Title: Watching
Author: Red
Email: cocoachanel67@hotmail.com
Site: Beautiful - Elegance [dot] com - Red
Pairing: W/F/G
Rating: NC17
Disclaimer: Joss' stuff. The song, Roxanne, belongs to those Police Y's.
Summary: Our favorite Watcher gets caught watching something he shouldn't.
Distribution: The usual, others just ask.
This is for the bestest beta in the world, my Watcher Wendy!
Note: Faith is now a good girl & the Scoobies are happily coupled off, Cordy with Spike, Buffy with Angel, Xander with Anya & Willow with Faith. All Scoobies, that is, except for poor Giles.
Dedicated to Wic o mine! Happy Birthday, sweetie!

*****MAGIC BOX - LATE FRIDAY NIGHT*****

{Roxanne - you don't have to put on the red light - Roxanne - you don't have to sell your body to the night}

Willow's emerald eyes were wide, her mouth hung open and the familiar warmth flooded her body. Faith knew what she was doing to her girlfriend and smiled, leaning back so her breasts nearly popped out of the leather bra that was barely confining them. Willow dropped the book she was holding, her eyes fixed on the dancing Slayer.

The dark haired Slayer giggled to herself, then stood back up, grabbed the wooden chair in front of her and stretched a long, tan leg over it. Willow's heart jumped happily to her throat when her eyes zeroed in on the little tuft of curls peeking out from Faith's leather panties and warmth changed to hot. The redhead was on fire and only the Slayer dancing in front of her could put it out. Faith slid her top off and tossed it aside, a wicked grin on her face.

"See somethin' ya like, Red?" Faith teased, her husky voice engulfing Willow.

"You're teasing me, Faith," Willow replied, her eyes moving to Faith's dark ones. "That's what bad girls do."

Faith's smile grew, as did her desire.

"You know me, Red," she purred, straddling the chair, giving Willow a perfect view. "I am a bad girl."

She licked her lips, removed her bra, tossed it to the redhead then slid a hand between her thighs. Closing her eyes, she moaned deeply. Willow went into action.

"Assume the position, Slayer!" she ordered, her voice suddenly sharp.

Faith lept from the chair and placed herself hands down on the table in the center of the room, her back to the redhead.

Willow stepped out from behind the counter, an evil grin on her face as she walked over to the table.

"You are a bad girl, Faith," she stated, reaching into her backpack and coming out with a small, wooden paddle. "You're a bad, bad Slayer."

Faith saw the object in her girlfriend's hand and nearly lost it. It was her favorite! Although small in size, the leather - coated wood stung like heck and Willow knew exactly how to use it. The Slayer felt the wetness begin to pool between her legs.

"You’re my bad Slayer," Willow continued, as she raised up the black mini.

Faith gasped when she felt Willow's hand on her. She gasped even louder, as Willow pulled her panties down.

"And it is my job, to punish my naughty Slayer."

Faith closed her eyes, a low moan of need falling from her full lips as Willow smoothed a hand over her perfect backside.

"Yes, it is, Mistress Red," she breathed, the anticipation of what was about to happen, overpowering.

Willow smiled, her green eyes admiring the view in front of them. Faith, tough Slayer chyc, bent over a table, her butt in the air, waiting for Willow Rosenberg to spank her.

It was so very the good to be her!

"You will count after each one, understand?"

"Yes, Mistress Red."

Willow teased her for a few seconds, brushing the paddle lightly over her trembling bottom, swimming in the pants of desperation that escaped from her husky voice. Then, without warning, the redhead raised her arm and slammed the paddle down, hard.

"One, Mistress Red," Faith gasped. Damn! Buffy has been training her again! "Two, Mistress Red." Gotta thank B. "Three, Mistress Red." Get her a gift. "Four, Mistress Red." A, thank you for helping my girl get some muscle so she can set my ass on fire, gift. "Five, Mistress Red." Oh yeah, Red, yeah! "Six, Mistress Red."

