Spike huddled in the shadow of a dumpster with the blanket he had snatched from Anya and Xander's place covering him.

He didn't know where he could run, Buffy knew all the places he hung out. He had been heading for the sewers but the sun was too strong and the blanket was too thin, forcing him to take refuge in an alleyway next to The Taiwan Palace restaurant.

Here he sat, with his pants and shirt on, but no shoes, feeling miserable. Spike pulled the blanket wrapped around him tighter, the only part of him exposed was his face.

'Couldn't Buffy have waited just a little longer to show up? Didn't even get to enjoy the afterglow...'

He hadn't felt this despondent since the days following the chip being put in his brain. Buffy was going to kill him. He didn't know what he could possibly say or do to talk her out of it.

'Why isn't she affected, damn it!? Must have something to do with being the Slayer...makes her immune... Maybe I should just go back to Rupert's, take my chances with him.'

"Spike?"

He jerked his head up to look at the woman standing in front of him. He had been so engaged in self-pity he hadn't heard her approach.

Tara stood looking down at him with a confused expression on her face. She wore a long, gauzy, long-sleeved white dress with a burgundy colored corset laced up the front. Her long blonde hair flowed around her shoulders.

"Glinda? That you?" He squinted.

He was starving and more tired than he'd been in a long time, his brain was having trouble processing information.

"Spike, what are you doing outside during the day? Are you okay?" She crouched down to his eye level.

"No, I'm as far from 'okay' as you can get, luv."

"What happened?" she asked, genuinely concerned about him.

He felt touched that someone actually seemed to give a rat's ass about his welfare.

"Well, where do I begin?" He took a deep breath and began. "A demon exploded, I got covered in it’s guts, the demon's blood had some kind of magical effect on me, making everybody I come in contact with hot for my bod, Giles and Joyce tried to get in my pants, I had sex with Anya and Xander, Buffy walked in on us, accused me of raping them, I escaped, ran into this alley and now I'm just waitin' till the sun goes down or she finds me and dusts me, whichever comes first."

Tara stared at him, her mouth working silently. "Oh," she said after a minute. "Well, that's...something. Wow."

A few moments passed while she digested what Spike had told her. Then she looked back at him and smiled slightly.

"It'll be okay, Spike. We'll figure something out." She stood back up. "I'll get my car and pull it in front of the alley, then you can jump in the back. And I'll take you to my place." She started walking out of the alley.

"Wait!" Spike called.

Tara stopped and turned.

"If you come near me you'll be affected, too. It's happened every single time...except for Buffy." He frowned.

Tara smiled amiably. "I'm a witch, remember? I'll do a spell to protect me from any kind of enchantment, and maybe find a way to get rid of whatever that demon's blood did to you. I won't let Buffy hurt you, so don't worry, all right?"

As dire as his situation was, he couldn't help but smile back at her. She was a comforting and kind-hearted soul. A most welcome addition to that motley crew that called themselves 'the Scoobies'. They could learn a thing or two from Tara.

"All right, Tara. Thanks."

She left the alley. A few minutes later a blue car pulled up outside the alley. Tara got out and opened the back door.

"Can you make it, Spike?" she asked, holding the door open.

"Yeah, I reckon I can."

Spike made a mad dash for the car and dove onto the backseat. Tara shut the door as soon as he was safely inside and got behind the wheel.

"You okay?" she asked as she drove, glancing in the rear-view mirror, forgetting momentarily that she wouldn't be able to see him in it.

Spike hunkered down in the space between the front and back seats. "Yeah. Hardly even smoldered at all this time."

"Are you...hungry?" she asked a with a hint of nervousness.

"Now that you mention it, yeah, pet, I'm famished. But I can go a bit longer without eating, no worries."

"No. If you're hungry I'll stop at the butcher's. We're coming up on it right now, I'll just pull in." She pulled into a space in front of one of Sunnydale's many butcher shops. She turned around on the seat to look down at him. "Will you be okay for a minute while I go in?"

He smiled gratefully. "Yeah, I'll be fine, luv."

She was a hell of a woman. Red was nuts for letting her get away.






