Legal Disclaimer: All characters are property of Valve, as is the zombie apocalypse theme of Left 4 Dead. However, I own this particular sub-plot, so no plagiarizing.

Mature Content Warning: If the rating and summary wasn't enough of a warning, here it is again. This is a rather OoC (Out of Character) one-shot involving the original four survivors. It is very lemony! Again for the layman, lemon means sexual content. I apologize for nothing in this story! So if you're easily offended, closed-minded, underage, or you live at home and know your parent/guardian would kick your ass if they caught you reading stuff like this, go read something else. If you are part of the aforementioned groups and you refuse to heed my warning, don't clutter my reviews page by demeaning what you don't appreciate, agree with, or understand. For the rest of you… enjoy. :-) If you like what you've read, please review, and I may do more stories like this one. It's all about the numbers people, no reviews means a lack of interest, so if you are interested, click that green button at the bottom and tell me so!

UPDATE! Sequel to Movie Night has been released, check my profile for the story L4D Double Feature. And while there are warnings on that story as well, you can rest assured that the warnings above apply to Double Feature, and then some. :-)

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Movie Night

The quartet of immune survivors hastily ran into the safe house room. The last one in, a biker, quickly slammed and barred the red steel door. He looked between the bars with tension, scanning the edge of the forest and trying to spot the witch he'd startled a few moments earlier. Dusk was approaching, but he didn't dare shine his light lest he attract more of the crazed infected to their position. Scanning the black trees of the surrounding forest, he could barely see the ground more than 50 feet away, let alone any infected further back in the tree line. With a sigh of relief and a "thumbs up" to his group, he turned away from the door.

The four survivors took stock of their surroundings with a puzzled air. This was unlike any safe room they'd ever seen. Sure there was ammo, first aid, two red steel doors with bars, and the like, but there was also a big screen television, a DVD player, a stack of DVD's, and a pair of three-seat sectional couches, one facing the television and the other with its back to the door.

"Christ Francis, do you have to try and kill every last thing out there?" Bill asked exasperated. His cigarette was nothing more than a stub in his mouth which he spit on the ground, not bothering to light another. The aged, tactical war veteran was always frustrated by the young biker's brash and foolish "Rambo" attitude. He'd seen far too many young men die by acting like the hero.

"As opposed to what alternative, old man?" Francis replied, wiping the sweat from his brow and brushing the dust and dirt from his leather vest. In the biker's mind, the less infected alive the better, even though it seemed like more of the flesh-hungry bastards would come pouring in to quickly twice or thrice replace all the ones he iced with his shotgun.

"How about as opposed to drawing more unwanted attention. Haven't you heard of stealth?" Louis asked as he wiped the sweat from his shaven head, just as irritated as the aged war vet. The African American systems analyst could care less about how many infected he killed, he just wanted to live to fight another day. For Francis, it seemed like there never was "another day." "That witch wasn't bothering anyone, but noooo… you had to try to sneak over and blow her head off," Louis quipped, loosening his red tie. It was a mystery why the business man still wore the white collar "noose." It was ruined, completely splattered with blood like the rest of his clothes.

"Yeah, and your clumsy ass tripped over your own shoelaces!" Bill added with a half laugh. "You're fortunate you got to your feet faster than she did or she'd be picking you out of her teeth right now. Frankly, you're lucky your 'boom stick' didn't go off in your face when you dropped it."

Francis growled at that. "Whatever. She won't be back to bother us," Francis replied, with a wave of his hand. "Witches give up and run off if they can't get to whoever excited them." He said, thinking about his choice of words. "Excited," was hardly fitting. He stroked his goatee, remembering the encounter. The witch looked none too pleased at being bothered, and true to her kind's nature, she locked onto him like a surface to air missile on a slow moving plane. The last thing he remembered was scrambling to his feet, grabbing his gun, and hauling ass with the others, hearing the echo of the witch's growls on the wind as though she were right behind him.

"Guys look, movies!" Zoey said excitedly having just spotted the stack of DVD's, effectively breaking the tension in the room. Louis chuckled. It was cute how easily the petite, young college student's attention could be drawn to something as simple as entertainment during a post apocalyptic zombie nightmare gone real. Her auburn hair was swishing around in it's ponytail as she rummaged through the pile, her bright blue eyes glistening with excitement. "They're horror movies! Some of my favorites! Night of the Living Dead, Day of the Dead, 28 Days Later," she paused as everyone shuddered. The current situation was awfully close to that movie's plot. "Erm…" she mumbled tossing it aside, "Dawn of the Dead, Shaun of the Dead," she almost squealed in delight, "and a big television to watch them on!"

The other three exchanged glances. "Umm Zoey," Louis said gently, touching the college girl on the shoulder, "I don't think this is the time to be watching horror movies. We have to get moving to the next safe area before the extraction point."

