A Wolf Makes Three by SpikeMe4Now4200

Rating: NC-17
Disclaimer: Joss owns the characters and all rights. I own nothing except for the written word of this story.
Distribution: http://au.geocities.com/spikeme4now4200/index.html http://mysticmuse.net
Anyone else, let me know if you want it and you can have it.
Feedback: Please take the time to let me know what you thought and I'll take the time to answer you. I welcome all sorts of feedback, including constructive criticisms. Outright Flames however, will be ignored.
Spoilers: Everything up to Season 7 episode Touched.
Author's Note: This is in response to the fic suggestion posted on the Willow_Lesbian_Witch egroup last week.
Special Note: A huge thanks goes to Susan Carr for beta reading. Thank you!
Pairing: Willow/Kennedy

Summary: What happened behind the scenes between Willow and Kennedy during Touched.

Settling back on the bed, Kennedy did her best to arrange herself into her most seductive pose, wanting to look as sexy as possible for her girlfriend. This was going to be their night, and she was Hell-bent on making sure everything went right. She was done waiting, done taking things slowly, and it was about time she staked her final claim on her girlfriend.

All her life, she'd always gotten what she wanted, made sure nothing got in her way. She'd had a hard time pursuing Willow though, but that's where the fun was. She liked a good challenge, and God knows she'd gotten one with Willow.

There had just been something about the feisty redhead that had caught her eye from the moment she'd first entered the Slayer's house. She could see the hidden fire in the girl, could almost sense something dark and dangerous about her. And she liked her women dark…

Despite all the obstacles though, she hadn't given up-even when she'd had a taste of the full extent of Willow's darkness. It had taken her a few days to get over the hurt she'd felt at being violated, but she'd eventually realized that the darkness she'd thought was so cool, was still cool, but that it was nothing to take lightly.

She'd done a lot of growing up during that time, and came to the final conclusion that Willow was definitely worth pursuing. She'd never been one to give up easily, and she wasn't about to start now. This is why she was glad to finally have their room all to themselves. Foreplay was all good and fine, but there was only so much sexual frustration she could take…

"Okay guys," she ventured as she entered her room, not bothering to look up from the map, "Giles said Faith wants us to start early in the morning, so…"

Willow looked up from the map, wondering why it was so quiet. Usually, when the girls were around she could barely hear herself speak. Glancing around the room, she furrowed her brow in confusion.

"What happened to the girls?" She asked her girlfriend, who was lying on the bed looking up at her with a smirk.

"Looks like there's only one girl here," Kennedy replied huskily, twirling her hair in a flirtatious manner.

"What about the other ones," Willow ventured, "with their sleeping bags and their headgear, and their snoring…? They're not here, are they?" she grinned.

Willow's smile widened as she moved to close the door. It was good to have the opportunity for some uninterrupted smoochies. Having all those potentials around was definitely messing with her love life. Although, she hadn't minded their presence too much. The lack of privacy had given her a good excuse to take things slowly with Kennedy. Much as she wanted to snuggle with her sexy girlfriend, a part of her didn't feel she was quite ready…

It had been so long since she'd made love with anyone. In fact, it was almost a year ago today that she'd held Tara in her arms, kissed her, made love with her, and then watched her die. She'd spiraled into darkness then, lost all her control and allowed the power to consume her.

She was afraid to let herself get that close to someone again, afraid to risk destroying everything she'd worked so hard to try and rebuild. After what had happened the first time she'd kissed Kennedy, her fears had compounded. She loved Tara so much, would never stop loving her, and in her mind, by kissing Kennedy, she'd killed that love.

When your soul mate is gone, you shouldn't be able to move on to someone else…should you?

That thought was in her head during the very first time she'd kissed Kennedy, was in her head during every consequent kiss, every touch, and every glance. She knew Tara would want her to be happy, not to pine away and to move on with life. Was she really ready for that?

And what if she let Kennedy in…but then something terrible happened? The First would jump at the chance to exploit her moment of weakness, and she wasn't sure she was strong enough to withstand it. If she lost control and turned into the Big Bad again, then she didn't think even Xander would be enough to save her.