Tara sat in the middle of the sacred circle, spellbooks and magical paraphernalia arranged around her on the floor. Spike sat across from her, sitting Indian-style. Fragrant incense burned in a censer, candles lit the room. Their hands were joined.

Tara finished reciting the spell:

"Goddess, Hecate, let my mind remain clear, my will remain my own.
Let no enchantment or magicks cloud my thoughts.
Thy Will be done, so mote it be."

She opened her eyes and smiled. "There. That will protect me from...the effects you described."

She closed the Circle and began cleaning up.

"That's it?" he asked. "No big light show or anything?"

Tara laughed musically. "No. I'm not into a lot of flash. I'm just a simple country girl."

"You're not a simple anything." He smiled warmly. "You're somethin' else, Glinda."

She ducked her head shyly, a curtain of hair hiding her face. Spike helped her clean up the sea salt they used to make the Circle and gather her spellbooks.

They sat on the couch after everything was put away.

"You're sure it worked?" Spike asked.

"It must have. I'm not...no offense or anything, because, hey, lesbian here, but I d-don't find you any more attractive than I usually do," she stuttered, blushing slightly.

Spike couldn't resist a little harmless flirting. He gave her a sly smile. "How attractive do you usually find me?"

"Umm, well , you're a very handsome man...but being a man and all, you're not my 'type'. You'd make a gorgeous woman though!" she said, trying to spare his feelings.

He laughed. "Thanks...I think." She laughed with him. "How are things workin' out for you in your new flat?" Tara had moved into a small apartment off-campus when she left Willow.

She shrugged. "It takes some getting used to..." She smiled sadly. "But I'm doing all right."

Spike yawned widely.

"Would you like to get some sleep? You look so tired."

"Yeah...I'm bleedin' exhausted. I'll just curl up here." He put a pillow on the arm of the couch.

"No. Use my bed, I insist. It's only 5 o'clock, I won't be going to bed for a long time yet. Go ahead."

"If you're sure?" Tara nodded. "Thanks." Spike yawned again. "God! I'm so bloody tired! But I think I'll have a quick shower first, if that's all right?"

"Sure, be my guest." She smiled.

He nodded and smiled at her.


Spike emerged from the bathroom ten minutes later, squeaky clean. He had put on the same clothes since sleeping in the raw, like he preferred, probably wouldn't go over well with Tara.

Tara was at her desk reading a text book and taking notes. She looked up from her book . "Have a good shower?"

"Yeah, luv." He yawned. "So fucking tired," he muttered as he went across the room to her bed and flopped down onto it.

Tara came over and put a quilt over him. "Sleep tight," she said sweetly.

Spike mumbled his thanks. It wasn't long before he was snoring lightly.






Spike awoke to the sound of low voices. He stretched and sighed. The sleep had done him good.

"Look who's awake." Willow walked into his line of sight.

"Red? What are you doin' here?" He sat up and rubbed the sleep out of his eyes.

"I came by to drop off some stuff Tara left at our -- my place. You feel alright? I noticed you had kind of a pinkish-hue. I felt your forehead, you actually felt a little warm," she said, sounding concerned and curious.

"I'm fine. What time is it?" Spike asked groggily.

"A little after ten," Tara said, coming to stand beside Willow. "I told Willow what happened. The demon blood thing and Buffy being on the warpath."

Spike looked at Willow anxiously. "You won't tell her I'm here, will you, Willow?"

"Nope," Willow said, popping the 'P' sound. "Your secret’s safe with me."

He sighed with relief and smiled. "Thanks, luv."

Willow sat on the end of the bed, a devilish grin on her face. "I won't tell Buffy. I'm doing you a BIG favor. Lying to my bestest buddy and everything."

Spike’s smile faltered. "Well…yeah, I said 'thanks'... I appreciate it. It's just till we get all this sorted, then maybe I can use this silver tongue of mine to convince her not to stake me."

"Hmm," Willow said. "Silver tongue, eh?" She giggled. "I think we can find much better uses for it than talking to Buffy. What do you think, Tara?"

Tara put her arms around Willow's waist from behind and rested her chin on her left shoulder. "I think you're right, sweetie." She kissed the side of Willow's neck.

Spike was puzzled. "Wh-What do you mean 'better uses'? And I thought... Didn't you two break up?"

