m petite an’ all, I kinda prefer being on top.”


Int., Fred’s room in the Hyperion (as Fred remembers it).

Fred straddled Charles Gunn and rode him aggressively. He seemed both pleased and intimidated at the same time.

“It’s always the quiet girls!”

“Charles . . . please . . . be a . . . lamb . . . and . . . shut up . . . and . . . FUCK MY BRAINS OUT!”


Int., the observation lounge of Fred’s lab at Wolfram & Hart.

“I think I would enjoy being conquered sexually,” Illyria said.

Illyria reached out and removed Fred’s lab coat.

Fred looked a little anxious, but she didn’t do or say anything to resist.

“The Great Illyria, famous for all her conquering, wants someone to conquer her?”

“I believe the human expression is, ‘been there, done that.’ I wish to experience something unique in my nether regions.”

Fred looked at Illyria. “My murderer wants … what, exactly?”

“For you to have your way with me sexually,” Illyira said.

“And what do I get out of this?”

“Your first orgasm since your demise?”

“Try again.”

“You may … discipline me … provided you lick my navel.”

Fred nibbled her right thumbnail and tapped her left foot as she pondered the offer.


Int., the main bathroom in Willow and Rowena’s apartment.

Rowena’s hands trembled as she tied the sash of her white terrycloth robe.

She glanced in a mirror and saw Tara’s face instead of her own.

She spun around.

Tara was wrapped in a blanket. She smiled shyly. “Hi.”

Nervously, Rowena reached out and touched Tara’s face.

“OK, you’re not The First … why are you here?”

“Have you selected your fantasy? The girl you’re going to think about while you’re with Buffy and Willow?”

Rowena blushed. “N-no.”

“May I? May I be your fantasy?”

“Shouldn’t you be Willow’s fantasy?”

“Normally … but since I’m really going to be there … Willow can’t think about me. It’s one of the consequences of what she did. Besides, we said good-bye once and it’d really mess her up if we keep saying good-bye over and over and over … to be healthy, my Willow has to move on without me … and, this way, I can make her girl feel safe and comfortable.”

“Safe, maybe. But comfortable? I’m about to have sex with Buffy!”

“She’s probably pretty good,” Tara said. “I mean, Angel lost his soul from having sex with her.”

“How precisely is that fact supposed to comfort me?”


Int., Buffy’s bedroom.

Buffy stared in disbelief at Cordy. “You want me to pretend I have Angel’s … penis?”

“Haven’t you ever wondered what it’s like to have one?”

“Not really,” Buffy said. “I mean … they make men do such stupid things, it always seemed like it was a terrible handicap to have one.”

“You do have a point there.”

“Besides, this is a Hellmouth. I might—”

“As long as you don’t make a wish out loud, it’s just a fantasy. And since I’m an ex-higher power, you’re protected.”

“Do we really need to do this?”

“Let’s put it this way, Buffy. The evil telepath is a man … when he sees all the girl/girl fantasies going on in your head and Willow’s head and Rowena’s … he’ll get so sucked in that he won’t notice the trap the Powers have set for him until it’s too late.”

“And that trap is?”

Cordy smiled. “Andrew.”


Int., Andrew’s erotic fantasy.

Andrew sat on the edge of a bed in an inexpensive motel room. The cartoon character named Daphne raised her head from his lap. Her red hair and pretty face were soaked in Andrew’s sperm. The thick white fluid dripped off her chin.

“Could we have a three-way, Andrew?”

“Not with Scooby!” Andrew said. “Maybe Shaggy?”

“I was thinking Thelma.”

Andrew didn’t seem thrilled with the suggestion. “Betty Rubble?”

Daphne shook her head. “I don’t do cavewomen.”

“Josie and the Pussycats?”

Daphne shook her head. “Marge Simpson?”

“Now you’re creeping me out,” Andrew said. “How about Kim—”

Daphne snapped up an eraser. “Finish that sentence, Andrew, and I’ll castrate you!”

“Daphne? I’m not a cartoon,” Andrew said. “An eraser wouldn’t hurt me.”

“You’re not a cartoon? You sure act like one.”


Int., Willow and Rowena’s bedroom.

Willow tied the sash of her red terrycloth robe.

A familiar voice said: “Would you be willing to have lesbian thoughts about me in your head?”

Willow turned to face Anya. She blushed. “Um, a-ac-actually, I was gonna ask Faith if—”

“Faith is on her way to New York to threaten Wolfram & Hart. She’ll fail … but she might buy you a little more time. They’re so busy trying to short circuit her plan, they haven’t caught wind of Alex’s plan.”

“In that case … ”


Int., observation room of Fred’s lab in Wolfram & Hart (as Illyria remembers it).

Fred reached out and unzipped Illyria’s leather cat suit.


Close up, a bare table in the lab.

Fred roughly shoved a very nude little blue demon onto the tabletop. Fred, who was as nude as Illyria, pulled back her hair, dipped her head, and began planting soft smooches and “butterfly kisses” on Illyria’s tummy, taking care to closely circle but never quite touch the demon’s navel.

“Winifred Burkle … I beseech you … I beg of you … I implore you … I appeal to you—”

“Mmmm … matter a fact, you do … mmmmm … ”

“Please lick my navel, Winifred. … I ache for you … ”

Fred giggled, then lightly touched Illyria’s belly button with the tip of her pink tongue.


Int., Coven Room.

The Slayers and Watchers placed the very large brass bed in the center of the room, so that it covered the symbol of Rowena’s faith.


Int., Buffy’s bedroom.

Cordy shivered and sighed happily as she came down from her climax.

Buffy said, “It creeps me out that you came so hard just watching me put on underwear.”

“Lingerie,” Cordy corrected as she licked her right index finger clean. “Ready?”

“Let’s go … I’m not sure what to say. Kick their ass?”

Cordy frowned. “Did you say kiss?”

“KICK, Cordy, KICK some ass.”

“More like … have some.”

“The things I do to save the world,” Buffy said as she tied the sash of her black terrycloth robe.


Int., Lilah Morgan’s office in Wolfram & Hart, New York.

The door flew off its hinges and slammed into the floor.

The telepath, seated at the desk, seemed quite oblivious. He was sobbing and drooling now, even as blood dripped from his nose.

Faith lunged at him, but a giant spider demon dropped from the ceiling and landed on top of her. It wrapped her in webbing—and bit her.

Lilah said: “Don’t kill her—orders from above.” Lilah frowned. “Below?”

The spider demon reluctantly climbed off the brunette Slayer. “OK, OK.”

Lilah turned to the telepath. “You have to work on Faith and Illyria at the same time.”

The telepath whined in protest—and started to quiver violently.

The spider demon admired Lilah’s behind.



Int., Faith’s erotic fantasy.

They were in Angel’s mansion in Sunnydale.

Buffy was chained to the wall. Naked.

She and Faith were alone. Faith was also naked.

Faith leaned in so close, their breasts mashed together. “I hope you’re a screamer, B.”

Before Buffy could reply, a female voice said, “I hate to interrupt, but I’m Detective Olivia Benson, Special Victim’s Unit.”

Faith glanced over her shoulder. She had a look of severe boredom upon her face. “New York’s the other side of the country, ’Liv. You got no jurisdiction.”


Close up of Det. Olivia Benson, nude.

“Do I look like I’m here on official business?”

“My safety word is Xander,” Faith said.

“Mine’s Angel,” Buffy said.

Faith scowled at her.

“Mine’s ACLU,” said the fictional policewoman.


Scene Twelve


Int., library of Watchers Council.

Giles was on a ladder, looking at titles, furiously searching for an alternative to Alex’s plan. For some way to block the Wolfram & Hart telepath from literally fucking with the minds of all the Slayers and Watchers in Cleveland.

Two female voices, both familiar, said: “Hello, Rupert.”

Giles froze. He whispered: “Impossible.”

One of the voices said: “Is it hot in here? It feels very warm.”

The blood drained from Giles’ face.

“It’s all the free-floating sexual energy,” the other woman said. “It has an aphrodisiac effect on the dead and the supernatural. That’s why Alex and Jonathan keep switching places while Andrew’s up there. So they don’t get insanely excited … the way … we’re getting excited for our ex-lover.”

Slowly, he turned his head to look at the faces that he probably never expected to see again.

Jenny Calendar, clad in a white sweater and a long dress. The outfit only hinted at her shape. Standing beside her was another familiar face of someone who had died in Sunnydale years before.

Joyce Summers, clad in the blouse and skirt she’d worn the day she died.

“The First can only impersonate one dead person at a time,” Joyce said.

“Which is why the Powers sent us both,” Jenny said. “Rupert, you have to hurry.”

“Faith has been captured by Wolfram & Hart,” Joyce said. “She’s in New York.”

Giles climbed down the ladder very quickly for a heart attack survivor of his advanced age.

“I wish I could—” He stopped.

The two dead women shook their heads simultaneously.

“Go, Rupert,” Joyce said. “The Powers can’t protect her from the telepath.”

“Not while she’s unconscious or asleep,” Jenny said.

Giles rushed out the door, his cell phone already in his hand and to his ear.

Jenny looked at Joyce. “Have you been working out?”


Int., Kennedy’s living room.

Kennedy was seated on her sofa, her head on her chest, her eyes closed.

She was asleep.

The Powers could not protect her from the telepath’s thoughtwaves.


Int., a hallway in the Watchers Council headquarters.

Alex asked Buffy and Willow to switch places.

Now Rowena stood at the left in a white terrycloth robe, Buffy in the middle in a black terrycloth robe and Willow on the right in a red terrycloth robe. It was impossible to see exactly what each woman was wearing beneath her robe, but each woman clearly wore nylons that matched the color of their robes.

All three women wore expressions on their faces that reminded you of deer caught between two on-rushing headlights.

Behind Alex stood Dawn, Skye, Vi and Xander. They, too, wore terrycloth robes. But they had their regular street clothes on underneath the robes. Xander and Vi looked well groomed. Dawn and Skye looked like they’d just rushed to the office after a night of sex with perfect strangers.

Rowena whispered to Buffy: “There’s something about me you need to know.”

“I think we’re going to get to know each other soon enough,” Buffy said.

Rowena whispered something in Buffy’s ear. The blonde Slayer’s face darkened.

“Did he go to jail?”

“He’s dead,” Rowena said.

“Good,” Buffy said. “I’ve never killed a human being and I don’t want to start. And nobody hurts my Willow’s girl.”

Rowena frowned. “Why do other women keep calling her ‘their’ Willow?”

Vi said: “Shouldn’t one of them be a brunette?”

Willow and Rowena looked horrified by the question.

Alex chuckled. “It isn’t an issue, ladies.” She pointed at Buffy.

The blonde Slayer blushed.

Vi said, “I don’t get … Oh.” She suddenly slapped the back of Xander’s head. “Stop thinking about it. The only pubic hair I want on your mind is mine!”


Ext., Illyria floating in space above the Earth.


Int., observation area of Fred’s lab at Wolfram & Hart (as Illyria remembers it).

Fred Burkle giggled. She sat nude on an examination table. Illyria, also nude, was bent over her lap. Fred’s fingertips lightly explored Illyria’s buttocks.

“No wonder so many men back home had tents in their pants,” Fred said. “I had a fine behind.”

Interestingly, aside from the Caucasian human flesh and the blue demon flesh, there was no noticeable difference between naked Fred and naked Illyria. Both women had lighter skin on the parts of their body that would normally have been covered by a bra and panties. Where Fred possessed (one assumes) pale white cheeks, Illyria possessed powder blue cheeks.

“While I am sure the sight of your backside made many a penis and clitoris erect, I fail to see how your conceited appreciation of your own posterior will provide me with the discipline I crave,” Illyria said.

“Illyria, bottoms don’t criticize tops.”

“Winifred, I agreed to bend over your knees for a reason. I wished to be disciplined. So far, I have only been caressed and while your touch is light, even pleasing, it hardly—”


Illyria’s head snapped up, her eyes were wide with shock. “You struck me.”

A silhouette of Fred’s hand now adorned Illyria’s left cheek.

Fred’s right index finger traced the outline of her handprint. “I spanked you.”

Illyria titled her head. “An interesting sensation. Is that it? A single blow to—?”


After the last blow, Fred ordered Illyria to straddle her lap and kiss her. Illyria immediately stood and gave Fred a Mona Lisa smile. Then the little blue demon straddled the lap of the little brunette Texan and put her arms around Fred’s neck.

Illyria said, “I lust for you, Winifred,” and kissed Fred’s mouth.

Oddly, both women held their eyes open as they kissed.

And as they probed each other’s mouths with their tongues, Fred gave Illyria another spanking.

SMACK! Caress, caress. SMACK! SMACK! Caress. Caress, caress. SMACK! Caress, caress, caress. Caress, Caress. SMACK! SMACK! SMACK! SMACK! Stroke.

Illyria’s ass was no longer powder blue, but navy blue instead. Illyria sighed contentedly into Fred’s mouth.


Int., a hallway in the Watchers Council headquarters.

Alex said it was time to begin.

Dawn and Skye took each other by the hand and, walking in perfect lockstep with one another, strolled down the corridor chanting the same words over and over:

“Carpe eros. By the Goddess. By the Trinity. For justice. For freedom. Carpe eros.”

The young lesbian couple marched down the hall until they reached the entrance of the Coven room. Jeff greeted “the lovers” and opened the door for them.

Dawn and Skye entered, kissed each other’s hands and cheeks and lips and turned their backs on one another. Dawn circled the big bed clockwise; Skye circled the bed counter-clockwise. Dawn stopped at the foot of the bed. She stepped backward 10 feet, then sank to her knees. She lit a red candle and put on a green blindfold. Red for passion, green for jealousy.

“Carpe eros,” Dawn said.

Skye stood behind the headboard of the bed. She stepped backward 10 feet. Skye sank to her knees. Skye lit a green candle and put on a red blindfold. Green for jealousy, red for passion.

“Carpe eros,” Skye said.

Together, they said, “Carpe eros.”


Int., Angel’s mansion in Sunnydale (as rendered in Faith’s sexual hallucination).

“Mine’s ACLU,” said the fictional Det. Olivia Benson.

Faith smiled. “Wanna help me top B or you wanna join her as my bottom.”

Olivia held up a pair of handcuffs. “New chain of command, Faith. Olivia, Buffy, Faith.”

“I ain’t exactly sub material,” Faith said.

Buffy — who of course wasn’t the real Buffy, but Faith’s fantasy of a sexually submissive Buffy — Buffy Summers said: “You have to try it, Faith. And handcuffs? The best. You can move around a lot more than a girl who’s chained to a wall.”

“I can’t top B?” Faith asked.

Olivia Benson said: “Admit it, Faith, you’ve got a lot of guilt about the things you’ve done. This is a way to get rid of it.”

Faith looked at Buffy. “I know you two ain’t real, but—”

Buffy said: “As long you don’t do something that makes you feel ashamed, she’s right. My whole thing with Spike was feel shame, feel guilty, screw Spike to punish myself, feel guilty about screwing Spike, have him punish me some more—”

Faith made a face. “At least with Angel it was healthy. Doomed, but healthy.”