Despite all her reservations, she couldn't help but succumb to Kennedy's charms. It wasn't everyday a sexy potential slayer told you your freckles were 'lickable.'

"Well, that's nice," Willow ventured, moving to sit on the bed next to her girlfriend. Just because she had to control herself, didn't mean she couldn't enjoy smoochies…

"Nice," Kennedy agreed as she leaned over and pressed a kiss against her girlfriend's lips, "and necessary." She took a moment to enjoy the sensation of kissing her girlfriend.

"C'mere you," she grabbed the map from Willow's hands and tossed it aside, before guiding them both down to lie on the bed. She had other plans for tonight, which involved more than just kissing. "Foreplay," Kennedy whispered in between kisses, "was threatening to turn into twelve-play…"

Willow felt her whole body stiffen at Kennedy's words. It was clear to her what Kennedy had in mind, and suddenly, all her fears surfaced. Was she ready to let go of Tara?

With a few quick kisses to Kennedy's lips, Willow lifted her hand up to the girl's cheek before she pulled away. She had no idea how to voice her fears, without appearing to reject her. Caressing her cheek tenderly, Willow slowly began a journey along Kennedy's neck, down to her arm. She then turned around so that she wasn't facing her girlfriend, but brought the girl's arm to rest against her waist-letting her know she wasn't pulling away completely.

Inching her way closer to Willow, Kennedy pressed herself against the girl's back and rested her chin on her shoulder. "Something not right?" she asked her gently, confused somewhat by Willow's behavior. She could tell Willow wanted her, so why was she pulling away?

"No, no," she replied automatically, not wanting to alarm her girlfriend. "I just, uh…"

Kennedy pressed a quick kiss against Willow's exposed shoulder as she listened intently.

Willow sighed, knowing it was going to be difficult to explain her thoughts. "Guess I'm a little scared…" she admitted reluctantly, deciding to be as honest as possible.

"It's probably stupid to ask why, huh?" Kennedy responded, tracing slow circles against Willow's hand. "Death, war, apocalypse…"

Willow turned around a little, before she continued with her explanation. "I'm just scared that if we…and then I'll…and then…"

"And then…?" Kennedy chuckled, running her fingers tenderly through Willow's hair. "Isn't that the good part?" She leaned down and pressed another kiss against her shoulder.

"Good…" Willow smiled slightly at Kennedy's reaction. "Yeah, g-good feeling…but also…"

"Bad stuff," Kennedy finished up, purposefully keeping her tone light. She began to understand what Willow was so scared of, but she didn't want that to stand in their way. She had every confidence in herself, knew she'd be able to keep her girlfriend from going to a bad place. She always succeeded in whatever she set her mind to do.

With a smirk, Kennedy purposefully moved her hand over Willow's stomach. "Like unrestrained moaning," she grinned, moving her hand even lower so that she was now rubbing her fingers against Willow's mound, "and screaming with joy…?"

Willow couldn't help but respond to Kennedy's touch as a languid smile crept onto her face. She had to give Kennedy points for good measure-she sure knew what buttons to press and when. However, her reservations would not be relinquished quite so easily.

"Well," she sighed, turning around to face her girlfriend. "Sort of…" she continued, as Kennedy's hand moved to her waist, and she moved her own to rest against Kennedy's. "…the unrestrained part. But I've just…I've kind of been in this space where I should be restrained. I've been controlling myself and I…if I lose that control, let myself go…I could just…go…"

Kennedy knew she had to tread carefully. Much as she wanted to dismiss Willow's fears entirely, she knew that she'd have to be tactful about it. They weren't totally ungrounded-even if they would never come to pass.

"Hmm," she began softly, reaching her hand over and tenderly tucking a strand of hair behind Willow's ear. "You're worried you're gonna turn into Big Bad Willow?"

"It's not stupid," Willow replied defensively. "When we first kissed, I turned into…Warren," she frowned as she said his name. Warren's name always triggered thoughts best left buried deep within her subconscious.

"It's not stupid," Kennedy agreed softly, tracing a gentle circle against Willow's arm, "but it's not gonna happen. I just want you to know you're safe with me," she said soothingly, using her most reassuring tone of voice.