"Isn't he cute when he's confused?" Tara smiled. "He gets the most adorable little crinkle in his forehead. See it?"

"Mmmhmm," Willow agreed. "Well, Spike, it's true, Tara and I did break up. Because I screwed up. But she's willing to give me another chance. We found something else we have in common."

"Oh? And what's that?" he asked warily. He was getting a very weird vibe from the women.

Willow and Tara broke their embrace and moved to opposite sides of the bed, sitting down on either side of him. Spike eyes darted from one to the other.

"You," Willow said breathily.

They closed in and snuggled up against him. Two sets of hands caressed his chest and ran through his sleep rumpled hair. Spike was distressed, not that he hadn't had naughty thoughts about the two beautiful Wiccans before, but Tara cast a spell to prevent this from happening again.

"Let us love you, Spike." Tara kissed his jaw.

Willow kissed the side of his neck and moved her hand down, rubbing his inner thigh.

'What the hell am I supposed to do?! If they keep this up any longer...'

Spike broke free from them, crawling quickly off the end of the bed and falling on the floor. He jumped up and made a break for the door. Suddenly, he was frozen in place, he couldn't move a muscle.

"Tsk, tsk, tsk." Willow walked in front of him. "That wasn't very polite, Spike."

"Yes, very rude!" Tara said teasingly, she went to the door and locked it.

"What did you do to me?" Spike panicked.

"Oh, it's just a little halting spell. Don't be such a baby, baby." The girls giggled. "I'll remove it when you learn to behave. Tara, help me put him back in bed."

Tara and Willow each grabbed an arm and lugged Spike's body back to the bed.

"Let me go! What happened to the spell? Tara, you said the spell would protect you!"

They laid Spike down on his back.

"It did, silly!" Tara laughed sitting next to him. "What I -- what we -- feel for you is completely natural."

"No, it bloody well isn't!" he cried. "You're lesbians! And in case you haven't noticed, I'm a man!"

"Oh, we noticed all right!" Willow pushed open his unbuttoned shirt, running her hands over his toned torso. Her hands were joined by Tara's. "It's not that I just prefer women, I prefer one woman. And now I prefer one man, namely you." She nibbled at his full bottom lip, capturing it between her teeth and letting it snap back.

"I have to admit that I fantasized about you joining me and Willow before. Please Spike, won't you play with us?" Tara looked at him with those big doe-eyes of hers as she placed a line of kisses from his neck down to a perky nipple, circling it with her tongue.

He closed his eyes and gritted his teeth. "Oh God, please stop! I can't -- I just can't! You two will do somethin' horrible to me when this is all over!"

"Is that what you're worried about?" Willow asked. "Then I think I know a way we couldn't possibly blame you. Come here, Tara."

She knelt on the bed, Tara rose to her knees too. They started kissing hotly, leaning over Spike's prone form. He knew he should close his eyes, he shouldn't look at them, but...he was a guy. If he had a chance to watch two attractive women getting it on he was biologically programmed to watch.

Willow and Tara undressed each other slowly, kissing deeply and caressing the other's body until they were down to bras and panties. Spike laid in between them, captivated by the erotic display. The women finally separated. Willow smiled down at Spike as she unhooked Tara's bra and removed it.

"Like what you see, Spike? You wanna play, too?" Willow cupped one of Tara's large breasts and batted her eyes at him coquettishly.

Spike was having trouble forming words, the borrowed blood in his veins was no where near his brain. His eyes were blackened with desire, his lips parted, his breathing rapid and he had a hard-on that could punch a hole through concrete.

'Buffy's gonna kill me anyway... So I should bloody well go for it! This might be the last pleasure I ever get to experience.'

"How can I play if I can't move, pet?" Spike said, watching Willow fondle Tara's bare breasts, his voice was low and rumbly.

Willow grinned as she tossed Tara's bra over the bed.

"I removed the spell five minutes ago. I knew you wouldn't be going anywhere once we got started."

Spike tested his arms and legs. Yes, he could indeed move them. He looked at Willow with a naughty smile on his lips. "You're a bad girl, Red. A very bad girl..." he mock-scolded her.