Zoey's face fell. You'd think Louis had just told her that her dog had passed away. Tears began to well up in her big blue eyes as she stared at him, making the others very uncomfortable.

"Ahh..." Louis stammered quickly, trying to recover from hurting her feelings, "of course, it is rather late and dark outside, and I'd much rather be in a safe room with you watching movies than out there."

Zoey blushed at that. Francis cleared his throat at the awkward situation and shot a look over to Bill. Though no one had taken a formal vote, everyone looked to the aged veteran as the group's leader. His combat expertise and cool head made him the ideal candidate given their present "circumstances," if one could even call it that. While this wasn't necessarily a "life or death" decision, there was no sense breaking the group dynamic now. Bill sighed, contemplating lighting another cancer stick, but decided against it. With night falling, the woods would become even more dangerous. They'd be better off resting for a bit, and he knew the others didn't much care for his smoking.

"Ok, we all could stand to take a load off for a little while, let our wounds heal." He said with a tired sigh, running one of his hands over his gray beard. "Zoey, you're welcome to put on a movie if there's actually power to..."

He was cut off as Zoey pressed the button on the big screen, bringing it to life. She giggled with excitement, placing a DVD in the player and flopping down in the middle of the large sectional couch directly in front of the TV.

Francis and Louis shrugged, taking either side of the college student on the couch. Bill decided to take the part of the sectional that had its back to the steel door. It was apparent to him that Louis had a thing for Zoey, and Francis was just a territorial male in general, so it would be best to stay away from them while they were next to the pretty, young college student. Zoey didn't even notice the odd situation; she was too engrossed with the movie she started.

The movie was some B rate, unheard of horror flick that probably never made it to the big screen. It was the typical zombie outbreak movie, with cheesy acting and the like. Louis looked annoyed at the lack of special effects. Francis was trying to casually put his arm around the back of the couch by Zoey, but she was too busy leaning forward, getting into the movie. About thirty minutes in, Bill stretched out on the couch deciding it was a good time to catch some shuteye, until he heard the sound of quiet sobbing coming from close by outside.

It sounded like a witch, but it was rather close by. Figuring it was the witch Francis startled from earlier, he brushed it off. Even with her strength and those claws, she'd never be able to break down the reinforced steel door. He casually looked over at the trio on the couch; their eyes no longer on the movie. The three were staring back at him as though he were a ghost.

"What?" He asked, sitting up and cocking an eyebrow at the three gawkers. "C'mon kids, I know I'm old, but I aint dead yet." The vet said gruffly.

"If you were about a couple feet closer to that door you just might be," Francis said, pointing. "Turn around."

Bill slowly turned his head to the steel door and held in a surprised gasp as he looked over his shoulder. Standing at the door, with her claws around the vertical bars like a cliché prisoner, was the witch. She was sniffling and sobbing quietly, her glowing amber eyes staring at Bill and at the movie on the screen. Her gray lips were pouted out like a little sister who was locked out of her older sibling's room during a slumber party. The old vet had never seen a witch up and about unless startled, and he certainly never saw one that would seek out other survivors without provocation. The four survivors stared silently at the witch, but her pouting gaze was solely focused on Bill.

"Awww, she looks so… left out." Zoey said finally with her hands clasped, earning cock-eyed stares from her two companions on the couch. Bill was still staring at the sad gray female, and a crazy part of him was inclined to agree with the college student. The infected looked like she wanted nothing more than to be a part of the group.

"Yeah well she can stay left out," Francis said definitively at the witch. The gray faced woman glared at him for a moment then huffed in discontent, turning her eyes back to Bill. "I'm sure she's just back to settle the score between us," the crude biker growled, reaching for his shotgun.

"What score? She doesn't even have shoelaces to trip over!" Bill remarked as he turned back to face Francis, earning laughs from Zoey and Louis as Francis grumbled, looking away. None of them noticed the witch snaking her arm through the bars, her claws barely touching Bill's shoulder. Bill felt something tickle near his neck and he turned around in surprise. The witch drew her claw back quickly, as though she'd been caught with her hand in the proverbial cookie jar. She locked eyes with the old man for longer than a few moments, continuing to pout.

The war veteran sighed. He wouldn't be surprised if he earned one in the back for what he was about to do, but at this point nothing seemed impossible. Getting to his feet, he went around the couch and approached the door.

"Bill? What the hell are you doing?" Louis asked, hushed and nervous. Francis and Zoey watched in silent shock.

Bill ignored them, slowly walking to the door. The witch held her ground as he came nearly face to face with her. She reached through the door and gently touched his cheek, smiling timidly at him. She was caught between staring at his kind old face and the movie on the screen. It was clear she was very interested in what was going on and she wanted to take part. Bill looked into her eyes with a strange fascination; he had seen the murderous rage in the eyes of the numerous infected he encountered, but that rage was nowhere to be found in the witch's soft, glowing, amber eyes.

