by [email protected]

Willow was working on a spell to change her friend Amy back to human. She
stood in front of Amy's cage for over an hour. Trying various magic
incantations. She wasn't having much luck. She sat down on the floor, next to
the cage and tried to think of something she hadn't tried. "KLATU BARATU
NECKTU!" Willow finally called in frustration, but something started to
happen. She tried to stand but felt frozen in place. Willow felt something on
her legs, it felt like something was crawling up her leg. She wanted to
scream but found she couldn't.

Willow was getting scared now. She felt something starting to work its way
under her skirt. She could see something move under the material of her
skirt. The thing was at her panties, she felt her panties start to rip. The
thing was at the entrance to her pussy. she tried to move but all she managed
to do was fall flat on her back. She whimpered as she felt pressure at the
entrance to her vagina. Willow felt herself being opened up, there was
nothing she could do. The thing started to force its way into her pussy, she
couldn't believe the size of the thing as it spread her virgin passage. It
was driving deeper into her.

Willow imagined that this was something like sex as it continued to push
forward inside of her. She felt it stop and poke at her hymen. With one great
effort of force the thing penetrated her hymen and drove deep into Willow's
body. Her body responded to the assault, it was nothing like she had ever
felt before. An orgasm washed over her body, she moaned as the feelings
overcame her. She felt herself gasping for air as she felt herself cum long
and hard.

As Willow came down from her orgasm, she could no longer feel the thing in
her pussy, but then she felt it inside of her wrapping around her mind. She
felt herself starting to lose control. Willow tried to reassert herself but
felt her mind being pushed back and out.

It took only minutes for Shaddum to take over the young girls mind. The demon
had been without a body for too long. She stood and went to a mirror to check
herself. "Not bad," she thought as she looked at willows red hair and cute
face. She opened up a door and found a full length mirror behind it. "Lets
see what I've got here?" She slowly peeled off Willow's conservative clothes.
As she stood naked before the mirror, Shaddum was quite impressed. "What a
fine body you have, my dear. What have you done with it?" Shaddum started
rummaging through Willow's memories .

Shaddum couldn't believe what she found. "Still a virgin! We're gonna have to
change that." Shaddum was a demon, she lived for sex. The body she inhabited
was used for sex,. the more sex she had the more she needed it and the more
her power over others grew. She went to a scrapbook and started to look
through the pictures, deciding what she wanted to do. After a bit of this she
lay back and considered her options.

The possessed Willow lay back on the bed and started to run her hands over
Willow's lithe body. "Yes, very nice." Her hands went to her tits and pinched
the nipples enjoying feeling the sensations of having a body. She slid a hand
down to her cunt and rubbed the outside and her new body started to react.
"You like that, don't you?" She slipped a finger inside of her cunt. "So
tight, some guys going to be very lucky, very soon." She heard the doorbell
ring. She pulled her finger out of her cunt grabbed a robe and headed
downstairs. She opened the door. "Hello, Oz!" Willow smiled sexily.

"Hi Willow, I thought I'd stop by before I go to the bronze."

"Oh Right, you're bands playing there tonight." She ushered him into the
house. "Why don't you come upstairs, for a minute."

"I don't know?" Oz mumbled, but willow grabbed him by the arm and led him up
to her room.

"You know we've been waiting to do something for a while now." willow turned
to Face Oz, "and i think I'm ready." She opened up her robe showing Oz her
body. "I want you now."

"Wow, ahh ahh" Oz mumbled, he almost wanted her to stop, but as her hands
went to his belt his resistance faded.

Willow pulled open his pants and found that he had a raging hard on. "I think
you're ready too!" She pulled off his shorts and took the head of his prick
into her mouth. Shaddum gave willow the experience to give a good blow job.
She sucked him in deeper to her mouth. His cock was somewhat small. She
easily took it all into her mouth and gave the head loving attention with her
tongue. She felt him groan and try to pull out but she grabbed his ass and
pulled him back in. He shot his load right into Willow's mouth. As she
swallowed Shaddum could feel her power growing.

"I'm sorry, Willow." Oz mumbled.

"That's okay, I wanted to taste it." She stood up. "I hope we're not done
yet." She started to stroke his cock in her hands. "I'm glad to say we're
not, I want you to fuck me!" She fell back on the bed pulling Oz down on top
of her. "I want you inside of me, NOW" Willow begged.

"I've never seen this side of you?" He positioned himself between her legs.

"Its the new me. How do you like it?" She grabbed his cock and positioned him
at the entrance to her pussy. She tried to pull him forward.

"I kind of like it." He drove forward impaling Willow on his cock. "God it
feels so good!"

"You fit me, it feels so good, don't stop please!" Willow pulled him in
deeper trying to get as much pleasure as possible.

Oz ground his member deep into Willow's tight pussy. "My God, I'm gonna cum!"
He started to pull out, but willow wrapped her legs around his waist and kept
him inside of her.

"Don't worry, I want to feel you shoot off inside of me. Do it now!" As she
encouraged him she felt his warm seed fill up her pussy. "Ahhh yes, it feels
so good!" She used her cunt muscles to milk his cock of all its juice. Oz
moved to cuddle with Willow, but Shaddum didn't want that. "Shouldn't you be
going?" She said rather coldly.

"Oh Yeah, I'm late." Oz got up and started to get dressed. "That was
incredible, I can't believe we waited, it was so good."

"Yes, it was great. We'll have to do it again, real soon." Willow responded.

Oz finished dressing. "You're coming to the club later, to hear me play

"Yeah, right." Shaddum rummaged through Willow's thoughts. "Right, Xander is
picking me up. I'll see you then, good bye Oz."

Oz gave her a deep kiss then ran out. Willow went down behind him and locked
up. Shaddum was feeling much better the two loads of cum oz had deposited
inside of willow had increased his power over the girl, but she wanted even
more control. Fortunately Shaddum used the cum for another purpose so Willow
wasn't in any danger of becoming pregnant. Shaddum enjoyed the afterglow of
sex but soon lost track of time. She jumped in the shower and was just
finishing as she heard the doorbell.

Willow/Shaddum grabbed a towel and headed downstairs. Willow's modesty almost
made her grab a robe, but Shaddum's power overrode her. She wrapped the towel
around her body. As she got to the front door, she opened it. "Hi Xander,
good to see you. Come on in. I was just getting ready."

Xander was a bit taken aback, seeing Willow wrapped in just a towel, her body
glistening with water from a recent shower. "Yeah a, good to see you too?" He
followed her into the house, watching her body. He felt his cock grow and had
trouble walking, he stopped in the living room.

"Come on upstairs, we can talk as I change." Willow saw him hesitate. "Come
on Xander, what are you nervous? Come on you won't see anything I don't want
you too."