Willow swung the paddle with all her might, her own desire growing with every breath Faith spit out.

"Eight, Mistress Red."

Faith was gripping the table as if her life depended on it and in some way, it did. Her knees were weak, her entire body shaking and with each, hard spank, she felt herself slip farther and farther away.

"Ten, Mistress Red."

Willow paused for a moment, leaning in and brushing her lips against Faith's ear.

"Know what I am going to do, Slayer?" she whispered, grazing Faith's lobe with her tongue.

The Slayer swallowed hard and tried to answer with a steady voice.

"What's that, Mistress Red?" she asked, knowing that she was going to like the answer.

"I'm going to keep spanking your ass until it matches the color of my hair," Willow breathed, licking the back of Faith's ear.

Faith almost lost it right then.

"Thank you, Mistress Red," she managed, her heart pounding.

Willow stepped back, paddle in the air. As she started to bring it down, there was a loud crash from the back and she stopped, mid air.

Faith immediately returned to Slayer mode.

"Stay here," she said, looking at Willow.

"Faith-"

"I mean it, Red. You follow me and you'll be on the receiving end of that thing. And you know you don't appreciate it like I do."

"But Faith-"

Faith looked at her, brow raised.

"Not kidding here, Red."

"Your half naked, Faith."

The Slayer glanced down and smiled sheepishly.

"Oops," she said, retrieving her shirt from the floor.

Putting it on, she quietly made her way to the back. Willow followed, paddle raised in the air. K, so it wasn't a stake, but she could crack whatever is was on the head with it.

Faith glanced around the training room and saw a dark figure crawling across the floor. In a flash, she was on it. There were grunts and threats and Willow flipped on the lights. The Slayer saw what she was on top of and her jaw dropped.

"Giles?" she gasped. "What are you doing here?"

Willow looked at the Watcher and smiled.

"He was watching, weren't ya, Watcher?" she cooed, raising a brow at him.

Giles didn't know what to say. Thankfully, Willow was not having the same problem.

"Giles," she purred, stepping over to him. "You naughty, naughty boy."

Faith glanced down at him and smiled.

"Whoa, Giles!" she quipped, looking his pants. "Can anyone sleep in that tent?"

The Englishman desperately tried to speak.

"A book," he finally managed, attempting to shift his position to obscure the view. "Demon book, for Buffy to take to Angel tomorrow. Yes, book, that's why I'm here."

Faith and Willow exchanged a smile, then the Slayer said, "I think he's lying, Red. I think he was watching."

"That is what he does," Willow mused, tapping the paddle against her hand.

Giles tried not to look at her, but what he had witnessed, just moments ago, made it impossible. The redhead had spanked the Slayer and not softly, either. She had lit into Faith, hard, he had seen the fruits of her labor. Dear Lord. His body responded to the memory of Faith's bright, red, bum, as Willow whispered in her ear. That's when he had moved to leave and, discovered that his legs were rubber, sending him stumbling over Buffy's pillow stuffed training vamp and loudly onto the floor.

"Think he's a naughty watcher, Red," Faith purred, trailing a finger over the bulge in the Englishman's pants.

"I agree," Willow said, her smile growing. "I believe he needs to be punished."

She slapped the paddle against her thigh, causing Giles' jeans to become even more constricting. Faith laughed.

"Oh yeah, Red, he definitely needs his ass set on fire."

The Slayer stood up, then pulled him to his feet.

"What? Where?"

He tried to form a sentence as the Slayer drug him over to the balance beam in the center of the room, but had no luck.

"He's been very naughty, Slayer," Willow mused, following. "He deserves a bare ass spanking."

Faith wiggled a brow, then with a flick of her wrist, de-pants the watcher. Giles tried desperately to protest, but his mouth refused to work and his body was not on his side. Willow looked him over, her green eyes taking in his lower half.

