WATCHERS: Lust Will Do by Charles Kelly

DISCLAIMER: Based on "Buffy the Vampire Slayer" and "Angel," created by Joss Whedon; based on "Watchers" created by Susan Carr and CN Winters.

DISTRIBUTION: Ask and I shall approve.


SPOILERS: Buffy, Seasons 1 thru 7; Angel, Seasons 1 thru 5; Watchers Season 1


COMMENT: My inspirations were Ambyrhawke for doing PWP at all and the story "Empty Spaces on a Chessboard" by Mercury for pairing Illyria with someone. The tale is set in the "universe" of my own story "Gone, But . . . " story.

SUMMARY: A PWP set in the scorched and (now) lifeless world of Pylea.

PAIRINGS: Illyria/Willow, Illyria/Samantha Finn; Samantha/Riley; Willow/Sam and Willow/Illyria/Sam.

WATCHERS: Lust Will Do by Charles Kelly


Ext., Pylean sky as three suns set.

The third sun was now nearly out of sight. The travelers from our reality-Riley and Samantha Finn, Clem, Willow and Illyira- sat beside a fire talking.

Illyria tilted her blue head and stared wide-eyed, but without wonder, at the Finns. "Do not eye me with such contempt, humans. I spare your lives only as a courtesy to Willow Rosenberg."

Samantha smiled. "You have a crush on her, don't you?"

Clem and Riley shuddered.

Illyria tilted her head. "I am not familiar with that expre-wait. Fred understood the term. It is not apt. This one lusts for me-I do not lust for her."

Willow blushed.

Illyria looked at Willow. "But I am curious. In the millions of years since my birth, I have never had sexual contact with another female. I wish to explore this aspect of humanity. Will you instruct me?"

Willow's blush deepened.

As did Riley's blush, Clem's blush and Samantha's blush.

"Why are the four of you so startled? You two lust for one another-" Illyira pointed at the Finns. "He lusts for you-" She pointed at first Clem, then Samantha, who received a murderous look from Riley. "-you lust for her as much as you lust for me-" Illyria pointed at Sam as she looked at Willow. Then she turned toward Samantha Finn. "-and you lust also for Willow Rosenberg."

Riley scowled at his wife. "I can't believe you'd even think-"

Illyria said: "You, sir, lust for all the females present."

Willow closed her eyes and whispered: "Thank the Goddess blushing isn't fatal."

"I have been to a world where the coloration of one's face invariably precedes death," said Illyria. She frowned. "That world had no shrimp."

Clem whispered to Riley: "That's the most interesting thing about that world-the fact there's no shrimp."

Riley told him to shut up.

Illyria said to Samantha: "If Willow Rosenberg is unwilling to instruct me in female-female intercourse, perhaps you-"

"I-I'm married."

Riley said: "You experimented in college-why not do it again?"

Willow scowled at Sam. "Lesbians are not guinea pigs, Sam."

Samantha glared at Riley. "That's why you've been after me to do a threesome-you want to see me with another woman!"

"Not Willow!"

Willow crossed her arms. "Why not?" Willow frowned. "Wait a minute . . . "

Riley blushed. "I can't compete with you!"

Sam laughed. "That's how I feel about Buffy!"

"I never cried Buffy's name during sex!"

Willow whispered: "Goddess? Please strike me dead now?"

Illyria asked Willow if the Finns' conversation made sense to her.

"Not really, no," Willow said. "That is my official position. I. Don't. Know. What. They're. Talking. About."

Clem said: "Hey, I've lived a couple thousand years-"

Illyria snorted. "I am over 2 million of your years old, child."

"I was only saying, if I haven't figured out this human desire business in all that time the odds are pretty good it can't be understood."

Illryia ignored Clem and turned her gaze toward Samantha Finn. Her eyes narrowed. "The fact I am over 2 million years old increased your lust for me."

Samantha's blush deepened.

Illyria looked at Willow. "You also desire me more. One of you will join me in my tent."

Willow said: "-you just can't order people to-"

Illyria leaned forward and pressed her lips against Willow's. Illyira's hands remained at her sides. If Willow had wanted to pull away, she could have. She didn't.

