Title: Take Out the Other One
Authors: Dee and Elixie
Rating: NC-17 for lots of hot, steamy, raunchy, sweaty…ahem…sorry, for sexual situations. Including some f/f slash
Disclaimer: We don't own them, we're just letting them release a little tension. And all for free.
Pairings: Buffy/Fred, Buffy/Giles, Fred/Angel
Summary: The Sunnydale Gang visit L.A. for some R&R.
Spoilers: Set after "Chosen" but not really spoilery

Note: This was a PWP that was screaming to be written. This is what happens when the two of us are left on our own.

She sat across from Angel's former love. She wanted to know who was this woman that made him so afraid to love again. The woman that had stolen his soul and left him tortured and alone. Fred thought she was pretty and had a nice smile. Now that the First had been defeated, Buffy and the others had come to LA while they healed and figured out their next move. Even though they were all in the same building now, Fred was certain that Buffy thought it was strange for the shy brunette to visit her room.

.

Buffy wasn't what she had expected. As she looked at the petite figure, Fred found herself distracted by thoughts of how small the girl was and how tightly she was built. Again and again, Fred found her eyes drawn to Buffy's perky breasts and wondered if they stayed that way from all the slaying.

Buffy couldn't help but see how how nervous and shy Fred was. She realized she was distracted by how Fred's hair shaped her face. Even behind the glasses, Fred's eyes hinted at the beauty and feeling they held. She couldn't understand what Angel didn't see in Fred. Her heart shaped face was beautiful and her smile sparkled. She reminded Buffy of Willow when they had first met. Buffy felt the old regrets and feelings she had long thought vanished return. As Buffy, tried to concentrate on what Fred was saying she found that old fantasies long forgotten were trying to take over once more. Now she was having a second chance to live and she knew she needed to live every moment to the fullest.

Fred smiled at Buffy, wondering what was going through her mind. She knew that Buffy was hurting from losing Spike, but still found herself wondering.

Fred fidgeted a bit, slowly, unconsciously, leaning closer to Buffy listening to her intently. Whatever words were said became blurred as Buffy became overwhelmed by the scent of this woman whom she had just met. Buffy found herself attracted to Fred's lips. Whatever she was going to say was forgotten, as on an impulse, Buffy leaned in and kissed her

.

Fred froze for a moment, as if unsure, then returned the kiss. She opened her mouth to welcome Buffy's tongue and let Buffy pulled her closer, as Fred let her hands slide to the breasts she had admired earlier, feeling the firmness and marveled at how they fit in her palms perfectly

:

Buffy pulled away and smiled, admiring Fred, then slid her hands up Fred's blouse. Buffy smiled more when she found that Fred was braless, and Buffy flicked her nipples gently teasing them. Fred moaned at the contact and leaned in, wanting more.

Fred panted as she undid the buttons on Buffy's blouse, and leaned in to take one of those perfect breasts in her mouth. Buffy shivered with pleasure and pulled Fred's mouth to hers, longing to kiss her again as she undressed her. Fred smiled as she moved her kissed from Buffy's mouth and down her throat, causing a whimper of desire from the blonde. Fred let her hands roam, taking in the softness of Buffy's skin as she slowly worked her way down to the button of Buffy's jeans. Buffy moaned from Fred's delicate demanding touch and leaned back so Fred could work on her jeans.

Fred moved her kisses to Buffy's stomach, feeling pleasure as Buffy's stomach muscles fluttered under her lips, all the while undoing and easing Buffy's jeans down her hips. Buffy marveled at how sensational a woman's touch was and she felt butterflies flutter in her stomach in anticipation of what was to come next.

Fred kissed Buffy's thighs lightly, deliberately avoiding giving Buffy was her undulating hips were asking, even begging for. Fred teasing intensified Buffy's need and she thrusted her hips towards Fred. Fred grinned as she slowly moved her mouth over the heated musk that was coming from the moaning girl and fought back a chuckle at the moan she heard when she slowly ran her tongue between the lightly furred lips before her. Buffy tried to resist the urge to squirm from the velvety touch of Fred's tongue. Buffy's need to be in charge disappeared as she relaxed under Fred's caresses. She found herself relaxing and enjoying every moment. Fred slowly spread Buffy's thighs to reveal more of the treasure that she wanted so much.

As Fred moved her tongue closer to Buffy's heated core, she felt herself already on the verge of a climax. Buffy felt Fred's fingers move slowly inside of her, pushing her climax to the forward. Fred worked her fingers inside Buffy at the same time her tongue flicked lightly over Buffy's clit. Suddenly she pulled out her fingers and thrust her tongue where they had been. Buffy put a pillow over her face to stifle her screams as she came with a force she had never known.