"Giles doesn't wear undies," she cooed, shaking her head. "Bad, bad Watcher."

She slid a hand between his legs and squeezed gently. He closed his eyes and moaned lowly. Willow and Faith exchanged a smile, then redhead stepped back.

"Assume the position, Watcher," she ordered, her voice hard.

Giles opened his eyes but didn't move.

"This is the position," Faith stated, bending him over the beam. "Stay."

Giles felt his heart racing. This could not be happening. He was dreaming, yes, that was it. Not the first time he'd dreamt of the redhead punishing him. He had always held a special place in his heart for the shy hacker and, he had admitted to himself a while ago, his feelings for her went far beyond that of a daughter. Still, this just could not be happening. He was not really bent over the balance beam in the back room of the shop, his naked bum high in the air, awaiting the beautiful redhead's punis- His thoughts came to an abrupt stop as he felt a sting on his backside.

"You will count, Watcher." Willow's raspy voice flooded his ears. "You miss and I start again. Understood?"

Both Willow and Faith waited for an answer and a few seconds later, Giles managed a soft, "I understand."

Faith nodded to Willow and she began.

*slap*

"One," Giles said.

"One, Mistress Red," Faith noted, leaning in next to his ear.

"One, Mistress Red," he clarified.

Willow's smile grew and she continued.

"Two, Mistress Red..three, Mistress Red…four, Mistress Red..five, Mistress Red."

Giles gripped the wood in front of him, as the witch reigned down blow after blow upon his now heated bum. Obviously, the Slayer had been working out with her, or she was using magic, because he was officially on fire.

"Eleven, Mistress Red..thirteen, Mistress Red…fourteen, Mistress Red."

Serious fire.

Faith watched, lust in her brown eyes, as the Englishman's pale bottom grew redder and redder. No one knew how to light up an ass like her Red! It drove her crazy with desire. Without even realizing it, she slipped a hand down her leather pants.

"Seventeen, Mistress Red," Giles panted, his whole body ablaze. "Eighteen, Mistress Red..nineteen, Mistress Red…twenty, Mistress Red."

The tears flowed freely from the watcher's eyes as his punishment came to an end. His body was shaking and he was ready to explode. Willow glanced at Faith, who was now on the floor, eyes closed, fingers digging away, then turned back to Giles.

"I don't think she should have to do that herself," she mused, gently stroking his red backside. "And my arm is a bit tired."

He swallowed hard, his wet eyes glancing at the masturbating slayer and licked his lips. Although he had never thought of Faith in that way, after what he had experienced this evening, all thinking was out the window.

"On your knees, Watcher," Willow instructed, slapping his behind hard with her hand.

Giles fell to the floor on his hands and knees, his eyes fixed on the Slayer. Willow stood behind him, a smile on her face.

"Please her with your mouth, Watcher," she ordered, slapping him again.

Without blinking an eye, he had Faith's pants around her ankles and his hungry mouth between her legs. The Slayer moaned lowly as she felt his tongue slip deep into her and cried out when he bit down. Willow took a seat next to Faith and pressed her lips to hers, kissing her tenderly as the Watcher took her with his mouth.

Each moan that tried to escape, the redhead took and made her own, her fingers sliding underneath Faith's tee. Slowly, she began caressing, massaging pinching her hard nipples as her lips moved down her neck.

"Oh Red, yes!" she gasped, as Willow's mouth replaced her fingers.

Giles, now fully aware of what was going on above him, intensified his movement, thrusting deeper and harder in the Slayer's sweetness, his hands finding her bottom and squeezing hard.

Faith felt release near and pulled on strands of red.

"Oh yeah, Red, you know what I like, baby! Harder, Red, harder!"

Hearing her beg Willow for more was the last draw. Adding two fingers, Giles plunged as far as he could into Faith, taking her trembling body over the edge. She screamed, loud, her body convulsing around his and he bit down, harder, swimming in her delicious juices.

END