All Out Uprising by Elisabeth

Rating: NC-17
Disclaimer: Disclaimer: The characters of "Buffy the Vampire Slayer" belong to Joss Whedon, Mutant Enemy, Kuzui, etc. No copyright infringement is intended. This site is purely for entertainment purposes.
Distribution: Willow's Dragony Dreams: http://www.dragonydreams.com/
The Mystic Muse: http://mysticmuse.net
Feedback: Yes, please.
Author's Notes: Sequel to Quiet Rebellion.
Pairing: Willow/Spike/Angel

Summary: Angel confronts Willow and Spike, but not in the way they expected.

Angel began pacing around the living room of the Crawford Street mansion as soon as Buffy had left him. He didn't want to believe what she had just told him. She claimed that she had walked in on Willow having sex with Spike. Spike of all people! 'No, not people,' he reminded himself, 'vampires.'

He couldn't wrap his brain around the idea that sweet, innocent Willow would willingly sleep with a demon like Spike. Especially since the last time Spike was in town he had kidnapped her and threatened to kill her.

Of course Angel knew how charming Spike could be when he wanted something. He had learned from the best – himself – or rather Angelus.

And he couldn't really blame Spike for wanting Willow. Lately he'd begun to notice the shy hacker as something more himself. It began when he'd learned that Willow was the one who'd given him back his soul before he was sent to hell. He knew how dangerous it was for someone so young and inexperienced with magick. And yet she had willingly ignored any danger to herself to give him back his soul, from a hospital bed no less.

During his time in hell a particularly painful part of his torture had been the constant reminder that his soul was permanent now. Since Willow had cursed him out of concern for the well-being of the world, rather than vengeance, the happiness clause had been inadvertently omitted.

He hadn't revealed that bit of information to anyone. As much as he still loved Buffy, and he always would, he knew that he was no longer in love with her. Having to spend a hundred years in hell because of your girlfriend tends to kill the passion in the relationship. If was easier to let her believe that the reason they couldn't be together was because of the curse.

The only person he wanted to reveal his little secret to was the witch who had saved his soul. He had watched her blossom and grow over the last several months. He was amazed at the confidence she had shown earlier that week when she had dressed up as her vampire double to stall a group of hungry vampires. He had been devastated when he'd thought she was dead. He'd only begun to admit his growing feelings to himself, and before he'd had a chance to tell her, she'd been taken away from him. And the way she had looked dressed in the leather... yum.

One of the reasons he hadn't approached her yet was because he didn't think that she'd be willing to go out with a vampire, even one with a soul. Apparently he was wrong. And now she was in the arms, and bed, of another vampire. And not just any vampire, but his arrogant childe, Spike.

Images of the two of them danced in his head. He could see Willow writhing in pleasure beneath Spike's luminous body. Angel finally stopped his pacing as the images in his head began to arouse him. He knew only too well how talented Spike could be in bed. For a moment he wasn't certain whom he envied more, Willow or Spike. He doubted that he'd be any kind of competition for Spike now that he'd succeeded in bedding Willow. But if he couldn't beat him, then maybe he could join them.

"So how many?" Willow asked her bedmate as she traced random patterns on his bare chest.

"How many what, luv?" Spike distractedly asked, lazily running a hand over her body.

"Never mind," the redhead mumbled, immediately sorry she asked. How could she possibly compete with numerous males and females, regardless of being human or not?

"I don't know," she shrugged. "I guess I was just trying to figure out what my chances are in comparison to your past."

Spike lifted Willow's face so that he could look into her eyes. "I'd say your chances are pretty good. It doesn't matter how many people I've been with before. The important thing is that I'm here with you now. And I plan on staying here for a very long time." As he finished, Spike caught Willow's mouth in a passionate kiss.

They suddenly broke apart as the crypt door opened and was slammed closed. Willow scrambled for the sheet and pulled it up to her chin as Angel stalked towards the bed.