"Yeah?" Willow smiled, feeling comforted despite herself. She did tend to over analyze things after all. Besides, they might all die soon and what better way to reaffirm her life than by coming full circle…by making love? She was still scared though, still unsure if she could trust herself. And if she couldn't trust herself…could she trust Kennedy?

Kennedy could sense Willow was wavering and she knew she almost had her… "You can float around, and I'll tether you down," she smiled widely, hoping her words would remove any lingering doubts her girlfriend had.

Willow smiled at Kennedy's analogy. The words were definitely a sign of her girlfriend's tenaciousness. Even though Kennedy had triggered the change into Warren, the girl had also been responsible for changing her back. It was like Kennedy had been brought into her life for a reason…a way of helping her deal with Tara's death…deal with her own guilt, and help her to finally enter the world of the living again.

"Mmm-hmm," Kennedy smiled, realizing she'd finally roped her in. "You'll be a kite, and I'll be your kite string. Okay?"

"Okay," Kennedy whispered as Willow leaned over and pressed their lips together. "Mmmm," she pulled away a moment later, wanting to deepen the kiss. "C'mere…"

With that, Kennedy wrapped her arms around Willow and pushed her down against the bed. It was time she showed her girlfriend exactly how high she could make her fly…

As Kennedy's thigh made its way in between her legs, Willow tightened her hold on the girl. She couldn't help being extremely nervous though. She and Kennedy had fooled around before, but this time things were different.

And suddenly, she couldn't wait any longer. It was as if by making up her mind to let go, she'd unleashed a dam of sexual energy from inside herself and she was now extremely eager to feel the full extent of Kennedy's expertise. She'd already felt it against her own tongue and even against her neck during some of their more heated make out sessions, but she had yet to feel it on other parts of her body. She also couldn't help wondering what tricks that pierced tongue of hers would have to offer.

Kennedy made a point of pressing hard against her clit through the fabric of her cotton pants. She did so with a slow and steady rhythm, keeping her leg movement synchronized with the swirling of her tongue. Her hand meanwhile, moved roughly up and down her side, through her hair, over her thighs…

Kennedy was determined to make this as primal as possible. She had to bring Willow so close to the edge that nothing else mattered anymore, and that all she could think about was release. In doing so, she would prove to her girlfriend that no matter how high she flew, she'd still be able to pull her back in…tether her down. It was crucial to their relationship.

Willow allowed Kennedy to take control of their lovemaking. Besides, Kennedy's hand had now made its way down her side and was gently pushing up at the material of her tank top, causing her breathing to become even more labored, and her self-control to waver even further, as she felt the cool night air brush against her heated skin.

"I wanna taste you," Kennedy whispered huskily as she lifted herself up. She looked down into her girlfriend's half closed eyes and felt a smirk reach her lips. Willow was already succumbing to her touch as desired. "You're skin is so…lickable."

"Lickable…" Willow sighed breathlessly, finding any sort of thought process difficult at the moment.

Kennedy chuckled and pressed another kiss against Willow's lips. She then made her way down Willow's neck, to her chest, and then moved even lower down her body, using her hand to further lift up the girl's shirt. When her lips met with the bare skin of Willow's stomach, she could feel her girlfriend's instant response.

Spurred on, Kennedy continued to press soft kisses against her skin, moving ever so slowly downwards. When her lips finally reached her belly button, she made no delay in extending her tongue and pressing into the slight indentation.

Mmmm, tongue piercing, Willow thought to herself as she arched her back. Now that she'd had an initial taste of Kennedy's piercing, she wanted more…

Kennedy didn't disappoint. After a minute of swirling her tongue around Willow's belly button, she decided to continue with her journey, pressing soft kisses against her skin as she moved towards the waistband of her cotton pajamas. Her kisses were no ordinary kisses though. Kennedy didn't just press her lips against her skin, but she made sure to extend her tongue as well, pushing her stud against Willow's skin every time her lips made contact.

When she finally reached the waistband of Willow's pants, Kennedy decided it was time to make her way back up again. She wanted to leave the best for last, and she also didn't think Willow was quite ready to allow her to taste her juices…not yet anyway. She was just getting started.

