Disclaimer: I do not own these characters; all Joss's.

Author notes: This was inspired by a 2 am, mostly hysterical conversation with one of my best friends and fellow Fuffy lover… I have no idea how this came about, but we detailed humorously how a threesome between Buffy, Faith, and Angel would turn out. And this was the result. People, this is M rated, so if you are easily offended, or underage, do not read. Also it is not MEANT to be taken seriously…it was an idea born at 2 am. Lol. It's more of a parody than anything. And it is clearly AU.

The tiny blonde Slayer arched her neck back, closing her eyes and letting out a soft cry of bliss that was almost a purr of her satisfaction. As waves of pleasure slowly rolled through her, working their way up her from toe to head, she wiggled slightly, pressing herself more firmly against the quite attendant figures at her sides. Both seemed as turned on by her arousal as she herself was, and they only upped their efforts to gratify her.

On her left, Angel's body lay heavily overtop hers, almost entirely covering her body with his much larger one. Buffy could feel the evidence of his excitement against her thigh as his cool form pressed into hers, his lips kissing all over her shoulders and neck as he paused with subconscious interest at her pulse point. The fact that Angel was a vampire did not bother Buffy; he would never use more teeth than she wished him to. She had his balls in her hand…in more ways than one.

On her right side, a much warmer body rubbed well-toned legs against Buffy's, strong but small fingers slipping under Buffy's ass to squeeze strongly. Softer, more cuddly form- though cuddling was definitely not on their minds right now- with more than a hint of muscle beneath the smooth, slender curves, Faith ground her tanned body into Buffy's side, her breathing faster and more erratic than it usually would be. As she kissed Buffy with rapid, almost forceful skill, her tongue wrestling against the other girl's, Buffy felt her long dark hair spreading out over her chest, tickling her face.

After a few moments of this intensity, however, Faith seemed to decide a tactic shift was necessary. It was hard to even be able to touch most of Buffy, as covered as she was by the amorous Angel's form. Abruptly pulling away from Buffy's eager lips, she rolled herself overtop their bare bodies, making sure to have maximum physical contact and taking her time in doing so. As Buffy's eyes darted to her, somewhat stunned and indignant at being denied Faith's lips, and Angel groaned softly, Faith settled herself into Angel's side. Drawing herself very close against him in full body contact, one leg sprawled over his, she started to rub herself slowly up and down against him, digging sharp, red-polished fingernails slow and deep down his bare back. Making a rather unstoic, un-Angel-like gasp in response, Angel rolled over onto his back, removing his face from Buffy's neck. Now lying half on top of both Slayers, one arm still loosely around Buffy, he pulled Faith tighter against him with the other arm. As she continued to rub against him, one hand sneaking down his thigh, Angel kissed her deeply.

Beside him, Buffy's stomach clinched sourly, and her eyes narrowed almost into slits as she silently watched. Abruptly she rolled herself closer to Angel, her leg almost draping over his, pressed over Faith's as well in an almost territorial way as she too began to kiss and stroke him, mirroring Faith's movements- only faster, more aggressively. Faith barely seemed to notice at first, which only encouraged Buffy to up her efforts even more, her jealousy and competitiveness at the brunette's seeming diffidence.

Angel, of course, noticed and appreciated very much. As a vampire, he had no medical need to draw in air; nevertheless, as Faith and Buffy lavished their attentions on him, he was reduced to almost helpless panting, gasping and shaking slightly like an old man on the verge of a heart attack. Faith grinned, seeming to be enjoying this immensely. Thus far there had been very little noise in the way of speech, but now she spoke up huskily.

"You like that… you're so hot for me, aren't you? You want me…I can feel how much you want me…"

She kissed the quivering, harshly uttering vampire with no shortage of dominant ownership, her hands flat against his chest, stroking around to his inner thigh… and Buffy, pulling her head up again to witness this, found herself reacting without thought. Shooting out one hand rapidly, she enclosed her fingers around a good handful of Faith's hair, pulling enough to painfully jerk her head away, even as Buffy herself renewed her stroking and kissing of the form between them.

