DISCLAIMER: All things Buffy and Angel are the property of Joss Whedon, and
Mutant Enemy Productions. I don't own them I'm just taking them for a while,
perverting them and putting them back in place slightly shakier and in more
or less one piece.

RATING/PAIRING: NC 17, (MF, MFF, Ff, FF, mc, inter)

SPOILERS: Angel Season 3, Buffy Season 6

Angel/Buffy The Vampire Slayer: Infestation Part 3
by Valleysboy69 ([email protected])

Spike walked around Buffy's house slowly. He was going to find her. She was
going to end up in arms again. She always did. No matter how much the Slayer
denied it, she wanted him. Spike glanced in through the window has he had so
many times before but what he saw was the last thing he expected. His jaw
dropped as he saw Buffy on her knees in front of Wesley, sucking him off,
taking his cock all the way down to her throat. His jaw dropped and the
cigarette in his mouth dropped to the floor.

He looked a little closer to see Willow up against the wall being pounded
more and more by a large black man that he didn't recognise. Spike moved away
from the house. "Something's wrong here..." he muttered as he turned to move
away as quickly as possible. He picked up his pace, running towards the
street, tripping over a bush as he went.

"Bollocks!" he exclaimed as he disappeared into the darkness, knowing there
was only one person he could go to help.

* * *

Buffy closed her eyes as her head moved along the whole length of Wesley's
erection, coating it in a layer of warm saliva. He groaned as he let her do
all the work. The former Watcher started thrusting his cock into Buffy's
mouth until it touched the back of her throat. She gagged and pulled back a
little but Wes refused to stop. Buffy finally gave in and began to let more
of it down her throat, bobbing her head up and down the shaft. He groaned
again, louder than before, and the Slayer felt a torrent of hot liquid hit
the back of her throat. She pulled the demon cock out quickly and received
another shot of cum on her face. The next hit her chin and dripped down
between her round breasts, leaving sticky streaks.

"Mmm... tasty..." she smiled as she licked the remainder from the tip with
glee. She pulled away from Wesley and looked around the group of men. "But
I need something in my pussy... Something long and hard and..." Her eyes
flashed in Gunn's direction. "You'll do. Now get over here and fuck me."

Gunn was quick to obey and pushed Buffy over the sofa so that her ass was
pointing into the air. He push forward and his dick began to get lubricated
with her slick juices. He pulled out and then pushed in harder and got it
all the way in. He kept pushing until his balls were pressed up against her
opening and he was all the way inside her. He pulled back out and started
fucking her with increased speed. Reaching around, he grabbed her breasts
as he pounded away at her, pinching the Slayer's nipples and cupping her
well formed tits. Gunn increased his speed until I was really ramming in
and out of Buffy's wet hole to the sound of his balls slapping against her
ass. "Oh, that's so good," she moaned. "I can feel you inside me and it's...
aaahh! Fuck me! Fuck me like a whore! Make my pussy red and sore!"

Buffy started to move back onto Gunn's cock, pumping her ass along the thick
shaft while continuing to offer him words of encouragement. "That's right!
I'm your slut! Take me!" Gunn was loving every minute of this. He grinned as
he looked down and watched his whole length enter the blonde girl's warm
cunt. He'd never dreamt that fucking a white bitch would be this good. He
pounded her wet hole until she was screaming for more and her juices were
almost gushing out of her hole and down her legs. "Take me in the ass!" Buffy
called out. "Fuck my ass!"

Gunn was quick to go with that. He pulled out of her pussy with a slurp and
positioned the tip of his cock at the entrance to her ass. He pushed forward
filling her with his cock. As Buffy turned to look forward again, another was
offered to her mouth. It was Xander. Buffy began grunting with contentment
as wave after wave of pure lust and excitement swept through her body. She
started to lick his shaft while she felt the large black cock force its way
into her asshole. Her whole body rocked with excitement. Her ass tingled and
spasmed around Gunn's cock as she writhed in pleasure from this brutal anal
fucking. Gunn began to increase the tempo of his thrusts, causing Buffy to
squirm and moan in delight. "God! Fill my ass up! Fill me up with her hard
meat! Ungh! Yes!" she moaned on Xander's cock as he started to cum into her
mouth, filling it up for the second time in less than a few minutes.