Willow moaned in frustration as Kennedy began to double back up her body. It had been so long since she'd felt a woman's lips against her center and as Kennedy had kissed her way down her body, the anticipation of her tongue had begun to build up inside her like an active volcano. Although, when Kennedy's hand started to press hard against her side, moving up and down agonizingly close to her breast, her disgruntled thoughts soon dissipated.

The only thing she was now aware of was the aching throb between her legs and the sensation of her girlfriend's lips against her belly, her chest, and now her neck. Oh God, she thought to herself as Kennedy extended her tongue. The girl pressed her stud firmly into her skin as she licked a trail up and down her neck. This is so…Wow…so Hot…! But when the Hell is she gonna move that damn hand of hers and really touch me? There's only so much a gal can take…

As if she'd sensed this, Kennedy chose that moment to move her left hand down against Willow's side. However, when she reached her hips this time, she didn't double back up like she'd been doing, but chose to continue downwards so that she could work her hand underneath the elastic of Willow's pajamas instead.

All the while, she continued to kiss and nibble at her girlfriend's neck, extending her tongue out every few seconds for some added stimulation. Man, she just loved the taste of her girlfriend's salty skin…

As her hand pressed against Willow's panties, Kennedy was pleased to note how wet the girl was. Without a second thought, she used her fingers to rub the cotton material of Willow's panties against her clit, knowing it would make her crazy.

Willow gasped softly, arching her back in response, as she increased the urgency of her hand movement against Kennedy's back.

This added fuel to Kennedy's fiery assault, and she too increased the speed of her movements. She was now pressing her fingers rhythmically against Willow's engorged bundle of nerves, her lips and tongue continuing to wreak havoc on her neck.

Unable to restrain herself any longer, Willow unwittingly began to move both her hands up to Kennedy's hair, down her back, over her ass, back up to her neck, before making their home within her hair. She grasped handfuls of the girl's raven strands, as her own lips began to ache for the taste of skin.

Kennedy increased the pressure against Willow's clit as the girl began to nibble at her ear. She knew her girlfriend was nearing the edge and she realized it was time for even more stimulation. With that thought, she deftly maneuvered her fingers inside Willow's panties, finally coming into direct contact with her aching sex.

When she felt two of Kennedy's fingers thrust themselves deep into her core, Willow reacted by screaming loudly and biting down hard on her girlfriend's shoulder. She just couldn't control herself. The sensation of fullness was something she hadn't felt in so long, and to feel it now, when she was so near to the edge…well, it had caught her entirely off guard.

"Ahh!" Kennedy screamed, retaliating with a bite of her own. She sank her teeth deep into Willow's neck, giving her a taste of her own medicine. The bite was purely instinctual though.

"Oh Gods!" Willow burst out, shuddering at the sudden sensation of both pleasure and pain. She then returned her lips to Kennedy's shoulder, and once again bit down-only softer this time. She merely wanted to enflame her senses, not cause her any real pain.

As Willow continued to bite and nibble against her shoulder, her neck, her ear, Kennedy responded with the thrusting of her fingers and the movement of her thumb against the girl's clit. She too continued with the nibbling, wanting to do everything she could to bring her girlfriend over the edge. She quickly developed a steady rhythm, and it didn't take her long to figure out what Willow liked, seeing as Willow was becoming more and more vocal with every passing second-letting her know without a doubt what pleased her…

Taking into account Willow's ever-increasing moans and gasps, Kennedy could tell that the redhead was very close. However, she wasn't quite ready to release her just yet. Ignoring her moans of protest, Kennedy gently removed her hand from Willow's sex and lifted herself up into a kneeling position. Keeping her eyes locked onto the redhead's, she slowly placed her Willow-soaked fingers against her lips.

"I told you I wanted a taste," she explained huskily, before closing her mouth around her fingers. "Mmm," she made a show of enjoying the flavor, as she swirled her tongue over her own digits and savored her girlfriend's essence. "Very lickable…"

Willow watched in silence as Kennedy sampled her juices, feeling somewhat frustrated. She'd been so close to the edge…a couple more thrusts and she would've been finished…. However, Kennedy had said she wanted to taste her, that she was lickable, and that could only mean one thing.