Bill slowly removed the bar, taking care not to make any noise. Francis went for his shotgun, pumping it once for effect. "Francis, relax." Bill ordered as he slowly opened the door and stepped back. The witch walked in hesitantly, her large deadly claws folded in front of her in anxiety as her amber eyes scanned the room in curiosity.

Zoey stood up, cautiously approaching the door to greet the strange creature, leaving Francis and Louis' glued to the couch, frozen in shock. "Hello," she said quietly, attracting the witch's glowing gaze while Bill closed and barred the door. "Do you want to watch the movie with us?"

Although she couldn't speak, her actions spoke volumes. She turned to Bill, carefully grabbing his arm and tugging him over to the couch. The war veteran followed, astounded. The whole situation seemed so surreal. She glanced at him then at the couch, a silent request for him to sit. He complied, sitting so far towards the left of the three-seat that he was nearly sitting on the armrest, in an upright and rigid posture. The witch sat next to him with a few feet of personal space, her long deadly claws folded in her lap as she stared at the TV. The two looked like they were anxiously waiting for a bus.

"Guys, you can close your mouths now," Zoey said with a grin to Louis and Francis who were both still seated and staring, slack-jawed. The two men couldn't believe their leader had let one of the most dangerous creatures they'd ever encountered into the safe area, and that she was acting more like a shy guest at someone's house than an unstable witch. As Zoey sized up the docile infected, she immediately noticed how full and healthy this witch appeared. Every other witch the group had encountered looked gaunt or anorexic, their face a disgusting visage of anguish and malnourishment, but this one appeared to have a full soft face, and rather shapely figure. Perhaps she had only turned recently? Why was she so interested in being a part of the group, and why was she so interested in Bill?

Zoey smiled thoughtfully. Perhaps there was some humanity left in the witch after all. She chuckled, shrugging her shoulders as she walked back to her empty seat. Plopping down, she tenderly put her hands to both men's chins, closing their slack jaws. Stretching, she threw her arms around the two survivors, pulling them closer to her as a scary part was unfolding on the screen. Francis smirked, while Louis blushed. The witch eyed the three for a moment, the turned back to the television.

With all the violence and surprise scenes, Bill expected the witch to become unsettled. However, she never flinched during many of the tense moments. One thing he did notice was how cold she appeared; her arms, dotted with little gray goosebumps, were folded across her chest and she was visibly shaking. It was no surprise to Bill; to him it seemed like every one of these witches decided to have a nervous breakdown on laundry day. She wore a ripped up tank top that barely concealed her rather buxom breasts, the thin cotton material not quite reaching her midsection, and a pair of white hip hugging panties that were discolored from sitting on the ground. Aside from her tattered underwear, she was completely exposed.

Raised as a gentleman, the old vet removed his jacket and carefully draped it over the witch's shoulders. The gray infected woman didn't notice. Though she was freezing, she was very invested in watching what looked like a cheesy romantic scene. A couple was huddled away in a house that was slowly being besieged by the undead. The guy on the screen had given his Letterman to the girl, who had it about her shoulders to keep warm. They were huddled together, trying to rest despite the moans of the undead from outside the barricaded windows.

Satisfied he'd done the right thing and that his companion's attention was diverted, Bill leaned back finally able to relax, draping his arm across the back of the couch.

The witch slowly realized she was no longer shivering, feeling the heavy jacket draped over her shoulders. It still retained the residual body heat from its previous wearer, making it that much more comfortable. She paused, confused, wondering where the extra article of clothing came from. She glanced to her left at her now jacket-less companion.

The distinguished man looked a bit more comfortable, leaning into the couch with his right arm draped over the back. His gray hair was cut short in a military style, his black beret discarded on the arm of the couch. His gray beard was short but a little shaggy, having not been trimmed recently. His facial hair perfectly complimented his dark gray eyes; eyes that were constantly alert, having seen nearly a lifetime of war, suffering, and chaos. He wore a brown army issue t-shirt, the fabric clinging to his aged yet strong chest and arms, and camouflage cargo pants with polished black boots. Despite his age, the witch thought him rather attractive, especially considering the kindness and compassion he'd shown her at the door.

Suddenly, something clicked in her head as two and two went together. She smiled affectionately at the handsome soldier, realizing he'd given up his warm clothing just for her. He'd performed the same gesture as the man on the screen. The sound of a soft sigh from the other couch caught her attention. She glanced at the other three humans on the opposite couch. The petite female looked very content with the two young males snuggled around her. The dark man's left hand was resting conservatively on his own leg, but it was enclosed by the woman's right hand. At the same time, she had her left arm behind the other man's back, while he had his hand on her left knee. The witch felt a twinge of jealousy at the snuggled group; she wanted to be cuddled like that. Turning back to the screen, she noticed the woman was snuggling up to the man with the jacket about her shoulders. Her arms were around him and her head rested on his shoulder. Despite their impending doom, she looked very happy. The gray griever looked longingly over at Bill, the wheels in her head turning.