As Buffy felt the first shots of semen down her mouth, her ass contracted
around Gunn's cock. She could feel him begin to pulsate and waited for to
be filled up from both sides. She moaned as torrents of hot jism splattered
against her intestines yet the cock kept ramming into her again and again
until he had pumped her full with his hot, creamy cum until finally it
stopped. He pulled his large shaft out of Buffy's ass and she fell to the
floor, utterly exhausted. Xander's cock fell out of her mouth but he
continued to ejaculate over her hair as she laid face down on the carpet.

* * *

Rupert Giles opened his eyes slowly and looked around. He must have fallen
asleep as he was cataloguing his books. It had to be done. He was returning
to England in only a few days and everything had to be ready. He hadn't even
told Buffy and she was the reason he was going. She had to learn to stand on
her own to feet... to no longer rely on him to deal with every small
problem... She...

Giles was distracted by the sound of the door knocking. He got slowly to his
feet and answered it, leaving the door on the chain as he glanced outside
into the darkness. "You..." he frowned as he saw Spike standing outside.
"What do you want?"

"That sounded almost hostile, mate. And here I am coming to help you and

"Help me?"

"Well, more like get some answers... I saw something... Something pretty
bloody scary."

"A demon?" Giles asked.

"If only. More like the Slayer on her knees in front of some Watcher looking

"On her knees?"

"Yeah," Spike frowned. "You know, giving him a good seeing to if you know
what I mean."

Giles glared at the blonde vampire. "I'm not entirely sure you do. You're
saying she was... going down on some man in her living room?"

"That and the rest of her little gang hanging around completely starkers."

Giles adjusted his glasses. "You can't be serious. You're lying. It makes no

"Come and see if you want... It's not a pleasant sight... Well, the Slayer
with her kit off isn't necessarily a bad thing but last I checked, she wasn't
one for the occasional orgy with her bestest buds so something evil came to

The Watcher was suddenly wary. Could Spike be telling the truth? He quickly
grabbed his coat, not giving Spike time to walk into the house. "I'll come
with you... but if you're lying... if this is some scheme of yours to... I
don't know what... but if you're behind this I swear I'll..." He glared at
Spike who didn't react. He was obviously worried. You could see it in his
eyes despite the attempt at looking as if he didn't care. Giles was suddenly

* * *

Back at Buffy's house, things were getting even more heated. Willow had been
admiring Fred for some time now and was gazing at the thin woman with lust
in her eyes but had been waiting for Gunn to finish off with her. Her eyes
caught Fred's. She smiled. Willow's hand snaked down between her legs and she
began to push the folds of her pussy apart before revealing her enflamed
clit. She quickly began to work on herself, not breaking eye contact with the
Texan woman. She let her fingers slid up and down along her slit and started
to rub her clit in slow circles, thrusting her pelvis up and down along with
the movement of her hand. Soon she was wet and her fingers slipped easily
into her hole. She massaged her clit with her thumb. Fred couldn't take much
more. She wanted to join in.

Willow quickly grabbed Fred and her closer, kissing her deeply. Their tongues
explored each others mouths and Fred quickly realised how much more
experienced at this kind of thing than Cordelia had clearly been. Willow's
hands traced Fred's body, gliding over her soft, small breasts and massaging
them lightly. She sat Fred on her lap, facing her, legs astraddle. She moved
her head down and began to tongue Fred's nipples and let her fingers continue
to work on her tits. Still sucking, Willow moved her hands under Fred's ass
and with one finger began to finger her asshole. Fred began writhe and moaned
loudly as her pussy rubbed against the witch's leg. Willow's finger finally
got as far into Fred's ass as it could go. Fred was being driven wild with
excitement and soon, she felt the redhead's other hand move around and enter
her already soaking wet cunt. Willow pumped both of the holes with her
fingers, enjoying each and every sign of satisfaction that escaped Fred's