Suddenly, Willow couldn't wait to be on the receiving end of Kennedy's delightfully pierced tongue. She could only imagine what it would feel like to have that studded tongue of hers pressed against her breasts, her thighs, her clit, and maybe even buried deep inside her, pressing into her core…

Willow's eyes clouded over with even more arousal as she let her mind run free with her fantasy. She couldn't take it any longer. What was Kennedy waiting for?

Before Kennedy could even blink, Willow moved into a sitting position and lifted her tank top clear off her body, tossing it to the floor to reveal her two, firm, bra-less breasts.

Kennedy's jaw dropped in surprise as she took in the sight of her semi-naked girlfriend. However, she had no time to process her reaction, because the next thing she knew, Willow was grasping at the bottom of her nightie and within seconds, she was throwing it aside.

Willow leaned back to admire her girlfriend. She was a self-proclaimed breast gal, and this was the first time she'd had the opportunity to feast on Kennedy's. The girl's breasts were quite ample. They weren't as generous as Tara's, but they were still supple enough and luscious enough for her liking.

Within seconds, Willow had pushed her girlfriend's body flat against the bed and was now straddling her hips. With firm and determined movements, she trailed her fingers over Kennedy's shoulders, her collarbone, until they came to rest against her breasts. She pressed her palms firmly against the center of her nipples, spreading her fingers wide so as to feel the fullness of both mounds in her hands.

Willow's fingers were now deftly playing with her nipples, squeezing them ever so tightly, working them between her thumb and forefinger. The more Willow teased her, the dryer her mouth began to feel, but the wetter she became down south.

Willow wasn't satisfied though; she wanted a taste. Leaning down, Willow moved her right hand form Kennedy's breast and began to trail downwards with it. Continuing her exploration of Kennedy's thigh, Willow moaned in appreciation as her mouth closed over her girlfriend's breast.

"Oh God Will," Kennedy arched her back at the sudden multitude of stimulation. One of Willow's hands was teasing her right breast, her mouth was suckling at her left breast, and the girl's right hand had somehow made its way in between her legs.

In response to Willow's sensuous assault, Kennedy began to move her own hands gently up and down her girlfriend's naked back. However, as Willow's fingers worked their way into her panties and began to press against her clit, Kennedy's hand movements began to get rougher and faster.

Noticing Kennedy's instant response to her touch, Willow decided to pull back a little so as to completely remove her girlfriend's panties. When she dropped them to the floor, she moved her hands to her own pants. However, Kennedy's hands reached for her own, preventing her from disrobing.

"Let me," the Potential Slayer demanded as she sat up. Not waiting for a response, Kennedy moved Willow's hands aside and made quick work of her pants and panties.

Neither girl said a word, as they took the time to languidly trail their eyes over each other's naked body. Their arousal was at its peak though, and since they could both smell the insistent yearning coming from between their girlfriend's legs, it didn't take long before looking turned into touching.

Kennedy reached for Willow first, and pressed their lips together. She thrust her tongue deep into the girl's mouth as they both fell down onto the bed. Their naked bodies lay entwined together as their tongues circled within their mouths, their positions alternating.

First Kennedy was on top, pressing her breasts against Willow's, moving her thigh in between her legs, thrusting her own wet pussy against Willow's thigh.

And then it was Willow's turn, moving her lips from Kennedy's, down to her neck, her breasts, her stomach, and then back up to her breasts. While she too pressed her pussy against Kennedy's thigh.

Their hands meanwhile traveled all over each other's bodies. There was no place left untouched, from their neck to their ass. All their movements were unplanned on, uncalled for, and uninhibited. Their lips also followed the same motto, kissing necks, shoulders, stomachs and even fellow-lips.

As they continued to work each other into a frenzy, Kennedy eventually maneuvered their bodies so that Willow was once again lying flat on her back. Going on instinct, she began to trail her special tongue-stud kisses all over the girl's body. She started with her neck and quickly moved down to her chest, her breasts, her stomach, and came to a halt on her left thigh. She was now so close to Willow's sex, that she could almost taste it. Lord knows she could smell it.