The witch slowly inched her way over to him and laid her head by his shoulder like a nervous teenage girl. Bill didn't notice. Although he was a little more relaxed, he was preoccupied, trying to figure out why the witch kept staring at him from the door and that she could barely keep her eyes off him when she was "invited" in. Though she seemed interested in the television, the old vet felt that she showed a particular interest in him as well, but he couldn't figure out why.

The gray griever stared at Bill, moaning to get his attention. Bill nearly jumped out of his seat. He had been spacing out and didn't notice his companion had moved over to him. She looked up at him, her full, soft, white hair hanging about her face, a slightly impatient look in her glowing amber eyes. Bill was confused until he noticed she was stealing glances at Zoey, Louis and Francis while eying him expectantly.

"Is she jealous? That's almost funny," Bill thought to himself, looking at the three who were cuddled until he felt the witch nudge him. She was glaring at him with that impatient and slightly irritated look, as though she wanted the same thing. Under ordinary circumstances Bill would love nothing more than a woman who was eager to cuddle up on a cold evening like tonight, but this was a bit different.

"Ah, what harm could it do? Or more to the point, what harm will she do if I don't?" Bill thought as he slowly brought his right arm from the back of the couch and draped it over the witch's shoulders. Her demeanor changed like night and day. She looked happier than Zoey at a horror film marathon, a big smile working its way across her dark gray lips. Her eyes sparkled like a kid at Christmas time. The witch moaned quietly, laying her head into his chest, bringing her right claw to hold the hand he draped over her shoulder, while her left claw gently squeezed on Bill's thigh. Bill quietly cleared his throat, feeling a little uncomfortable at how close and affectionate his "couch mate" was suddenly behaving. Noticing the couple on the screen cuddled in a similar fashion, it became apparent to Bill that the movie was influencing the witch's mood.

Zoey was enjoying the comfort of her friends, but she was concerned about Bill and their new "guest." Glancing at the other couch, she saw the pair cuddled up like two lovers, Bill having casually draped his arm over the witch's shoulders, and the witch wearing his jacket while she rested her head by his chest. A warm fuzzy feeling grew in Zoey's heart, spreading throughout her body, filling her from her head to her toes. The witch looked so adorable snuggled up with Bill, it gave Zoey the urge to squeeze her in a big hug. It was hard to believe the other witches they'd encountered were so sad and violent. The aged vet looked a little uncomfortable, but then she supposed any guy would be with six inch claws that close to their crotch.

Feeling eyes upon her, the witch turned her gaze to Zoey, who smiled knowingly at the gray griever. The witch smiled back, a rather cute, satisfied smirk on her pretty gray face as she gently pawed at Bill's leg. Zoey murmured contently, gently squeezing Louis' hand, who reflexively squeezed back and leaned a little closer. The witch watched in interest, deciding she needed to be even closer to Bill. Almost as though she was mimicking the college student, she squeezed Bill's leg a little harder and murmured into his shoulder. Zoey stifled a giggle. Bill looked noticeably nervous, but didn't notice Zoey staring at him and his little "movie date."

"Oh my God, I think she's jealous! That's sooooo adorable!" Zoey cooed in her head. Suddenly a moan from the screen grabbed her attention. Turning back, she realized now why the three men were oblivious to what was happening with Bill's "date." The couple on the screen were making out feverishly. Both were still sitting but had turned together, kissing and pawing at each other. The guy was being semi-respectful, having only groped the girl through her sweater, but that was enough to elicit a moan of approval from her as she nibbled at his neck. Zoey looked back at the witch who was locked onto the screen. She had slid her left claw behind Bill's midsection, hugging him to her. Her right claw took its place back on the old man's thigh, squeezing and rubbing very close to his "gun."

Bill was just about sweating bullets at the very intimate position he found himself in. Nervous, he side glanced at the other survivors. Only Zoey seemed to be aware of his predicament; she was grinning mischievously at him. She moaned, getting the witch's attention, and hugged Francis a little tighter, pulling him closer to her left. He pawed at her left leg in return, grunting quietly, his eyes stuck to the screen. Bill froze, feeling the witch pull him closer as though Zoey were controlling her like a puppet. She was staring at the college girl, mimicking her actions and almost territorially hugging on Bill. The old veteran's mind made the connection and Zoey winked at him, a sly grin on her face.