Xander knew she had a screen she sometime dressed behind. He figured what the
hell. "Alright," he started up the stairs behind her. He had trouble walking
as Willow's towel seemed to slip all over the place. One moment falling down,
then Willow pulled it up to much giving Xander a nice view of her ass. It
seemed like forever to Xander till they got up to her room. He carefully sat
in a chair, trying to make sure his hard on wasn't too exposed. "Okay, you
get changed. I'll just sit over here."

"Would you like to see me change?" Willow said with a mischievous grin.

"NO, of course not, Will." Xander said more forcefully then he'd intended. He
saw the hurt look on Willow's face and felt bad.

"Its not that, I don't find you attractive, I DO."

"Really," Willow let her towel drop to the floor. "What about now?"

"My God," Xander jumped up. "Willow, what are you doing?"

"Just having some fun, Xander." Willow walked over and stood in front of
Xander, completely naked. "You like having fun, don't you Xander?" She
stroked his cock through his jeans. "Do you want to have fun Xander?"

"I like fun." Xander commented his better nature being overcome with the lust
he felt for Willow at this moment. "But I don't know about this." He
commented, "we've never."

Willow slipped her hand inside of his pants and started to stroke his long
thick cock. "My, you've been hiding you're talents." She lowered herself down
and pulled his pants open. She knelt before Xander and took his cock into her
mouth. Willow took his prick deep into her mouth. Shaddum gave her the
ability to deep throat him and she used this to the fullest.

"OH GOD, Willow you really know what you're doing." He ran his fingers
through Willow's short red hair. He felt himself getting ready to shoot and
didn't want to do it in Willows mouth. "I'm cumming," he moaned and tried to
pull out. Willow grabbed his ass and held him deep in her mouth. He shot his
load into her mouth, she continued to suck his cock, milking every last drop
from his prick. "Willow that was incredible." He sagged down onto the bed.

"And so yummy." Willow lay down next to him and started rubbing his cock with
her hand. "I think we'll be having more fun in a minute."

"Are you sure we should?" Xander asked, a bit confused by Willow's

"Sure you get off and leave me high and dry, umm you seem ready already."
Willow threw a leg over Xander's body and positioned herself over Xander's
hard prick "I'm so ready for this." Willow dropped herself onto Xander's hard
prick. "Yes it feels so good!" She started to ride up and down. "Come on
Xander get into it, play with my tits." She groaned and shoved her tits into
his face. She drove back hard on Xander's prick. "OH YES, it feels so good,
fill me with you're cum."

"You sure, Willow" Xander responded as he slowed his thrusts.

"Don't worry about it Xander, just fuck me." She felt his thrusts starting to
increase in force. She felt him give a convulsive jerk and felt his sperm
hitting her cunt "YES, good boy. " She slide of his cock and slide down his
body and sucked at his cock getting the last of the sperm out of his prick.
She stood up, "you've gotten me all sweaty. I've gotta take another shower
now." She went into the bathroom. As she came out she saw Xander was already

Xander and Willow headed for the bronze. Xander kept an eye on Willow the
whole night. He couldn't keep his eyes off of her, he found her completely
captivating and sexy. He delivered her home. He waited outside for a bit
thinking about going in to talk, but decided against it. He thought Willow
had acted very odd all evening. He had tried to talk to Oz about it, but
found he couldn't bring it up. He'd have to talk to Buffy tomorrow.

Willow Rosenberg was walking the halls of Sunny dale high, still controlled
by Shaddum. Shaddum tried to lead her into the men's locker room but Willow
exerted a force of will and stopped her. Someone started calling her name,
she looked up, it was Principal Snyder. Shaddum was excited, always enjoying
seducing someone in power but she wasn't powerful enough, Willow was still
exerting some control.

"Miss Rosenberg, I need you to tutor some of the football team."

"I don't know, maybe later?" Willow tried to exert control over her body but
was failing.

"Come on, their all set right now." Snyder grabbed her hand and pulled her
down the hall. "They are free for the next hour, their smart, just
unmotivated. I need you to motivate them, I know you can do it. "

Willow tried to back out, but Shaddum was taking more control of her all the
time. Snyder pushed her into the room. Willow looked around and saw six husky
boys sitting in the classroom. "I can't," Willow muttered. The guys were all
very cute and her willpower was weakening. She could feel Shaddum taking over
her mind and body.

"Its just for today, Miss Rosenberg. I have complete confidence in you're
motivational skills, what do you say?"

"I think I can motivate them." Shaddum spoke through Willow in control now.
"Okay class, what seems to be the problem?"

"Good, report to my office when you're done." Snyder shut the door behind

"Its history." A big blonde man spoke up. Willow recognized him as the
quarterback, a man she had fantasies about. "Its just so boring."

"I know Baxter's terrible, but you still have to do the work." Willow

"I just can't see the point," he responded. "What do I get out of all the

Shaddum caused Willow to laugh. "Well if you promise to study, maybe we could
have some fun here, instead of worrying about this schoolwork." She opened a
button on her shirt.

"I guess we can agree to that, right guys!" There were mumbled affirmatives
as he got out of his seat. "Now what about having some fun? We can't leave or
Snyder would be all over us." He stood next to Willow.

"I can think of some fun things to do in here, and being all over you doesn't
sound so bad." Willow ran a finger down the buttons on his shirt. He moved
towards her, she met him with a deep kiss. She grasped his butt with her
hands. "Yes this is fun." The boy started to massage her tits through her

Willow felt him slowly unbuttoning her sweater. One of his teammates came up
behind her and put his hands on her ass. Another one of them grabbed her hand
and shoved it down his pants. She found herself yanking on the boys hard on,
stopping only when her sweater was removed. Someone slid the zipper on her
dress down. Willow knew she should stop it now, but wasn't in control of
herself. She allowed her dress to be pulled off her shoulders and down her
body, leaving her in just her bra and panties. Someone behind her opened up
her bra and it was quickly slid out of it leaving her tits exposed.

"Not bad, Willow!" The boy started to suck at one of her nipples. He pushed
her up onto the desk. "Lets have some real fun baby." He unbuckled his pants.

Willow slipped out of her panties, as the boys opened up their pants. She was
astonished at so many, she wanted them badly. The leader positioned himself
between her legs and rubbed his cock all around the entrance to her pussy.
"Just let me have it, PLEASE." Willow begged.

"Alright baby!" He slammed his cock deep into her cunt. Willow was surprised
it fit in so easily, he was ramming in and out of her like there was no

"YES, fuck me!" Willow moaned. One of the boys pushed his cock against her
face, she quickly started to lick at the underside of the dick. The man
slipped his cock into her mouth. Willow couldn't believe it, as he slipped
down into her throat. She felt the first boy pull out and cum all over her
stomach, he was quickly replaced by another man.