Willow went to him, pushed his shirt down and off his arms, throwing it behind her. The girls laid down on either side of him, taking turns kissing him and each other soulfully. Their hands met at the top of his jeans, working together to free his stiff cock. It sprung out into their hands, Spike inhaled sharply as they began stroking him.

"Tara, honey, help take off his pants," Willow said.

They got to their knees and shoved his pants down his legs and onto the heap of clothing on the floor.

"There, that's better." Willow smiled as she reached behind her and removed her own lilac colored bra, then threw it aside.

Tara was stroking his cock and looking at it intensely. "I've never seen one up-close and personal. It's neat...it looks a little bent. Are they all like this?"

Willow chuckled. "No, not all are bent. Figures that Spike's would be." She smiled and stuck her tongue out between her teeth.

"Very funny, Red." Spike licked his upper lip.

"I bet it's good for hitting all those hard to reach places..."

She bent down and put her mouth on the head of his cock while Tara held it for her, swirling her tongue around it, sucking lightly. Tara looked at Spike's face when he moaned, taking note of his reaction. Willow licked up and down the sides of the rigid member, flicking her tongue like a snake, before taking him into her mouth again.

"Unnnh! Willow, where did you learn -- Ahhh -- to do that?" Spike gasped.

She lifted her head, grinning at him. "I've watched a porn movie or two, or three. Go on Tara, try it. And you taste really good by the way, Spike! Like...strawberries and cream!"

Tara lowered her head and tentatively flicked out her tongue to taste him. After a couple of swipes she licked more enthusiastically.

"Mmmmm!" Tara smirked. "You do taste good, Spike. Like ripe watermelon."

She licked up and down along the vein like she saw Willow do then took as much of him as she could into her mouth.

"Wave your tongue around while you suck, sweetie," Willow instructed her. Spike moaned appreciatively. "Good. Keep at it."

Willow draped herself on his chest, kissing and licking his nipples. "Spike?"

"What -- Ahhh -- luv?"

"You remember the time you kidnapped me and Xander? When you wanted me to do that love spell for you? Oh, and the time you came to the dorm looking for Buffy and tried to bite me?"

Spike looked at her cautiously, he didn't know where she was going with this. "Yeah..."

"Well, at the time I was scared *lick* but *lick* after that...*lick* I had thoughts of the extremely naughty kind about you." *lick*

"Hmm -- Ahhh -- Is that so?" he groaned and smiled at Willow then brushed aside Tara's hair so he could watch her sucking him off.

"Uh-huh. I had dreams...things would happen differently than they actually did. In the factory, I would seduce you and make you forget all about What's Her Name. You would do such delicious things to me... And when you came looking for Buffy in the dorm, when you discovered you couldn't bite me, I suggested we do something else instead." She nibbled at his lip.

"Why, Willow! You dirty girl! I never knew you had it in you, luv." Spike kissed and sucked at her swan-like neck.

"Mmm...speaking of having it in me..." She giggled.

"Tara, pet -- Uhhh -- stop. I'm gonna cum if you keep doin' that."

Tara pulled her mouth off his cock. "Did I do it right?" she asked insecurely, wiping her mouth.

"Oh yeah, you did very well, " he assured her.

She moved up and pressed her lips to his, their tongues tangled together. Willow removed Tara's and her own panties while Spike and Tara made out, then swung a leg over his body to straddle his hips.

"I'll go first, okay?" she asked Tara.

"Mmm'kay," Tara mumbled against Spike's lips.

Willow stroked his amazingly hard, drooling cock and lowered herself onto him, inch by inch, until her ass rested against his pelvis. She started moving on him.

"C'mere Glinda, sit on my face and tell me that you love me," Spike joked, referring to the Monty Python song.

Spike and Willow helped Tara move into position to straddle Spike's face, facing Willow. He parted her dewy folds with his fingers and licked her pussy from top to bottom and back, over and over again, before entering and exploring her inner walls with his long tongue. His fingers rubbed gently around her engorged clit.

"Uhhh! S-Spike! Ahhh!" Tara whimpered.

Willow bent forward to kiss Tara while she rode Spike like a prized pony. Willow squeezed and fondled Tara's tits as they kissed. She bounced faster and dropped down harder on Spike’s cock, until she was riding him at a gallop. She tore her mouth from Tara's with a gasp.