Bill glared at the college girl with the classic "Don't you dare!" look, but his threat was interrupted. The witch growled at him, wanting his attention on her and not on the female across from them. The uneasy veteran swallowed hard and turned back to his companion. She shifted on the couch, placing her face near his neck and began nibbling softly, breathing in his masculine scent and gently biting at his earlobe, much like the girl on the television. Bill felt goose bumps shoot up his body like lightning, his "soldier" moving out of "at ease" to "parade rest." The witch drew back, smiling at him affectionately, before turning momentarily to smirk triumphantly at Zoey.

"Oh shit, it's like they're in competition!" Bill thought wildly, noticing the eye contact the two females kept making. "The only thing saving me from being molested right here is Zoey's boundaries of modesty."

Bill's face fell at that last thought. Out of the corner of his eye, he could see Zoey was biting her lip and idly pawing at the two men aside her like she was in heat. Louis was becoming emboldened, running his hand under the back of her pink sweatshirt, feeling the soft flesh of her back over his warm palm. Francis had leaned in closer, smelling her pheromones while he edged his rough hands near the crotch of her jeans. "I'm doomed." Bill thought as he hung his head. The witch continued kissing and nipping at him, purring in his ear.

Zoey was becoming incredibly turned on by the situation. She'd grown up in a rich family, holding her fair share of parties where alcohol and weed caused things to get a little hot 'n' heavy between some of the guests. She herself tried to remain monogamous during the course of one of those late nights, since acting on sexual impulse could easily haunt her the next day, both socially and physically. Now, however, there was no "next day." They were in a zombie apocalypse and there was no guarantee any of them would live to see tomorrow. Frankly, even if they did, she didn't care. She'd become very close to the three men in this room. All of them had saved each other from certain death, patched each other up, or risked their lives in one way or another to help the group survive. The men in her company had shown such care for her and done so much more to prove it than all of her past boyfriends combined. As far as she was concerned, if they didn't mind sharing, she certainly didn't.

The couple on the screen didn't mind the survivors' situation either. They too decided to live for the moment, having shucked most of their clothes, becoming very involved with each other. The girl had climbed on top of the guy, her chest rubbing at his as they kissed, their naughty parts very close.

Zoey dropped all pretenses and grabbed at the bulges on both men, purring in her throat as she rubbed their growing hardness between her fingers looking wantonly back and forth between them. Louis and Francis didn't seem to mind sharing; they likely had the same thoughts she did, "Live for today 'cause tomorrow might not come." Louis ran his hand beneath her sweatshirt and over her t-shirt covered breast, squeezing and gently pinching, while Francis was concentrated on teasing her into a sexual frenzy by rubbing his fingers against her moistened jean covered crotch. Zoey groaned softly, staring between the two men with a look of desire that begged for more.

The witch was still nibbling and kissing at Bill's neck when she heard the moan. Stopping briefly, she turned her head towards the source, seeing the couple on the screen pawing all over each other, their clothes discarded and the woman pinning the man down while she made out with him. Turning back to Bill she then noticed the live performance over his shoulder a few feet away. The female and her two males were becoming very intimate as well.

The witch felt a strange, albeit pleasant sensation building within herself like a small fire that could explode into a passionate blaze with the right "kindling." Between Bill's masculine scent, his acts of kindness, and his slight prudishness, the witch found him very alluring. Not to mention seeing the movie make out scene and the other survivor "playing" with her companions was awakening the witch's own carnal desires. Her gray face flushed pink with excitement, her heart raced, and an insistent tingle between her legs demanded satisfaction.

Growling with lust, she shrugged Bill's jacket off her shoulders and began crawling on top of the surprised war veteran, moving him onto his back.

Bill's breathing grew heavy and fast as he was becoming more distressed at the unfolding events. Zoey was essentially ready to initiate a three way with Louis and Francis, and neither of them seemed to mind. Meanwhile he had a witch hovering over him who was becoming rather sexually aggressive. The witch's long white hair brushed his face, tickling at his neck and cheeks as she stared at him hungrily.

Before he could even open his mouth to protest, the witch dropped her face to his and kissed him, slipping her tongue into his mouth and murmuring happily. Her barely clothed lower half rubbed and pressed against his growing bulge. Bill's heartbeat was in his ears as their tongues danced together. His hands were frozen at his sides, his mind still trying to process everything that was transpiring.

The witch tenderly bit at his lower lip as she broke the kiss, pulling back to stare at his hard chest. Deciding his shirt was blocking the view, she tucked one of her claws under the bottom of his shirt and sliced it right up to his collar, exposing his combat-toned chest and abs. She moaned contentedly, smiling sultrily as she admired Bill's aged yet hard body. She went back to nibbling at his neck, grinding her chest into his, her flimsy tank top doing little to hide her bosom's arousal. Her panties were becoming very wet with her own excitement, the moisture soaking through and onto Bill's pants as she continued to rub herself on him.