"Forget how to knock, Peaches," Spike drawled, wrapping a possessive arm around Willow.

Spike watched Angel as he spoke with Willow. Since Willow wasn't looking at Angel, she didn't notice the blatant look of hunger in the souled vampire's eyes. Spike caught it though, and was none too pleased to see it.

"Look Angel, I know what you're going to say and I don't want to hear it." Willow sat up a bit more on the bed and leaned against the headboard, pulling the sheet up as far as possible. "I know what Spike is – he's a soulless killer, a demon." Angel nodded in agreement. "But I also know how I feel when I'm with him. He makes me feel wanted and desirable and sexy and really really good," she ended with a blush.

Spike sat up a bit straighter at Willow's defense of him. He'd have no problem pounding Angel into dust if he upset his Red too much, but he didn't think that would make a good impression. He emitted a low growl as Angel approached the bed.

"He's not the only one who sees you that way Willow. Who can make you feel that way," Angel quietly admitted.

Despite the stakes that Spike's eyes were shooting at him, Angel sat on the bed next to Willow. "I've been waiting for a while to tell you just how much you mean to me." Angel gently took one of her hands in his. "At first you were with Oz, and then there was the incident where you were held hostage, by Spike," he spat. "I was just waiting for you to get over Oz. Plus I never thought you'd want to be with a vampire."

Willow brought her knees up to her chest and was covering her face with her hands, elbows rested on her knees, as she mumbled over and over again, "This isn't happening."

"I didn't mean to upset you, Willow," Angel said, drawing her arms away from her face. "I just wanted you to know that Spike isn't your only option."

"Now hold on one bleeding minute here," Spike interjected. "What right do you think you have to come barging into my home and try to charm my lover out of my bed? Literally."

"Maybe I wasn't looking to lure Willow out of your bed so much as try to get in it myself?"

Angel looked between Willow and Spike, seeing the same disbelief on both their faces. Although that was the only thing that was the same on their faces. Spike's also held incredulity, defensiveness, and a hint of longing. Willow's held confusion, shock, and a hint of lust.

"You want to join us?" Willow squeaked. "As in the three of us in bed? Together?"

"Well, Spike, it's not like we haven't shared a bed with a beautiful woman before."

"You have?" Willow blushed as images of being with the two vampires flooded her mind. Spike was an amazing lover, not that she had anyone to compare him to, but she couldn't help wondering what it would be like to be with Angel. After all, he'd taught Spike everything he knew, right? And the two of them together would be... delicious.

Both of the vampires' nostrils flared as they were assaulted with the scent of Willow's arousal, letting them know that she'd definitely be open to the three of them together. Willow saw them scenting her, cursing her body's betrayal, and their vampiric senses.

She met Angel's eyes. "Angel, would you mind waiting outside while Spike and I talk?"

"Of course not. But let me leave you with something to think about." He leaned forward and brushed his lips against Willow's. His gentle lips coaxed hers open and he increased the intensity of the kiss until Willow was holding his face tightly to hers. By the time he pulled away Willow's eyes were glazed with lust and she was panting harshly.

Spike jealously watched as his sire passionately kissed his lover. Unfortunately he could see how much Willow was enjoying herself, and didn't want her to leave because he had interrupted her fun. He knew that if she said she wanted Angel to join them that there was no way he could refuse her. He had to ask himself, again, when he'd gone soft. He was an evil demon. And yet, he was going to open his bed to his sodding poof of a sire, who he hated, just because Willow will ask it.

His silent musings were interrupted when Angel grabbed the back of his neck and pulled him closer. "Just in case you need some convincing too," Angel purred before he kissed Spike just as passionately as he had kissed Willow. When he released Spike Angel silently stood and headed outside to wait for their decision.

Willow and Spike sat staring at the door for a minute, both left speechless by Angel's kisses.

"Um, yeah, so," Spike agreed. He met her eyes, already knowing her answer. "What do you want to do?"