"Oh, Goddess! Ohhh, Spike! Uhhh! I'm cumming!" Willow screeched.

Tara reached over, rubbing and pinching Willow's clit.

"Mmm! Ahhhh--Ohhhhh!! M-Me too! Ahhh!" Tara moaned loudly.

Spike fucked Tara with his tongue as his fingers danced over her throbbing bud.

"AAAHHH! YES!" Willow wailed, cumming hard.

"SPIKE! Ungh! Ahhh!" Tara ground her cunt onto Spike's mouth.

The witches trembled, embracing each other and moaning into each other's mouths as Spike brought them both off. He continued drinking deeply from Tara's convulsing pussy, slurping up the copious amount of liquid that ran onto his tongue. He was surprised he hadn't cum yet, considering the fact he'd been ready to pop when he just watched them kissing. Tara's thighs began to shake as a second orgasm quickly followed the first.

"Ahhhh! Yes! Ohh, Goddess!"

She collapsed against Willow who helped her off of Spike to lay on the bed next to him. Spike wiped his face with an index finger and licked the sticky juice off.

"Mmmm. You're delicious." He caressed Tara's face and kissed her deeply.

"Spike, you didn't cum?" Willow asked.

"No, not yet, luv."

He squeezed Tara's tits and suckled at her nipples gently. Spike hadn't shagged a woman with some meat on her bones for a while. He'd always tried to make Dru eat more to fatten her up a bit, but it never worked.

Willow dismounted. "Let's fix that. Tara do you want him to fuck you now?"

"Ummm, yes, please," Tara whispered.

Spike looked at her, frowning. "You don't sound too sure about that."

"It's just that...I didn't... I never..."

"She's never been with a man before," Willow explained, stroking one of Tara's thighs.

Spike's eyes widened. "You're a...virgin? You never... Not even once to see if you liked it?"

"I liked women. I never wanted to try it with a man...until you, that is." She smiled adoringly at him. "I want it, Spike. I want to...feel you inside of me." She caressed the side of his face. "Please."

"I-I don't know if I can. The chip... If I cause you pain it'll go off. And there's always a bit of pain for a virgin."

Tears welled up in Tara's big expressive eyes. She bit her lip. "You just don't want me. You think I'm fat and ugly!" she cried.

Willow laid down beside her.

"That's not true, baby. Spike thinks you're very hot," she soothed. "Isn't that right, Spike?" She looked at him pointedly.

Spike felt flustered. He hated it when girls cried, especially when he was the cause of the tears. He never knew what to say. He liked Tara quite a lot and it broke his unbeating heart to see her upset. He had to let her know how attractive he found her.

"Tara, pet." He took one of her hands in his and applied a soft kiss on the back of it. "You're beautiful. I've wanted to shag your brains out from day one, and that's the truth." Spike placed hot wet kisses from her neck to her breasts. "And you're not fat. You're voluptuous. Much better than the stick figures I've seen runnin' about." He smiled disarmingly, the corners of Tara’s mouth twitched up into an answering smile. "You're soft and rounded in all the places a woman should be." He kissed her lips languidly, trying to convey how desirable he found her. "I'm just concerned about the pain involved, for both of us. "

"Please, Spike. I want you, I need you..." she whispered fiercely.

He sighed resignedly. "Okay, pet. We'll try."

Tara's face lit up. She spread her legs apart in anticipation.

Spike shifted on top of her, propping himself up on his elbows over her. He kissed her tenderly. "You're sure?" he asked one last time.

She spread her legs further apart. "Yes!"

Willow took one of Tara's hands in hers and reached the other between her lovers' bodies to grasp Spike's cock, guiding it to Tara's pussy. She rubbed his hardness up and down on Tara’s swollen labia and tapped it on her clit, teasing both of them at once. They moaned.

"You guys ready?" Willow asked eagerly. She was getting so hot again, she couldn't wait to watch them fuck.

They nodded. She placed his cock at Tara's opening. Spike pushed into her slowly, giving her time to adjust to his considerable size, until he reached her barrier. He looked at her, waiting for her permission.

"Yes," Tara said confidently.