"Oooh, yessss!" the Southern girl moaned as Willow's fingers slipped between
her moist pussy lips. She felt her muscles contract around the fingers to
grip them tightly. Willow pulled out of her cunt and used it to tease Fred's
nipple, coating it with her own juices. She moaned again as Willow moved her
mouth to suck it from my nipple. The finger of her other hand was still
pumping away at Fred's ass and soon she felt a massive orgasm take over her
body. "Yes! Oh Yes!!" she gasped as she let herself surrender to the
sensations. "Yes... Oh God..." Willow let Fred continue to ride her fingers
until every last gasp and moan had left her and she fell limply forward,
wrapping her arms around the witch's naked body.

"You're not finished yet," Willow said as she pushed Fred down to her
breasts. Willow moaned as she felt the warm tongue work at her nipples
before slowly working down the rest of her body. Fred planted several
kisses on Willow's toned stomached until she finally reached her
destination. Her face was right next to the red rush and noticed the
strong, sweet odour of sex. She reached around Willow's thighs and
spread them apart so that her pussy opened up in front of Fred's mouth.
Her tongue probed the witch's cunt, exploring it while teasing and
caressing her clit with her lips, sucking it lightly. Willow's hips
worked bucked against Fred's face and soon Willow felt an intense
orgasm washed over her, waves of pleasure filling her entire body,
emanating from the mouth that was working her cunt like there was no
tomorrow. "Oh god, oh god, oh god..." she gasped, and grasped the back
of Fred's head, burying her hands in the long brown hair as she forced
her mouth towards her dripping wet pussy. "That's right... lick my
pussy... it feels so good... It... Ahhhh..."

Willow let her head drop back as her entire body drained of energy. She was
utterly sated. Fred lick the juices that were glistening on Willow's pink
slit and quickly kissed back up the redhead's body until they were in each
other's arms. Tara probably would have been a little jealous if the creature
inside her wasn't forcing her to fulfil all of her fantasies with Cordelia.

The blonde witch was kneeling over the sofa as Cordelia slid two fingers into
her dripping cunt. They were thrust in and out of her waiting hole as she
gasped over and over again, throwing her head back and calling out. "Oh god!
That feels so good! Lick my ass! Stick your tongue in my tight hole!"
Cordelia moved her head forward and let her tongue glide over Tara's ass
while making sure that her hands never stopped their pounding rhythm. Her
hips worked up and down to meet the actions of the thrusting fingers while
she gasped as the warm, wet tongue touched her sensitive ass. "Keep doing
that! Keep doing that!" she repeated loudly. "I'm going to cum... Cum with

Cordelia reached down with her spare hand and began fingering herself. She
moved her hand in circles around her clit. The feeling that this brought her
and the knowledge that she was about to make Tara orgasm, made her even more
aroused. Within minutes she was as wet as the girl she was working on. Her
tongue flickered over Tara's ass before swapping her hand and mouth around.
She pushed her well lubricated fingers into her asshole and started to suck
on the sensitive clit that was already gushing juices down Tara's legs who
suddenly came. Her hips thrust up hard into Cordelia's face and froze there
while her ass muscles contracted around Cordy's fingers. Hot juice flowed out
of her pussy, coating Cordelia's mouth as she tried desperately to lap them
all up. This was enough to send the former cheerleader over the edge and she
groaned loudly into Tara's pussy. They both climaxed at the same time as
thundering orgasms shot through their bodies.

"Oh my God..." a voice exclaimed from the doorway. Everyone turned around to
see Dawn standing at the entrance to the living room looking shocked. "What
the hell is going on?" she asked, despite not really wanting to know the

Buffy, with her mouth still covered in Xander's cum, turned to her little
sister. "Hey Dawnie," she smiled. "We were waiting for you to come back."

Dawn started to back away. She wasn't entirely sure what was happening but
one thing was for certain. This wasn't normal. `Of course it's not normal,
dummie!' she thought to herself as Angel, Buffy and Gunn started to advance
on her. They must have been possessed. Well, that much was certain. Dawn
looked back towards the front door. She could make a break for it. Get to
Giles. Or Spike. Or anyone who wasn't right here. She ran.