"I don't know," Willow blushed. "I mean, he's Angel. You know, the love of Buffy's life. I know they're not together like that anymore, but still, I think there's some kind of rule about sleeping with your best friend's ex-boyfriend."

"Speaking of Bitchy, do y'think that maybe she could have put the poof up to this?" Willow raised a disbelieving eyebrow at him. "Now hear me out. What if she asked the great brooder to find some way to split us up."

"I don't think Buffy would ask Angel to seduce me away from you. After all, she's still in love with him. I mean, if it wasn't for the curse... Oh my gosh, would Angel even be able to join us without going all evil and fish-killing again?"

"I could never hate you, luv," Spike honestly replied. "After our night together, I don't know that I want to share you. You're *my* girl. If I say yes, I don't want 'im bitin' you. Your blood is for me only."

"That's fine by me. I can't believe I'm even thinking about this. I mean yesterday I had never even seen a man naked and now I'm talking about sleeping with two vampires. I won't deny that I haven't thought about Angel like that before," Willow admitted. "But not in a serious way. There's no denying that he's a good looking man." Noticing Spike's face fall, Willow rushed on, "Not that you're not good looking too. I mean, you're probably the sexiest guy I've ever met. And I'm shutting up now."

"I know what you mean, pet. I admit that I'm a sexy bloke. And I've heard women say that Angel is good looking before, 'course not usually from one in my bed. At least not lately," Spike trailed off, thinking of how Angelus had always gotten between him and Dru.

"Oh my gosh," Willow realized, "You're talking about Drusilla aren't you?" Spike nodded. "I wasn't even thinking about that. Would you be able to let Angel join us, with everything that Angelus did to you two?"

Spike shifted nervously, uncomfortable with the topic. "I don't know. Angelus did everything he could to get between me and Dru. It was always Daddy this and Daddy that. He gloated about taking her to bed while I was stuck in that blasted wheelchair."

Willow rubbed his arm soothingly. "I'm sorry that he hurt you. And I'll understand if you don't want to do this. I don't want to bring up all these bad memories just to satisfy my curiosity." Willow moved to straddle his legs, her voice becoming more sultry. "Although, if you're in bed with us, there'd be nothing for him to gloat about. Besides, if he does try to rub your nose in it afterwards, you can always point out that you were my first."

Spike crushed his mouth against hers, amazed at the way her mind worked. "I don't know where you kept this devilish side of yours before, but I am very happy to be the one to bring it out in you."

"So," Spike relented before calling out, "Angel, get your poofy ass back in here."

Angel approached the couple on the bed nervously. There were plenty of reasons for both of them to say no to him joining them. He knew that Willow had been a virgin until a couple of days ago and the thought of a threesome may be a bit too much for her just yet. And let's not forget his history with Spike. He knew he was asking a lot, but he still had hope.

"What about the curse?" Willow asked seriously, despite the hope in her eyes. "Are you going to lose your soul and go all evil again if we agree to this?"

A grin lit Angel's face. "The soul's permanent Willow. When you recursed me you somehow managed to do it without the happiness clause. And no, Buffy doesn't know. I knew things were over between us and I didn't want her wondering what if. You're the first person I've told. I don't think I've properly thanked you for that, but I'd like to, if you'll let me."

As Angel moved to sit on the bed, Spike stopped him. "Hold on, I have a couple of conditions before you do any thanking."

"Keep your fangs to yourself. I'm the only one allowed to bite Red here, got it? And no trying to steal her away from me later. She's mine. We might welcome you into our bed, but this is the only bed for Willow, understand?"

"Just one more thing," Willow grinned, rising to her knees. "You're wearing way too many clothes." Willow crawled to where Angel was standing at the foot of the bed and began unbuttoning his shirt as she kissed him.

His hands began roaming over Willow's bare flesh, familiarizing himself with the woman he has lusted after for months now. He only paused in his caresses to remove his shirt once Willow had it unbuttoned. She broke the kiss for some much needed oxygen, moving her kisses down his throat to his chest, exploring the smooth planes of his torso with her lips, tongue and teeth. Angel couldn't do much more than stand there as her hot mouth moved over his body.

