Title: Car Park Fun (Part 3/3)

Pairing: Faith/Giles

Genre: Angst, Sex

Rating: NC-17

Disclaimer: Sadly, I do not own Buffy the Vampire Slayer nor its characters. I do not make any profits out of this. I'm only borrowing them for a little wee while until I finish this fan fiction and borrow them for another.

Summary: Faith finally manages to get what she's been wanting since her eyes landed on Giles for the first time. Around Season 3. No plot, basically just naughty behaviour at the school's car park.

Warning: Sex, voyeurism and group fun.

A/N: Thanks so much to the AWESOME mischiefmagnet for betaing this naughty fic.

The girl was shaking and he could sense it straight away. This definitely didn't look anything like the girl that had been engaged in a searing kiss with Faith mere moments ago. Giles reached for her hands cautiously. He held them between his warm ones. Her hands were cold due to the apprehension. He brought them up and blew warm air in them.

Lizzy finally met his eyes with huge shyness. "Are you alright?" he asked her gently.

"Mm-hmm!" she answered, "and before you ask... I'm sure," she added decisively but still shyly.

He laughed at that. He liked smart women.

Her hands started to warm in his and he kissed them, but it wasn't a sweet gesture anymore. His actions had changed to sensuous, which became clear to Lizzy when he bit her finger with a mischievous look in his eyes. She gasped and felt her legs getting weaker.

Meanwhile, Faith had sat on Peter's lap on the car's hood. They didn't progress any further, as they opted for watching Giles' advances. However, if the truth had to be told, Faith was the one that had chosen to watch the Watcher with curiosity and Peter had just followed her lead.

Giles lowered Lizzy to sit on the car hood and positioned himself standing between her legs. Her skirt wasn't a tight one, so it hung down on her lap. Giles found that sight adorable but at the same time extremely arousing.

"Have you enjoyed what you've seen before?" he asked her.

Lizzy simply nodded slowly, still feeling weak.

Giles slid his hands in her soft hair and started to massage her scalp slowly. The brown curls entwined in his fingers.

"Did it excite you watching Faith and I together?" he probed once more but now his voice was almost a whisper into her ear. The girl shivered and moaned due to his ministrations.

"What did you most like about it?"

She didn't voice it, but her gesture spoke volumes for her as she lifted her hand and gripped the front of Giles' shirt, pulling him closer to her.

"You have me now. I'm yours, Luv, but you will have to tell me what you want from me. That's how we are going to start, yes?"

"Ok," she said quietly. She had started to feel more comfortable.

Lizzy wanted this. She had felt herself very attracted to him, to the things he had done to Faith, to his self confidence. But this whole situation was new to her. Peter had been her first lover, her only lover actually. Sex wasn't a game to her, not until tonight. Accepting Faith's proposal was the wildest thing she had ever done, followed by that kiss, obviously. However, when the time had come to act on it, she felt consumed by an enormous fear. She wouldn't think twice to back out of this adventure at any time if she felt uncomfortable in Giles arms.

However it wasn't what she felt. He had touched and spoken to her gently all along. His hands had been in her hands and now in her hair and yet it had felt as if his naked body had met hers equally bare. She desired him, wanted him to do whatever he wanted to her. He seemed to always know what to say, what to do, and especially how to do it.

"Do you want me to repeat what I did to Faith while we were here next to you, is that it?" Giles queried softly, encouraging her to talk to him.

"No," she quietly said, surprising him.

It was true that she wanted him to do whatever he wanted but... there was something that she craved more at that moment.

"I want you inside me," she said, taking him by surprise even more.

Giles felt a surge of adrenaline running through his veins at those words and he remembered the lust he had seen in her when he and Faith had put on a show for the young couple while still close to his own car.

"Are you ready for me, luv?" he asked kissing her cheek, her jaw and her neck.

"I... I think so." She replied gripping even tighter onto his shirt in the same way she had done to her skirt earlier.