She got less than two metres before she felt Buffy's hands grab her. Another
pair grasped her legs and she was quickly dragged back into the main room,
kicking and screaming. "Let go of me!" she called out. "Let me go! Let me
go!" She was thrown onto the sofa that still had a strong smell of sex on it.
Her protests got her nowhere as she was held down by three naked men. She
tried to divert her eyes but noticed Angel towering over her and was
impressed at his size. She looked away quickly, a little embarrassed. Willow
was reaching into a box. She pulled out a large slug creature. It was
probably around twenty inches long and thick. Dawn tried to protest but she
found her clothes being ripped off. Buffy cut her sweater off with a knife
while Angel and Xander struggled to get her pants down. "No! No! Please!
Don't do this!" the young girl called out as she felt a hand snake down under
her panties and touch her bare cunt. "Don't touch me!" she protested. "I
don't like this... please..." Xander pulled her panties off in one quick
stroke as Willow brought the slug over to them. It squirmed against her but
she managed to drop it onto Dawn's body. As the fifteen year old felt the
slimy creature crawl down between her legs, she tried to clench her pussy
tight but its slimy covering made it slide into her tight hole easily. She
fought against it but was held down by Buffy and Angel who were far to strong
for her to kick away.

Dawn closed her eyes as the demonic creature worked its way deeper into her
until it reached her hymen. It made a sudden movement and did away with this
obstruction. Dawn cried out but felt Willow's hand, still sticky from the
slug's slime, cover her mouth. Her pussy was aching as the creature went
further and further into her until all twenty inches were wriggling deep
inside her body. She opened her eyes suddenly as the sensations seemed to
disappear and there was complete control of every part of her.

Everyone in the room stepped away from her. Dawn got up and looked over them.
She smiled. "At last," she grinned. "A body worthy of Nebiros. And young.
Very good." She looked at Tara. "You!"

Tara stepped forward quickly. "Yes Mistress Nebiros?" she asked.

Dawn pushed Tara down onto her knees. "I need to maintain this body. You know
what you have to do." Tara nodded. "Service me."

Tara moved her head forward and kissed Dawn's stomach. She let her tongue
trail down the young girls' body, flicking her belly button and reached
Dawn's pussy quickly. She caressed my inner thigh with one hand as her mouth
worked on my tits. Tara's fingers slowly inserted themselves into the waiting
hole. Dawn tensed and opened her legs slightly as Tara's fingers got to their
intended target. She began to thrust her fingers into Dawn's pussy as the
girl pushed her hips down so that even more could fit inside her dripping
cunt. Tara leaned down to kiss Dawn's inner thigh, her tongue moving up
slowly, tasting every inch of skin that was covered in the lusty sweat before
finally reaching Dawn's pussy. She inserted her tongue slowly, just enough
to teased Dawn by flickering it in and out of her cunt. Moving her tongue
deeper, Tara began licking Dawn's clit, her tongue moving in circles around
the sensitive bud.

Dawn moved her hands to the back of Tara's head and ran her fingers through
the blonde hair as she guided her to the right spots so that the witch's
tongue would always lick the right spots that sent her into a frenzied state.
Tara's tongue poked and caressed her swollen cunt and suddenly she knew she
was about to cum. Her breathing become heavier and her moans become so
audible they could have been heard across the street. Dawn's orgasm shot
through her body so fast that Tara thought she might pass out or her legs
simply buckle underneath her. Dawn collapsed back onto the sofa and spread
her legs further apart. She gasped as she spread her pussy lips further apart
with her fingers and groaned loudly. Suddenly, a smaller slug, the same as
the ones that had possessed the others, squeezed out from her cunt. It was
quickly followed by another and another until Willow, Cordelia and Buffy had
gathered up ten and placed them into the secure box. Dawn collapsed having
done her first task as the host for the queen of these creatures.