Shaddum now had complete control of Willow. As the man in her mouth started
to pull out, Willow grabbed him and tried to stay on his dick, the boy got
the idea and shot his wad into her mouth. "MMMM Yummy," Willow licked her
lips getting all the cum. "I like it when you cum inside of me, YES!" She
felt the man in her pussy really going to work. "Yes, cum in my cunt. I want
to feel you fill me up." She felt him dump his seed deep inside of her. The
rest of the men quickly took their turns at either her mouth or cunt.

As the last of them finished, Willow stood up and looked around at all the
men. At least four of them were already semi hard. One or two were starting
to get dressed. "Don't tell me you guys are done already. I'm just getting
started." She grabbed the guy with the largest cock. She started to stroke
it. "I want to be on top, you'd like that wouldn't you?" She was gratified as
the boy took up position on the teachers desk. Willow quickly climbed atop
him, the seven inch cock easily slipped inside of her now used hole. She
started riding up and down on his cock. "Yes, this feels fantastic." She saw
the other boys standing off to one side of the room just watching. "What are
you boys waiting for? The more the merrier." Willow quickly felt their hands
all over her body.

Willow felt someone working on her ass cheeks. She leaned forward to allow
him easier access, she felt him push a finger against her anus. "My aren't
you nasty boys." She felt the boy pull his finger away. "Good thing you've
found a real nasty girl to play with." The boy pushed his finger back against
her anus and slipped it inside of her virgin ass hole. "Yes, that feels
incredible. I've never had anyone do that to me before it feels so good, I
want more." She felt the man underneath her shoot a load of cum into her

"Next!" Willow called and another man sat on the desk She quickly started to
fuck him. The boy behind her pushed his finger back in her ass. "Enough with
the fingers, fuck my ass!" The boy didn't have to be told twice. He scrambled
onto the desk and positioned himself behind Willow. He opened her ass cheeks
and pushed his cock against her tight ass hole. "Fuck me now." Willow begged
even thought it was quite painful. The boy obliged shoving his hard cock past
her anus. Willow screamed in pain and pleasure.

"Its so tight!" The boy groaned and shot his load deep into Willows bowels.
"You have to try her ass guys!"

"Yes, more fuck me till I can't walk." Willow groaned and felt another boy
take position at her ass. It was a bit easier going this time with the
earlier seed lubricating her ass hole, but still she had difficulty taking it
into her ass. This one forced his cock deep into her ass before shooting his
load into her. Willow didn't even have to ask as another boy forced his cock
deep into her bowels. Her ass hole was now accommodating it, with much less
pain. This boy only lasted a little longer, she felt both boys shoot their
loads almost at the same time. The last two boys quickly took up their
positions. Willow guided one into her cunt, the other into her ass. They
pounded into her for a while, then shot their loads off inside of her.

As the last two came off of her, Willow stood up and looked around the room.
None of the guys could get it up. "You want me to clean up those cocks for
you?" She knelt before one of the boys and quickly licked it clean, sucking
the last of the cum out of the boy. She was surrounded by the others, they
stroked their dicks as they stood around her in a circle. She sucked each one
in turn, sucking the last of the cum out of their cocks bringing them each to
a final orgasm. As she finished off the last man she saw the others were
getting dressed. "I hope you boys enjoyed this tutoring session, remember if
you study real hard and all get A's, we'll do this again." She laughed then
used her fingers to get all the cum off of her, then sucked her fingers dry.
When she felt a bit cleaner, she got dressed and headed out. She headed for
the principles office.

Snyder turned as willow entered his office. "Well Miss Rosenberg, how did
you're little teaching session go? Are the students properly motivated now."

"I'd say so," Willow responded. "I'd say their very well motivated." she
moved around his desk.

"Good, I'll be in touch, if I need you again." Snyder responding, not really

"But don't you won't to know how I motivated them?" Snyder was looking down
at his desk, Willow opened up her blouse.

"Frankly, I don't---," Snyder was stunned. He looked up and saw Willow's
small but perfectly formed breasts. "Is that how you motivated them?" He
finally managed to get out.

"More then just this. I gave them some extra motivation." Willow took off her
shirt and moved closer to Snyder. She kneeled before him. "Do you want some
of my special motivation, Principle Snyder?"

"I really shouldn't," Snyder began but as Willow's fingers started working on
his zipper his resolve failed him. "Well, maybe?"

Willow worked his zipper open and managed to pull out his dick. After just a
few strokes from her hand, it got to be a good five or six inches. "MMMM nice
one," she commented before she took the head of his prick in her mouth.

As Willow went up and down on Snyder's prick he managed to unbuckle and pull
down his pants, giving willow more room. He was pleasantly surprised at her
expertise he had never pegged her as the type. "Yes, Miss Rosenberg that's
good. I bet you do this for all the boys." He grabbed the back of her head as
he felt himself cumming. "Swallow it all, yes." With a groan he filled her
mouth and was shocked as she kept sucking on his dick pulling every bit of
cum out of it.

Willow finished up, stood and put on her shirt. "How was that, Principle
Snyder?" She grinned when he didn't say anything.

"Call on me for motivational help, anytime." She blew him a kiss as she
walked out of the room.

After his last class Xander headed for the library. Willow had been acting
strangely all day, he needed to talk to somebody about it. He pushed through
the doors and was greeted by the sight of Buffy jumping up and down in a
tight shirt. His mind went blank for several seconds.

Buffy noticed Xander staring at her yet again and stopped exercising. She
turned off her music. "Xander, what's up?" She moved a hand in front of his
face and he came out of his trance.

"OH, Buffy." Xander tried to recollect his thoughts, it took him a second.
"Have you seen Willow today?"

Buffy thought about it for a moment and tried to imagine all the times they
usually met up. For some reason they hadn't seen each other today. "No, was
she in today?"

"Yes and she's been acting a bit weird."

"Weird how?" She saw Xander look around. "No one else is here Xander, come on

"Alright, I went by her house last night and she came on to me."

"She came on to you? Yeah right, you're imagining it."

"She was just wearing a towel, she dropped it right in front of me."

"And she was naked?"

"Yes isn't that weird?"

"For willow, yes. What else happened?" Buffy asked.

"Nothing. I got out of there."

"Really?" Buffy asked and saw Xander blushing and not meeting her gaze. She
guessed what might have happened. "Alright its a bit odd, but I don't think
its exactly time to hit the panic button." Buffy knew Willow was hot for
Xander but what he was describing was just too out of character for Willow.

"You didn't see her Buffy. Later at the bronze, she was like a sexual animal
practically throwing herself at guys. She was acting really odd, could you
talk to her?"

"Alright, I've got some things to do, but I'll stop over at her house after a
quick patrol."

Willow started to walk home from school. When out of the corner of her eye,
she saw the adult book store. Usually she avoided it, but with Shaddum in
control of her she found herself walking towards the store. She was shocked
as she walked in and looked at the pictures on the walls and the films on the
wall. She started to walk up and down the aisles, first the movies and books
then she moved onto the sexual devices. She noticed the man behind the
counter was watching her intently.