Olivia said: “Buffy, get some ice and a candle.”

Faith said: “Ice and a candle?”

“You’ll love it.”

Faith said: “Do you have enough cuffs for both me an’ B?”

Olivia nodded.

Buffy said: “I don’t think there’s a fridge in here.”

“Get them from the fireplace.”

And, this being Faith’s erotic hallucination, that’s exactly what Buffy did. She slipped her hands out of the manacles that chained her to the wall and crossed the room to the fireplace. As she walked, both Faith and Det. Benson admired her figure. The nude blonde smiled knowingly as she bent over, reached into the flames and pulled out a 10-inch long white candle. She reached into the fire with her other hand and pulled out a bucket of ice cubes.


Int., a hallway in the Watchers Council headquarters.

Jeff closed the door on the young lesbian couple and waived for the next pair to follow.

Vi and Xander took each other’s hands and began walking and chanting.

“Carpe eros. By the Goddess. By the Trinity. For justice. For freedom. Carpe eros.”

The heterosexual couple marched down the hall until they reached the entrance of the Coven room. A blushing Jeff greeted “the lovers” and opened the door for them.

Vi and Xander entered, kissed each other’s hands and cheeks and lips and turned their backs on one another. Vi circled the big bed clockwise; Xander circled the bed counter-clockwise. Vi stopped at one side of the bed, to the left of where Dawn knelt. She stepped backward six feet, then sank to her knees. She lit a white candle and put on a black blindfold. White for good, black for evil.

“Carpe eros,” Vi said.

Xander stopped on the other side of the bed. He stepped backward six feet. Xander sank to his knees. Xander lit a black candle and put on a white blindfold. Black for evil, white for good.

“Carpe eros,” Xander said.

Together, Xander and Vi said, “Carpe eros.”

Together, Dawn, Skye, Vi and Xander said, “Carpe eros.”

Xander alone blushed.

Jeff told them to plug their ears.

All four groped blindly and carefully on the floor in front of them. Each of the four put rubber plugs in their ears.


Int., Andrew’s erotic fantasy world.

Daphne the cartoon character sighed happily as Andrew the flesh and blood human had her in the missionary position.

And as Andrew drilled Daphne, Tracey smooched Andrew.


Int., a hallway in the Watchers Council headquarters.

Jeff closed the door on the two couples and waived at the remaining trio.

Rowena took Buffy’s right hand in her left. Willow took Buffy’s left hand in her right. Together the three marched.

“Carpe eros. By the Goddess. By the Trinity. For justice. For freedom. Carpe eros.”

The sexual troika marched down the hall until they reached the entrance of the Coven room. Jeff greeted “the lovers” and opened the door for them.

The three women entered the room. All three were trembling, but Buffy trembled so violently that both Rowena and Willow looked worried.

Jeff closed the door.


Int., Council library.

Jenny’s clothes were scattered on the floor between the entrance and the first table in the library. Joyce’s clothes were neatly folded in a pile.

Jenny turned her back on Joyce, who gasped and sighed contentedly. Jenny smiled knowingly as she bent over the edge of a library table.

Joyce said: “You have such a nice, lovely, ass, Ms. Calendar.”

“Call me Jenny, Joyce. If we’re going to be lovers—and we’re going to be lovers for a long time, Joyce—I think we should be on a first name basis.”

Trembling, Joyce knelt behind Jenny. She slowly, perhaps reluctantly, lowered her eyes from Jenny’s backside to admire Jenny’s vaginal lips and her deep brown public hair, sprinkled here and there with gray curls.

Joyce leaned in, closed her eyes, inhaled the other woman’s scent. “Um, Jenny, I think you should know, I’ve never been with a woman. I’m actually something of a homophobe.”

“Get any closer to my pussy and you’ll be over that in a hurry,” Jenny laughed. “Just … has a man ever given you head?”

“Only one,” Joyce said. The cheeks of her face reddened. “Rupert.”

Jenny frowned. “When was this?”

“Oh, long after you died,” Joyce said. “A spell made us … well, we had sex on the hood of a police car. Twice.” Joyce giggled. “We left quite a few dents on the hood of that car.”

“Are you sure you were under a spell?” Jenny asked. “We left several dents on the hood of a police car at a monster truck rally.”

“Monster truck rally?”

“I thought Rupert would like to try something new.”

Joyce licked her lips. “I think I’d like to try something new.”

Then Joyce spread Jenny’s vaginal lips with her fingers and slowly eased her tongue inside the Gypsy beauty.

Jenny Calendar groaned. “Oh. Yeah. I recognize Ripper’s techni—EEEEEEE!”


Ext., Coven Room.

Jeff leaned back against the door. He was sweating and blushing and he looked extremely uncomfortable. Not odd, considering the considerable tent in his trousers. He did not notice Giles rushing down the hallway.

Jeff said: “Damnit! This is the worst possible time to get a hard-on!”

“Welcome to the bloody club,” said Giles, who also had a bountiful bulge in his pants.

“Hey, where did Alex go?”


Int., Coven Room.

Willow said: “First, some privacy for my beautiful lovers.”

She waved her hand.

Dawn, Skye, Vi and Xander all disappeared—as did the candles.


Int., bedroom of Vi’s apartment.

Their clothes arrived first. Vi’s clothes materialized, folded neatly and placed on the floor at the foot of the bed. Xander’s clothes materialized next, scattered randomly over the floor.

Then Xander and Vi appeared. Nude.

Without a word, without bothering to question just how this had come about, Vi grabbed Xander’s erect penis and pulled him to the bed.

“Ow! Ow! Ow! And STILL more romantic than Faith!”


Int., bedroom of Dawn and Skye’s apartment.

Their clothes arrived before them. Dawn and Skye’s clothes materialized at the same time—floating in mid-air. Closet doors opened and hangers floated out to meet the attire. The clothes were quickly hung up and floated into the closets. The doors closed.

Then the two young women materialized on their backs in the bed.

Dawn rolled on top of Skye.

“Wait! Dawn, if we get trapped again—”

“You wanna pick a girl we can share?”

Skye nodded “Do you like Charmed?”

“I prefer Smallville.”

Skye shook her head. “Lois Lane doesn’t do anything for me.”

“Chloe Sullivan’s cute,” Dawn said.

“How about Lana Lang?”

Dawn shook her head. “It’d be too much like making out with myself.”

“How about Martha Kent?”

“Oh. Yeah. She is. Sssssooo hot.” And with that, Dawn kissed her Skye.

“Should I be worried that you’re into redheads?” Skye asked.


Int., a pitch black room with a bed in it (Kennedy’s erotic dream.)

The room was pitch black, except for the spotlight on the bed and the dimly lit area for the audience.

Suspended above the bed were two large metal rings that were attached to the ceiling by chains. A beautiful blonde vampire, wearing her human face, reached up and grabbed the rings. History remembered her as Darla, Sire of Angelus. Darla pulled herself up and off the bed. She lifted her legs into the air.

Another naked and beautiful blonde, this one the very human Buffy Summers, knelt on the bed. Darla wrapped her legs around Buffy’s head. Buffy reached up and grabbed Darla’s ass to hold her up.

A brunette vampire, her face all lumpy, climbed onto the bed. Drusilla. The slim, pale vampire almost put her mouth on Buffy’s breast.

Darla said: “Remember, darling, you may suck with your lips and your tongue but NOT your fangs.”

Drusilla pouted and said, “Yes, mummy,” then gently took Buffy’s right nipple into her mouth. She, too, reached up and grabbed Darla’s ass to help hold her up.

Buffy spread her legs, not easy in her position, and raised her ass so a redheaded vampire—Willow, of course—could slide underneath the Slayer. Once VampWillow was in position, Buffy lowered her crotch to the woman’s mouth.

Finally, Harmony joined the other females on the bed. She straddled Willow’s torso, leaned forward, spread Buffy’s buttocks and buried her face between them.

Watching all this were a shocked Kennedy, a clearly, ahem, entertained Jonathan and a slightly irked Alex.

Kennedy said: “Why do I have this horrible feeling that this is one of Rowena’s fantasies? ’Cause mine usually involve that racing chick.”

“She is quite fetching,” Alex said. “But to answer your question, no, this is not one of Rowena’s sexual fantasies. I think this is a composite of several sexual fantasies. If I am right, it means Wolfram & Hart’s telepath is losing his grip.”

Jonathan trembled violently and whined: “I can’t watch this with two women.”

Before either Alex or Kennedy could comment, the women on the bed started making their own audio contributions to the scene.

Willow, between slurps, praised the taste, texture, scent and symmetry of Buffy’s sex.

Harmony stopped a moment to pout and complain that she was beginning to enjoy this way too much. Then she dove back into the crevice of Buffy’s backside.

Drusilla continued to suckle at Buffy’s breast. She stopped just long enough to ask if Darla still needed her support.

Buffy said: “No, she—”

Darla groaned: “Damnit, Buffy, don’t stop! Dru, go ahead and fingerrrrrrrrrrrrrr … ”

Drusilla lowered her left hand from Darla’s rump and began rubbing her own crotch.

Buffy resumed eating Darla’s pussy as she held the 500-odd years old vampire up by the ass.

Darla threw back her head and cried: “You’re better than Angel! You’re better than Spike! You’re better than the Immortal!”

Buffy took her mouth off Darla’s crotch long enough to ask how come she and Darla had so many lovers in common.

“Beats me, darling,” Darla shrugged.

Buffy closed her eyes and put her mouth back to work.


Int., Tracey’s bedroom.

Tracey had fallen asleep crying over Andrew’s … circumstances.

And that meant Tracey was without the protection of the Powers.

And that meant that Tracey really was with Andrew and Daphne.

And that meant that Tracey was trapped in Andrew’s fantasy. Making love with Andrew … and a cartoon character.

From the smile that now slowly crept over her face … that didn’t bother Tracey at all.


Int., Coven Room.

Rowena took off her white terrycloth robe, revealing white nylons, a white lace garter belt and matching white lace panties and bra. She folded up the robe into a neat square and slid it underneath the bed. Rowena asked Buffy to take off her robe.

The little blonde Slayer, trembling, shrugged and let her black robe drop to the floor. Her outfit was a match for Rowena’s, except that it was all black lace.

Willow took off her robe and tossed it aside. Her lingerie was red. Flame red. Blood red. Passion red. If you haven’t got the picture by now, there’s no point in belaboring it any further.

“We’re ready to begin when you are, Rowena,” Willow said.

Buffy trembled violently. From the look on her face, you might have thought she was anything but the Greatest Slayer of All Time.

Rowena said: “If you don’t want to go through with this, Buffy, Willow and I would understannnnnnnnnnnnn—”

Buffy’s mouth was pressed against Rowena’s mouth.

Rowena must have enjoyed the kiss. In moments, her hands were all over the Slayer. Willow just stood there, dumbfounded.

Then, after awhile: “Um, hello? Here now.”

Rowena broke the kiss. Willow turned Buffy around, pulled her close and gave her a soft little kiss that became warmer and wetter and harder with each heartbeat. Willow put her hands on Buffy’s ass. Rowena kissed the back of Buffy’s neck. Buffy put her arms around Willow’s neck.


Int., the wreckage of the Magic Box (home to Willow’s erotic fantasy—or Anya’s).

Willow looked around the ruins of the business. “Why are we here?”

“Because this is my fantasy.”

Willow looked down and saw she was wearing a black leather outfit. Her hair was black, although Willow may not have known that, and she had a couple of very distinctive blue veins in her face.

Anya’s hair was blonde, in a ponytail, and the former demon was wearing the same conservative outfit she’d been wearing the day Willow went postal.

“I don’t think so, Anya.”

“This. Is. My. Willow. Fantasy.”


“You have to have a fantasy and you have to have a fantasy about a woman who makes you jealous and since I’m your fantasy girl, I get to choose the fantasy. This is it.”

Willow frowned. “This is creepy, Anya.”

“I’ll do almost anything.”

A man, being male, would have jumped at that offer, but Willow, being female, could not be so easily seduced.

“Tell me why you’re afraid of rabbits.”

Anya shook her head.

Willow took off her top, exposing a black bra. “You want to touch me—”

“On my first assignment as a vengeance demon, I tried to turn an unfaithful man into a girl rabbit,” Anya said. “But I screwed up and turned myself into a bunny instead.”

Willow giggled. “So?”

“The spell was to make him into a girl rabbit in heat. So I was a girl rabbit in heat.”

“Still confused.”

“I was the only girl rabbit in heat in a barn filled with 5,000 male rabbits.”

“Some of them … mounted you?”

“All, Willow, all 5,000 of them.”

Willow gaped at her.

Then: “I don’t have to act evil, do I?”

“Oh, no, I didn’t find you at all sexy when you were evil,” Anya said. “But you are very nice looking when you’re homicidal and I thought it would be fun to play dress up during our sexual encounter. Actually, I would rather be the naughty one.”

“Oh … kaaaay … ”


Int., Angel’s first Sunnydale apartment (as Buffy remembers it).

“I think I like it,” Cordy said, surveying the somewhat Spartan surroundings of Angel’s place.

Buffy groaned. She and Cordy were both nude but, unlike Cordy, Buffy was growing a new appendage. Cordy watched in astonishment as Buffy Summers grew a penis. A slightly longer and thicker one than the average male would have. (According to Council Archives, vampires are usually 1 and 1/4 inches longer than the original human hosts.)

“Um, Buffy, no offense, but I think you’re doing it wrong.”

“I’m not doing anything, Cordy … except … get very hard.” Buffy frowned. “It actually hurts a little.”

“And it doesn’t look right,” the brunette said. “There’s too much skin.”

“Oh, that,” Buffy said. “It wasn’t common for Irish Catholics to be circumcised when Angel was human.”

“OK, Angel and Catholic in the first sentence—” Cordy stopped. “That’s Angel’s cock?”

Buffy nodded.

“The one he—”

“Took my cherry with,” Buffy said. “The same boner I’m going to put in you.” Buffy frowned. “As soon as I get over this strange urge to gawk at your rack.”

“You’ll do me exactly the way he did you?” Cordy asked.

Buffy said to Cordy: “I love you, Buffy. I’ve tried to fight it, but I can’t—”

Suddenly, Cordy and her clothes were soaked and Cordy was shivering. Buffy was dressed like Johnny Cash in a long coat and she, too, was soaked from head to toe. A hard penis stood proud through the open fly of her black pants.


Int., Willow and Tara’s dorm room (as it appears in Rowena’s erotic fantasy).

Rowena and Tara stood in Tara’s college dorm room. Moonlight fell through the windows. Otherwise, the room was very dark. Tara held a burning candle in her hands.

“I’m going to make love to you now, Rowena,” Tara said.

And Tara blew out the candle.

“Why does this seem very familiar?” Rowena asked.


Scene Thirteen


INT., Coven Room, Watchers Council, Cleveland, Ohio.

The three women were still dressed, if lacey lingerie counts as attire, but things had definitely warmed up in the Coven Room. Buffy had hickies on both sides of her neck and it didn’t take a forensic scientist to see that different mouths had bitten her.