* * *

"Sod this! I'm going in!" Spike growled as he stood watching the events from
outside. He made a move for the door but felt a hand on his arm, stopping

"No," Giles said carefully.

"Look, Rupes, you may be getting off on this shit but I can't just stand here
and watch this. If you want to be a dirty old git how about doing it when
people you say you care about aren't being affected."

"Listen here," Giles frowned. "I don't like watching them have to go through
this but we can't just barge in there. We need to find out what exactly the
problem is."

"The problem," Spike retorted. "are those ugly little slug critters. We go
in there, kill them and... well... uninfect the Slayer and her buddies."

"And how exactly are you planning on doing that?" Giles asked.

Spike's finally calmed down. His face changed from an expression of steely
determination to one of sheer confusion. "I don't know."

"Exactly. Now what we need is research." Giles glanced inside. Willow and
Buffy were both working on Xander's cock as he groaned with pleasure. Their
tongues danced along his shaft until they reached the head and let their lips
meet. They kissed around the erection, sending Xander over the top and he
shot his load into their faces. Giles shook his head. He had to do something
fast. "Spike, we have to go back to my place. I have books there that
could..." Spike was gone and the front door into Buffy's house was swinging
open. "Idiot!" Giles exclaimed.

* * *

Spike ran into the living room and all eyes turned to him. He pushed Xander
and Wesley out of the way as he got to Buffy. "I'm getting you out of here,
Slayer!" he shouted as he grabbed her arm and started to drag her out. She
struggled against him but his sheer determination won over. He got her to
the door before Angel and Gunn were on top of him, holding him down. He
kicked Gunn across the room and punched Angel in the face several times. He
got his hands on Buffy again and pulled the door open, pushing her out into
the air. "Sorry, luv, but I can't stand watching you doing all that."

"You could be one of us..." Buffy said as Spike was pulled back into the
house by several sets of arms. He disappeared into a mass of people. The last
thing he managed to do was get a leg free and kick the door shut before Buffy
could get back in.

* * *

Giles saw Buffy tumble out of the house. She jumped quickly to her feet and
tried to pull the door open but her Watcher did the only thing he could. He
picked up a stray garden ornament and brought it down on the Slayer's head.
She fell to the ground in a heap. Giles looked down at her sadly. "I'm
sorry," he said as he picked her up and headed towards his car that was
parked nearby. "But it was for your own good."

He threw Buffy's unconscious body into the back and raced away without even
looking back. It was too late for Spike but he had to find out what was wrong
before it was too late for the rest of the town. The thought of the entire
population of Sunnydale losing their inhibitions and acting like insatiable
sex fiends may have not seemed too bad but the demons that could take control
while they were distracted... that was even worse.

He glanced into his rear view mirror. No one was following him. Good. That
gave him a little more time.

* * *

Spike had put up a struggle but the sheer number of people holding him down
rapidly became too much. He felt the slug being dropped on him and crawl
along his body until it reached his face. The vampire watched in horror as
its tiny stingers emerged and sunk into his skin, letting its strange poison
flow through his veins.

"I think he's ready," Dawn said. She motioned toward Cordelia. "Maybe we
should test that."

"Yes, Mistress," Cordelia nodded and went straight to Spike. The others
stepped away as Cordy straddled the bleached vampire and began to stroke his
body. "Mmm..." she grinned. "Definitely strong." In one movement she ripped
his shirt open to reveal his bare chest. Her fingers tweaked his nipples as
she grinded her pussy against his groin. She could feel a bulge develop
quickly. He grinned and pushed her backwards so that he could get control of
the situation.

"You like being in charge, huh?" he smiled. "Well maybe I should show another
way of doing things." He quickly unzipped his pants and pulled out his
throbbing cock which was already hard. He began to rub it up and down her
pink slit, the head tickling against her clit which was even more sensitive
than usual after the brutal fuckings she had received throughout the night.
She became wet quickly and his cock slid easily between her legs, her pussy
sucking him all the way in. She was so warm... His animalistic instincts took
over and soon he was pumping his hard cock into her waiting hole. His hands
reached down to grab her hips, pulling her back onto him as he thrust
forward, forcing himself even deeper into her cunt.