"Are you old enough to be in here miss?"

Willow jumped, she hadn't noticed the man walk up next to her. "OH yes," she
blurted out and then smiled sexily at the man.

"You'd be surprised what I'm old enough for." She pulled out her ID and
showed it to him. She gave a little laugh as the man walked away. Willow
looked at all the dildo's along the wall, and started collecting some of the
toys. She grabbed a box of dildos in various sizes then got a large two
headed dildo. After collecting some oils and other supplies she went to the

The man started ringing up her purchases. He was surprised and a bit
disconcerted that the girl was keeping eye contact with him at all times.
Usually customers looked away as they checked out, but this girl was very
confident. She was making him nervous. "Well, lets see that's 118 dollars,

Willow looked in her wallet. "I don't seem to have that much on me, perhaps
we could make some kind of deal." She put her hands at her neckline just over
her breasts.

"What do you mean. What kind of deal?" he asked.

"Well you give me what I want and I'll give you something I'm sure you want."
Willow responded giving him a sexy smile.

"And what would that be?"

"How about a bit of fuck and suck." She responded. "Maybe we could go
someplace private"

He looked over the girl. She was very attractive, even though she didn't look
it he knew she was old enough. "Alright babe. Why don't you follow me." He
led her back through the store, stopping to tell his assistant to take over
for him. He took her into the largest booth they had for showing films. This
one contained a chair and a small couch. "Hows this baby?"

"Just fine," Willow started to strip down. She carefully placed her clothes
on the chair, as she turned back she saw the man standing naked holding a
raging hard on. She pushed the man down onto the couch and knelt before him.
She took his cock into her mouth and started to suck on it. She quickly took
one load down her throat, she continued to suck on his prick, it barely went
down at all.

"Alright baby, get up here." He motioned her up. Willow slid up his body as
he attacked her tits sucking and squeezing them. She positioned her cunt over
his hard cock, and in one swift motion she buried his bone deep in her body.
"Yeah baby, you're so tight," he moaned.

Willow drove up and down on the man. He reached down and played with her
clit, at the same time rubbing one nipple and sucking on the other one. She
felt herself cumming. Moaning in pleasure she felt him start to shoot his
load deep into her pussy.

He pushed her off of his body. She sat next to him on the couch. "Well baby
you certainly paid for you're order. I'll go get it ready." He started to

"Well, I still feel I owe you a little something more. Why don't you send
you're partner back her for a bit of fun." The guy smiled as he left. Willow
sat there naked for a couple of minutes before she heard someone open the

"Uhh Hello." His boss had told him the cute girl he'd seen in the store
earlier was back here naked, but he didn't really believe him. He thought it
was some kind of joke. He walked into the room and saw the naked girl on the
couch. "Oh, my god." He couldn't believe his eyes.

"You seem a bit overdressed." Willow called to the man. "Do you want to fuck
me?" She watched as the man quickly stripped off his clothes. Without
preamble the man climbed atop Willow and started humping away at her pussy.
After only a few strokes he shot his load into Willows pussy. "That felt
good." She pushed him off and slid down his body. Taking his softening prick
into her mouth she sucked him for a bit getting him nice and hard. She ran
her tongue around his prick until he shot his second load into her mouth. "I
think that covers my purchase." Willow stood and got dressed. She walked out
and the man at the counter handed her her bag she walked out. Shaddum was
very satisfied with her work for the day, her power was vastly increased. She
let willow walk home.

Buffy finally got to Willows house a bit late. Willow ushered her in, Buffy
was surprised at how Willow was dressed. She was showing a lot of cleavage
and leg. "You look great Willow. You going out?"

"No," Willow ushered Buffy into her bedroom. "I'm just trying something
different seeing how I look. How do I look?"

"Great Will!" Buffy responded, she had never seen her shy friend looking so
sexy. "But I was wondering, you seem different. Did something happen?"

"God YES," Willow responded. "I had sex."

"Excuse me?" Buffy was stunned for a moment.

"Yes, me and oz did it. It was so incredible. It was the best thing that ever
happened to me, in fact if you promise not to tell I've got a secret."

"Come one, share Will."

"After oz left, I did it with Xander too."

"You're pulling my leg."

"Nope, I did it with both of them. It felt incredible, I haven't been able to
stop playing with myself since I did it." Willow saw Buffy blushing a bright
crimson. "Come on, what with you and Angel not being able to do it, you must
play with yourself all the time?"

"Well yeah, but I generally don't talk about it."

"Here, look what I got today." Willow pulled out the various toys she had
bought earlier.

"My God, you're really hooked on sex, aren't you Willow?" Buffy handled the
various toys, she couldn't believe how turned on she was.

Shaddum was exerting her influence on the other girl Buffy. Willow was close
to physical and mental exhaustion. Shaddum wanted to change hosts to Buffy.
"Aren't you? I mean you've done it. Don't you want to do it again?"

"Well yes, but my first time didn't work out so well."

"Well have you ever thought maybe you weren't meant for men. Have you ever
considered being with a woman?" Willow walked close to Buffy moving around
behind her. "Have you ever wanted to touch someone else's breasts?" Willow
encircled Buffy with her arms just below her tits. Willow let her hands
wander up to Buffy's tits she could tell Buffy's breathing was becoming

"Well, I've thought about it, but i don't know?" Buffy turned in Willow's
embrace. She was surprised as Willow kissed her, shoving her tongue down
Buffy's throat. It was so incredibly erotic, Buffy couldn't believe it.
Willow finally broke the kiss, Buffy responded. "Well, maybe we could try
it?" Buffy gripped Willow's ass, she pulled her close giving her another

Willow pulled open Buffy's blouse, Buffy threw her onto the bed. Buffy
peeled off her blouse, then stripped off her bra. Willow pulled at her own
shirt, as she got it off she noticed Buffy had managed to strip off the rest
of her clothes. Buffy started pulling at Willow's pants, sliding them off her

As Willow's pants came off. Buffy threw them aside and dived right between
her legs. Buffy eagerly started eating out her friends cunt. Willow
immediately started thrashing around as Buffy rubbed her clit and started
jamming her fingers into Willow's stretched pussy. Buffy quickly realized she
was getting little from this arrangement so flipped around till the girls
were in a 69. Willow quickly got the idea and started sucking masterfully at
Buffy's hot wet cunt. Willow grabbed a vibrator off the bed and started
rubbing it along Buffy's clit, bringing Buffy to orgasm.

As they both came down from orgasm, Buffy slid off Willow. "That was
incredible." Willow mumbled and then grabbed a large double ended dildo.
"Let's say we fuck?" As she saw no sign of objection she worked the head of
the dildo into Buffy's pussy. She then moved over so her own cunt could
connect with the other end. She slipped it inside herself and started to push
down driving the dildo deeper into herself and into Buffy.