Each of the three women was covered head-to-toe with lipstick imprints left by the kisses of her two sexual partners. If you knew how to read lipstick imprints, which are unique, you could tell who kissed who, where, and how often. Rowena and Buffy’s breasts, still encased in lacey bras, had received much attention from Willow. Buffy and Willow’s thighs had received a great deal of attention from Rowena. Willow and Rowena’s faces were covered with Buffy kisses. The rear panel of Rowena’s white lace panties was also covered with lip marks. From both Buffy and Willow.

It was impossible to tell who had worshiped Buffy’s spine. But whoever did it had licked each vertebrae after each kiss, leaving a smeared red splotches wherever she had kissed the little Slayer.

Willow’s thighs, knees and ankles were glistening wet. And, no, not from sweat.

Buffy’s panties were ruined: they were so completely soaked-thru that the black dye had begun to run down her legs.

At the moment, Rowena stood between her two lovers. Buffy kissed Rowena’s forehead. And each of her closed eyes. And each of her cheeks. And her chin. Buffy left hand played with Rowena’s hair. Her right hand was inside Rowena’s panties, rubbing her sex. Rowena groped Buffy’s rear as Willow sucked on the index finger of Rowena’s free hand.

Rowena’s thighs were sweaty. But apparently Rowena needed a little help to become wet …


Int., bedroom of Angel’s penthouse apartment at Wolfram & Hart (as Illyria imagines it and Fred’s corpse remembers it.)

Illyria and Fred lay in bed, rubbing noses.

Illyria’s blue hair was a tangled mess. Her blue skin was so sweaty that the bed sheets clung to her body. Fred’s brown hair was a tangled mess. Her cauc skin was nearly as sweaty as Illyria’s.

Illyria licked her juices off Fred’s chin. “The taste of your spend pleases me, Winifred.”

“How can you taste a figment of your imagination?”

“I accessed your memories of tasting yourself.”

Fred blushed.

“The change in your pigmentation excites me, Winifred.”

Fred’s smile was wicked. “As excited as a few minutes ago?”

Now Illyria blushed—a disturbing concept, given the nature of the little blue demon. “I am ashamed I took such delight in perversion—”

“Spooning is not perversion!”

“The act cannot produce offspring, nor can it establish one party’s dominion over another, nor does it even induce sexual climax. By any reasonable measure, the act of . . . spooning, you called it? . . . is a thing done for the sake of doing. A depravity, surely.”

Frustrated, Fred sighed.

Then Illyria did something that, for her, was quite unusual. She became . . . shy. “I. Have a request, Winifred.”

“What’s that?” Fred smiled. “More spooning?”

Illyria quivered. “Must you tempt me with talk of delightful yet unnatural acts? I have a serious request to make of the being who has taken from me my skull.”


Illyria frowned and tilted her head. Her eyes suddenly looked out of focus, as if she were looking inward. “Heart. Humans use the word heart. Odd. It is the brain that controls feeling, that houses mind, memory and soul—and the brain is located in the skull.”

Fred said: “I don’t underst—Illyria, are you saying you … love me?”

“You are pleasing to my eyes, my skin, my fingers, my tongue. My rage and ambition fade before your smile. I am content when you spank me.”

“This is going to sound strange coming from the woman who paddled you—”

“In the future, Winifred, I prefer your hand to that ping-pong instrument,” Illyria said.

“—but that is the single most disturbing thing I have ever heard. And I worked for Wolfram & Hart!”

“I would have us perform the marriage ceremony of my people.”

“I’m dead, Illyria. I’m just a figment of your imagination. I’m not real.”

“I know your every experience and emotion, for I have access to all of your memories. I even have access to memories you could not access in life because there was more data that your conscious human mind was capable of processing,” Illyria said. “I know of every kiss you have ever received—like you, I cannot fathom whether Charles Gunn or Wesley was more skilled in that art—I know your virtues and your sins, your values and your fears . . . I have been more intimate with you than any lover you have ever known and this was true long before I pondered what your embrace might be like. Rule is now beyond my grasp. Floating in space, I have no companionship other than yours. I do not wish to be isolated. One day, I will return to Earth and after I have extracted full measure of vengeance for the death of Wesley, I will find the witch who cast me into orbit above your world and ask her to restore your soul. Once that is done, I know a way to restore your physical body to you. Then we may live together as queen and queen, though we have no kingdom to control.”

“You realize I would leave you, don’t you?”

“The marriage ritual binds two partners in life until assassination or divorce tears the bond asunder. If you choose to divorce me, I shall submit to your decision. But I should warn you: the divorce ritual is quite revolting.”

“I know I’ll never forgive myself for asking, but—”


Int., Coven Room.

Willow stood in front of Rowena; Buffy behind her. The redhead and the dyed-blonde were both administering hickies to the natural blonde between them. Buffy’s hands pawed Rowena’s behind. Willow’s hands squeezed Rowena’s boobs.

Rowena sighed: “Suck my breasts, girls.”

Willow reached for one of Rowena’s bra straps, but Buffy ripped the white bra off Rowena’s body before Willow’s fingers could traverse the distance between bra cups and bra straps.

“Hey!” Willow said. “That was a $350 bra!” Obviously one that Willow had paid for.

Rowena said it was all right.

“Since when are you so frivolous about money?”

“It turned me on,” Rowena said.

“Oh. In that case, Buffy, rip her lingerie off.”

And damn if Buffy hadn’t accomplished just that task in the time it took Willow to finish that sentence. Now Rowena wore only two white stockings on her legs and both had suffered some small damage when Buffy ripped the white garter belt off Rowena’s body.

“You’re harder on undies than Kennedy was,” Willow complained. “Slayers!”

“Right now, call me a Layer,” Buffy said. She spun Rowena around to face her and took Rowena’s right nipple into her mouth.

Willow shrugged, circled around Rowena and took the Canadian’s left nipple into her own mouth.


Ext., hallway just outside Council library.

Ignoring the WITs and SITs in the corridor, Giles pushed his way through the library doors and went inside. He either didn’t see or ignored the crudely fashioned “Don’t Disturb” sign taped to the door handles.

As the doors swung shut, the WITs and SITs in the corridor froze as they heard Rupert Giles shriek:


Joyce Summers’ voice said: “Ohmigosh, Rupert!”

Giles immediately came back into the hallway.

He dropped his glasses to the floor and stomped on them.

He shouted: “Students are officially forbidden to enter the library for the rest of the day!”

From inside the library, Jenny Calendar’s voice called out: “Could you make that a week, Rupert?”

Joyce laughed.

Giles sighed. “Thank the Lord Becca isn’t involved in this madness.”


Ext., Becca’s Books, night.

The sign on the door said “closed.”


INT., area behind the cash register.

Becca was asleep at her desk.

Beside her on the desk were several hardcovers and paperbacks and two galley proofs—bound paperbacks created by publishers shortly before the official publication of books. Galley proofs are not supposed to be sold or resold, but a few invariably wind their way into the hands of booksellers and collectors.

The books nearest to Becca were three books: a hardcover reprint of Kipling’s “The Jungle Books;” a paperback reprint of Edgar Allan Poe’s “Tales” — which included the very first pure “mysteries” in the history of crime literature — and a galley proof of Mickey Spillane’s “The Body Lovers.” While Spillane was a significantly less important literary figure than the others—even his fans would agree with that—a galley proof of the first edition of “The Body Lovers” would fetch a higher sale price than the latest in a very long line of reprints of either Poe or Kipling.

Especially this particular galley proof. For Spillane posed on the front cover of the book, portraying his fictional hero Mike Hammer. This was a first in the history of crime fiction and that alone would have added value to the book. But Spillane’s wife, at least the woman he was married to at the time the book was published, also appeared on the cover.

And to add further value to this rather rare tome, both Spillane and his wife had autographed it.

If you looked very carefully at Becca’s face, you might notice that beneath her eyelids, her eyes were moving very rapidly. Rapid eye movement sleep is the dream stage of sleep. Would she dream about a fictional character created by one of the three authors? Or would she dream about one of the authors?

To paraphrase a line from a short Kipling story—“Rikki Tikki Tavi,” a “Jungle Book” tale—let’s run and find out.


INT., Becca’s Books (as Becca’s erotic dream rendered it.)

Becca, quite naked, clutched her cash register for support. She clutched the register so tightly that she apparently broke four of her 10 fingernails. Her breasts were mashed against the machine. Sweat oozed from all her pours. Her hair was a mess, the $300 hairstyle completely ruined. From the way she was moving, it was obvious that she was aggressively humping her haunches back to meet the relentless thrusts of a male sex partner. Her thigh muscles twitched from the strain of having held this position for hours—at least, as she had imagined the passage of hours—and her buttocks rippled as the man’s pelvis smacked into her backside.

(This, at least, established that her sexual partner was a human person if not a real person.)

Becca smiled contentedly. She made very little noise beyond the normal labored breathing of someone engaged in prolonged physical activity.

Nearby, two unseen men were having a bitter argument. One accused the other of being a misogynist.

“Use words people can spell, mister! And where’d you get that outfit?”

“The point you seem to be deliberately ignoring, my good man, is that in your consistently unfortunate portrayals of the female of the species—”

Behind her, Becca’s sexual partner, Edgar Allan Poe, smiled sweetly and said, “Ignore them, dear Lenore.”

“My … name … is … Becca!”

“You have your fantasies, I have mine,” said Poe.

“Shut … up … and … sodomize … me.”

“That’s what I’ve been doing.”

“Next … fantasy … Dickens and … Doyle. Those … guys … know … how … to … give …anal.”


Int., Kennedy’s living room.

Kennedy was still asleep on her sofa, still trapped in an erotic dream that probably wasn’t her own.


Int., Kennedy’s erotic dream/nightmare/hallucination.

Buffy sat on the face of Vamp Willow as Harmony applied her tongue to an even more intimate part of Buffy’s anatomy and as Drusilla sucked on one of Buffy’s breasts. As all this was going on, Darla used gymnastic rings to lift herself up and wrap her legs around Buffy’s head so that Buffy could eat her. Drusilla helped hold Darla in place by grabbing one of Darla’s cheeks with her hand while the index finger of her other hand explored a very private part of Darla.

Watching from the nearby shadows were Alex, Jonathan and Kennedy. Kennedy looked flabbergasted. Jonathan looked embarrassed and ashamed. (The shame probably had something to do with the raging boner in his pants.) Alex had an expression of … curiosity … and appreciation … and growing desire on her face.

She kept sneaking glances at Kennedy and Jonathan. As if considering making a choice of some sort between them.

Meanwhile, on the very large bed, the Slayer/vampires orgy continued.

Harmony raised her face from between Buffy’s cheeks to whine that she was getting very horny and not getting any pleasure from her sexual labors. Drusilla stopped sucking Buffy’s breast to issue the same protest.

Darla groaned. “Damnit, girls, not when I’m so fucking close! B-b-buffy, baby, would you mind if—?”

Buffy stopped eating Darla’s pussy, shouted, “Vamp! Bot! Get in here!” and went back to work.

Two more Buffies suddenly appeared beside the bed. One Buffy was nude and had the lumpy forehead, yellow eyes and sharp fangs of a vampire. The third Buffy was fully dressed in a skirt and had a really big, bright and quite moronic smile on her face.

“Hi, I’m Buffy! This is Buffy, too, and that’s a third Buffy on the bed having all kinds of homosexual sex. We’re very pretty.”

Harmony frowned. “God, you’re an idiot!”

VampBuffy said: “Then you two are perfect for each other. Robot, do Harm while I eat Drusilla.”

BuffyBot frowned. “Do Harm? I am programmed to obey, but I can’t do harm to anyone. My program prohibits me from harming vampires without Spike’s permission.”

VampBuffy rolled her eyes. “I meant for you to have sex with Harmony.”

“Oh. Spike’s ex-girlfriend. We can talk about how good it is to fuck Spike after we have sexual intercourse.”

VampBuffy rolled her eyes. “It’s almost enough to make a girl dust herself.”

Drusilla shrugged and resumed sucking HumanBuffy’s breast. Harmony put her face back between HumanBuffy’s buttocks. VampBuffy climbed onto the bed and began fingering both of Drusilla’s passages as she sank her fangs into Drusilla’s neck. (Hey, VampBuffy did say she was going to “eat” Drusilla.)

BuffyBot knelt next to the bed. Smiling sweetly, she said, “Run oral sex program. Variation 3—A—1, cunnilingus from behind.”

Her face went blank for a moment.

Then she smiled and began sucking Harmony’s slit.

BuffyBot made a sound like … an industrial vacuum cleaner?

Darla groaned.

Like all vampires, Darla could change the appearance of her face from that of someone who looked like a human being to that of someone who used to be a human being.

Darla’s face still looked human at this point.

Then a human-looking blonde with tattoos emerged from the shadows clad only in white underwear.

Verucca. The werewolf-girl who tired and nearly succeeded in stealing Oz from Willow. Until she made the fatal mistake of trying to kill Willow.

The werewolf, remaining in her human form—you’re no doubt relieved to read that—climbed onto the bed and put her head between the legs of VampWillow.

VampWillow screamed into HumanBuffy’s vagina.

VampHarmony screamed into HumanBuffy’s ass.

Drusilla’s scream of pleasure was muffled by HumanBuffy’s breast in her mouth.

HumanBuffy screamed into VampDarla’s cunt.

Darla threw back her head and shrieked.

Nearby, Alex whispered to Kennedy that Darla sounded more like a banshee than a vampire.

Kennedy shook her head. “Thank goodness Buffy’s straight as a stake or I never would’ve had Willow for a day.”

Jonathan did something you would not expect most horny young male virgins to do in the presence of a lesbian orgy. He turned his back on the orgy.

Back on the bed—more accurately, above the bed—Darla’s face morphed from that of a human to that of a vampire and from vampire to human and from human to vampire; human, vampire, human, vampire, human, vampire, human, vampire, human, vampire.

“Buffy! Buffy! Buffy! Buffy! Buffy! Buffy! Buffy! Buffy! Buffy! Buffy! Buffy! Oh, god! Oh, god! WHO’S YOUR SIRE?”

Nearby, Kennedy looked a question at Alex.

“Vampire equivalent of who’s your daddy. Or, in this case, mommy.”

Kennedy looked sick. “I think I’m off sex for life.”

Alex sighed. “Then my decision is made. Jonathan? I understand you died a virgin?”

Jonathan lowered his head, as if his virginity were the most shameful fact of his life.

Alex said: “It is a law of nature that virginity and life are neither sins nor virtues, but morally neutral states. And it is also a law of nature that while both life and virginity are temporary, you may keep your virginity so long as you wish it. If you do not want to remain a virgin … I would be delighted to help you lose yours.”

“You’re only saying that because evil telepath made you horny.”

Kennedy coughed, excused herself, and slipped into the shadows. To give the dead boy and the lawyer for Light some privacy.

Alex said: “I could take any willing partner who would have me. I have access to both the living and the dead, and among the dead the damned and the blessed and the forgiven.”