Despite everything, Bill thought he'd have more control than this. He felt betrayed by his lower half; his "soldier" was standing at attention, threatening to break his zipper. He was still having a difficult time wrapping his mind around the unfolding events. It wasn't that he was nervous or scared, hell he was as much of a red-blooded man as the next guy, but he grew up in an older generation with a more strict moral upbringing. He wasn't used to a woman moving so quickly, especially not one who could eviscerate him if he acted out of line.

The war vet stole a fast glance at the other couch and soon wished he hadn't. Zoey's sweatshirt and t-shirt were gone, leaving only her brassiere in the way of Louis' assaulting hands; it wouldn't last. Her jeans were unzipped and pulled around her ankles, her frilly white cotton panties being the only barrier between the open air and her womanly charm. Francis had no problem teasing and pleasing her, rubbing her through the thin and soaked underwear. She was moaning louder now, encouraging the two men to continue fondling her. Zoey for her part had both men's pants opened, grasping their man horns in her hands.

Bill shuddered, deciding he much preferred looking at the horny infected in his lap instead. Turning back, he saw her claws land on either side of his head. Her necking had ceased as she stared him in the eyes, her breath coming out in short gasps. Her visage turned to one of concentration as she firmly and rhythmically rubbed on him. As his face flushed with excitement, Bill took a moment to admire the woman who was so hot for him. Despite the virus' changes, she had a very pretty face and a curvaceous yet trim body. Her glowing eyes, though somewhat eerie, had a softness to them whenever she looked at him. Her long white hair was nearly waist length, most of it dangling near his face as she hovered over him. Her full, soft gray lips were pursed as she paced her heavy breathing. Her voluptuous bosom, barely contained by her tank top, was lightly brushing his bare chest as she continued moving on him, the erect nipples tracing circles on his pecs.

The witch was masturbating herself on his hardness, whimpering as she did so and staring at him with an excited yet frustrated expression. She desperately wanted him to reciprocate of his own accord, but he didn't seem completely interested as he was constantly averting his gaze. She started to feel as though she was unattractive. Taking Bill's mood personally, her lips trembled as the first quiet sob came forth. Fresh tears ran down her cheeks, falling onto Bill's face as she stared at him with an almost heartbroken expression.

Whatever fence Bill had up that kept his morality caged, the witch's aroused yet pleading expression crashed through it like a charging tank. His mind began to rationalize. It certainly wasn't as though he'd be taking advantage of her, so why should he deny what this pretty gray creature wanted solely from him? He'd be lying to himself if he thought he didn't want this as much as she did; her constant rubbing and sexy expression was driving him nuts.

"Fuck it! I have no intention of not seeing tomorrow, but I don't control the hands of fate," the war vet thought to himself decisively. "If I die tomorrow, I'd rather have lived today."

He half sat up quickly, kissing the surprised witch on the lips while grabbing her tank top in both hands. With a grunt of lust, he ripped the flimsy material right down the nape, freeing her large breasts. As the kiss broke she smiled, genuinely pleased he was paying full attention to her. She acknowledged his sexual aggression by purring and thrusting her exposed chest into his face, a reward for his eagerness. Bill leaned in close, breathing hotly on her erect nipples. He lapped at her areolas, teasing her nipple with the tip of his tongue before tenderly suckling at her breasts, bringing his hands around her back to very lightly trace up and down her spine with his fingers. Her heavy breathing turned to labored gasps, this wonderful man was teasing her into a complete frenzy.

She moaned and brought her face to Bill's head, smelling his scent through his hair as he suckled her. Bill savored in the taste of her flesh, feeling the heat of her arousal from her slightly flushed chest. Whoever coined the phrase, "Cold as a witch's tit." obviously never met this one. She groaned with lust, her claws grabbing at the couch and punching holes into the cushions as she continued rubbing her soaked crotch against his. Bill was happy it was the couch that took her razor sharp claws and not his arms or shoulders. He traced his hands down to her ass, squeezing the soft cheeks, then slowly hooking his fingers into the white cotton barrier, preparing to draw it down.

Unfortunately, his partner didn't fully understand what he was trying to do. She didn't want to stop rubbing on him, and he was lifting her off, trying to pull her panties down. She growled at him in irritation, but Bill didn't care. His rational and sane side had already essentially signed off. It was time to let her know who was driving now.

He deftly raised his hand and spanked her once on her rear, abruptly cutting her growl short.