Giles nuzzled into her hair and blew warm air into her ear, making her shiver all over. "Shall with figure it out?" he caressed her, "why don't you open your legs further apart for me, Lizzy?"

She complied immediately before placing her heels on the bumper. Her skirt slid down her legs and Giles held his breath for a while in anticipation.

"Dear Lord," he breathed out at the sight before him. He hadn't realized all this time that she was still without her panties. It wasn't necessary to touch her to know that she was more than ready for him as he could see the moisture glistening from where he stood. He remembered that Peter's saliva was there as well and this thought somehow increased his desire.

"You are beautiful, do you know that?"

With that simple line, Lizzy felt more confident and reached for his shirt buttons but he held her hands and delicately moved them away, preventing her from opening his shirt.

Still watching them attentively, Faith didn't miss his reaction.

Giles placed Lizzy's hands on his already partially open trousers and encouraged her to undo the zipper there. She lowered it with surprising hunger despite her slightly shaky hands.

She didn't need any further encouragement to also lower his boxers down.

His erect member was free once again and Giles looked down at himself. He couldn't believe how hard he had been for so long. It had become painful to him for a while already. But it was a pain that fed his desire and he welcomed it wickedly. His mind wandered to Faith inadvertently but he forced himself to shake that thought away and even more to avoid glancing at her. He had a gorgeous woman in his hands and he would pay as much attention to her as he could.

Lizzy watched Giles with striking eagerness.

Giles was gentle in laying her back on the car's hood, using his arm to support his weight over her body. He brushed a strand of hair of her face and smile dearly to her.

"I'll go slowly, is that how you want it?"

She nodded, "Yeah."

"Look into my eyes," he whispered, "I need to see you all along, all right?"

Their eyes locked and he positioned himself at her entrance. He started to push his pelvis forward, contracting the muscles in his rear.

Lizzy closed her eyes at the initial discomfort and he stopped, waiting for her eyes to meet his again. She kept them closed though, bracing herself for more of that stretching pain.

"Hey..." he whispered kindly to bring her attention. She opened her eyes again. "Stay with me?" he asked her once more with the most charming tone.

She blinked a few times and firmed her gaze in his again. He smiled at her. However, when he pushed more of him in her, his smiled faded and his eyes changed, giving way to a lustful expression.

Giles watched as her eyes threatened to close due to the momentary pain, but she kept them open for him. It fueled his need for her and he had to hold back the urge to plunge himself fast and hard all the rest of the way.

Giles did keep the pace slow and when he reached the end he kept himself still. He ran his fingers over her forehead, wiping the sweat from her skin.

"You feel so sweet around me." He bent his head into her hair and smelled it. "Can you contract your muscles for me?"

She did it, and he hissed into her ear. "Lord, you can drive any man insane."

He held her hand in his and maneuvered them in such way that her fingers under his touched her clit.

The young woman drew air in sharply through her mouth and shivered in surprise. He kept his hand over hers encouraging a rhythmic movement. He rocked his hips forward a few times exerting more pressure on her but did not make any other greater movement.

He was taking his time with her, treating her like a princess.

He increased the rhythm of their hands over her clit. Her breath became short and her eyes closed.

"Look at me," he hissed, a bit rougher than intended. She complied immediately.

When he saw the unbearable excitement in her eyes and her release an inch away he halted their hands, preventing her from climaxing.

She groaned in frustration and tried to arch her hips up but his body inside hers restrained her movements.

"Fuuuuck, what are you...?" she spat angrily.

"Patience and control," Giles said firmly.

She muttered another swear under her breath.

Now, she reminded him of the girl that kissed Faith a moment ago.

Lizzy took a deep breath.

"Shall we try it again?" he asked and she nodded decisively.

He repositioned their hands and played the same game. This time she was better prepared, but it did nothing to subdue her anger. However, she did control herself.

Giles knew that the release after this little game was of incomparable pleasure. That was what he wanted to give her, an unforgettable climax.

Actually it was what he wanted to give to Faith, but she had slayer strength and an explosive personality that would make it impossible without having gained her trust. And he knew well that it would take time and a lot of effort from him to gain that trust. But... it wasn't impossible, was it?