“But you’re trapped here,” Jonathan said. “You don’t really want me.”

A female voice said, “Hey, if you don’t want her, I’ll take her.”

Alex frowned. “What are YOU of all vile beasts doing here?”

“Beats me,” said the blonde woman named Glorificus. “But I’m horny and I’m pissed and if I don’t get some soon I might just return to Earth and go looking for the Key again.”

Kennedy emerged from the shadows and decked Glory. “You guys gonna fuck or stand here watching the orgy?”

Alex and Jonathan looked at the bed.

Darla and the others had finished with their orgasms and were now working on having more. The orgy had turned into an elaborate (and mildly confusing) daisy chain. HumanBuffy nuzzled VampWillow’s pubic hair; VampWillow gave butterfly kisses to Harmony’s labia; Harmony slowly smooched Druisilla’s sex; Drusilla fingered BuffyBot’s vagina; ’Bot Frenched Darla’s slit; Darla ate Verucca pussy (if pussy is the right word for a werewolf’s privates); Verucca languidly (and loudly) lapped at Vamp Buffy’s crotch and VampBuffy performed oral sex on HumanBuffy.

Jonathan said: “I really don’t know how to satisfy a woman—”

“Proving that virgins are not much different from other men,” said Alex as she reached for Jonathan’s zipper.

Kennedy turned her back on them and covered her face with her hands.

“I miss Sunnydale.”

Kennedy didn’t see Glory disappear. And she didn’t see Althena Dimmons materialize behind her.


Int., Coven Room.

Buffy pouted.

Willow said: “Sorry, Buffy, but you can’t undress me. You undressed Rowena, so Rowena gets to undress me. Then I undress you.”

“Can we hurry, Will? I’m so damn hot and—OH!—Rowena’s really good with her fingers!”

Rowena kissed Buffy’s right earlobe, knelt beside the redhead and began to lower the sheer red stocking that covered most of Willow’s right leg.


Int., bedroom of Angel’s penthouse apartment at Wolfram & Hart.

The bed frame was broken. The mattress was on the floor, several feet to one side of the bed. The blankets and sheets were shredded. At the foot of the bed, naked on the floor, lay two very sweaty women with contented expressions on their faces: Illyria and Fred.

Illyria purred as she nuzzled Fred’s neck. “I should have described the divorce ritual when we began. Never has anyone become so primal with me off the field of battle. I am now Winifred-smitten. And I wish to be smitten again and again and again.”

Fred smiled like a predator. “You know what I want to hear.”

“If I say the words, do I have your permission to propose?”

Fred said: “You already won that, Smurfette.” She pinched Illria’s backside.

“I love you, Winifred Burkle, owner of my skull.”

Fred kissed Illyria’s forehead. Oddly, the little blue demon who liked to be spanked quivered violently—as if a kiss on the forehead were the most exotic of erotic acts.

“I wish to see you tempted by another,” Illyria said. “If that lover tempts you, yet you cast that lover from your bed at my request, though you ache for sexual release, my proposal is complete and you need only test my resolve to claim me as your spouse until death or divorce severs our marriage bond.”

Fred frowned. “You want to watch me screw another woman?”

“Or male, if that pleases you.”

“And then I’m supposed to watch you with someone else?”

Illyria nodded. “If that one tempts me, yet I cast that one from my bed at your command—a command I intend to obey—then our next kiss binds us.”

“But I’m dead, Illyria.”

“In this, I waive the requirement of life in my lover and offer to be bound to you only so long as you wish me enchained. Mere death will not end our union.”

“How would this work? When would we begin?”

Illyria stood up and walked to the door. She opened the door. Four women came in.

Nina Ash. Buffy Summers. Eve. Willow.

“You wondered what these women were like in bed. I offer one of them, the one of your choosing, to be your lover as I watch. If you reject them all, you reject my proposal of marriage. If this is to be a proper test, I imagine Willow Rosenberg would be the one who tempts you most.”

Fred looked at each of the four women.

Fred smiled.

Fred spread her legs.


The others disappeared.

Eve eagerly jumped onto Fred.

Illyria frowned. “Eve’s bottom is much too symmetrical for my liking.”


INT., Coven Room.

Willow smiled. “You like?”

Now entirely nude, the redhead spun slowly for her two admirers.

Buffy sighed. “I never thought I’d say this to a woman but you have the best ass.”

She suddenly got a worried look on her face and started to speak to Rowena.

“Don’t worry about it, Buffy. I like her ass too.”

Buffy didn’t look very reassured. Rowena kissed her mouth. Buffy kissed back. Rowena squeezed the bottle-blonde Slayer’s breasts through her black lace bra. Buffy reluctantly pulled her mouth away from Ro’s and looked at Willow. “Can Rowena help you undress me?”

Willow closed her eyes.


“My fantasy lover says yes.”

Rowena said: “Mine too.”

Buffy frowned. “My fantasy lover is just moaning.” Buffy looked at Rowena. “Should I tell you—”

Rowena shook her head. “Fantasies lose their power if you describe them.”

“So I shouldn’t tell you who I’m with?”

Rowena closed her eyes again. “That’s up to you.”

Buffy swallowed. “Cordy.”

Willow said: “Anya.”

Rowena blushed. “Tara.”

Tears rolled down Willow’ face. “My best girls finally got to meet.”

Then she looked at Buffy and gave the Slayer a very predatory smile. “Rowena takes off your top, I take off your panties and we share the leggings. And you.”

Buffy’s knees started to buckle, but Rowena caught her as Willow dropped to all fours and, growling, crawled over to her best friend.


INT., Angel’s mansion in Sunnydale.

Det. Oliva Benson held a white candle in her hand. A flame flickered as she tilted the candle.

Det. Oliva Benson said: “Wax on … ”

Two drops fell onto Faith’s right thigh, just inches from her pubic mound. Faith, her hands cuffed behind her, gasped.

Buffy, her hands cuffed in front of her, knelt nude beside Faith. But her eyes were locked on Det. Oliva Benson. Who said: “Wax off, Bottom Buffy … ”

Buffy smiled, said, “Yes, Det. Benson,” leaned forward, nuzzled Faith’s clit, then very gently scraped three dried splotches of wax off of Faith’s left inner thigh. Buffy kissed each red spot that was exposed by the removal of the wax.

“Ice on, Buffy … ”

Buffy said, “Yes, Det. Benson,” and applied an ice cube to Faith’s clitoris.

Faith’s body shook as Buffy held the cube to her clit. The cube, exposed to the body heat of both Buffy and Faith, dripped cold water onto Faith’s labia.

Det. Benson said: “Give me some tongue, Faith.”

Det. Oliva Benson lowered her mouth to Faith’s and they kissed.

Buffy, meanwhile, continued to hold the ice cube to Faith’s clit.

When Det. Benson broke the kiss, she said, “Good, Faith.”

Faith groaned, “B, please, I can’t … ”

Buffy said: “Det. Benson, Bottom Faith requests that I remove the cube from her clit.”

Det. Benson said: “Mouth on, Buffy.”

Buffy replaced the ice cube with her mouth. Faith stammered: “R-r-request p-p-permission t-t-to c-c-cum!”

Buffy raised her head, drawing a disappointed groan from Faith. Buffy said: “Det. Benson, Faith would like to cum.”

Det. Oliva Benson smiled salaciously. “Tell her no. If she cums without permission … I’ll think of something kinky.”

Faith gaped at her. “You don’t call this kinky?”

“I call this kink 101,” Det. Olivia Benson said. “I think you’re ready for 202. And I think Buffy’s ready for promotion from bottom to top.”


INT., Coven Room.

The three women were finally in bed together. Buffy was on her back, trembling violently. Rowena and Willow knelt between her spread legs, leaning forward so that both women were very close to Buffy’s sex.

So close, when they spoke, their breath caused her pubic hair to stir.

“Do this, Rowena,” Willow said. The redhead leaned forward and slowly ran the tip of her tongue from the bottom of one vaginal lip to the clitoral hood. Then the Witch dipped her head again and used the broad part of her tongue to lick the same flesh. Then she brushed her nose lightly against Buffy’s button and the dipped her head once more, slipping her tongue between Buffy’s folds for a fleeting moment. Willow pulled her tongue out of Buffy’s slit and Frenched Rowena.

“Your turn.”

Rowena did exactly as Willow had done, but to the other vaginal lip. This went on until Buffy sobbed that she needed release.

“Her honey or her clit?” Willow asked.

“You’re never going to have her again after tonight,” Rowena said. “It’s your choice.”

“Nibble her for me? The way I like?”

Rowena smiled and put her teeth to work on Buffy’s love button as Willow languidly and loudly lapped at the juices inside the Slayer.


INT., Andrew’s erotic fantasy world.

Tracey was on her hands and knees. Tracey’s breasts bounced vigorously as Andrew vigorously took her from behind. Her face glowed, suggesting that her tears were tears of joy.

“That’s [moan] it, [huff] baby, you [pant] know what [whine] I like … I love you, Andrew . . . ”

A nude cartoon character, Daphne, opened a drawer, tossed aside a pad of paper, a Gideon Bible and a pen. Then she looked up, said, “Thank you,” before removing a pencil from the drawer.

Then Daphne began erasing herself.

Behind her, Thelma, Fred, Shaggy and Scooby waited their turn. All were nude, although it seems unlikely Scooby was ever dressed in the first place. Daphne’s scarf now served as a blindfold for Thelma. Fred’s ascot served as a blindfold for Fred.

When Daphne was gone, Shaggy scooped up the pencil. “W-who’s, like, next, man?”

Scooby said: “Ro rums, Raggy.” Translation: No thumbs, Shaggy.

“Guys, would you mind if, like, Scooby went next?”

Thelma and Fred agreed that Shaggy should help Scooby.

And so Shaggy, tears rolling down his cartoon face, began erasing his best bud.


INT., Coven Room.

Buffy keened, Rowena cursed.

“Damnit! Girl cum in the eye really hurts!”

Buffy, convulsing from her first climax of the night, was unable to comfort Rowena.


INT., the ruins of The Magic Box (Willow’s sexual fantasy).

“I like the plastic penis,” Anya said. “But I am not having sex in that position.”

“Why not?”

“You may call it doggie style, but it reminds me of . . . ” Anya shuddered. “B-bunnies.”

Willow looked guilt-stricken. “I should have realized, Anya. How about standing up?”

“That doesn’t sound very sexy.”

“Next to the cash register.”

Anya smiled. “Seductress.”


INT., Coven Room.

Willow sat upright in the bed, propped up on a mountain of pillows. She held Rowena in her arms as Buffy ate the blonde Canadian. The Watcher’s eyes looked glazed and she had a silly smile on her face.

Willow whispered: “Aren’t you glad we ate her first?”


INT., Council library.

Joyce and Jenny were standing up, doing it against a wall. Jenny had two fingers of her right hand between Joyce’s legs.

Joyce gasped as every muscle in her body twitched.

Jenny kissed her nose. “You look so beautiful when you cum.”

“J-jenny?” Joyce’s eyes seemed out of focus for a moment. Then they cleared and she smiled happily at the other woman. “Oh, good, this was real.”

Jenny smiled. “I’m that good?”

“I was having a fantasy … ” Joyce frowned. “It was very disturbing.”

“I was having a fantasy, too,” Jenny said. “About you.”

Joyce beamed and Frenched the Gypsy woman.

Jenny sighed: “I think I have a crush on you, Mrs. Summers.”

“Are you seeing anyone … up there?” Joyce glanced toward the ceiling. And presumably toward heaven.

“A couple guys, a few girls … nothing serious,” Jenny said. She slipped her fingers out of Joyce and offered them to the mother of The Last Chosen One. “You?”

“No, thanks, Jenny, I prefer the taste of your juices to mine,” Joyce said. “I was seeing a couple of guys, but I broke it off they got much too jealous for my taste. I hate it when men fight over me. ”

“Some women like that.”

“When I was young and stupid I liked it and I married Hank Summers because he beat up another man for me.”

Jenny frowned. “Wait a minute! Two men fought over you? The only fight in heaven in the last million years … Oh! My! God! Humphrey Bogart and Robert Mitchum fought over you?”

Joyce blushed.

Jenny giggled. “My girlfriend is a femme fatal.” Jenny licked her lips. “Bend over that table, Joyce.”


INT., Coven Room.

Rowena was on her back between Buffy and Willow. She frowned as the two friends shared a heated kiss that lasted a good 30 seconds. When Buffy and Willow ceased kissing, they each gave Rowena an intense kiss.

“I don’t know about Will, but I’m still hot.”

Rowena swallowed hard. “I … hate to … let you two down … but I’m exhausted … could you two … would you mind if I … just watched?”

“Won’t you get all jealousy?” Willow asked.

“A little, but … we’re going to be at this all night and only one of us has Slayer stamina.”

Buffy gave Rowena a sympathetic look and kissed Rowena gently on the mouth. Their tongues danced briefly before Buffy broke off. “You tell us what to do, ’K?”

Rowena turned to Willow. “You and Buffy are going to have a six nine.”

“That’s 69,” Willow corrected.

“Buffy on top.”


Int., Xander’s bedroom.

Vi and Xander were engaged in good, clean, basic, missionary position sex.

Vi screamed: “Bang me, ball me, cock me, dick me, drill me, fuck me, hump me, lay me, nail me, pork me, screw me, FUCK! OH, SHIT! FUCK! FUCK! OH, SHIT! FUCK! FUCK! OH, SHIT! FUCK! FUCK! OH, SHIT! FUCK! FUCK! OH, SHIT! FUCK!”

Xander groaned: “And STILL, significantly more romantic than Faith.”

“Xander, mention her in bed again and I’ll rip your balls off with my teeth! Now FUCK ME, damnit, I love you!”

Xander sighed. “It’s always the quiet ones.”


INT., Coven Room.

Buffy beamed as she rubbed her cheek against Willow’s opening. “She’s so damn gorgeoussssssssssssssssssssss—”

Underneath her, Willow tongued Buffy’s private place. One of Buffy’s private places. She ate the Slayer with her eyes open and gazed with admiration and raw lust at the blonde’s backside as she slowly explored the backside with her fingertips.

Rowena asked: “Does she taste like me?”

Willow slipped her tongue out of her best friend to answer her lover’s question. “Every girl tastes different, Rowena.”

Willow resumed her erotic feast. Her best friend moaned into her crotch. Her love watched and masturbated.


Int., bedroom of Dawn and Skye’s apartment.

Skye sat upright in the bed, cradling her lover in her arms. Dawn’s mouth was over her breast and her eyes were shut.

“Dawn, honey?”


With trembling fingers, Skye touched Dawn’s neck.

“You’ve got a pulse, thank goodness!”

Then Skye frowned.

“Honey, I don’t know where you are, but I’m going in after you.”

Skye leaned back her head until it touched the wall behind their bed. She closed her eyes.

Moments later, she was fast asleep.

Minutes later, Dawn cried out in her sleep: “Bonnie, get your hands off my girlfriend’s boobs RIGHT NOW!”


INT., Coven Room.