At first she just sat there, wide-eyed, as Illyira kissed her.

Then, after several heartbeats, Willow sighed softly and closed her eyes. Willow's lips parted and Illyria's tongue slid into her mouth.

Then Willow put her arms around Illyira's slim waist and pulled the little blue demon into her lap.

Clem, Riley and Samantha all said, "Wow!"

Willow's hands slid down to cup Illyira's ass.

Illyria gently pulled Willow's hands off her backside and stood up. She turned toward Samantha Finn, leaned over, grabbed Samantha's head, and gave her a searing French kiss.

At first, Samantha just sat there, wide-eyed, as Illyira's tongue probed her mouth.

As Illyria kissed Sam, Willow gazed wistfully at Illyria's behind.

Samantha whimpered.

Then Samantha put her hands on Illyria's hips and pulled the blue demon down and into her lap.

Willow croaked: "Jealous now."

Samantha's hands slid up Illyira's sides and then moved to Illyria's front, to play with Illyria's leather clad boobs.

Illyria gently pulled Sam's hands off her breasts and stood. Without a word, she lowered the zipper on her skintight leather attire and shrugged it off the top half of her body. She quickly pushed the leather outfit past her hips and let the outfit drop to the ground. She stepped out of the leather.

"Am I pleasing to your eyes, Samantha Finn?" She turned to Willow. "Or to yours, Willow Rosenberg? I find both of you quite pleasing to my eyes and also to my taste buds. I go to my tent. She who follows me may have me until sunrise-in any fashion she pleases, so long as I am not displeased by her attentions."

With that, Illyria walked, slowly and seductively, to one of the tents.

All eyes were locked on her.

Slowly, and quivering, both Sam and Willow rose to their feet.

The two friends stared at each other, oblivious to the two males present.


Ext., Pylean sky as three suns set.

Cut to:

Willow and Sam, quivering and staring at each other.

Riley Finn gaped at his wife. "Sam, you can't possibly be thinking about . . . sleeping with that . . . that . . . demon? In front of your husband?"

Sam looked at Willow and said, very softly: "I. Can't remember the. Last time I wanted. Anyone. So damn bad!" Tears actually ran down her cheeks.

Down Willow's, too. Willow swallowed. "If-if she doesn't like what you do, she could kill you. Maybe all of us."

"Y-you're only saying that b-because you want her."

Willow blushed and lowered her eyes slightly. "Yeah. B-but it's kinda true, don't ya think?"

"H-how far are you w-willing t-t-to go to be with-"

"Sam? Right now? I'd do Clem if I thought it get me in bed with Illyira." Willow paled and clasped her hands over her mouth. She lowered her hands and looked at Clem with pleading eyes. "I'm so sorry, Clem!"

He smiled and shrugged. "It's OK, Willow, the floppy eared don't find humans all that appealing, either. Although many of you get quite sexy during your Golden Years." He angrily muttered something not quite audible about plastic surgeons and cosmetics.

Willow, Sam and Riley all crossed their arms and glared at him.

Clem pointed at Willow. "She started it!"

Illyria yelled: "My arousal grows annoying! Someone come pleasure me before my lust turns to anger!"

A frightened Clem said: "Sam? I think Willow should . . . ?"

Sam said: "P-please, Willow?"

Riley said: "For God's sake, Sam! I know you think I'm boring in bed, but-"

"Why would I think missionary position in the dark 365 days a year was FUCKING BORING?"

Willow closed her eyes and whispered: "Where is a marriage counselor when we need one?"

Sam said: "Y-you can have me, Willow, if-if you let me have Illyria."


Apparently, the fact she had been dead for most of those 2 million years had done nothing to sate her libido.

Willow's eyes turned pitch black. "We both want her, but only I can control her if she doesn't like it. You want her that bad, Sam? I'll try to talk her into sleeping with you later."

Sam looked at the ground. "Y-you're right." But the disappointment in her face and voice were impossible to miss. "If-if she says no, w-will you do me?"

Willow nodded. "S-sure." She paused. "I can't believe I just promised to do a married woman." She called out to Riley: "Hey, Finn! Give your wife a little variety, will ya?"