Willow had no thoughts in her head as she waited for Kennedy's ultimate kiss. She just wanted release. "Kennedy," she croaked out, forcing her eyes open, "please…"

Kennedy looked up at her girlfriend, thrilled to have worked her up to such an extent. With that thought, she extended her tongue and licked her way across Willow's thigh, to the top of her mons. She then blew gently against the girl's well-trimmed pubic hair, causing her to shiver slightly.

Willow closed her eyes and clenched her fingers against the bed sheets in response to her teasing. However, when Kennedy's tongue finally reached out and pressed itself against her clit, she did more than just tighten her grip.

She let out a huge moan and thrust her hips in ecstasy. "Oooooooooooooo, mmmmmmmmmmmmmm!!!"

This pleased Kennedy and she moved her hands down to rest against Willow's thighs. She gripped her tightly as she deftly lapped up all of her juices, before using the tip of her tongue stud to circle around Willow's clit. She completely enjoyed the way the girl writhed and moaned from her ministrations. It gave her a feeling of power, knowing that it was her tongue that was invoking this reaction. Damn, she really was good…

As Kennedy's pierced tongue continued to work its magick, Willow could feel herself getting closer and closer to her peak. Her buildup was now twice as strong as it had been before, and just when she thought she was about to explode, Kennedy pulled another surprise on her.

This time however, the girl didn't leave her wanting more. Instead, she moved that tongue of hers from her clit, but replaced it with two of her fingers. As she pressed her fingers into Willow's clit, she moved her tongue down against her slit, and thrust it deep into her core.

Never in her wildest imaginings would she ever have thought it would feel so good to have her girlfriend's studded tongue pressing into her core, thrusting against her sweet spot. The sensation was such a heady one, that she knew it wouldn't take long before she was finally free.

She was right. As Kennedy worked her clit and thrust into her, Willow could feel that she was very close . Something was wrong though. As Willow began to crest, all her previous fears and thoughts re-entered her head. She just couldn't shake the image of her beautiful, sweet, Tara, looking down on her, frowning at her behavior. It was as if she were putting the final nail into Tara's coffin…

I thought I was ready for this. What's wrong? Why can't I let go? Why do I feel so blocked? Tara died a year ago; she's gone, never coming back. Accept it already. Let yourself be free…

Meanwhile, Kennedy continued with her ministrations, oblivious to the inner turmoil going on inside Willow's head. She was too lost in the sensation of Willow's taste, of her scent, to pay attention to her sudden mood shift.

Her thoughts continuing to wander, Willow slowly began to realize that even though she'd always hold onto Tara's memory, she knew it was about time she let go....

As Willow said goodbye to her soul mate, she finally allowed herself to experience 'The Little Death.' She was dying in more ways than one, but as a result, she was also coming full circle. She'd reached the final stage of her cycle-life, death, and rebirth.

In a way, her life had begun when she'd met Tara. The second stage had been initiated a year ago. When Tara had died, a part of her had also died with her, and the final part of her was dying tonight. She was finally letting Tara go completely. That's why she was now ready to be reborn.

As the aftershocks of her orgasm subsided, Willow opened her eyes to find herself nestled in Kennedy's arms. Her head was resting comfortably against her chest, while the girl lovingly stroked her hair. She couldn't help but feel completely refreshed. She was no longer the same person she'd been last year, or even last week. She'd been renewed.

"Thank you," she lifted her head and pressed a soft kiss against Kennedy's lips. For setting me free, she added silently.

Kennedy smiled in response, feeling like a cat who'd just lapped up all her cream. Willow's orgasm had been intense, louder and more spectacular than any she'd ever been witness to. How could she not feel proud of herself?

"I could think of a better way to thank me," Kennedy quipped, as she recaptured Willow's lips.

Willow knew exactly what Kennedy meant, and as she proceeded to make love to her girlfriend, there was only one thought in her mind. This was the first night of the rest of her life…

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Touch and Go

By SpikeMe4Now4200

Copyright © 2003

Spikeme4now4200@yahoo.com.au