A few minutes had passed. Rowena groaned that she couldn’t take it any longer. She asked the two women for permission to join them. Neither the bottle-blonde nor the redhead said anything. Without missing a single stroke of their tongues, the two women waved at the Watcher to come join them.

Rowena climbed on top of Buffy, lowered her head and began gently kissing the tender flesh between Buffy’s buttocks and her pussy.

Buffy clutched Willow’s behind so hard, she left deep scratches in the Wiccan’s can.


INT., Angel’s first apartment in Sunnydale (as Buffy remembers it.)

Cordy was on her back, legs spread wide, moaning in arousal and frustration. Buffy, knelt between her legs and slowly, gently, rubbed the tip of the uncircumcised penis against Cordy’s opening.

Cordy said: “Damnit, Buffy, you’ve been teasing me with that thing forever.”

Buffy, oblivious, said: “I am going to do this very slowly, Buffy. If I rush I could really hurt you and you are the one person I am never, ever going to hurt.”

Cordy sighed. “You actually think that you’re Angel and that I’m Buffy, don’t you?”

“You are so beautiful, so soft, so warm … my … organ isn’t too cold for you, is it, baby?”

“More like room temperature, Buffy.”

Buffy eased the tip between Cordy’s folds, drawing a moan from the brunette.

Buffy said: “I’m just going to press into your hymen—”

“Would now be a bad time to tell you that I lost my virginity before I ever met Buffy? I mean—you?”

“Oh, Buffy, my cushla!” Buffy slid into Cordy very quickly now—not thrusting, exactly, but moving as if an obstacle had been removed.

Buffy lowered her mouth to Cordy’s as Cordy sighed in pleasure. As they kissed, an angel tattoo slowly appeared on Buffy’s back.

Cordy wrapped her arms and legs around Buffy.

Buffy held her close and called her “cushla” over and over again.


INT., Coven Room.

Outside popular entertainment, lovers seldom climax together. But Buffy and Willow climaxed together. Each woman arched her back as she began her convulsion. Each woman threw back her head as she creamed for her sexual partner. The two women thrashed so that Rowena fell off them and rolled right off the bed.

“That was certainly undignified,” Ro said.



On the floor next to the bed, Rowena sighed sadly. The woman who had long feared Buffy would steal away her Willow whispered softly: “I can’t imagine how much you’re hurting now, Buffy.”

Rowena climbed back on the bed and joined her sexual partners. Oddly, for a woman who was in love with Willow Rosenberg, she used her hands and her mouth mostly to stimulate the flesh of Buffy Summers.

She was too preoccupied with comforting her sexual rival to notice that Buffy’s eyes had begun to glow with a dark blue light.

As her own as glowed with a light yellow light.

And Willow’s eyes also glowed, but with a flame red light.


INT., Tara’s college dorm room (as Rowena imagines it.)

Tara blew out the candle.

Rowena expressed a sensation of dÈj‡ vu.

Tara’s clothes suddenly disappeared.

Tara said, “Don’t be nervous, Rowena,” as she undressed the Watcher. “I love you.”

“You love Willow.”

“Which is why I love you,” Tara said, kissing Rowena’s forehead as Rowena’s bra dropped to Rowena’s feet. “Why I’m going to love you the way I loved Willow her first time.”

“How did you strip me so fassssssssss—”

Rowena’s question was silenced by Tara’s tongue in her mouth. Tara slid her hands inside Rowena’s panties, felt up the Canadian’s behind and crotch.

“Tell me what you like, Rowena, exactly what you like, and I’ll give it to you,” Tara whispered. “Anything at all.”


Tara kissed each of her eyes. “How many?”


Tara Frenched Rowena and roughly 10 seconds passed before the trembling Watcher put her hands on Tara’s bare backside. When the kiss ended, Tara whispered another question: “Where?”


Tara Frenched Rowena again. She pulled her free hand out of Rowena’s panties and began pushing them past the Watcher’s hips. Rowena helped her. As the panties dropped to the floor, it became clear that as her index finger explored Rowena, Tara’s thumb gently rubbed Rowena’s button.

Rowena ran her 10 fingers lightly through Tara’s pubic hair.

Tara slipped her tongue out of Rowena’s mouth and said, “Not ’til you cum for me, Rowena.”

“Good thing that won’t be long,” Rowena said as she slipped her tongue back into Tara’s mouth.

Tara broke that kiss long enough to say, “Didn’t Willow tell you? I’m the one who taught her how to please a woman.”

Tara then pushed Rowena’s tongue back into her mouth with her own.

Rowena broke the kiss this time. “Buffy, Kennedy and I thank you.”

It was a long time before it was possible for either woman to speak. Their tongues were much to busy wrestling to bother with mere words.


INT., private office at New York branch of Wolfram & Hart.

The telepath still sat with his eyes closed. Sweat oozed from all his pours now. Drool ran from his slightly parted lips. Tears flowed over his cheeks. And in the part of his brain that was exposed to the air, two small blood vessels broke.

“Time. To. Bring. In. The Big. Guns.”

Lilah Morgan stood before the desk and put a cell phone to her ears. “Sir, I strongly recommend we send Glorificus up to Illyria and arrange for Katrina to join the fun. And see if you can reboot AprilBot … ”


Scene Fourteen


Int., bedroom of Angel’s penthouse apartment at Wolfram & Hart (as Illyria imagines it and Fred’s corpse remembers it.)

Illyria knelt, nude, masturbating, her wide eyes fixed on the scene before her. Fred on her back, torn chunks of carpeting in her fists, her legs spread wide as Eve fingered her and showered the little Texan with kisses.

Fred’s eyes were glazed over and her mouth was agape.


“Yes, Winifred?”

“I’mmmmm … closssssssssssssssssss—”

“Will you cast her from your bed forever, though it denies you release?”

Fred didn’t answer. She couldn’t. Eve’s tongue was in her mouth.

Fred reluctantly turned her head to one side. “G-g-g-g-et—get out! Go, Eve! I donnnnnnn … wannaaaaaaaaaaa … cummmmmmmm … forrrrrrrrrrr … youuuuuuuuuuu—”

Eve, shocked, froze.

Illryia moved with the speed one would expect from a powerful demon. She scooped up Eve, who had the distinction of actually being a hair smaller than Buffy, and carried her out of the room.

Illryia then returned. “You must test me now, Winifred.”

Fred sat on the floor, crying and shaking. “I’m so hot, it hurts!”

“You may pleasure yourself as you watch me with another. Test me, Winifred.”

Fred nodded in the direction of the door.

Standing before the little blue demon and the little brunette Texan were three women, all nude and all beautiful.

Lilah Morgan. Harmony. Glory.

Illyria stood and smiled at the HellGoddess. “I have not laid eyes upon you in many millennia, Glorificus.”

“Do I know you?”

“The form I wear is quite different from my old one, but you may remember that I stood among your conquerors. I am Illyria the Great and you will be my sexual partner as my betrothed watches us.”

“Why the hell should I help you get some?”

“Have you known sexual pleasure since you were trapped in human form?”

Glory suddenly looked very sad. “Once. A m-minion.”

Illyria tilted her head. “A carcass would have been a better choice.”

“A girl doesn’t have sex in a few thousand years, she stops being picky about it.”

“I would rather be frustrated than debase myself with someone unworthy of my lust,” Illyria said. “Will you take me or must I select another?”

Illyria pointed at the other two women, who crossed their arms in clear annoyance at being second choices.

Glory clutched a fistful of Illyria’s hair and pulled her into a hot, wet, rather rough kiss.

Lilah and Harmony vanished.

Fred knelt on the floor, watching.


Ext., Becca’s Books, night.

The sign on the door said “closed.”


INT., area behind the cash register.

Becca was still asleep at her desk.


INT., Becca’s Books (as Becca’s erotic dream rendered it.)

Poe and Kipling were now sleeping on the floor, snoring horridly.

Becca stood between Charles Dickens and Arthur Conan Doyle. Becca, smiling contentedly, rested her head on Dickens’ shoulder and clutched his torso tightly as Conan Doyle had her from behind.


Int., Kennedy’s living room.

Kennedy, too, was still asleep.


Int., Kennedy’s erotic dream/nightmare/hallucination—whatever.

In the darkness, you could hear the sounds of many women and one man moaning.

Alex was apparently giving Jonathan a good, fun first time. And, from the sound of it, Jonathan was giving her a pretty good time too.

Kennedy stood in the darkness, shaking her head sadly. “Everyone in the world’s getting laid but me.”

Not quite everyone in the world but, given the sheer size of the lesbian orgy in progress, Kennedy could be forgiven her hyperbole.

Buffy sat on the edge of the bed. VampWillow held the little blonde Slayer in her arms.

“Alphabetical order, girls, alphabetical order,” Buffy said.

“Excuse me,” a chipper voice said. “I’m looking for Warren.”

She was a busty brunette with long hair and a big smile and a pretty dress. That made AprilBot, the creation of Warren, the only other woman besides Kennedy who was actually wearing clothes in this erotic dreamscape.

Buffy said: “I’ll tell you where he is if you kiss my pussy.”

AprilBot frowned. “Only my boyfriend is allowed to have sex with me. Warren is my boyfriend. Have you seen Warren?”

The robot, apparently unaware of the fact that her batteries had completely drained and, also unaware of the fact that her boyfriend Warren was dead, stood there smiling at naked Buffy as naked VampWillow teased Buffy’s nipples.

“Warren said he wants you to have sex with Buffy,” said another female voice.

It was Katrina, dressed in a maid’s uniform. The one she wore the day she was murdered. By Warren.

Buffy looked at Katrina. “What are you doing here?”

“On my way to mess with Jonathan and Andrew. I won’t be staying. I’m clearly not your type.”

Buffy didn’t get a chance to reply. AprilBot unzipped her dress. It dropped to the floor. She wasn’t wearing underwear. AprilBot knelt before Buffy and gave her sex a passionate French kiss.

Buffy moaned. Katrina shrugged and walked away. “Oh, Jonathannnnnn … ?”

AprilBot looked up, smiling, Buffy’s juices on her chin. “Now please tell me where Warren is.”

“He’s dead.”

AprilBot frowned. “Then I have no reason to exist. I will shut down now.”

From the darkness, Buffy’s voice said, “Well move aside so we can have her.”

AprilBot stood, stepped a few feet away and then collapsed.

BuffyBot and VampBuffy stepped out of the shadows.

BuffyBot said: “Do you have Buffy first or do I have Buffy first?”

“Alphabetical order,” said VampBuffy.

“But we’re all Buffy.” BuffyBot smiled. “We’re very sexy. We’re almost as sexy as Spike.”

VampBuffy rolled her eyes. “I’d bite you, but your fake blood would probably taste like gasoline.”

From the darkness, Drusilla’s voice said: “More like vinegar.”

VampBuffy rubbed her eyes.

HumanBuffy spread her legs a little wider and said: “Human before robot, robot before vampire.”

BuffyBot knelt between Buffy’s legs.

Buffy gasped as the sound of an industrial vacuum made it clear that BuffyBot had begun giving the Slayer head. HumanBuffy clutched the bedding so fiercely that one of her fingernails broke.

VampBuffy stood by, watching and waiting for her turn. Behind VampBuffy stood Darla, Drusilla, Harmony, Verucca. VampWillow, holding HumanBuffy in her arms, was apparently willing to wait to be the last.

Kennedy shook her head. “Could this possibly get any more weird?”

A fully clothed Althena Dimmons chose that moment to tap Kennedy on the shoulder.

Kennedy screamed.

The lesbian orgy continued apace; the demons, human, robots and werewolf oblivious.

Althena apologized to Kennedy. “I didn’t mean to startle you.”

“My fault. I was … preoccupied. Can you get me out of here?”

“Well, I can help you stay grounded in reality.”

Kennedy frowned. “More magic?”

“It would require us to have sex.”

“I don’t know any Wiccan rituals,” Kennedy said.

“Fortunately, this just requires us to give one another a good time.”

“I dunno … I’m still kinda jealous of you. I mean, you slept with my girlfriend—”

“Ex-girlfriend,” Al said. “Do you remember what happened when I slept with her?”

“Greater Cleveland got off.”

Althena smiled. “The Powers plan for something even bigger this time.”

“I don’t un—” Kennedy stopped. Kennedy pondered. Kennedy smiled. “I get it.”

Kennedy started to undress Althena.

Behind them, BuffyBot sucked on Buffy’s right breast as VampBuffy Frenched the Slayer and VampWillow teased Buffy’s left nipple and Darla licked Buffy’s slit.

No one noticed that all three Buffy’s had their eyes open.

No one noticed that BuffyBot, VampBuffy and HumanBuffy all suddenly had neon-green eyes that glowed with an unearthly luminosity.


Int., bedroom of Angel’s penthouse apartment at Wolfram & Hart.

Fred fingered herself as Illyria and Glory kissed. Glory pawed the little blue demon roughly as their tongues probed each other’s mouths. Glory pushed Illyria back and licked her lips as Illyria, shaking, pinched her own clitoris with one hand and fingered her own anus with the other.

Glorificus ordered Illyria to stop. “You don’t get off until I get off, got it?”

“Yes, Glorificus.”

“Now kneel and eat me.”

“Yes, Glorificus.”

“And after, we’re gonna do the nastiest things I can think of.”

Illyria quivered. “D-d-do y-you int-tend to s-sp-sp-spoon me?”

Glory tilted her head. She had a puzzled look on her face. “You get off on that? Really? ’Cause I was thinking of something a lot rougher than that.” A bicycle chain suddenly appeared draped over Glory’s shoulders. “But if spooning will make you my bitch—”

Illryia dropped to her knees and smiled salaciously. “I am your sexual serf, Glorificus. I have no right to a saf—”

Fred snapped. “NO, DAMNIT! You are MY love slave, Illyria. Mine. Kick this ‘C’ word out of our bed NOW! You are my girl and no other bitch is going to spoon you, got me?”

Glory glared at Fred. “You’re supposed to wait until she’s close to an org—”

“The threat of spooning has brought me to that edge, Glorificus. Be gone. Your minions are more attractive to me than are you, now that my Winifred has ordered me to cast you out.”

Glory pouted. “But I wanted to have sex!”

And then she disappeared. The bike chain dropped to the floor.

“C’mere, Mrs. Burkle,” Fred growled.

Illyria crawled slowly to where Fred waited for her. Fred smiled. Illyria, perhaps for the first time in 2 million years, looked worried.


INT., Angel’s mansion in Sunnydale.

Det. Benson kissed the tip of Faith’s nose. “Begin the operation, Top Buffy.”

“Yes, detective.”

Faith knelt between the fictitious Olivia Benson and Faith’s imaginary version of Buffy Summers. Faith’s hands were still cuffed behind her back, so it took a fair amount of muscular strain for Faith to lift up her backside so that Buffy could ease the blunt end of a long, narrow, yellow candle into Faith’s back passage. Faith moaned.

Det. Olivia Benson Frenched Faith. A few seconds later: “Not bad, Faith. You deserve a reward. Buffy, is it in far enough?”

“I think so.”