Willow stepped closer and cupped Sam's chin in her hand. She raised Sam's tear-streaked face and looked in the tall, quivering brunette's eyes. She then gave Sam a hard kiss. Sam's eyes opened wide, even wider than when Illyria had Frenched her. Sam never closed her eyes as she and Willow kissed. Sam opened her mouth. Willow's tongue went in. Willow's left hand slowly stroked Sam's backside and the other hand gently fondled Samantha's left breast. Sam, whimpering, new tears rolling down her face, began to unbutton Willow's blouse. Willow eased her tongue out of Sam's mouth and shook her head no.

Sam tried to kiss her again, but Willow tilted her head just far back enough to make it clear: That one kiss was it. But Samantha continued to unbutton Willow's blouse as Willow continued to fondle her body.

Willow whispered: "If Illyria thinks I passed her over for you? We're all dead, all of us. Have him take you from behind. That way, you can pretend it's Illyria doing you with a strap-on."

Sam sniffled. "Th-that would help. B-but do you still promise to-"

Willow nodded and called out to Illyria: "I'm coming, Illyria! You said you're mine?"

"You may have me in any fashion you please, until all three suns rise on Pylea!"

Willow hesitantly removed her hands from Sam's body. The brunette insisted on removing Willow's top, revealing a white lace bra.

Willow went to Illyria's tent. Willow took off her bra and discarded it as she walked. She stopped to remove one shoe, then walked about two more yards before removing the other shoe. She left her socks on. At the entrance to Illyria's tent, she took off her pants. She then hooked her thumbs into the waistband of her panties-and stopped.

"No. My butt's my best feature-let her take 'em off and discover it herself." Willow opened the tent flap, dropped to her knees and crawled inside.

Cut to:

Ext., the Finns' tent.

Samantha Finn pulled her black sweater over her head and tossed it onto the dirt as she went to her husband. Riley looked up. Like Willow and Sam, his face was covered with tears. Sam said, "I need you bad, soldier," as she tossed her sports bra to the ground.

Clem coughed and covered his eyes with his hand and excused himself to go use the "little demon's room." Then he ran as though his life depended on it.

Riley said: "You want to pretend I'm her, don't you?"

Sam lifted one foot off the ground and pulled off an army-issue shoe. "I'll let you choose my fantasy, Riley," Sam said. "As long as it's one of them . . . or your ex." She removed the other shoe.

Cut to:

Int., the tent.

It was a small tent, barely large enough for two people. A threesome would have been impractical.

Illyria sat on a military issue sleeping bag, her legs spread wide. She her hands, fingers spread wide, were on the bag and her arms were holding the top half of her body upright. She wasn't lying when she said she was trembling-from the expression on her blue tinged face it was clear she had never trembled so much in her long life. A small puddle of her juices gathered just below her crotch, gathered up in a small indentation in the sleeping bag on which she reclined.

"Please hurry, Willow Rosenberg!"

Willow smiled wolfishly as she crawled into the tent on all fours. Huskily, she said: "Oh. You. Poor. Thing."

Oddly, she didn't sound terribly sympathetic as she and climbed on top of the petite, panting blue demon. Illyria, with some difficulty caused by trembling fingers, began to push Willow's panties down as the two shared their second open-mouthed kiss.

Cut to:

Ext., someplace not far from the two couples.

Clem gingerly touched one scorched tree stump and sat down.

In the distance he heard moaning.

Illyria moaned: "Oh, Willow Rosenberg!"

Samantha moaned: "Illyria!"

Riley grunted: "Buffy!"

Willow groaned: "Illyria!"

The floppy eared demon shook his head sadly and sighed. He put his fingers in his ears. "I thought I was blessed to hear a pin drop from 50 miles away . . . "




Ext., Pylean sky as three suns set.

Cut to:

Int., Illyria's tent.

Willow reached back and took Illyria's hands away from her panties. "Not [smooch] yet [slurp] Illyria. [Smooch, smooch.] After I [smooch] eat your pussy."

Illyria stopped kissing her and glared angrily at the witch. "I do not own a feline and if I did I would rather we had intercourse than watch you feast on a domesticated animal!"