Buffy felt the large dildo push into her cunt. She was unsure what to do, but
as Willow started pushing it inside of her, she got the idea and started
pushing back. She grabbed Willow's ankles and started pulling the girl closer
to her driving the hard plastic deep into their pussies. They quickly set up
a rhythm pushing and pulling. Buffy felt completely happy and fulfilled. As
her head lolled to one side she noticed a mirror and saw them fucking. Then
she noticed willow was now holding the dildo but Buffy realized something was
still connecting them. In a flash something went through her body and mind
she couldn't move for a moment.

Buffy slowly regained control but realized there was another presence in her
head now. It was a voice off in the distance, but it was growing stronger by
the second. When she was finally was able to stand up, whatever it was, was
fighting for control of her mind. She bent down to collect her clothes, as
she finished dressing she saw Willow laying naked on the bed. Buffy moved
over and put Willow under her covers.

Willow felt Buffy covering her up. As Buffy finished Willow managed to speak.
"I'm sorry Buffy, it made me do it. It controlled me, I'm so sorry."

Buffy kissed her friend. "Its okay, Willow. You just rest now." She left as
Willow started to sleep. Shaddum knew she would be out of it for quite some
time. Buffy left Willow's place and headed out.

Buffy headed home unsure of herself. She avoided any of the usual vampire
spots. She felt something was wrong with her, but couldn't place the feeling.
She headed home, hoping some rest would put it right. She got home and found
her mom was out as usual and thought a nice hot bath might help. She ran a
warm bath and then took off her clothes. Buffy found herself absently running
her hands over her body. Just as she was about to step into the tub, she
heard the doorbell ring. She thought about ignoring it, for a moment, but it
rang again and again. Whoever it was, was impatient. She figured it might be
important, so she grabbed up a robe and headed downstairs.

Xander was stunned as Buffy opened the door, her robe was partially open
giving him a good view of her cleavage. As she ushered him in, he noticed the
short robe showed off her incredible legs. "Hi Buffy, did you find out what
was wrong with Willow?"

Buffy thought about it a moment. She looked Xander up and down, his hard on
clearly evident in spite of his trying to cover it up. She locked the door as
she thought about having some fun. "Yes, I talked to Willow and she showed me
something amazing. You want to see?"

"Yeah sure." Xander's mind wasn't working very well or he might of noticed
Buffy was acting oddly, but he was thinking with his little head.

"Okay, come on up to my room." Buffy headed up the stairs. She moved in such
a way that as she walked Xander more then a glimpse of her ass. She got him
into her room and locked the door, she then turned on Xander. "Do you want to
see what Willow showed me?" Her hands went to the belt of her robe.

"Well, yeah, of course." Xander had pretty much forgotten why he was here.

Buffy pulled open the belt, pulling the robe open. Putting her hands on her
hips she held the robe open. "This is what she showed me." Xander seemed
confused. "Willow showed me how good sex can be. and I liked it." She moved
over towards Xander. "Don't you want me?" She let the robe fall to the

Xander knew it was wrong, but seeing Buffy's naked form caused his prick to
stiffen. "I don't' know Buff." He couldn't believe he was saying this, but he
knew it was wrong.

"Well I do." Buffy shoved her hand down Xander's pants finding a growing slab
of meat between his legs. "OH, my yes." She continued to stroke his cock with
one hand as she used the other hand to unbuckle his belt. His pants fell to
the floor. Buffy knelt down before Xander. Lowering his underwear, she found
his cock right at eye level. She engulfed his prick into her mouth.

Any thoughts Xander had of stopping died as Buffy's tongue pleasured his
prick. It felt great, he looked down and saw her look up at him with her blue
eyes, he lost it. He tried to pull out before he shot his load into her
mouth, but Buffy used her slayer muscles to grab his ass and hold him in
place. He groaned as he released his load into her mouth, as he slipped out
of her mouth he fell back onto a bed.

Buffy stood up and licked her lips. "MMMM, tasty." Buffy commented as she
stood over Xander's naked form. She ran her hands over Xander's semi hard
cock. "I hope you're not done yet." She started climbing up onto Xander.
Buffy slid up his body. She used her entire body to rub his cock. First her
face and mouth then letting her breasts fall all over his cock. Finally, she
positioned her pussy over his now rock hard cock, with one quick motion she
impaled herself on Xander's hard cock.

Xander couldn't believe it Buffy was fucking the shit out of him. She was
doing something with her pussy muscles that was driving him insane with
pleasure. He reached up and started to maul her tits, she bent over allowing
him to suckle at her nipples.

Buffy pounded up and down on Xander's cock harder and harder. "Cum inside me
Xander, I want to feel you fill me up." She commanded and Xander gave a jerk
and she felt his cum filling her pussy. "Yes, so good." Shaddum wanted to
fuck Xander again but now that his cock was deflated Buffy was able to regain
a little control. She managed to convince Shaddum that her mother would be
home soon and they needed to get Xander out.

Buffy threw Xander's clothes at him. "What's the matter Buff?" Xander was

Buffy thought a moment. "My mother will be home soon. You've got to get out
of here." Buffy pushed him towards the door. She got him outside, then turned
back to get some rest.

Buffy arrived at school the next day, still very unsure about who was in
control of her body. She went into the library and tried to talk to Giles,
but he was busy with something else and she couldn't explain herself very
well. Every moment in Giles's masculine presence made her hornier and
hornier. She finally fled, before she embarrassed herself. As she walked the
halls she saw a PE class headed for the locker rooms, she had to fight an
urge to walk right into the men's locker room and have sex with the men she
found there.

Buffy tried to find Willow, but she found out she was out today. She made a
call and found out she was feeling sick from her mother. Buffy knew she
couldn't talk to Xander about what was happening to her. Cordelia was never
any help and she'd never been close to oz. The only one she could talk to was
angel but two things stopped her. First, it was daylight and she didn't think
she should leave school for something so minor. Second with her body acting
so strangely she worried what would happen if she got around angel, would she
be able to control herself or would she lose it and maybe overwhelm angel
turning him into Angelus again. No, she decided she couldn't do that. with
all her options closed off she decided the only thing she could do is go to

It was Buffy's luck that the class she headed for was her sex education
class. She took her seat and looked up at the teacher. Absently she thought
what a handsome man, but his class was so very boring. Her mind started to
wander during the boring class lecture. As her mind drifted off, Shaddum
found a chink in her armor. She had found Buffy to be an unusually strong
willed young woman. Now was her chance to take over. Shaddum slowly grabbed
control over her mind.

As Shaddum took final control of Buffy's mind and body. She started to listen
to the teachers lecture. She used her powers to enhance the sexual feelings
of everyone in the room. The teacher was talking about the female body. Buffy
slammed her hand down on her desk and as everyone's eyes turned to her, she
stood up.