“Good. Come around and French the slut while I fetch more ice cubes. Faith, don’t let that candle out of your ass or I’ll have to get rough.”

Faith quivered. Or maybe she shuddered. Under the circumstances, either response would have been apropos.

Buffy joined the detective, who was kneeling in front of Faith. Like Faith, Buffy’s hands were still cuffed. But her hands were cuffed in front of her. This allowed her to touch Faith’s face with her fingertips as she slipped her tongue into Faith’s mouth.

“You better make me and our commanding officer happy,” Buffy said.

Olivia also kissed Faith. Then she kissed Buffy and squeezed the small blonde woman’s breasts. “I’ll get the ice. French her until I say stop.”

Olivia went over to the fireplace, reached into the roaring fire and extracted an ice bucket. She took it back to where Buffy and Faith were kissing and knelt behind Faith. Then, slowly and gently, Olivia eased a crescent-shaped piece of ice into Faith’s sex. Faith groaned. “Tell me when I’ve inserted all you can take, Faith.”

A second piece of ice. Faith moaned.

A third. Faith whined. “Th-that’s enough!”

Olivia pouted, disappointed. “Buffy, I think Faith should watch us have a little 69.”

Faith watched as Buffy sat on Olivia’s face. Buffy’s eyes suddenly glowed with a burning white light as she winked at Faith and went down on the imaginary police detective.


INT., Andrew’s erotic fantasy world.

Andrew and Tracey were alone at last. For the moment, anyway. If either of them noticed the group suicide by erasure of the original Scoobies, they didn’t much seem to care. Then again, few men care about much of anything once they have their manhood placed between two generous female breasts.

Just before Andrew came, he warned Tracey to close her eyes.

“Believe me, you don’t want sperm to get in your eyes.”

Tracey frowned, perhaps aware of the implication that Andrew knew what it was like to get sperm in his eyes. Which in turn indicated that he might have given Warren Meers a blowjob.

Then, as Andrew ejaculated on Tracey’s heaving, sweaty breasts and sweaty, beaming face, a woman materialized at the foot of their bed. The woman was dressed in a maid’s uniform and she held a tray in her hand.

It was Katrina.

“Who are you?” Tracey asked.

Andrew turned his head to see who Tracey was talking to—and lost his erection.

Katrina smiled. “I thought I’d bring you two champagne to celebrate your new lives together. You remember life, Andrew? I remember life.”

“Andrew? Who is she?”

Andrew babbled incoherently.

Katrina answered for him: “A girl he and his friends picked up in a bar one night. It was a long time ago. I meant nothing to him. In fact, I’m not sure he knew my name.”

Katrina put the tray down on the stand next to the bed. She poured champagne into two expensive glasses and served Tracey and Andrew.

And vanished.

Andrew burst into tears.

Tracey reached for him and—


INT., Tracey’s bedroom.

—Tracey sat up in bed, wide-awake and sobbing.

For Andrew was still missing from this world.


INT., the ruins of The Magic Box (Willow’s sexual fantasy).

Anya and Willow stood behind the counter. Well, Willow stood. Anya had her arms wrapped around Willow’s neck and her legs wrapped around Willow’s hips.

Anya sighed happily and gently nibbled Willow’s lower lip. “That was better than a 20 percent profit margin.”


“You gave me a pleasure moment.”

Willow kissed her cheek. “You sure? You didn’t make any noise.”

“I’ve always been very quiet in the sack. I had to fake orgasms after I had real orgasms just to keep up Xander’s morale. And his penis, of course.”

Willow’s legs shook from the strain of holding up Anya for … however long she’d been holding up Anya. “So you really liked—?”

“Oh, yes. You’re a skilled lover. Who taught you?”

“Oz and Tara pretty much taught me everything I know about making a woman happy in bed.”

“Mmmm … I’ll have to thank Tara when I see her again.”

“I was wondering … could I … put you down?”

Anya frowned. “I don’t consider verbal abuse to be sexy.”

“I meant put you down physically. I’m getting a Charlie horse from holding you up, Anya.”

“Oh. Would you like me to kiss it and make it better?”

Willow smiled. “Yes, please. I’d like a pleasure moment or two of my own.”

As Anya lowered her legs to the floor and Willow eased the strap-on dildo out of Anya’s sex, a new voice filled the room.

“I’d like a pleasure moment myself, Willow.”

Willow’s black hair turned white. Her skin became ashen. Anya looked more terrified than she had ever been in the presence of bunnies.

There, in the center of the wreckage of the Magic Box, stood a very naked (and rather sexy) Mrs. Lena Meers. Tara, or an incredible simulation, knelt before her, loudly lapping Mrs. Meers’ muff.

Willow’s eyes became black marbles.

Anya said: “That’s an illusion, Willow! Mrs. Meers has been reincarnated! She’s an infant being raised by a schizophrenic junkie in Cleveland—”

Willow glared at Anya. Apparently, this information was not of the comforting variety.

“—and Tara is having sex with Rowena! Your girlfriends are doing each other! THAT IS AN ILLUSION MEANT TO DRIVE YOU INSANE!”


INT., Council library.

Jenny Calendar sat with her back to the wall. Her lover, Joyce Summers, sucked her breast quietly. Joyce reluctantly took her mouth from Jenny’s nipple and looked up.

“Did you call me your girlfriend?”

“You noticed that, huh?”

“Then you can’t see anyone else.”

“Okay.” Jenny lowered her head, pressed her lips to Joyce’s.

The two women disappeared from the face of the Earth.


Int., Xander’s bedroom.

Vi spread her legs. “You know the rule, Xan. You want head, you give head.”

Xander went down on Vi.


Int., Dawn and Skye’s shared erotic dream.

The room was white and appeared to have no walls, no ceiling, no floor—and yet it seemed to go on forever. A room without windows or doors.

In fact, though Dawn and Skye couldn’t possibly have known it, the room resembled the sinister White Room at Wolfram & Hart.

Bonnie, nude, crossed her arms and scowled at Skye. “Why can’t I have sex with Dawn?”

“I don’t want you to,” Skye said.

“I’m not really into you, either,” Dawn said.

“Then I’ll go over to Jeff’s dream,” Bonnie sighed. “Statistics say he’s at his sexual peak anyway … ”

And she vanished.

Dawn said: “Wanna go check out women figure skaters?”

“I’m more in the mood for a race car driver.”

Dawn frowned. “That Danica what’s her name is the same size as Buffy, she’d creep me out.”

“What about that tennis player? The one in the camera commercial?”

“Oh, yeah, now she’s sexy.”

The two young lovers held hands, smooched, and vanished.


INT., Angel’s first apartment in Sunnydale.

Reclining on their sides, Buffy and Cordy shared a long, slow, wet kiss. As they smooched, they sighed contentedly into one another’s mouths. Buffy’s now flaccid penis lay on Cordy’s left thigh.

And slowly began to stiffen.

Cordy said: “You want me again, huh?” She reached down, cupped the testicles in her hand, licked her lips salaciously.

Buffy murmured and smooched Cordy’s chin. “You smell good and you feel good and you are a wonderful lover, Miss Chase”

Cordy smiled. “How long have you been yourself?”

“I think that happened right after … ” Buffy blushed.

“After your sperm flowed down my thighs?”

“It felt so good to fill you.”

“And you want me again.”

By now, Buffy’s penis was fully erect. Buffy reached down, took her organ in her hand and rubbed the business end of the phallus against Cordy’s opening.

“From the moisture I’m feeling, I think the lust is mutual.”

“It is and I owe you after what you did to me. But I want Buffy to have me this time, not Angel. I want you to have ME, not you.”

“Any other conditions?”

“I want you to answer a question,” Cordy said. “Without thinking.”

Buffy gasped: “Asssssssssss—”

“You OK?”

“In, in the real world, I’mmmmmmmm … oh, Willow! Annnnnnd Ro—oh! Ro’s reciting the Song of Solomon in my ear and Willow is … ploughing me with a strap on.”

“Are you saying your hard cock is for them and not for me?”

“No, but … I’ll probably get off faster with them doing things to me.”

“Buffy, if you ever want to be inside me again—”

Those words got Buffy’s attention.

“Tell me what, more than anything in the world, you would like to do with Cordy Chase right now and I’ll—”

“Suck my cock! Please suck my cock,” said Buffy Summers.

Cordy rolled Buffy onto her back. She knelt beside the little blonde. She peeled back the foreskin and gently nipped the head. Then she began gently nibbling her way down the shaft. Buffy moaned, clutched bed sheets. Cordy’s tongue began bathing Buffy’s balls in saliva.

Buffy’s eyes began to glow like neon amber.

Cordy positioned the erection so that it stood straight up. The organ was so hard that this was a little difficult and Cordy apologized for making Buffy uncomfortable.

“Please suck it, Cordy. An-and, would you … um … ?”

“Swallow? Sure, Buffy.”

Cordy’s mouth engulfed her. Cordy opened her eyes and gazed up, as if to observe Buffy’s response. Cordy’s eyes glowed like a red neon light.


INT., Tara’s college dorm room (as Rowena imagines it.)

Rowena groaned “Tallow,” which brought a giggle from Tara as the Wiccan nuzzled Rowena’s honey pot.

“My girl giving you a good time?” Tara asked.

Before Rowena could answer, Tara reached up and gently pinched Ro’s clit. This delayed the Watcher’s reply by denying her the ability to think for a couple seconds.

“Buffy … she’s very good with her fingers … if she makes MY girl feel half as good … I’m going to lose her … ”

“You won’t lose Willow,” Tara said. “Not to Buffy. Not for 500 years.”

Rowena’s eyes began to glow unnaturally. If Tara noticed, she gave no sign. From out of the air, the blonde Witch produced a bag of miniature chocolate bars. She unwrapped a dark chocolate and gently eased one end of the candy bar between Rowena’s folds.

Rowena groaned. Tara’s eyes also began to glow.



Tara eased the candy bar out of Rowena’s sex. “I have a favor to ask.”


Tara bit the miniature bar in half and chewed on the portion that had been inside the blonde Canadian.


“Sorry. I want you to do something that will frighten you.”


INT., Coven Room.

Willow’s mouth and fingers explored Buffy’s nether regions. Buffy’s mouth and fingers explored Rowena’s nether regions. Rowena’s mouth and fingers explored Willow’s nether regions.

Rowena took her mouth off Willow’s sex and groaned: “Sweetie? Could you and Buffy do something for me?”

Buffy made some sort of reply, but Rowena’s privates muffled her words and made the sounds impossible to understand.

Willow slipped her tongue out of Buffy and replaced the tongue with two fingers of her left hand. One finger of her right hand was occupied between Buffy’s cheeks.

“What is it, babe?”

Rowena said: “Would you and Buffy make love? Alone? Without me?”

Buffy and Willow immediately stopped what they were doing and sat up. They stared at Rowena, jaws agape. To say they were flabbergasted would have been an understatement.

“Tara says … it’s the only way I’m going to stop feeling threatened by you, Buffy.”

Buffy looked at Willow. “Does this make sense to you?”

“No.” Willow looked at Rowena. “What is Tara doing to you right now?”

“Dipping little chocolate bars in my pussy.”

Buffy’s eyes widened at that. “Tara would never—”

“It was one of her favorite things,” Willow said. “I think it’s her and I think she might be right.”

“What makes you think—?”

“The bad guys are broadcasting an illusion into my brain, one of Mrs. Meers doing gross things with my—with Tara.”

“I’ll kick their butts,” Buffy said.

Willow shook her head. “We have to fuck their brains out.”

Buffy scowled. “I never thought I could be horny and pissed at the same time.”

Rowena gave Buffy a surprisingly hot kiss on the mouth and said: “Make. Her. Lose. Control.”

She gave Willow an even hotter kiss and walked out of the coven room, pausing only long enough to snatch her robe off the floor.


EXT., hallway outside Coven Room.

Rowena stood in the hallway, sobbing into her hands.


INT., an office at Wolfram & Hart’s New York headquarters.

Tears rolled out of the telepath’s eyes, blood ran out of his nose and out of some of the smaller vessels in his brain. But he smiled and opened his eyes.

“What?” Lilah Morgan asked.

“Rowena Allister ran out of the Coven Room crying. I think her worst fear is now reality. I think we can finally drive it home–but I need help.”

“What do you need?”

“The Conduit.”

Lilah paled at the words. With trembling fingers, she reached for the phone.

“I thought my death was bad,” she said.


Scene Fifteen


INT., an office at Wolfram & Hart’s New York headquarters.

Trembling, pale, Lilah Morgan held the door open as two giant spider demons escorted a large black panther into the office.

In a silken voice that stressed the letters “R” and “S”, the big cat purred: “If this works, we will arrange your resurrection.”

In a very small voice, Lilah said, “Thank you, sir.”

The big cat purred at the spider demons. They walked over to Lilah and began stroking her legs and backside.

“Sir, do they have to—”

“Yes,” said the panther. “If this fails … your ass is mine.”

“T-technically, sir, I’m already dead—”

“Are you familiar with the writings of C.S. Lewis?”

“Um … no.”

“He once wrote that Aslan was good, but he was not safe. I, Ms. Morgan, am neither good nor safe. Least of all to the dead and the damned. Now, what is it I am being asked to do?”

Lilah nodded at the telepath behind the desk. “He needs some of your power to complete the attack.”

The panther glanced at the unconscious Slayer on the floor. “Take her to the white room.”

The spider demons quickly obeyed and carried her off. They took Faith down the hall and into an elevator.


Ext., elevator doors, underground garage, Wolfram & Hart’s New York office.

A van, the engine running, was parked nearby. Five human beings clad in security guard uniforms lay on the concrete floor, bound in giant spider webs.

The elevator doors slid open. The spider demons quickly carried Faith to the van. The side door slid open, revealing Brell, Clem and Reteesk. The spider demons placed her at the feet of the three almost-human demons. Reteesk said: “I regret saying this, but you must know what the Senior Partners will have done to you if attempt to continue your charade.”

The spider demons seemed to bow before him.

Brell asked: “Spiders not know Reteesk no longer true monarch?”

“Sometimes respect carries very real power,” said Reteesk. To the spider demons, he said: “How will—”

Each spider bit the other. Brell slid the door shut as Clem climbed behind the wheel of the van and put the vehicle in drive.

Behind them, the two spider demons rolled onto their backs and, legs twitching, gave up their lives for a Slayer.


INT., the van.

As Clem drove and Brell gave Faith a careful yet respectful inspection, Reteesk began reciting words he ought not to have known. Irish words. For dead languages carry mystical power. “Cara ab·! Bua argus saoirse ab·!” Friend forever. Victory and freedom forever.

As if words alone could liberate Faith from the erotic dreamscape created by the Wolfram & Hart’s dark telepath.


INT., the office upstairs.

The panther petted Lilah’s bottom, then strode around the desk and sat on its haunches beside the twitching and bleeding telepath. The human reached down with one hand and grabbed the big cat by the scruff of his neck.

The panther purred: “Not so hard if you value your life.”

The telepath relaxed his grip, but did not release the panther.

A violet aura enveloped man and “beast.”