Willow laughed. "It's an expression, Illyira. It means I want to make you orgasm."

Illyria closed her eyes. "I apologize. I meant no disrespect."

Willow kissed her mouth. Her chin. Her throat. Willow lingered on the throat, languidly kissing and licking and gently nipping. She skipped Illryia's collarbone and made her way to the blue demon's modest but symmetrical bust. She only briefly put her mouth on each of the demon's nipples and then continued down Illyria's flat tummy.

Illyria, her eyes closed, whined. "You already conquered me in battle, Willow Rosenberg, must you reduce me to begging for your mercy in my bed? My-oh, Willow Rosenberg!"

Her eyes snapped open and her back arched.

Willow's tongue dipped into Illyria's belly button. (The late Fred Burkle had had an "innie.") She kissed the skin below the navel and began slowly making her way to-

Softly, Illyria said: "Again, please?"

"[Smooch, lick, nip.] Mmm?"

"My navel."

Willow raised her head and looked at the demon's face. "Poor. Dear." She again dipped her tongue into Illyria's belly button.

Illyria sighed. "Perhaps begging . . . is not so dreadful . . . mentor."

Willow opened her eyes and scowled even as she continued playing with Illyria's abdomen. She shrugged and closed her eyes.

"If only you had more mouths . . . "

Willow's eyes opened wide again and, for a moment, she looked a little frightened. Still, she lowered her head between Illyria's thighs and the demon gasped one word.


Cut to:

Close up, Samantha Finn's face.

Her hair was still up. You could hear the sound of human flesh gently slapping against flesh. Sweat dribbled copiously down her face. Her eyes were closed and she very softly whispered: "You're so hot . . . so sexy . . . so petite . . . "

Her husband muttered unintelligible words somewhere behind her.

Cut to:

Blurred screen.

Cut to:

Samantha Finn's sexual fantasy (already in progress)

They were seated at a table in a crowded restaurant. The interior motif was American cafÈ 1950s vintage; the exterior looked unnaturally like Venice, Italy and the music drifting through the open door was French.

At a nearby table, Andrew was flirting with Xander. At another: Kennedy was flirting with Faith, apparently oblivious to the fact she was playing footsie with Robin Woods.

Giles and Becca were . . . well, never mind, suffice it to say they would not have been doing that in the middle of a real restaurant.

Illyria, dressed in a rather bland waitress uniform complete with stained apron, served food to customers.

Willow stood in the doorway, her arms crossed, tapping the floor over and over with her right foot. She looked miffed.

Sam and Buffy were seated at a table of their own. Both were dressed from the waist up.

"So, you wanna?" Sam asked.

Buffy blushed. "I don't know . . . I've never fucked a woman before."


Buffy turned toward the door.

Willow said: "You've known a hot redhead for years and you're gonna have your first girl/girl experience with a het chick?"

Buffy grimaced as she looked at Sam. "Willow's right. If I'm going to have my first experience with pussy. . . it should be with Willow pussy."

Sam flinched. "The joke is worse than the rejection."

Ignoring her, Buffy got up and ran to Willow. The Slayer and the Hacker then . . . did pretty much the same thing Giles and Becca were doing.

Illyria brought the check to Sam's table. "Is there anything else you would like, miss?"

Sam picked up a fork and deliberately dropped it to the floor.

"As you wish, miss," Illyria said, as she knelt under the table and moved into position between Sam's legs.

Cut to:

Close up of Samantha's face in Pylea. (Which in this case is kinda like reality.)

"Oh, yeah, Illyria, you know what I like . . . "

From behind her, Riley grunted.

Cut to:

Close up of Clem, sitting on a tree stump with his fingers in his ear.

The wrinkled demon, his eyes fixed on the three Pylean moons overhead, sang at the top of his lungs:

"Eighty-seven bottles of beer on the wall, 87 bottles of beer . . . "



Ext., Pylean sky at night, three moons moving to the high point in the sky.


Close up of Clem, sitting on a tree stump with his fingers in his ears.

The wrinkled demon, his eyes fixed on the three Pylean moons overhead, sang at the top of his lungs:

"Nine bottles of beer on the wall, nine bottles of beer . . . "

Cut to:

Int., Illyria's tent.