Buffy walked to the front of the room, she stood in front of the teacher.
"You want to really know how to handle a woman's body. Do you?" She turned
to the class. "Well, I'm gonna show you how to please a woman." She started
by pulling off her shirt. "These are a woman's breasts, their sensitive and
should be sucked on." Buffy called two of the boys from the front row up,
they started playing with her nipples. "Not bad, now for some advanced
theory." She pushed her skirt and panties down leaving her standing before
the class in just her boots."

"Miss Summers!" The teacher tried to regain control, but looking at Buffy's
hard and firm body was too much for him. "Its time for a real demonstration."
He pushed her up onto her desk. She spread her legs and lay back on the desk.
He made right for her dripping wet pussy, burying his tongue deep into her.

"Yes, right there!" Buffy moaned as her teacher ate her out and two
classmates sucked on her nipples. Shaddum needed more and her voice spoke
through Buffy. "Come on fuck me, I need you're rods now." She begged. And the
teacher pulled up from her pussy and unbuckled his pants revealing a small
prick. He slipped his cock inside of her. Buffy used her slayer muscles to
squeeze his prick. Her head fell back and she reached for the nearest boys
balls she stroked him through his pants.

Her teacher tried to pull out but Buffy used her leg muscles to draw him back
in. He shot his load into her pussy. The boy to her left had finally got the
idea and whipped out a moderate sized prick. "Someone fuck me!" Buffy ordered
as a student took up position between her legs. She started sucking off the
man on her left, bringing him off then she turned to the one on her right and
started sucking on him. As he shot his load into her mouth Buffy felt someone
fill her pussy with seed.

Buffy managed to look around the room and noticed that the other two girls in
the room where on the floor being fucked by different guys. "More, I want you
all," she cried out as another boy positioned himself at her pussy. Another
man climbed atop her and started to fuck her tits. Buffy put her head to the
side taking another man in her mouth. as that one shot off she turned to the
one between her tits and swallowed his load.

As if in a trance Buffy heard the bell ring and knew she should stop this,
but she couldn't. She had a prick in her pussy and another in mouth. As they
shot their loads she noticed no one was taking her place. She sat up she
noticed the teacher was guarding the door and forcing the students out.

"Get dressed, Miss Summers, we'll discuss this privately another time." He
watched her hungrily as she slowly dressed. Buffy left, making sure to add a
little extra wiggle to her walk.

Buffy headed for the library hoping to talk to Giles. She knew something was
wrong with her, but her mind just wouldn't seem to work. She passed principle
Snyder in the hallway as she passed she heard from behind her, "Miss
Summers." Buffy thought, 'shit' as she turned around. "Yes Principle Snyder."

"Come with me." He ordered as he walked he started talking. "Its come to my
attention Miss Summers, that you haven't been showing the proper respect to
you're teachers." He lead her into the teachers lounge and turned to face
her. "Well, what do you have to say for yourself?"

Buffy looked around the teachers lounge, there were about a dozen male
teachers in the room. "I'm sorry, Principle Snyder, but I don't know how to
show respect. Maybe you should teach me?" Buffy fell to her knees, glad that
the floor was carpeted. "Perhaps I should make up for my bad behavior to all
of you?"

Snyder was flustered for a moment. "What are you doing Summers?" Although he
had to admit the sight of the very attractive Buffy summers kneeling before
him was very erotic.

"I think I should make it up to all of you for the trouble I've caused." She
pulled Snyder closer and using her slayer reflexes released his cock from his
trousers. She licked it up and down. "Don't you want me to make it up to
you?" She looked up giving him her sexiest look.

Snyder thought for a moment. "Yes, I think you should make it up to all of
us." Buffy went back to licking his cock, this time taking it into her mouth.
She used her hands to take off her clothes as the other teachers started
forming a circle around her, their cocks out.

Snyder shot his load into her mouth. and another teacher shoved his cock into
her mouth. A teacher started crawling under Buffy. he gave her pussy a few
licks, then continued until his cock was brushing against her cunt.

"Yes, fuck me, fill all my holes with you're cum." Buffy went back to sucking
the cock in her mouth. She impaled herself on the cock under her. Buffy took
another load down her throat and felt a hand at her back pushing her forward.
Another cock was presented to her face and she gobbled it down. Now a prick
was pushing at the entrance to her ass. She wanted to tell him to stop, but
even as she managed to get the thought past Shaddum, the man with the cock in
her mouth held her in place not allowing her to object.

Buffy felt the heat of the cock nudging at her rectum. It was an incredibly
tight fit she felt the tip of the prick pop beyond her rectum. She tried to
relax her muscles, but the man kept forcing his cock deeper in her ass. She
felt the man in her pussy shoot off. The man in her mouth pushed deeply into
her and shot his load right down her throat. As he pulled out Buffy gasped
for breath.

Finally, she felt the man in her ass shoot his load deep inside of her. She
was pulled over to where another man was laying on the floor, she quickly
impaled herself on his large cock. Buffy tried to stop them as they pushed
her forward but her body wasn't under her control. As she leaned forward
another cock was pushing against her anus, only this one felt even bigger
then the last. She looked back and saw the big black gym teacher pushing his
cock towards her ass. One look down assured her his prick was huge. "No, its
too big," she gasped.

"You're gonna love it, besides we need to punish you're ass." He shoved his
cock into Buffy's ass. Buffy screamed it felt like her ass was being ripped
apart. He pushed more of his thick black log deep into her ass. "Someone shut
her up," he ordered. Buffy quickly found another cock shoved into her mouth.
When the gym teacher shot his load and pulled out of her ass, Buffy barely
noticed as another man rammed his cock in her now much wider ass hole. The
gym teacher came around and presented his black cock to Buffy's face. "You
got it dirty, you clean it up."

To Buffy's own disgust and horror she started licking his dirty cock, taking
it deep into her mouth, bringing him off again with her tongue. They then
seemed to decide they liked this new game and Buffy was soon sucking them all
off again. After being fucked more times then she could count she realized
there were no more hard cocks around. She stood up, one of the teachers threw
her clothes and dismissed her.

Buffy slowly regained control of herself, she couldn't believe what she'd
done. She headed for the library, she had to tell Giles what was happening to
her. Buffy burst into the library and found only Cordelia. "Where is Giles?"

"Some kind of teachers meeting, its so inconvenient. The one time I really
need a book and he's nowhere to be found."

"Lifes hell. Cordelia." Buffy looked over Cordelia, Shaddum did as well.
Shaddum was having trouble controlling Buffy but from a reading of Buffy's
memories Shaddum decided Cordelia would be much more easily controlled and
with a body no man could resist. Even Buffy had had the stray sexual thought
about Cordelia. Shaddum used this to regain control over Buffy. "Say
Cordelia, there's something I need to get in the back could you help me?"