As enticing as it was to watch Willow reduce his sire to a quivering mass of flesh, Spike wasn't one to sit on the sidelines. As Willow nibbled on Angel's nipples, Spike ran his tongue up her spine, causing her to bite a little harder. This in turn caused Angel to moan and Spike to smirk.

"I think I would have remembered that," Angel managed to answer as Willow's nimble fingers began to unfasten his belt and pants. Moments later he was as naked as his companions. He started to crawl onto the bed, but Willow held him in place.

"Nope," she informed him in the same innocent tone she has used with Spike the previous night, "I'm not done exploring yet."

"Yeah," Spike answered with a smirk as Willow began kissing and nibbling Angel's erection. "She likes to do that too, explore."

Spike ran his hands over Willow's bum before trailing down to her cleft. He groaned at the wetness he found there, easily slipping two fingers inside the redhead. Willow moaned as she took the head of Angel's erection into her mouth, the vibrations causing him to tangle his fingers into her hair.

Spike's own erection was beginning to feel sorely neglected. He removed his fingers from Willow and quickly drove himself into her. Willow released Angel and cried out at Spike's sudden movement. She looked back at him over her shoulder. Spike pulled her against his chest, capturing her mouth in a fiery kiss.

Willow caught Angel's movement to climb onto the bed, so she broke the kiss and turned back to him. "Where do you think you're going? I'm not through with you yet."

"I was just..." Angel spluttered, having a hard time grasping how controlling Willow was being. Not willing to beg to get on the bed, he admitted part of his reasoning behind the action. "I don't know how much longer I can stand if you keep that up."

Angel quirked an eyebrow at the order, glancing over her shoulder at Spike, who answered him with a smirk. When he didn't immediately move she added, "I'm waiting," and pressed herself back against Spike.

Angel hopped up on the bed, lying in front of Willow. "That's better," she purred, lowering herself back onto her hands and knees. She lowered her face to his, kissing him with all of the power that she felt. Angel's hands returned to caressing her warm body. His hands ran over her breasts, cupping them, pinching her nipples. Willow moved her kisses down his body until she could once again engulf his cock. Angel bucked his hips off the bed when her hot mouth surrounded him.

Spike could tell that Angel wouldn't last much longer under the assault of Willow's talented mouth. Not one to be left behind, he began pounding into Willow with fast, hard strokes. She moaned around Angel, causing him to groan. They continued on like that for several moments, each one pulling an equal reaction from the other.

When Spike knew he was close he began rubbing Willow's clit in the same rapid pattern that he was pounding into her. He morphed and sank his fangs into her shoulder as he shot his seed inside her. Willow quickly removed her mouth from Angel and bit his hip as Spike's release triggered her own. Being the only one with a free mouth, Angel cried out Willow's name as he felt his balls tighten. Willow's mouth eagerly recaptured Angel's cock just as the first spurt of his cool seed was released.

Spike withdrew from Willow and they collapsed next to Angel on the bed. The vampires curled into the warmth of the woman between them.

"Oh, wow," Willow sighed when she was able to speak. "I mean, that was just, wow."

Willow propped herself up on her elbows and looked back and forth between her lovers, a mischievous glint in her eyes. "So when can we do that again?"

"Hey, laying right here," Willow admonished them, her face and chest turning a lovely shade of red.

The vampires exchanged a look over the redhead, knowing just how to convince her of her specialness. Two sets of lips began licking and kissing the redhead's neck. Willow's heartbeat sped up and she collapsed back on the bed under the gentle torture the vampires were beginning. If she didn't know better, she would have sworn that they were telepathically communicating with each other; their movements were so in sync, like some kind of choreographed dance. She immediately turned off thoughts of how they could move so perfectly together and concentrated on the sensations they were creating instead.