Making a sharp noise combining shock, pain, and anger, Faith yanked herself away, still half sprawled over Angel. She stared at Buffy indignantly, scowling, before understanding and a smirk came over her features.

"Don't worry, B… there's enough of me to go around."

That said, she crawled back over to Angel, causing another not-so-stoic groan from him, and wrapped an arm tight around Buffy, pushing her body into her as she kissed her harshly, her hand slipping between Buffy's legs. As Buffy's heart sped up, her breath catching, she moaned, enjoying, and Faith could now feel the evidence of her excitement against her fingers.

With the other hand, Faith began to stroke Angel, lest he feel too left out… he had been watching with no shortage of interest, still taking loud, unnecessary breaths. As he groaned, his body stiffening in response to Faith's touch, Buffy too stiffened… but out of renewed and intensified envious anger. Her eyes once more narrowing almost into slits, she suddenly grabbed Faith by the shoulder with her left hand, ripping her away from Angel. With the other hand she hit her in the center of her upper chest, shoving her so hard that Faith flew off of the bed and slammed roughly into the floor, knocking her head against the wall with a resounding thwack.

As Angel sat up, blinking, startled, and more than a little dazed, Faith, crying out sharply, brought a hand to the back of her head, holding it there as her face tightened in pain, astonishment, and hurt at Buffy's action.

"What the hell, B, that fuckin' HURT…"

"Buffy- what…" Angel began a beat after, still blinking in confusion as his eyes moved between Faith huddled on the floor and Buffy gripping him possessively in bed.

For a few moments Buffy felt some horror at what she had done, some guilt at the look on Faith's face, but then she saw the marks rising up on her chest, marks not caused by Buffy's mouth, and her negative emotions flared up once more. Had someone asked, she wouldn't have been able to tell who she was jealous over…Angel, Faith, or both. But whatever- like that really mattered. They should both not touch each other, that was what /she/ was here for…and after all, hadn't /she/ originally been the one in the middle?

"Sorry, Faith," she replied in mock innocence. "But you always say you like it rough…"

At those words Faith's eyes darkened, and her fists formed unconsciously at her side as anger took over the hurt in her features. Without any further warning, she leapt at Buffy, knocking her straight off of Angel and tumbling with her off of the other side of the bed. Landing on top of her, having knocked the breath out of the smaller slayer with the rough impact and fall, Faith straddled her, leering down at her. Despite her fury, she was finding herself to be quite aroused. Buffy was so hot when she was pissed off…

"Sure I do, B," Faith rasped, her face close to Buffy's, her warm breath causing an involuntary thrill to make its way down Buffy's spine. "Question is, do you?"

Buffy's reply was entirely nonverbal. Head-butting Faith hard enough to make her yelp, she then brought up her knee to Faith's stomach, kicking her off of her. Faith hit her head again, but this time it was her face…directly into Angel's hard metal bed frame. As she yelled again, blood starting to gush from her nose, Buffy's stomach twisted. She hadn't meant to do that…oh shit…

"Faith," she began awkwardly, "Faith, I'm sorry, I didn't mean-"

But Faith's fist was already flying out, catching Buffy in the mouth and jaw and knocking her back into the wall. As Buffy screamed in both pain and rage, her lip splitting, she launched herself at Faith, beginning to hit her wildly. Faith hit her back just as hard, as they began to lose themselves in the intensity of the strong emotions they felt for each other.

From the bed, a still-nude, still-highly-confused Angel sat up, watching as the two beautiful naked girls on his floor wailed on each other, blood spraying out over them both as they punched, clawed, and kicked. He watched intensely, licking his lips unconsciously, his extended senses heightened even further by this extreme stimulation.

Normally, he would of course be the peacemaker, the one bringing everyone back in control of themselves…but at the moment, he just couldn't bring himself to do it.