INT., area behind the cash register of Becca’s Books.

Still sleeping at her desk, Becca sighed: “Oh, Watsonnnnnnnnnnn … gimmmeeeee … the needle!”


INT., Andrew’s erotic fantasy world.

Schnauzers and giant dachshunds clad in Roman togas danced around a lovely but clearly confused woman in a maid’s uniform, Katrina, as Andrew Wells sat at a desk and worked on a take-home exam in calculus.

Andrew looked very young. He could have been no more than 18 or 19. Andrew was nude.

And receiving a blowjob from Warren Meers.

“You know, Warren, you’re smart enough to do your own course work,” Andrew said. “And—yesssssssssssssss!—you know I’d do this for you even if you didn’t love me.”

Katrina said: “What the hell is this?”

A cold female voice said: “A fantasy disguised as a memory.”

Katrina turned and saw a pale, dark haired, dark eyed, blue veined Darth Rosenberg. She gasped.

Evil Willow smiled like a hyena. “That waste told Andrew he loved him so Andrew would serve him. This is how Andrew remembers it. But it isn’t real. Look at reality.”

Warren reviewed the course work and nodded. “You did good work, Andrew. Time for your reward. You can make me cum.”

“Will I ever get to cum?”

“Soon, Andrew, I promise. But we have to be really, really careful. Jonathan isn’t open-minded like me. He’d never understand.”

Disappointed, yet placated, Andrew slid off his chair and sank to his knees and unzipped Warren’s pants.

Suddenly, Jonathan materialized, nude, and said, “That lying son of a bitch,” before he disappeared again.

The sexual encounter between Andrew and Warren changed again. Warren was taking Andrew from behind.

Andrew, beaming, tears of joy streaming down his face, sighed and whispered: “He loves me. He really loves me.”

Warren grunted between thrust: “Yeah, bitch. You like it, bitch, you need it. No one abandons me, bitch. Hear me, bitch?”

Katrina brought her hand to her lips. “Ohmigosh. I had no idea.”

And tears ran down Katrina’s face. Tears of sorrow and compassion for Andrew—for one of the men responsible for her murder. A man who had plotted to rape her until the last moments of her life.


EXT., hallway outside Coven Room.

Rowena stood in the hallway, sobbing into her hands.


INT., Tara’s college dorm room (as Rowena imagines it.)

Tara kissed and licked the tears off Rowena’s face. “You won’t lose her,” Tara whispered.

“Buffy’s so beautiful—”

“If Buffy could have taken Willow from anyone, she would have taken Willow from me a long time ago. Willow won’t leave you for Buffy.”

“How can you be so sure?”

“This isn’t their time, Rowena.”

Rowena started to open her mouth, presumably to ask a question, but Tara’s tongue silenced all questions.

So Rowena never learned when it would be Willow and Buffy’s time together. In a distant future when Slayers and Vampires no longer walked the Earth.


Int., Kennedy’s living room.

Kennedy, though asleep, was suddenly nude.

As if the Powers were working strange magic within the Council walls.


INT., Kennedy’s erotic dream/nightmare/hallucination—whatever.

Althena rubbed one of her breasts against Kennedy’s sex.

“Mmmm … Kadin never does this to me … ”


Another part of Kennedy’s erotic imagination.

Jonathan sat in the middle of the dark … whatever … staring down very dejectedly at his flaccid penis. Someone stood behind him, but Jonathan was clearly too depressed to even notice the person behind him … or the beauty standing in front of him.

Alex stood over him, her arms crossed over her bare breasts, tapping her foot and scowling angrily at the figure behind Jonathan.

“You do understand he will not be able to regain his erection for some time because of you?” Alex said.

Katrina, still in her maid uniform, glared back at her. “You’re saying he deserves to get laid?”

“You have every right to be angry with him—”

“So glad you approve.”

“—but you have endangered a plan that is meant to prevent an apocalypse. Without the energy created by an orgasm—”

“From what I see over there—” Katrina pointed at the Althena/Kennedy trist. “—and over there—” Katrina pointed at the sexual escapades of Anyanka, Buffy, BuffyBot, VampBuffy, Darla, Drusilla, Glory, Gwendolyn Post, Halfrek, Harmony, Inca Mummy Girl, Preying Mantis woman, Verucca, VampWillow and Dark Willow. “—I’d say there was more than enough sex to go around.”

“Not nearly enough,” Alex said. “Willow still has not agreed to be with Buffy and Buffy alone. The Senior Partners have distracted Willow’s attention. Rowena is no longer engaged in the plan. If this plan is to have a prayer—”

Nearby, Verucca fell off the bed and began morphing into a werewolf.

“We will need all the help we can get and all the mystical energy we can create,” Alex said.

Katrina looked back at the … unique orgy.

The gangbang had broken up into smaller sexual clusters. Anyanka spanked AprilBot, who had apparently recharged and rebooted, and Buffy spanked BuffyBot. Anyanka and Buffy shared a hot, wet kiss. So did AprilBot and BuffyBot. (Well, in their case it was a room temperature, vegetable oil lubricated kiss.) VampBuffy fingered Darla from behind and Drusilla fingered Glory from behind. VampBuffy leaned forward and shared a kiss with Drusilla. Darla and Glory kissed one another and played with each other’s breasts. Gwendolyn Post and Halfrek rubbed their crotches together. Harmony, Inca Mummy Girl and the Preying Mantis woman licked each other’s privates. VampWillow begged for mercy as Dark Willow fisted her.

Katrina looked down at Jonathan, who was still oblivious to his surroundings.

Alex said: “You know he and Andrew were not purely evil.”

The mention of Andrew’s name caused Katrina to pale slightly.

Without a word, Katrina stepped out of her shoes, reached back and unzipped her uniform. It fell to the floor. She was naked beneath the uniform. She stepped around Jonathan.

“I’ve never been with a woman before,” Katrina said.

“If loving a woman were rocket science, few men would ever have a woman to love,” Alex said. Then she took Katrina into her arms, kissed her, and lowered her to the floor.

Jonathan sat there, oblivious.


Yet another part of Kennedy’s erotic imagination.

Nearby, Dark Willow fisted Anyanka. AprilBot spanked VampWillow. Anyanka and Vamp Willow kissed, as did Dark Willow and AprilBot. Amy, in her human form not her rat form, licked Human Buffy’s feet as Buffy shared a hot, wet kiss with the Preying Mantis woman. Darla fingered BuffyBot from behind. VampBuffy used a strap-on to mount Inca Mummy Girl. Harmony and Halfrek made out like a couple of teenagers. Gwendolyn Post sat on Glory’s face as Drusilla sucked Gwendolyn’s breast.

Verucca the werewolf howled. Nina Ash, Angel’s werewolf girlfriend, appeared from nowhere and began to morph into a werewolf too.

Then the two female beasts began quietly sniffing one another.


Althena and Kennedy action.

Althena flipped Kennedy over and nibbled the flesh between her sex and her behind. Kennedy moaned.

“Hey, slick, can I join the fun?”

Kennedy didn’t answer. She just looked at Faith. Who stood over Kennedy and Althena. With her hands cuffed behind her back. And a dog collar around her neck. And a leash attached to the collar. And a blindfold around her eyes.

Kennedy asked Althena if Faith could join them.

Meanwhile, VampBuffy sat on the edge of the big bed. HumanBuffy sat in her lap. VampBuffy sank her fangs into HumanBuffy’s neck. HumanBuffy moaned and spread her legs wide. “Suck slowly, lover, I’m putting out for more than one.”

Drusilla sank her fangs into HumanBuffy’s left thigh. Darla bit the right thigh. Harmony sank her fangs into HumanBuffy’s left breast. VampWillow bit the right.

HumanBuffy moaned: “Sssssooooo much better than Dracula.”

Faith asked Kennedy what Buffy was doing.

“You really, really don’t want to know.”


INT., the bathroom in Angel’s first apartment in Sunnydale.

The tub was a little small, but Cordy and Buffy were not particularly big girls and they fit together quite snugly in the bubble bath. Buffy had her arms and legs wrapped around Cordy and played with the brunette’s nipples.



“Are you trying to turn me on?”

“Yes. I’m hard—”

“Again? I know Slayers have stamina but—”

“Fantasy world, Cordy,” Buffy said, kissing the dark haired girl’s neck. “I’m not sure I can be exhausted here. Especially not when I’m so damned horny.”

“Buffy, don’t get me wrong, I loved sucking you—”

“Not as much as I loved it,” Buffy said. “And thank you for … you know.”


“And the … other thing.”

“Licking your balls?”

Buffy moaned. “I’d love to feel that good again.”

“And I loved having you in my pussy—”

“When I thought I was Angel or … ?”

“All three times. I’ve never been on top bef—”

“I want you from behind this time.”

“When you say from behind—”

“I want to be inside your behind,” Buffy said. “I’ve always been a butt girl.”

Cordy turned on her side and slid down in the tub so that her head rested on Buffy’s breasts. She reached under the water and gently stroked Buffy’s erection. Buffy quivered. Cordy smiled up at her.

“One condition.”

“What’s that?”

“I wanna grow a penis too,” Cordy said. “And screw YOUR ass off for awhile.”

“That’ll probably help me take my mind off of the fact I’m going to have to give Willow back to Rowena when this night is over,” Buffy said.

“You’ll do it?”

“I’ll miss being the one with the penis … unless?”

Cordy shook her head. “I’m not into male/male sex—”

“Because doing a girl with a penis is so traditional?”

“—and I want to know you the way you’ve known me, Buffy. Especially since … I … don’t want this to end.”

“It can’t go on forever, Cordy.”

“It could. For you,” Cordelia said. “You’ve died twice. You can access heavenly dimensions in your erotic dreams.”

“Could I have the penis again if we both wanted it?”

“I don’t see why not,” Cordy said. “It isn’t as if its original owner is using it.”

Angel’s penis, still attached to Buffy’s body, twitched in Cordy’s gentle grasp.


INT., the Deeper Well, somewhere in the United Kingdom.

The cavern was a perfect vertical shaft, a perfect cylinder in shape, the walls studded with coffins partially embedded in ancient-looking rock. Suspended between simple archways on opposite sides of the shaft, a crude bridge made of wood and rope.

Angel, the vampire with a soul—that is, the first vampire to ever have a soul—sat in the center of the bridge. He was quite nude. His legs were spread wide and he was moaning in pleasure. As odd as that was, even odder still was the fact that between his spread legs was the vagina of a human female. And even odder still, for a vampire, Angel was penetrating himself with a wooden stake.

“Yeah, Kate, stake me!”


INT., the bathroom in Angel’s first apartment in Sunnydale.

Buffy said: “OK—after I have you.”

“My pleasure,” Cordy said as she climbed out of the tub.


INT., the ruins of The Magic Box (Willow’s sexual fantasy).

Anya said: “It isn’t real, Willow.”

Willow’s skin, never dark, was turning more pale than the flesh of any vampire. And blue veins were beginning to appear—and swell.

In fairness to Willow, the sight that provoked her was pretty damned nasty. Mrs. Meers, Warren’s mother was …

Well, let’s just say she appeared to be doing “things” with Tara that would’ve squicked Drusilla.

Willow said: “It’s a shame I’m not a vengeance demon, Mrs. Meers—”

Anya said: “You couldn’t do anything about it if you were, Willow. Someone ELSE has to make the wish to cast a vengeance spell.”

“I wish I could make Mrs. Meers suffer.”

“May I make a suggestion?”


Anya whispered in Willow’s ear.

Willow laughed. It was … kinda creepy to hear.


Int., an empty field.

In the field stood rabbits. Lots and lots of rabbits. All sizes, all kinds, all colors.

All male. Each and every one of them male.

All one half million male rabbits.

Suddenly, Mrs. Meers appeared among them. She stood naked and alone among half a million male rabbits.

“Is that the best you can do, Willow?”

Willow’s voice replied: “Did I forget to make you a girl rabbit—in heat?”

Suddenly, Mrs. Meers morphed into a female bunny.

And in the background, theme music. Yes, you guessed it.

The Bunny Hop.


INT., the ruins of The Magic Box (Willow’s sexual fantasy).

Anya leaned against a load-bearing wall—one of the few things still standing in what remained of The Magic Box. Anya held Willow in her arms as the dark haired, blue veined woman suckled her breast.

Anya whispered: “You can pretend I’m Tara, if that makes you feel better.”


INT., Coven Room.

A quivering Buffy gave a dumbfounded Willow a soft kiss on the mouth.

“Buffy? What just happened?”

“Your lover asked you to make love with me,” Buffy said, kissing Willow’s neck.

Buffy put her arms around Willow’s neck. “Kiss me, Willow.”

“Um, Buffy—”

“You didn’t seem to mind a threesome,” Buffy said.

“Are you the same girl who was reluctant to have sex with me and my girl?”

Buffy pulled Willow closer, so that their breasts mashed together. “I’m not exactly the same person I was before I went down on you. I definitely get the appeal of loving a woman.”

“Buffy … ”

“Tara told Rowena we should do it, Rowena said we should do it, you said yourself it might be the only way to beat the bad guys … ” Buffy kissed Willow. “… and I really want you. Like I wanted … ” Buffy blushed.

“Buffy … are you saying you’re … in love? With me?”

“Why the hell are you always so damned surprised that someone loves you? It kinda pisses me off, Will. Actually, it pisses everyone.”

“How long have—?”

“I don’t know, Willow. I remember how hot you looked our first Halloween together.”

Buffy smiled salaciously and pulled Willow to her as she lay back on the bed. Buffy spread her legs and wrapped them around Willow. Buffy reached down with one hand and with her fingernails began tracing patterns lightly over Willow’s ass. Mostly, Buffy traced hearts on Willow’s ass.

“Just this one night, Willow, I want to worship you with my body.”


EXT., Council Headquarters, Cleveland, Ohio, night.

The building began to faintly glow.


INT., an office at Wolfram & Hart’s New York headquarters.

Blood dripped from the panther’s nostrils.


EXT., Berkley, California, night.


INT., a dorm room.


INT., a shower.

A young man named Connor was lathering himself. Suddenly, he stopped and looked down.

“What the hell?”

Connor slipped his fingers between the folds of … his vagina?

“Why does this thing feel so damn familiar?”

Connor sighed. “I hate magic.”


Scene Sixteen


INT., an office at Wolfram & Hart’s New York headquarters.

Blood dripped from the panther’s nostrils.


INT., area behind the cash register of Becca’s Books.

Still sleeping at her desk, Becca sighed: “Oh, Ebaneezer!”


INT., the bedroom in Angel’s first apartment in Sunnydale.

Buffy moaned softly as Cordy slowly eased an erect, uncircumcised, petroleum jelly-coated penis into her anus.

The Slayer sighed: “Wh-who doesssssssss …. ?”

“Ungh—his—ungh!—name was—Con—ungh!—or!”

“Wh-wh-who w-w-wasssssss—?”


Cordy was obviously being less than entirely honest with her sexual partner. However, to be fair, Buffy probably would not have wanted to know that the penis Cordy Chase was sticking in her ass properly belonged to her vampire lover’s son by another vampire.