The other three survivors were making progress of their own, their clothes discarded in a pile. Francis was on his knees on the floor, his hands squeezing Zoey's cute little butt as he pleasured her orally, while Louis was simply sitting on the couch next to her, suckling and pawing at her perky breasts like a child. Zoey was rubbing both their heads, gently encouraging them while watching the two lovers on the other couch. Bill decided he was going to take the witch out of her panties, but she wouldn't relent. She was too busy enjoying rubbing herself on his rock-hard, clothed crotch. Zoey got a little nervous when the witch growled at him; she sounded rather irritated, but Bill managed to shut her up pretty quickly. Bill spanked her on the ass like she was misbehaving, staring at her sternly. The witch stared back at him completely stunned like a deer in headlights, her jaw hanging slack. Just because he was the one on his back, it didn't mean he couldn't take charge. Zoey's eyes widened in surprise that Bill would do something so aggressive. It was very unexpected, and very hot. She bit her lip in arousal and anticipation, wondering what would happen next.

The witch was still in silent shock, and Bill seized the opportunity. He lifted her up, scooting further beneath her, his head under her hips as he pulled her panties to one side. His hands squeezed her round, gray rear, pulling her pleasure center down onto his open mouth. His tongue got it's first taste from the witch's garden, causing her to let out a surprised yet very off sounding, wavering cry of pleasure as her body was assaulted by the veteran's skilled hands and tongue. She completely understood now why he was trying to stop her, this felt so much better. Panting, she wantonly pressed her hips down, grinding herself into his face. She heard similar moans of pleasure and looked over to see the other three humans were completely involved with each other.

Zoey smiled knowingly at her before returning her attention to the two men. Louis was kneeling on the couch, nudging her head into his lap, a very erotic look etched on his visage. She complied by getting on her hands and knees on the couch in front of the dark man, her auburn hair falling about her face, the ponytail having come undone at some point. Francis moved onto the couch as well, licking his lips and preparing to put something other than his tongue into the horny college girl.

The witch watched in anticipation and awe as Zoey took them both, moaning and gasping as she was brought to bear from both ends. The two men established a rhythm with the college girl, her breasts swinging beneath her like ripe fruit as she bounced between her two lovers. Francis, despite his very rough exterior, was letting Zoey set the pace, his hands gently pawing at her heart-shaped rear. Louis was tenderly sliding himself in and out of her, loving the sensation of her lips on him but trying not to gag her. Both her partners' faces were contorted into masks of pleasure and concentration as they coupled with her. It was like watching a well oiled erotic machine. This sensual display, combined with Bill's tongue stabbing at her pleasure apex drove the witch's sexual engine into overdrive as her first orgasm arrived. She cried out loudly, her pleasured sounds landing somewhere between her trademark sobs and an orgasmic shriek.

Bill felt her hot excitement soak his beard as she gyrated on his face, her body trembling from the release. Her orgasm drove him into a sexual frenzy of his own. His hands fumbled at his belt, quickly unbuckling it and shuffling his pants to his knees. The war vet's exposed erection stood at attention, demanding a position to fill. The witch was still grinding her mound into his face, loving every thrust his tongue made into her, but Bill knew it would pale in comparison to the ride he was about to give her. He brought his hands above his head to cup her breasts, gently pushing her off his face. She whimpered in protest, pouting at him as he pressed her body back down his chest. He pinched her nipples teasingly, causing her to bite her lip and purr as she slid down his stomach towards his crotch, leaving a trail of her juices on his abs. As she slid over his manhood, he flexed his muscles, causing it to nudge and press at her sex. Her eyes went wide at this new sensation; this felt even better than his tongue and she wanted more. She started rubbing back and forth, growling in frustration as she tried to get this hot, hard, throbbing thing inside her.

Bill placed a hand by her panties, gently pulling them to one side again as his other hand guided his erection to her entrance. Feeling he was in position Bill locked eyes with her, his silent request to continue. She stopped moving and stared at him, her own eyes begging him not to stop. Bill lifted his hips upward, feeling the tight warmth of his lover surround him as he slid into her. The witch cried out, a mixture of surprise and satisfaction as she was filled completely. It felt a little painful at first, her insides not used to such a large invader, but the pain quickly ebbed away being fast replaced by wanton desire for more as her muscles twitched and clenched around Bill's "howitzer."

The gray goddess sat upright on her lover, beginning a slow bounce, her eyes never leaving him. Bill grunted with pleasure, feeling her tightness rhythmically constrict around him. His rough-feeling yet gentle hands held her hips, squeezing and pressing her onto him. His eyes locked onto her bouncing breasts, and his hands slowly made their way to the gray globes, his thumbs tickling her tummy before his fingers grabbed and pawed at her chest. The witch was moaning louder as she bounced on her man, his hardness plunging into her void over and over. She closed her eyes and brought her palms to her large breasts, covering Bill's hands as the wave of lust overtook her.