He buried his face in her hair and thrust swiftly into her.

"Owwww!" they both cried out.

Tara squeezed Willow's hand tightly, her brow scrunched up in pain. Spike blacked out from the pain the chip sent shooting through his head.

"Spike? Spike, are you okay?" Willow and Tara were talking to him and stroking his arms and back.

"Huh? Wha--" He raised his head to look at them. "Bloody chip," he mumbled, shaking his head to clear it.

"I'm sorry, Spike. I didn't mean to hurt you!" Tara's eyes started getting watery again.

"It's okay, Tara. I'm okay now," he soothed. He kissed her cheek and slid his mouth over hers.

"You wouldn't answer us for a minute, we were worried we broke you," Willow tried to interject some humor.

Spike smiled. "It's already worth the pain. You ready for me to start movin', luv?"

Tara nodded enthusiastically. "It doesn't hurt anymore."

"Right," Spike said as he started moving ever so slightly in and out. "Bloody Hell -- you're so bloody tight!" He squeezed his eyes shut.

"Uhhh! Spike! Faster! Ahh!" She brought her knees up around his hips and thrusted back at him. Spike paused. "Don't stop, Spike!"

"Shhh. I'm gonna get back to it in a sec. Red, gimme that pillow behind you." Willow handed him the pillow. Spike lifted Tara's ass off the bed effortlessly and slid the pillow underneath. "There," he panted. "You'll enjoy the different angle."

He laid back on top of her and thrust back in. He fucked her fast then slow, shallow then plunging as deep as he could get -- Spike liked to switch up his rhythm, keep them guessing.

Willow moved up behind them, reaching between their legs to run her hands over where they were joined. Petting and rubbing, gently tugging on and rolling Spike's balls in her hands.

Tara moaned loudly as Spike pounded into her.

Spike used every trick he ever heard of to keep from cumming too soon. He succeeded for several minutes, but it was becoming impossible.

"Fuck! Ahhh!" he shouted. "Gonna cum!"

He pistoned in and out of Tara, still having enough control left to be careful not to hurt her.

"Uhhh! Spike! Yes! Ohhh!"

She dragged her nails down his back, leaving a trail of red lines in their wake. This kitten had claws. Willow's rubbing became rougher. The slight pain from the scratches combined with Willow's attentions pushed him over the edge.

"Tara! Ungh! God!" Spike howled, spurting inside of Tara.

"Spike! OHHH Goddess! YEEESSS!" she screamed in ecstasy.

When the tremors subsided, Tara folded Spike into her arms, kissing his cheek and running her hands lightly over his back and caressing the back of his head. He kissed the crook of her neck gently.

Willow moved back up the bed, brushing her fingers through Tara's hair and rubbing Spike's back. "You guys alright?" She smiled. Watching the two of them go at it had really turned her on. She wished that they'd do it again, but she wanted to take her turn again first.

Tara opened her eyes and smiled, completely satisfied. "Mmmmhmmm. Spike...I never knew it could be so wonderful," she purred. "You were incredible!"

He lifted his head and kissed her on the tip of the nose. "You were pretty fucking incredible yourself, Tara-pet. I can die happy now."

"First of all, you're already dead. And second, it's my turn again. So no dying or dusting or whatever!" Willow laughed.

Spike pulled out of Tara then laid on his back between the witches.

"Give a bloke a minute or two to recover, Will. I'm not a bloody machine, ya know."

"Yes you are." Willow snuggled into his side. "You're a looooovvvvvve machine, and you won't work for nobody but us!"

They laughed. Tara played with his cock, stroking and lightly grazing it with her fingernails.

"You're one strange bird, Red," Spike said fondly, putting his arms around their shoulders.

"Okay, you ready yet?" Willow asked getting up on her hands and knees. "I want you to shag me doggie style while I eat Tara's yummy pussy. Sound like a plan?" She wiggled her ass at him.

Tara giggled as his cock twitched and jumped back to life in her palm.

"That sounds like a plan I can get behind." He grabbed Tara and kissed her soundly before crawling over to Willow like a jungle cat.


The three of them spent the next several hours pleasuring each other in many different ways and positions. Tara's neighbors didn't get much sleep that night...





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