Illyria smiled as she moaned and writhed and pounded the floor of the tent with her clenched fists.

Which is how Willow and her friends learned that pleasuring an Ancient One is nearly as dangerous as antagonizing an Ancient One.

For the Pylean earth shuddered mightily under the blows of the petite demon's fists.

Cut to:

Ext., the Finns' tent.

Sam lay on her belly and her husband lay on top of her. They were both sweaty and exhausted.

The ground shuddered and lurched and an unearthly scream filled the night.

Riley said: "What the-?"

A woman screamed: "I AM CLIMAXING! I AM CLIMAXING!"

Riley said: "Leave it to Illyria to be formal even when she's getting off."

Sam said. "Illyira is so lucky."

"Thanks, Mrs. Finn. Dumb question," Riley said. "Is any of this normal?"

Sam frowned. "Normal? We're screwing each other 100 feet from a burning corpse of a dragon and we're both fantasizing about your ex-girlfriend. For us, that is normal."

"Except I know you're thinking about sleeping with those two and you normally wouldn't think about it-or at least, wouldn't let me know you were thinking about it."

"Shut up and fuck me again, soldier."

"OK, but we do it missionary this time."

Samantha groaned. It was not a happy groan.

Cut to:

Int., Illyria's tent.

The red head and the blue demon kissed passionately. Illyria gazed up at Willow, a contented smile on her face. Her fingers traced small circles on Willow's back. "I wish to do more intercourse, Willow Rosenberg."

"Um, could you call me something besides my full name? It's a little formal for sex."

"How shall I address my sexual mentor?"

Willow shrugged. "Call me anything that's nice that reflects how you feel about me."

Illyria ran her 10 fingertips up and down Willow's back, making Willow shiver. The demon said: "Conqueror. You conquered me in battle and in bed-and I wish to be conquered again."

Willow smiled salaciously and kissed Illyria. "Follow me outside, Flirt."

"Yes, Conqueror." Still smiling Illyria followed Willow outside.

Cut to:

Ext., Illyria's tent.

The three moons were now directly overhead and would soon descend.

Willow and Illyria stood under the sky. Willow turned her back to Illyria. "Take off my panties."

"Yes, Conquer-OH!" Illyria had maneuvered the white lace panties just barely past Willow's buttocks when the blue demon froze, her eyes locked on the redhead's backside. Illyria's voice shook as she said: "Your posterior is symmetrical."


Illyira tilted her head, blinked and said: "I believe Fred would have said: 'Your ass is hot,' Conqueror'."

Willow smiled. "My butt's my best feature."

"As exquisite as your . . . butt . . . is, Willow-" The demon lightly ran her fingertips over Willow's rear. "-it is your mouth that is your best feature. I wish you had two heads, one at each end, that you might kiss me as you eat my kitten." Illyria frowned. "Pussy."

"Illyria? I was raised on a Hellmouth-don't EVER make a wish like that around me!"

"Perhaps you are right, Conqueror. I would not be denied the sight of this ass for all the pleasure your tongue has given me."

Willow blushed. "Take my panties all the way off of me and then get on your back." She looked over her shoulder. "I need an orgasm and you're gonna help me."

Illyria obediently pulled Willow's panties down to her ankles, then knelt behind the witch and helped her step out of them. Then Illyira got on her back and gazed up at the witch.

Willow straddled her face and gasped, her eyes wide, as Illyria penetrated her with her tongue. The red head gasped: "Quick study." She moaned softly as Illyria's hands explored her rear end. Willow leaned forward and buried her head

between Illyria's wide spread legs.

Cut to:

Ext., Pylean sky at night.

The three moons were dipping toward the horizon, but it was still pitch black all around.

Clem continued to sing: "5,000 bottles of beer on the wall, 5,000 bottles of beer . . . "

Cut to:

Blurred screen.

Cut to:

Samantha Finn's latest sexual fantasy (already in progress)

The restaurant must have had a special place in Sam's life because it was once more the setting of her fantasy.

Giles and Buffy sat on the floor, talking about the merits of human versus non-human sexual partners. Buffy took the "more stamina" side of the debate; Giles the "warm body" side. The pornographic equivalent of "tastes great" v. "less filling."