Giles and Angel stood in the hall outside Buffy's room, wondering if perhaps Fred and Buffy were talking there, since neither woman had been seen for some time. Hearing noises in the room, Giles flung open the door to find a brunette with her head between Buffy's legs. Fred looked up and gasped then flushed, words refusing to come out of her mouth.

Suddenly Angel's voice was heard behind Giles. Buffy, flushed from her orgasm, didn't know how to react. Giles stared. Here was Buffy as he had always dreamed of seeing her. He stood as if trying to decide if he should leave or stay. Angel could only open and close his mouth like a stunned fish. Realising that Giles was getting hard at the sight she and Fred made, Buffy flashed a wicked smile at Giles and invited him and Angel in.

The sound of two girlish giggles could be heard as Giles closed the door, glasses already in hand, followed by the thud of Angel hitting the floor. Giles approached Buffy and she reached up and undid his shirt while Fred rushed over to Angel with her blouse still open. Giles found that he couldn't speak as Buffy ripped his shirt open, then started sucking on his nipple. He started to wonder if perhaps he was dreaming again. After a moments struggle with himself, he found all will to resist melt away and decided to give in.

Angel opened his eyes and saw her chest bared and in front of him. He could smell Buffy all over her and kissed her tasting Buffy on her lips. Fred ground her hips into Angel's, reveling in the feel of his growing erection Angel moaned feeling her press against him and pulled her closer

Giles tried to speak but could only gasp in pleasure as Buffy reached her hand down his pants and grasped his already hard cock. She was shocked to learn he was bigger then she had ever imagined, and stroked his shaft. Giles felt his knees buckle as she continued to stroke even as she was removing his pants. As they hit the floor his eyes grew wide as Buffy immediately took him in her mouth as if she were starving.

Angel peeled off the rest of Fred's blouse and traced her breasts with his tongue. Fred removed the last of his clothing as Angel sucked first one then the other of her breasts in his mouth. Fred found that she couldn't wait and once she had freed his rock hard penis from its confinement, she speared herself on it and started riding with abandonment. Angel shuddered at the tightness of her hole and thrusted in her harder and harder. Fred screamed as she came yet again, bouncing with all her strength on Angel's cock, not caring if it ever ended.

Giles slowly pulled Buffy's mouth from him and silenced her whimper of disappointment by thrusting his tongue in her mouth as he slowly moved her towards the bed. Buffy fell with Giles on the bed and moaned in anticipation as he caressed her sides with his hands, then grabbed her ass, sliding into her moist folds. Giles held Buffy's hands over her head with one hand as she wrapped her legs around his waist, trying to get as much of her in him as possible.

Angel lifted Fred off of him and led her to the bed next to Buffy and Giles. Fred bent over the bed and started kissing Buffy again as Angel slid into her from behind and started pumping. Both Angel and Giles pounded into their women harder watching the girls kiss each other. Giles released Buffy's hands and she shifted her body slightly so that she could reach Freds bouncing tits and put one in her mouth as she moved her other hand to Freds snatch and played with her engorged slit. Angel pulled out of Fred so that she could slide up to Buffy 's mouth. Buffy dove into her clit, teasing it with her tongue. Angel moved so his shaft was near Fred's face and held it before her. Fred licked at the tip before swallowing as much as she could, savoring the taste of herself as she felt her nose get tickled by Angel's pubic hairs. Buffy's tongue dove into Fred's slit, her flavor and the feeling Fred's muscles tensing around her tongue driving her toward another orgasm. Giles couldn't believe his eyes as he watched Buffy eat Fred out and found it harder to control himself as he felt Buffy tighten around him.

Angel could feel the tightening of his balls as Fred sucked harder on his dick, moaning in a high squeal as she rode Buffy through yet another orgasm of her own. Buffy stiffened as she came hard, her legs forcing Giles in so completely that he lost control and roared as he came, cum forcing itself around his cock and spilling out onto the bed. Angel couldn't hold out any longer, and burst in Fred's mouth and she swallowed every drop, enjoying the saltiness of his cum. Buffy giggled, feeling immense pleasure that both Giles and Angel came and winked at Fred as she released Angel's cock with a final slurp. They all collapsed in a tangle of sweaty bodies. Fred whispered to Buffy "I guess we both got our men."

Suddenly the door opened again, as Xander said to someone behind him, "Well they went looking for Buffy and Fred hours ago," he turned, "So maybe--Oh my God!" He clasped his hands to his head as he saw the four naked and sated people lying together. "My eye! My eye! Please take out the other one!"

End