Int., Kennedy’s living room.

Kennedy was still asleep and still nude.


INT., Kennedy’s erotic dream/nightmare/hallucination—whatever.

HumanBuffy moaned: “Sssssooooo much better than Dracula.”

A blindfolded Faith asked Kennedy what Buffy was doing.

Kennedy said: “You really, really don’t want to know.”

Althena said: “I wonder whose fantasy this is.”

“No one I know, that’s for sure,” Kennedy said. “Who the hell would want Buffy to screw every evil she-bitch she ever—”

Faith said: “Um, Ken?”

A horrified Kennedy gaped at the taller, older Slayer.

Althena did not seem at all surprised by this revelation.

Kennedy said: “Please tell me you’re joking.”

“B’s gettin’ bit by a bunch a vamps and gettin’ her rocks off on it?” Faith asked.

“Why the hell would you—?”

“Me an’ B get along better than we used to but … we have issues. Well, I’ve got issues with her.”

“B-but you’re het!”

Althena glared at Kennedy. “I don’t approve of that expression. It is an extremely impolite way of speaking of our heterosexual sisters and brothers.”

Kennedy rolled her eyes.

Faith frowned. “I’m confused. B’s feedin’ Spike and Angel, right?”

“No, she’s feeding … I don’t know who most of them are … but one looks like a vampire version of Willow and another looks like a vampire version of Buffy.”

Althena frowned. “This … illusion … might be based on the sexual fantasies of several people.”

“Maybe somebody oughta remove my blindfold.”

Althena obliged and Faith gasped at the sight of the nearby orgy. Two female werewolves were … well, never mind, you probably don’t want to know … VampireBuffy, VampireWillow, Harmony, Darla and Drusilla were feasting on HumanBuffy, who was moaning and groaning and praising her four “lovers” for their sucking skills … and Dark Willow was disassembling two robots—one that looked like Buffy and another one that didn’t resemble anyone Faith had ever met—in an apparent attempt to build a third “sexbot” … and, meanwhile, Anyanka, a giant preying mantis, a short Latin girl clad only in a mummy’s bandages, Halfrek, Gwendolyn Post and Glory herself were eagerly lapping at one another in one of history’s most unusual daisy chains …

Faith looked at Kennedy and Althena. “How do we get out of here?”

“Al thinks we should have sex.” Kennedy looked at Al. “Um, please don’t be hurt, but—”

“If Faith’s willing, I’m willing.”

“Um, Ken, I appreciate the offer but if I wanted to be with a chick, I woulda said yes that time you hit on me.”

“You’d rather spend the rest of your life watching that?” Kennedy asked.

Faith looked back at the orgy. Little had changed, except that Darla, blood dripping off her chin, was gazing lustfully into HumanBuffy’s eyes.

“I’ve always wanted you, Buffy.”

HumanBuffy said: “I’ve always wanted you, too.”

Darla kissed her.

Seeing this, Faith grabbed Kennedy by the ass and pulled her in for a passionate kiss. Althena, watching, sighed. “I would have liked Kennedy for myself.”

Then Althena shrugged, knelt and began nibbling Faith’s right thigh. Faith bent her head and took Kennedy’s left nipple into her mouth.

Kennedy said: “Man, I hope Rowena remembers how to Tabula Rasa.”


EXT., hallway outside Coven Room.

Rowena still stood in the hallway, still sobbing into her hands.


INT., the ruins of The Magic Box (Willow’s sexual fantasy).

Anya suddenly stood before Willow wearing her wedding dress. Willow, to her horror, was wearing her bride’s maid dress.

Willow said: “Anya, do I really have to wear this damn thing a second time?”

“Do you have a better suggestion, Willow?”

“Well, it’s a little kinky … ”

“It doesn’t involve pain, does it? I don’t like pain.”

Willow smiled and her dress morphed into a Playboy Bunny costume. With one small, but important, variation. The costume was crotchless.

Anya shivered. “Y-your turning evil again, aren’t you?”

Willow shook her head. “I’m not feeling at all evil, Anya. I just think you might like to conquer your fear of bunnies by … conquering a bunny. Or two. Or three. Or—”

Buffy, or an incredible simulation of Buffy, appeared beside Willow in her own Playboy Bunny suit. She was joined by Faith and Kennedy, also in Playboy Bunny suits.

Anya glanced at the three women, but her eyes drifted back to Willow.

She circled Willow, her eyes shamelessly devouring Willow’s form. “I had no idea a cottontail could look so sexy,” Anya said. “I-I w-want y-you a-all to myself, Willow.”

The others vanished. Willow remained. Juices dribbled down her thighs.

“I was afraid you wouldn’t … be into it,” Willow said.

Looking over her shoulder, Anya gave one of the worst Bugs Bunny impressions in history: “She don’t know me very well, do she?”


INT., Coven Room.

Buffy languidly licked the flesh between each of Willow’s 10 toes.


“Yes, Buffy?”

“You need every square inch of your ass kissed and licked.”

“Why does that sound so familiar?”

Buffy rolled Willow over. “Is there something you’d like, Willow? Something you’ve never done with Tara or Rowena that you’d like to do with your quivering, sweaty, wet Slayer?”

Before Willow could answer, Buffy pulled Willow up on all fours and spread her cheeks.

“Buffy, what are you do—”

Buffy plunged her tongue in Willow’s back passage.


Buffy slipped her tongue out of Willow and flipped the redhead over, spreading the Wicca’s legs and burying her head between them. As Buffy nuzzled Willow’s folds, the redhead reached down and clutched fistfuls of Buffy’s hair. The little blonde Slayer didn’t seem to mind.

“You can do anything you want with me, cushla,” Buffy said.

Willow’s eyes snapped open. “What’d you just call me?”

Buffy licked Willow’s public triangle. “Cushla, my delicious cushla.”

“Do you—hoo!—know what that … damn, you’re a natural … cushlaaaaaa …. Cushla means heartbeat, Buffy! It means—hey! Why’d you stop?”

Buffy lifted her head up and stared at Willow. Buffy had the same look on her face that a deer gets when caught between two headlights. The frightened, confused look faded away to be replaced with one of … utter contentment. Buffy leaned forward, Frenched Willow, pressed the redhead back against the mattress and climbed on top of her friend.

“You are my heartbeat, Willow. As much as Angel ever was.” Buffy Frenched the Wiccan again. “Now, lover, tell me what I can do for you that no other woman living or dead has ever done for you?”


Then, slowly, Willow’s mouth curled into the wickedest smile she had ever worn—including that time she was a homicidal maniac.

“Do you trust me?”

Buffy smiled. “Not with that expression on your face, Will.”

Willow licked her lips. “Can I tie you up?”

Buffy blinked. “Y-you mean that?”

“If you don’t wanna—”

“Will? I slept with Spike. One time … ” Buffy blushed. “I let him handcuff me.”

“So … we can play mistress of pain?”

Buffy nodded. “B-but no blindfold. I want the scary visual.”

“Your safety word?”

“May I use ‘Sunnydale,’ Mistress?”

“A nice example of irony, Elizabeth Anne Summers. Get on the floor.”

Buffy got off the bed, knelt on the floor. Willow knelt behind her. She looked around the room, spied Buffy’s discarded robe on the floor.

“Go to your robe and bring me the sash, Elizabeth Anne Summers.”

“Should I walk or crawl, Mistress?”


Buffy obediently crawled to the robe, retrieved the sash, put it in her mouth and crawled back to Willow. Then, without a word, Buffy turned her back to Willow and knelt again.

“Hands behind your back, Elizabeth Anne Summers.”

“Thank you, Mistress.”

Willow knelt behind her.

“I-I have a confession, Mistress.”

“What is it, Elizabeth Anne Summers?”

“I’m wet. I know I don’t have permission—”

“I’ll forgive you this time, Elizabeth Anne Summers.”


INT., COVEN ROOM, 10 minutes later.

The bed was now a pile of torn linens and a shattered frame. Willow pushed Buffy to the floor, straddled her and said: “Say my name, bitch!”

Buffy, bound hand and foot—and gagged as well—murmured a muffled reply.

“Mistress is sorry, Buffy.” Willow removed the gag. “Now, say my name, BITCH.”



EXT., Council headquarters, 10 minutes later still.

A shimmering blue light enveloped the entire complex. The light turned into a giant blue sphere and that shimmering sphere fired a blue column of light into the heavens.


EXT., outer space, Earth orbit.

Illyria’s motionless form floated in space.

A column of blue light struck Illyria and was reflected back to Earth.


EXT., offices of Wolfram & Hart, New York.

A column of blue light struck the skyscraper and enveloped the structure.


INT., an office at Wolfram & Hart’s.

The telepath convulsed in his seat. Blood and white foam oozed from his mouth, nostrils, and ears, onto his desk. His brain, exposed to the air by the absence of his skullcap, began to hemorrhage. The fingers of his hand, which once clutched the scruff of a black panther’s neck, now slipped away from the big cat’s fur.

Lilah Morgan, seated nearby, jumped out of her chair and lunged for the phone.

“Security! I need—”

Too late. The entire room was bathed in blue light.

When the light faded away, the furniture remained in place and so did a massive pool of blood on top of the desk.


INT., Kennedy’s living room.

Faith and Kennedy were on the sofa, smooching passionately and fingering one another.

Suddenly, the two women became perfectly still. Their eyes fluttered open.

They jumped off the sofa and away from one another.

In perfect unison, the two dark Slayers said: “This never happened, Faith/Kennedy.”


EXT., a roadside in Devon, England, day.

Althena materialized by the road. Naked.

She looked up. “That was quite inconsiderate!”

A whirlwind suddenly appeared beside her.

Speaking with the voice of a woman, the whirlwind said: “Gird your loins like a woman, for I will answer you.”

Althena rolled her eyes. “This is unlikely to be my day.”

Then Althena got on her back and spread her legs.

The whirlwind said: “Oh, for My sake, that’s not what I meant by gird your loins.”


INT., Andrew’s fantasy world.

Schnauzers and giant dachshunds, clad in white lace see-through mini-skirts, danced on their hand legs around a naked and tumescent Andrew Wells. The dogs, all female, fluttered their eyelids at the young man. They danced in a circle in the middle of a lush, green field sparsely dotted with trees.

And, dancing with the schnauzers and dachshunds, was another naked man. The late and unlamented Warren Meers. A man who was supposed to be dead and flayed, but who appeared in this place to be alive, with all his skin intact, quite nude and also tumescent.

Watching this … unsettling … dreamscape: the dark telepath, the black panther who served as Conduit for the Senior Partners, and Lilah Morgan.

The telepath, horrified by what he saw, looked at the panther. “Get me out of here or we’re—”

Andrew stopped dancing with Warren and the flirty canines and said: “Too late, servant of darkness.”

Lilah crossed her arms. “No one talks like that.”

The panther growled. “He does! You fell for a trap, Lilah Morgan, and took me with you!”

A female voice said: “I might be able to arrange an early parole for you.”

The panther turned his head to see Alex.

“Provided the telepath stays and this sort of attack on the Council never occurs again,” she said.

“Ms. Morgan comes with me,” the panther said.

“I suspect Ms. Morgan was responsible for this entire affair,” Alex said.

“She was,” said the panther. “Who better to devise her punishment than me?”

“I can only grant her a temporary release from Hell,” Alex said. “Twenty-five years maximum. And she must assist in the punishment of Warren Meers when his miserable soul comes to its final resting place.”

“Fair enough,” said the panther. He waived a paw at Andrew. “But he remains a matter of contention.”

Alex nodded. “As was Angelus.”


INT., an office at Wolfram & Hart’s.

Lilah and the cat materialized in the office.

The cat said: “Before we begin, please call Logistics and arrange for the return of Harmony Kendall as a vampire—with no memory of her death at the hands of Illyria.”

“What about the blood on the desk?”

The black panther walked to the door. “Have the custodian clean up that mess. Once those calls are made, you may join me in the white room to begin your new duties … ”

He stopped just outside the office and turned his head back to face Lilah.

“… as my girlfriend.”

The panther turned, padded away, and faded from sight.

Lilah’s trembling fingers dialed the number for Logistics.


EXT., an open field.

A male rabbit mounted a very tired-looking female rabbit. The female bunny sighed and spoke with the very human voice of Warren’s mother.

“I hate Buffy’s friends.”

The male rabbit dismounted and another took her place.

“Only 433,863 to go.”

In the background “The Bunny Hop” continued to play.


INT., Tracey’s bedroom.

Tracey was still crying over Andrew’s disappearance when Andrew materialized just below the ceiling—and plunged like a stone to the floor.


INT., Becca’s Books.

Becca suddenly sat up, very much awake. Quivering, she stood up and went into the bookstacks.

She took “Arthurian Legends” off the shelf and returned to her desk. She placed the book upon the desk, placed her head upon the book, closed her eyes and drifted back off to sleep.


INT., Coven Room, just about sunrise.

Buffy and Willow lay sleeping in one another’s arms. Rowena crept into the room and slipped under the covers with her lover and her lover’s friend. Rowena kissed Buffy’s forehead. “Sorry, but she’s mine.”

Rowena gently disentangled Willow from the sleeping Slayer’s embrace and pulled Willow to her. Then she closed her eyes and drifted off to sleep.


INT., corridor, Wolfram & Hart, New York office.

Lilah Morgan spoke into her cell phone. “You owe me, Fury. All of you owe me. Get going. … ”

The elevator doors slid open.

“I don’t have time to talk … I have to meet my—” Lilah gagged. “—boyfriend.”

She switched off the cell phone and got inside. The doors slid shut.


INT., elevator.

Lilah pressed the button marked White Room.

As the elevator rose, elevator music played.

Al Stewart’s “The Year of the Cat.”

Lilah said: “Very goddamned funny.”


INT., a bedroom in a heavenly dimension.

Tara opened her eyes, smiled, rolled over in bed and smooched Anya. “Hello, lover.”

Before Anya could reply, Tara rolled in the other direction and awakened Cordy with a hot kiss.

Cordy opened her eyes happily. “I’m so glad there are no vibrators in heaven.”

“I’m glad they allow dildos,” Tara said.


INT., a bistro in the same heavenly dimsention.

Natalie Wood and Mae West were at a table, complaining that Tara didn’t come around any more.

At another table, Joyce Summers and Jenny Calendar smooched passionately as an embarrassed waiter stood there waiting to take their order—as soon as they took their tongues out of one another’s mouths.


INT., an airplane bound for Rome, Italy, three days later.

Buffy slept in her seat. In her lap was a comic book called “Stranger in Paradise,” Terry Moore’s continuing saga of the love between a gay woman and a heterosexual woman—who can’t quite get past the fact she loves another woman.

Buffy murmured something in her sleep.


INT., the Deeper Well.

Deep in the vertical, cylindrical shaft that serves as the final resting place for the ancient demons that once dominated our world, a very famous vampire with a soul paced back and fourth across a crude, wood-and-rope suspension bridge.

Suddenly, Angel stopped. And frowned. And looked inside his pants.

“What the HELL keeps happening to my penis?”


The end.



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