Ironically, Spike and Angel were having a similar debate. Angel, like Giles, preferred partners with a pulse. Giles, overhearing them, seemed more than a little unhappy that he and Angel were of the same opinion.

Andrew begged Jeff for sex. Jeff begged Dawn for sex. Dawn begged Skye for sex. Skye read "The Joy of Lesbian Sex."

Becca and Willow were having a threesome with Mia.

Faith and Kennedy were boxing bare knuckled (and bare assed) over Rowena. The fact Rowena wore a chastity belt (and nothing else) didn't seem to bother either of them.

Illyria finished servicing Sam. The blue demon got up and asked Sam if she wanted anything else.

Sam said: "Can I go down on you?"

Illyria tilted her head. "Only wait staff may perform oral sex."

"Got a uniform?"

"You may have mine." Illyria unzipped the back of her dress, which was a tad small for her petite frame. It was much too small for the tall human woman. "You will have to serve her first," Illyria said. She pointed at Faith.

Sam whined: "Another woman who's been with my man!"

Samantha put on the apron and left the rest of Illyria's uniform on the floor. She crossed the room to where the two brunette Slayers were trading lackluster left jabs over Rowena. Sam asked them if they wanted anything.

Both women said they could do with a little piece. Sam nodded and knelt and put her head between Faith's thighs. Kennedy and Faith continued trading punches, but moved slowly to avoid hurting Samantha.

Faith said, "You know, this chick's better than her husband."

Sam stopped eating Faith and looked up. "Riley never goes down on me!"

"Want me to kick his ass after I cum?"

"Would you?"

"Sure." Then Faith grabbed the back of Sam's head and shoved the other woman's face into her crotch.

Cut to:

Ext., Illyria's tent, an hour later.

The two women were drenched in sweat and Pylean dust clung to their bodies.

Illyria took her mouth off Willow's breast. "Was I adequate, Conqueror?"


Illyria slid up Willow's body to kiss her mouth again. "Conquer me again."

Willow stroked Illyria's backside, which was in various hand-shaped spots a light shade of aqua. Willow said: "Exhausted now."

"After only four orgasms?"

"Only?" Softly, to herself, Willow said: "Lucky demon." To Illyria, Willow said: "I need rest."

"Then tell me how to attend you as you rest for our next coupling."

"How did a ruler get to be so submissive?" Willow gave Illyria's ass a light pinch.

The demon purred in response and nuzzled Willow's neck. "Domination is work," Illyria said. "This is my first experience with play. Tell me how to please you as you rest."

"Wanna give me a massage?"

"May I grind my sex against the small of your back as I rub your muscles?"

"You aren't clear on the concept of rest, are you?"

"You arouse me. And I have had 2 million years of rest."

Willow whispered to herself: "And I thought Tara was insatiable."

"Perhaps you would like me to bathe you?"

"Bathe me?"

"Fred's memories tell of a hot spring near this location." Illyria kissed the tip of Willow's nose. "Or I could bathe you with my tongue."

"That doesn't sound too restful," Willow said. "I think we'd better go with the hot spring."

Illyria slowly, reluctantly, slid off the red head and scooped her up. Willow wrapped her arms around the demon's neck.

"I promise you won't regret this, Illyria."

Cut to:

Ext., Pylean sky at night.

Clem continued to sing: "2,000 bottles of beer on the wall, 2,000 bottles of beer . . . "

He stopped and sighed. "I need more lyrics."

Then he continued: ". . . take one down, pass it around . . . 1,999 bottles of beer on the wall, 1,999 bottles of beer . . . "

In the distance, Riley screamed "Buffy" and Sam screamed "Faith."




Close up of Clem, with his fingers STILL in his ears.

". . . 1,647 bottles of beer on the wall, 1,647 bottles of beer . . . " Tears of frustration rolled down his face.

Willow's voice said: "Clem?"

The wrinkled demon with the huge, floppy ears stopped singing. "Yes?"

"Sleep-I'll give you any dreams you like."

"The Golden Girls?"

"Um, O-K."