Zoey had already finished twice, and while she wanted to give all the credit to the attention from Louis and Francis, watching Bill pleasure the witch so skillfully was definitely responsible for keeping her engine running. Zoey was on her back now, Francis and Louis having changed places. She tickled Francis along his length with her tongue and felt her petite feet on Louis' shoulders as he entered her. She could feel Francis hitting the back of her throat as Louis pounded into her, but it only served to excite her more. All the while, her eyes kept wandering to Bill and the witch. There was something to be said for age and experience, and Bill certainly had both. The witch was in a world of her own as she impaled herself onto Bill's manhood. She was moaning and crying, squeezing Bill's hands around her bosom, her glowing amber eyes clenched shut with passion and her platinum white tresses bouncing off her shoulders. Bill matched his lover's pace, bucking his hips in rhythm, a look of erotic concentration on his rugged and sweaty face. Zoey couldn't get over the old man's stamina and enthusiasm, and she suddenly imagined Bill was the one plowing into her right now. Not that Louis wasn't doing a fine job pleasing her, but she was so hot and horny. She wasn't sure what would finally bring her back down from this sexual overload.

Zoey got her answer soon enough. Bill was gasping and grunting more audibly, bucking his hips at a heated pace, his own orgasm very close. The witch looked down at her lover, her amber eyes piercing his aged grays and taking in the erotic expression on his face. She felt a sensation building within herself akin to when Bill licked her into a frenzy, and she guessed her lover was feeling the same way. She wanted to be as close to him as possible when this sensation peaked. With a cry, she pushed his hands away, throwing her body completely onto him and kissing him feverishly as she continued pumping herself onto him. Bill's hands grabbed her rear, squeezing and pressing her harder against himself as he peaked. "Mmmph. I'mmmph," Bill muffled into the witch's kiss as he climaxed, his manhood erupting with pent up passion.

The witch trembled as she felt his liquid heat fill her, calling her second orgasm forth. Her kiss broke as she shrieked, grabbing the cushion aside Bill's head, ripping it apart as she came again. Bill roared along with her, his lover's orgasm intensifying his own. Her legs gripped at Bill's pelvis and she pushed down so hard on his rod that Bill thought it would give her a tonsillectomy. She mashed her tits against Bill's chest, feeling her heartbeat racing alongside his as her body continued to shudder. Bill wrapped his arms around her, holding her close as she quaked from the orgasm, his own body shaking from the shared intensity. Both were panting hard as they came down from their mutual climax.

As the wave of lust finally subsided, the two kissed passionately, then stared lovingly at one another. The golden-eyed goddess smiled dreamily, staring at her lover in wonderment. She felt like a virgin who's first sexual experience was a wonderful combination of romantic lovemaking and wild fucking. Bill, for his part, couldn't remember the last time he had such intense sex, and yet for some reason this time it felt like so much more than just a romp in the hay. He couldn't help but smile, his right hand gently touching his lover's smooth gray cheek as his left hand lazily traced up and down her back, eliciting a giggle of appreciation from her. She lightly nipped his nose in response, causing Bill to chuckle as well, content that he could make her so happy.

Feeling sleep beginning to take its hold, Bill grabbed his jacket from the floor and threw it over the witch's back to ensure she'd stay warm for the night. Relaxing, he placed his hands under his head, his eyes closing as sleep washed over him. She moaned happily, grinning at him from ear to ear as her soft amber eyes fluttered in exhaustion as well. She stretched her arms forward, sliding her palms along his arms and pulling his hands from behind his head... his fingers and her claws reflexively folding around each other. Sighing contentedly, she laid her head on his chest and listened to his heartbeat as she fell asleep. For the first time, sleep came easily for the gray goddess. For the first time, she truly felt happy.

Zoey saw everything that transpired between the two lovers, and their finale became hers. She moaned loudly as she sucked Francis over the edge, her third climax reaching its crescendo. Her shaking orgasm caused her to convulse, bringing Louis over the edge as well. The two men groaned as they finished, filling her with their own pent up passion for the second time. The three broke apart slowly, gasping and panting as they felt themselves slipping into blissful unconsciousness. Francis and Louis both passed out along either side of their partner, each slumped over the opposite ends of the couch. All of them were so tired from all the fighting from earlier, and this little sex party was the perfect nightcap.

Zoey sighed, feeling the warm, wet, released tension of her two lovers within herself as she watched the very satisfied and peaceful witch sleep on top of the content passed out war vet. It was the first time Zoey saw Bill smile so genuinely, and hopefully it wouldn't be the last. She sincerely hoped they could do this again, maybe switch things up a bit. Francis still owed the witch a proper "apology," and she was very eager to have Bill repeat his performance on her.

"If they don't mind sharing, I don't mind." She thought as she fell asleep.

A/N: Well you've read it, and no, you can't have your time back. :-) If you want more, you know what to do.