"What, the great slayer needs help. Can't do everything herself?" Cordelia

"Well if you're not up to it. I'll wait for Willow or Giles." She headed for
the stairs "I can probably get it myself.." Buffy said it in her best put out

"Okay, I'll help." Cordelia followed Buffy up the stairs. Buffy pointed out a
book for Cordelia to get so Cordelia reached up to take it. "You mean, you
couldn't get this yourself?" Cordelia felt Buffy come up behind her and press
her body against her back.

"What's you're problem?" Cordelia jumped as Buffy's hands came up to her
breasts and started rubbing them through her thin dress.

Buffy held Cordelia close. She could feel Cordelia start to react to their
closeness. Buffy let her hand trail down towards Cordelia's crotch. Cordelia
made a feeble effort to stop Buffy, but Buffy started rubbing her hand over
the outside of Cordelia's thin dress. "I think you like this Cordelia?" She
heard a small gasp escape Cordelia lips.

Cordelia turned and Buffy was right in front of her. She had never felt like
doing it with another girl before, but she had to admit at this moment she
wanted Buffy more then anything. Buffy pushed her back against the wall and
forcefully pressed their mouths together. Cordelia felt Buffy's hands pulling
up her dress. Slowly it came up first exposing her panties but Buffy
continued to lift the dress exposing Cordelia's bra clad tits. Cordelia
raised her arms allowing Buffy to remove her dress.

Buffy stared at Cordelia's body for a moment, then reached behind her and
popped open her bra. As it fell to the ground Buffy started sucking on
Cordelia's large nipples. Buffy managed to pull off her skirt, Cordelia
quickly got the idea. helping Buffy get her shirt off. Buffy let Cordelia
slide down to the ground. Buffy climbed between her legs causing her to groan
with pleasure as Buffy's tongue found her clit.

Cordelia motioned Buffy to spin around and they were quickly in a sixty nine.
Cordelia's tongue went deep into Buffy's cunt. While Buffy brought her to an
orgasm using her fingers and tongue. Cordelia was upset when Buffy stood up
but was soon consoled as Buffy positioned herself between her legs. Buffy
positioned herself so that her pussy pushed right up against Cordelia's. Soon
Buffy was rubbing their cunts together, for all she was worth.

Cordelia enjoyed the sensations as Buffy's pussy rubbed up against her own.
Then she felt something odd, something was pushing at her pussy lips, it felt
like an overlarge prick She tried to sit up but Buffy's legs held her down.
Cordelia felt herself being penetrated, it felt incredible. She feel back in
pleasure as it continued to move farther inside of her. Cordelia arched her
back in orgasm. She lay back stunned, unsure what was happening to her. She
felt like she was losing control of her body.

Buffy came out of it with her pussy still brushing against Cordelia's. She
stood up realizing she had passed whatever it was to Cordelia. Buffy stood
and dressed quickly. Unsure of herself, Buffy raced away from Cordelia's
naked body. As she came into the main library she saw Giles come in. Buffy
wanted to talk to him, but then realized that she had fucked the teachers at
the meeting. She couldn't even remember if Giles was there or not. She
started to speak but then ran out of the room crying. She couldn't talk to
Giles maybe Willow.

Giles was stunned as Buffy ran out past her. "What's the matter?" He called
after her. He turned to see Cordelia coming out of the stacks. He noticed her
as if seeing her for the first time, she was incredibly attractive. He tried
to get his attention away from Cordelia's looks. "What's wrong with Buffy?"
He asked, trying to get his impure thoughts out of his head.

"OH, Just having some man trouble." Shaddum had an easy time controlling
Cordelia completely and made her walk right up to Giles. She could tell Giles
was thinking of Cordelia by the bulge in his pants. "I don't know why she
goes after that angel, when she's got a big strong man right here." She
hugged Giles and cupped his dick through his pants.

"AAHH, yes?" Giles jumped at the contact and raced for his office. Only to
find Cordelia following him inside and locking the door behind her. "Is there
something I could help you with?"

Cordelia closed the shades to the office. "Yes, I think there's something
you could help me with, right now." She reached behind her and unzipped her
dress, letting it fall to the ground leaving her naked before Giles. She
moved to him and knelt before him.

"Cordelia, we shouldn't?" Giles tried to object but as he watched Cordelia's
lovely body his body reacted. He found his pants being opened and he helped
her pull off his pants exposing his dick. She wrapped her mouth around it and
took all of him inside of her. Giles ran his fingers through her long dark
hair. "OH,YES!" He moaned as he shot his load into her mouth. To his surprise
she swallowed it all and continued sucking on his prick keeping him hard.

"Time to put this where it belongs." Cordelia slid up Giles body until her
body was positioned over his hard cock. She dropped, impaling herself on his
hardness. Giles started suckling at her breasts as she rode up and down on
his cock. As he shot his load deep into her, Cordelia used her pussy muscles
to milk his dick. As his prick fell out of her pussy, Cordelia got off of
him. She bent over and used her tongue to lick off the last of his seed.

"Thanks Giles." Cordelia stood and slipped her dress back over her head. She
then turned on her heal and headed out of the library. Shaddum was in
complete control over Cordelia's weak will. She went through Cordelia's mind
trying to decide what to do next. It was getting late. classes were over. She
walked the halls for a few minutes. She headed towards the sound of people.
She ended up outside the boys locker room from inside she heard showers, she
looked at her watch. Cordelia thought it was kind of late for the sports
teams to be getting in.

Shaddum took complete control of Cordelia. She opened the door to the locker
room and headed inside. She carefully looked into the showers, there were
about a dozen large men showering. She recognized them as part of the
basketball team. She quietly removed her dress and then her shoes. Cordelia
stood in the entranceway to the showers. "Hi guys, mind if i join you?" She
noticed their stunned looks, but didn't see any objections. She walked into
the showers. A couple of the more bold guys came right up and started
stroking her body.

Cordelia moved under one of the shower heads, hands ran over her body. She
felt a finger penetrate her pussy. She saw one man stroking his cock almost
to the point of orgasm, she made her way over to him. "Don't waste it," she
went down to her knees and took it into her mouth. He shot off as soon as her
tongue touched his prick, but another cock was shoved into her face. A man
took up position behind her and started to fuck her pussy. Cordelia groaned
in pleasure, both men shot off at the same time. Someone pushed her down to
the ground and positioned his cock at the entrance to her ass, Cordelia
thought to protest but was kept down by Shaddum.

Cordelia screamed in pain as her ass was penetrated. The man roughly pushed
in and out of her virgin ass hole. Her cries of pain were muffled as another
cock was shoved into her throat. She felt the man in her ass shoot off, he
was replaced by another cock this one going in just a bit easier. She took
two of the cocks in her hands and stroked them. Cordelia felt herself being
moved out of the showers, the men moved her into the locker room. She was
being guided to a bench, on it was a man laying down with the biggest hardon
she had ever seen sticking straight up.