VO Willow: "EEEEEEEEEWWWWWWWWWWWWWWWW!!!!!!!!!!!!!!!!!!!!!!!!!!!!!"

Clem lay down in the Pylean dirt, rested his head on his two hands, closed his eyes and drifted off to dreams we need not ponder.

Cut to:

Ext., the Finn tent.

Riley Finn rolled off Samantha Finn, closed his eyes and said: "I'd rather dream about Lena Olin."

Sam frowned. "What?"

Riley smiled, said, "Cool," and went limp. He snored and muttered the name "Lena" over and over.

Samantha sat up and shook her head. "Now what?"

Willow's voice said: "Sam? Riley's dreaming now-why don't you join Illyria and me? Just follow the bouncing light."

Something resembling a firefly (or Tinkerbell) appeared. The tall, nude brunette stood and followed.

Cut to:

Ext., Pylean sky at night, two hours before sunrise.

Cut to:

Ext., a natural hot spring in Pylea, surrounded by smoldering tree stumps and empty suits of armor.

The pool was a natural hot tub. The outer edges were by no means symmetrical, but the waters were only a yard or so deep and the two women rested at the edge of the water. Steam curled up from the surface and disappeared in the night air of Pylean. Illyria held Willow in her arms. Willow's head rested, eyes closed, on Illyria's right shoulder. The blue demon scooped up water with her left hand and poured it on Willow's shoulder.

"Are you well rested, conqueror? If Fred's memories serve me, you have me only for a very little while longer and I wish to be fucked many more times."

"Mmmm . . . this is very nice, Illyria." Willow opened her eyes. "Wanna do something for me?"

"Always. My sex is as warm as this pool."

"I . . . kinda wanna have a threesome."

Illyria frowned. "Please do not ask me to mate with the wrinkled one-or the boring man."

"I meant you, me and Samantha Finn."

"She is aesthetically pleasing and I liked the way her hands felt on my behind."

Willow frowned. "You don't like the way I feel your ass?"

"I like it very much, Conqueror," the blue demon said. "But her touch is different. You touch me in a way that suggests you possess me. She touched me in a way that suggested she wanted to be possessed." The demon smiled down at Willow. "As much as I enjoy being your conquest, I would like to dominate someone sexually."

"Um, I just went to a really scary visual place."

"I thought you would be pleased-my conquests are yours also."

"Scarier visual place."

"I am confused, Conqueror. You want to have a third female join in our sexual encounters, but you do not want to watch?"

"Um, actually . . . I'm very much with the watching, and the participating, but I'm a little worried about what you could do to a, um, conquest. She's not a demon or a witch or Slayer-she's an ordinary human woman, Illyria. You could seriously hurt her if you weren't very careful."

"Then I will do nothing to her without your prior approval."

"Illyria, aren't you forgetting something?"

"I cannot imagine what I could possibly forget."

"Samantha's approval is also required."

"I sense there is little she would decline in a sexual experience."

"Don't be so sure," Willow said. "Sometimes people think they want something-but they really don't."

Sam's voice said: "I really want to be yours. Both of yours."

Willow raised her head and Illyria turned hers. Samantha Finn stood naked by the hot spring, rubbing her breasts and her crotch. Oddly, she blushed.

In unison, Willow and Illyria said: "Oh. You. Poor. Thing."

Oddly, neither sounded at all sympathetic.

The witch and the demon climbed out of the water and walked very deliberately toward the tall, trembling brunette. Willow reached her first-and pulled her in for a hot, wet kiss. Willow stroked her back as they kissed while Illyria stroked Sam's backside. When Willow broke off, Illyria pulled Sam in for another hot, wet kiss. Illyria now stroked Sam's back as Willow stroked her butt.

Willow croaked: "Lay face down, Sam, legs spread."

Sam did as Willow asked. Willow knelt beside Sam's head and told Illyria to kneel by her feet. "I'll start here, you start there and we'll smooch in the middle."

Illyria said: "I do not understand, Conqueror."

"You will."

Willow pulled Sam's hair from the back of her neck, then kissed and licked the base of Sam's head. Illyria frowned, then leaned forward and kissed the sole of Sam's right foot. Willow moved down the back of Sam's neck and, vertebrae by vertebrae, kissed and licked her way down Sam's spine. Illyria moved up Sam's leg.