The others in the room watched this display with rapt attention, getting off
on the new initiate who had come in here to rescue them. As far as they were
concerned, Buffy was only a minor loss and once they had taken control of the
town they would have her back. Willow, Tara and Fred sat on the sofa, using
one hand to finger the person next to them. Willow's pistoned into and out of
Tara's dripping wet hole, her thumb moving in circles around her clit,
rubbing the tiny bud in just the right way. Tara was working on Fred, two
fingers rubbing her clit while the Texan woman sighed blissfully.

Spike continued to pound Cordelia's tortured pussy, his cock ramming into her
faster and faster as she became wetter, making his entry even easier. Cordy's
pussy began to squeeze against his cock as the muscles contracted. Spike
couldn't hold it anymore and began to shoot his load deep into her. She
jerked as she felt the first blast hit her insides. He kept spurting into her
while his thrusting continued until every last drop was out. He pulled out
her and heard her moan quietly.

The vampire looked over to Dawn who still hadn't quite recovered from
releasing the slugs out of her system. "You've done well," she told him. "Now
we move onto the next stage."

* * *

Giles had been back in his apartment for nearly an hour now. Buffy was in
the corner, chained to a seat and struggling as much as she could. "I
wouldn't bother," Giles told her. "Do you think I'd be stupid enough to
bind you with something you could break out of?"

"Let me go!" she screamed at him. "We're making things better! You don't
understand our ways! We are the Mahqua!"

"That's the most useful thing you've said so far," Giles noted as he reached
for another book and began flicking through the pages. "Mahqua... Mahqua..."
he whispered under his breath as he tried to find something he knew. "Of
course!" He quickly moved over to Buffy and looked into her eyes. They were
glazed over with a strange silver substance. "I should have known."

"You cannot defeat us! We are immortal! You created us!" Buffy called out.

"Indeed we did," Giles replied as he began pulling all kinds of herbs and
potions from a box in the corner of the room. "You are the personification of
lust... all of the sexual desires and urges of humans made flesh... well,
almost flesh. Created millennia ago when one of the last demons to leave the
earth raped a human woman. She gave birth to the first Sliclind queen... the
thing that I assume now inhabits Dawn."

"You are intelligent, but as long as there is a concentration of carnal
desires we will be reborn... we will gain our strength."

"Indeed you will..." Giles replied as he busily created a concoction by
mixing various herbs and liquids. "And I also know that what I am creating
is not a cure... but it will allow Buffy to control her body again."

"That doesn't matter! Within the hour we will have infected the whole town!"

Giles stopped. He looked at her. "They're going to release Mahqua into the
water supply!" he realised suddenly. "It's the only way to spread quickly
and efficiently!" He finished the potion and moved over to Buffy with a glass
of green liquid in one hand and a funnel in the other. "Drink this."

"No!" she hissed. "I refuse to! I will not..."

Giles held her nose shut as he put the funnel into her mouth. He released
the glowing fluid into it and as soon as it had all drained, closed Buffy's
mouth. She struggled against him but it wasn't long before he was forced to
swallow. Giles held her down until she opened her eyes. They were back to
normal. Releasing his grip, the Watcher took several steps back.

"G-Giles..." she stammered. "Oh God..."

"You remember everything?" he asked.

The Slayer nodded. She was in shock. "I..." Giles began to unchain her. She
wrapped her arms around him. "Giles... They made me do it... They turned me
into a slut..."

"No!" Giles said. "It wasn't you. Everything that they made your body do
while you were under their control... it wasn't you... You must

"But it was! It was me... just without my inhibitions. The things I did... I
thought of them... not the creature... It just fuelled the desires... but it
was me... God, I feel so violated."

"Then there's only one thing we can do," Giles told her. "We have to stop
them... stop them before it takes over you again and before they cause any
more damage!"

"How?" Buffy asked.

"That's just the thing," her Watcher told her. "I'm not sure. But I'm going
to find out!"

To be concluded...


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