Willow raised her arms above her head to give them better access to her body. Simultaneously the vampires accepted her invitation and kissed their way down her body, each engulfing a breast at the same time. Willow moaned at the sensation of both of her nipples being surrounded by the coolness of their mouths. She lowered her arms, tangling her hands in their hair, holding them to her chest. She could feel both of them smiling against her breasts.

Once again, with no verbal communication, the vampires each settled a hand on Willow's body. They caressed the underside of the breast they were suckling on before sliding further down her torso. Spike reached out and guided Angel's hand to Willow's bellybutton ring. Angel lifted his head to look first at the piece of metal under his fingers, then to Spike's smirking face, and finally to meet Willow's smile.

Angel groaned as he returned to licking and nibbling the flesh before him, with Spike mimicking his movements. Angel's hand continued to play with Willow's surprise as Spike's hand continued down her body, dipping between her folds. Willow groaned and arched her back.

The vamps took this as their cue to continue moving their mouths down her body. When Angel was eye level with Willow's navel, he curiously studied the small ring of metal piercing her flesh. He cautiously flicked the ring with his fingers, then lowered his mouth over Willow's bellybutton, dipping his tongue inside, playing with the ring.

Meanwhile, Spike had maneuvered himself between Willow's legs and was happily lapping at her juices. When he saw Angel's mouth cover Willow's navel and ring, he moved to focus on Willow's clit. Intuitively he knew that his motions were completely in sync with the way Angel was licking belly. Spike carefully slid a finger inside the keening redhead just as Angel's tongue caught the loop of the navel ring and gave it a gentle tug.

Willow arched up off the bed, digging her nails into her lovers' scalps as her orgasm crashed into her. She wordless cried out her pleasure, collapsing back on the bed from the intensity of it. Since Angel was closer, she pulled him up the bed and drew him into a long, passionate kiss. By the time she released him to catch a breath, Spike was back next to her and she turned to kiss him just as passionately.

Angel moved over Willow's body as she kissed Spike and entered her in one swift motion. Willow released Spike's mouth to cry out her pleasure. Angel marveled at the heat and tightness of the woman beneath him. He struggled to keep his demon in check, wanting nothing more than to sink his fangs into her. When he opened his eyes he caught Spike's knowing look, which also held a reminder that Angel wasn't allowed to bite her. He nodded his understanding and began moving inside the redhead.

Angel lowered his head to recapture a breast as he began to move in earnest. Willow pulled Spike's mouth back to hers, kissing him for all she was worth. As they kissed, Willow gently took Spike's erection in her hand, stroking him in time to Angel's movements. They continued to move together, each amplifying the pleasure the other was bringing them.

It wasn't long before Willow felt her muscles clenching in preparation for her orgasm. She pulled away from Spike's mouth, arching up closer to Angel. She cried out his name as she bit into his shoulder, nearly breaking the skin as she climaxed, squeezing Spike harder in the process. He yelped at the pressure, then groaned as he joined Willow in release. At the combined feel of Willow's teeth on his shoulder and her clenching muscles, Angel morphed as he felt the nearing of his climax. His yellow eyes frantically looked anywhere but at Willow, finally settling on Spike. Knowing exactly what his sire was feeling, Spike bared his neck to Angel. With lust and relief Angel sunk his fangs into his childe's neck as he came harder than he could ever remember.

The three spent lovers collapsed on the bed with Willow once again between the vampires, who were purring contentedly. Angel propped his head on his hand as he looked down at Willow.

"Um, yeah," she grinned, "sorry about that. I probably shouldn't have done that since you weren't allowed to bite me."

"No, I wasn't," Angel's eyes met Spike's, silently thanking him for allowing his demon an outlet. Spike tilted his head in a 'you're welcome' gesture.

Luckily Willow was too tuckered out to notice the silent exchange between her lovers. She yawned and turned onto her side, spooning with Angel and resting her head on Spike's chest.

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All Out Uprising

by Elisabeth

Copyright © 2003

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