Willow moved more quickly than Illyria and she was closing in on the base of Sam's spine as Illyria languidly laved Sam's right thigh. Illyria stopped to groan: "The scent of her sex is intoxicating."

Willow giggled. "Then eat her-and kiss me when you're done."

Illyria knelt between Sam's spread legs and lowered her face to the brunette's vagina.

As the blue demon slurped and Samantha moan, Willow kissed and nipped her way over Sam's left cheek until she reached Sam's left leg-and there she kissed and licked Sam's leg all the way down to her feet.

Sam pounded the dirt with her fists-and screamed Illyria's name.

Willow raised her head from the sole of Sam's foot just in time to receive a wet French kiss from Illyria.

Illyria said: "My sex throbs, Conqueror."

Willow said: "Sam, roll on to your side. Illyria, position yourself so you can wrap your legs around Sam's head-but at an angle."

The other two women obeyed-and then Willow positioned herself so that Illyria's head was between her legs and her head was between Sam's. Willow said: "Now we eat each other. . . . "

And with those words, the three women began languidly lapping one another as they stroked each other's flesh.

Cut to:

Close up of Riley Finn, sleeping.

"Jennifer! Lena!"

Cut to:

Close up of Clem, also sleeping.

"Estelle! Bea! Rue! Betty!"

Cut to:

Sam's last sexual fantasy.

Spike, Riley and Xander Harris were all fully dressed. They sat at a bar drinking boilermakers-and complaining mightily about the woman who stole their women.

Sam sat on the edge of a sofa. She was nude, her legs spread wide. Buffy knelt between her legs, devouring her. Behind Buffy stood a line of nude and clearly horny women waiting to take their turn with Samantha Finn.

Directly behind Buffy was Willow, behind her was Faith and behind her were Illyria, Kennedy, Vi, the late Maggie Walsh (don't think about it, you'll go insane), Becca Montague, Kate Lockley, Lilah Morgan and Drusilla.

Without uttering a word, Spike picked up a wooden stake and dusted himself. Riley put his 9mm pistol to his head.

A gunshot rang out just as Sam climaxed under Buffy's attention. Sam petted the sofa beside her and told Buffy to have a seat. Buffy did as she suggested.

Xander Harris looked at the pile of ash that once was William the Bloody and at the corpse that was once Agent Riley Finn. Then Xander looked at the lesbian orgy in progress. Willow was devouring Sam as Sam advised Buffy on how best to satisfy the redhead.

Xander sighed: "And STILL more romantic than Faith!"

Faith, about to go down on Samantha as Willow put her head between Buffy's legs, shouted: "Hey!"

Cut to:

The Pylean sky. Two suns are above the horizon. Only one sun left to go.

Willow nursed on Sam's breast as Illyria feasted on Willow.

Sam sighed: "Two women really is one and a half more lovers than I can handle."

Willow took her mouth off Sam's breast just long enough to murmur: "Completely fucked out now."

Illyria took her mouth off Willow's sex and said: "Our conqueror is spent. I will fetch her clothing."

"N-no, I'll do it. That way you can have a little more time with her. Willow, honey? I'm gonna give you to Illyria now."

"OK, exactly when did I become the bottom in this relationship?"

Samantha and Illyria gently eased Willow onto the ground.

"I believe that moment came an hour ago, when you wept that you could no longer move, Conqueror," Illyria said.

Sam kissed Willow's cheek. "Call me if you ever decide to have an affair with a married woman."

Samantha stood up and left. The other two women watched her leave.

"Nice girl," Willow said.

"I believe it is her chest you find nice, Conqueror."

"I'm not looking at her chest, Illyria."

"Her ass is also nice, Conqueror. I have a final request to make as your sexual servant."


"I wish to lick your navel as you licked mine."

"Oh . . . kay . . . but you gotta promise that what happened here remains our secret."

"Believe me, Willow Rosenberg, I have no intention of telling any world that I begged you to lick my navel . . . or anything else, for that matter."

Then the little blue demon dropped to her hands and knees and began worshiping Willow's tummy.


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