"It's too big," Cordelia blurted out but then Shaddum took over again. "But
I'll get it to fit." The guys laughed as she was guided onto the huge cock.
She positioned herself over the prick and pushed down on it. At first only
taking the tip inside her pussy but as the men shouted encouragement, she
started to slide down the huge tool. She groaned in pleasure as she took all
of the prick into her pussy. The man pulled her down and sucked on her big
tits, as another man took position behind her.

Cordelia felt a second cock penetrate her ass hole, it started fucking her
with long hard strokes. Another cock was presented to her mouth and she
quickly swallowed it. They all blew their loads, almost at the same time.
Cordelia took all their seed inside of her. She was moved along the bench
until she was atop another prick. As she took that one in her pussy another
one filled her ass, as she opened her mouth another prick was stuck in it.
This group shot off and were replaced by others, they each took turns at her
holes until none of the boys could get it up.

Cordelia felt stiff as she stood up surrounded by naked men. They were barely
awake as she picked her way past them. She got dressed and headed out. At
this late hour the school was empty, so Shaddum allowed Cordelia to head
home. After showering and changing Shaddum forced Cordelia to go to the
bronze. Shaddum was a bit worried about Buffy but figured she'd be out of it
at least another day. Giving Shaddum another night to party before blowing

As Cordelia arrived at the Bronze, she saw oz and Xander talking. Shaddum
pushed Cordelia towards them. "Hi guys, what's up?" She asked trying to sound

"We were just talking about Willow, she's been acting weird. Has she said
anything to you" Xander asked.

"Actually she has, but can we talk in private?" Cordelia responded.

"Sure thing this way." Oz guided them to the bands warm up room, it was empty
tonight."Okay what's up?"

"Well, she told me that you were very good at sex." Cordelia laughed at Oz's
discomfort, "and you aren't so bad either." She turned to Xander and saw
anger flash in Oz. "In fact, she said you were so good, I'd like to try you
out. What do you say boys?" She took Oz in her arms and kissed him.

"Step away from him!" Buffy shouted from the doorway.

"Buffy, what are you gonna do slay me?" Cordelia/Shaddum laughed again.

"Something like that." Buffy belted Cordelia hard, knocking her out.

"Buffy, what are you doing?" Xander was stunned.

"Trust me, I'll explain later." Buffy picked up Cordelia and threw her over
her shoulder. "For now, I need to get the library can we use you're van, Oz?"
She saw him nod. "Can we go out the back way?" Oz led them out.

Buffy carried Cordelia into the library and locked her in the cage. Cordelia
was still out cold. Buffy turned back to Giles. "I guess Willow brought you
up to speed."

"Yes, yes." Giles looked up from the book. "Its quite unusual, but we'll get
a handle on this."

"You better, we can't keep Cordy locked up forever." Buffy looked over at the
sleeping girl. "Much as I'd like to. Okay what have you got?"

"Not much at the moment, I'm afraid." Giles passed out various books. "But
now that we have you're help, we can get on with it." They all sat down to

Cordelia woke up slowly, she rubbed her jaw where Buffy hit her. "Ohhh," she
complained. "You hit me!" She turned to Buffy. "I didn't know you liked it
rough." She grinned out at Buffy. "But locking me in here all alone, how
about sending one of the guys in." She reached behind her unzipping her dress
she let it fall to the floor exposing her body to the room. "What do you say
guys, someone want to join me?"

Buffy saw the men almost getting up "SIT DOWN, no one's going in there!" She
pushed down on Xander's shoulders forcing him to sit.

" I've got it!" Willow jumped up. "I've got the spell to expel the demon."
Giles went to her side and started reading. They both read through the

"Well, what do we do?" Buffy asked.

"Well, there's a problem." Willow looked lost. "The ceremony has to be
preformed as the possessed is in the throes of passion."

"Okay then, who wants the job?" Buffy looked at the men.

Giles cleared his throat. "With this demons power, we cannot be trusted. The
only ones you can trust, are those who have already been possessed. They are
immune to her charms."

"So, that means me and Willow." Buffy responded. "Lets set it up." Buffy went
to the cage and grabbed Cordelia roughly. Buffy picked Cordelia up and
carried her to the library table. Each person grabbed on of Cordelia's limbs.

"Yes, I like it rough, take me!" Cordelia groaned as hands grabbed her arms
and legs. She felt ropes being attached to her limbs. "Ohh bondage, I like
it, make me helpless, then take me."

Buffy checked each of the ropes, Cordelia was tied down to the table her legs
and arms spread. "Alright guys, you can go." She guided Giles out the door.

"Sure you don't need some help?" Xander wanted to stay. He couldn't take his
eyes off of Cordelia as she writhed on the table.

"Come on! GO!" Buffy pushed Xander out of the library. She then blocked the
door and covered the windows, so they wouldn't be seen or disturbed.
"Alright! Lets get started."

"Okay, we have to be umm naked for the ritual." Willow responded and both
girls reluctantly got out of their clothes. "Okay, now you've got to pleasure

"Me what about you?"

"I umm have to read the incantation."

"That comes later, right now get to it girl." Buffy's hand went to Cordelia's
pussy. Buffy ran her hands around the outside of Cordelia's pussy. Finally,
she stuck a finger inside of her. Buffy watched as Willow played with
Cordelia's tits. As Willow bent down and started sucking at Cordelia's
nipples, Buffy used her own tongue to pleasure Cordelia's pussy. Cordelia
started to moan in pleasure. "Now, Willow." Willow stood away and chanted.
Willow walked around Cordelia. Buffy continued to lick at her pussy, she
stuck her fingers deep inside of Cordelia bringing her to orgasm. Buffy felt
something coming out she grabbed at it, as Willow continued to chant.

Buffy pulled the slug like creature out of Cordelia. It fought Buffy as she
held it in her hands, but as Willow continued to chant, it seemed to be
growing weaker. Buffy finally felt it go limp in her hands. She dropped it on
the table with a wet splat.

"What's' going on here?" Cordelia had come out of it to see a naked Buffy and
Willow, she was a bit disoriented.

"We'll bring you up to speed later." Buffy started untying the knots holding
Cordelia down. She noticed Willow dressed before she started helping. They
finally got Cordelia free. Then she and Buffy dressed. Buffy went to the door
and let the guys back in. "Its over!" She announced.

The guys huddled around the ugly stain on the table. "That's what caused all
the trouble?" Xander asked. "Yes, that's all it was." Buffy responded.

"I have several questions?" Giles began.

"Giles, I suggest we never speak of this episode, again." Buffy responded,
she saw Xander about to open his mouth.

"NEVER!" She cut him off.

Xander shut up willing to live with just the memories.

the end.


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