He forced himself to shake his thoughts of the brunette slayer away from his mind once again.

"Lizzy, we'll try something different now," he suggested and she nodded. "I want you to keep touching yourself without my hands guiding you." She nodded again. "However..." he continued and her eyes narrowed at him, "when I tell you to stop..."

"I'll stop," she finished for him with a unsteady breath.

He didn't say anything. He just grinned at her.

Lizzy didn't wait for the 'ready, steady and go' sign and in no time she was touching herself.

Lizzy loved Peter a lot but she had to confess that she had never felt so aroused in her entire life.

To her surprise, Giles didn't ask her to stop but she found herself already enjoying this game so much that when she felt her orgasm approaching she stopped her massages by her own will.

Giles noticed that and felt just a little bit proud of her. She was turning out to be a fast learner.

"Good," he whispered hoarsely over her lips and bit lightly on her lower one. She whimpered when his mouth left her skin. He ran his fingers down the side of her face.

He started a steady in and out movement and she gasped audibly. Lizzy wondered for a second if it was possible to die from pleasure.

"Your hand," he reminded her and she placed her fingers again on her clitoris.

Lizzy's free hand tightened around his nape in a firm grip. She was so immersed in desire that if there was an earthquake in California now she would not notice.

Lizzy felt her orgasm slamming at the door once again.

"Keep going!" Came a voice of command from Faith.

Lizzy looked at Faith in surprise and shot her glance back to Giles that was watching Faith's face now. He saw the raw and desperate desire written there.

He looked back to Lizzy, waiting for his decision. "Don't stop!" he finally uttered in the same tone as Faith's.

Lizzy obeyed his words and she didn't stop. Giles watched as she allowed her orgasm to wash over her. More than watched, he actually felt it. Her could feel her walls clenching sensually around him, squeezing his member and driving him mad.

Giles stole himself quickly from her body to prevent his own release from hitting him. He didn't want to come inside Peter's girlfriend. They had an agreement. Giles attention was drawn to Faith's face that watched him with a giddy smile.

Their gaze locked and in that instant, the realization hit him. She had planned this all along, she wanted to watch his surrender. She wanted to watch as his control slipped from his grasp.

Slayer and Watcher challenged one another with their eyes while the young woman convulsed in pleasure in his arms. His teeth were gritted as he held Lizzy tighter to him.

He felt his control returning fully and smirked in victory at Faith.

Faith had been rubbing and teasing Peter while watching Giles and Lizzy. "C'mon Peter Pan, time to catch up."

Faith was fast in pulling him up with her, opening his zipper and getting his briefs and jeans lowered around his ankles all before pushing him backwards onto the car's hood.

The boy was frightened, but no complaints were heard from him, especially when Faith wrapped her firm hand around his shaft. A second later, he felt her mouth engulfing him. He gasped multiple times before gritting his teeth desperately tight to prevent himself from coming in her mouth straight away.

Giles was suddenly very aware of Faith and Peter's actions but he forced his focus back to Lizzy. He touched her body and she purred.

Faith kept working her furious ministrations on Peter and the young man started to feel his control slipping away from him. He moaned louder and louder.

Peter held Faith desperately by her shoulders and tried to bring her up to him. He did try to stop her mouth from giving him the most intense and maddening pleasure of his life. He couldn't come, he had promised it to Giles.

However, Faith did not let go of the college man. Peter gripped the car hood metal with iron hands and his hips started to buck upwards erratically against his will. He had lost this battle and gave himself to the sensation, letting his head fall backwards.

In that second, Peter felt a strong hand over his stomach pressing him down onto the car hood, immobilizing him. He shot his head up, opening startled eyes to met Giles' deadly gaze. "If you come in her, I'll kill you," Giles uttered between gritted teeth.

Peter panicked and felt his legs weakening. Faith noticed that despite her increased efforts to bring the young man over the edge at that moment, Peter's panic made him soften in her mouth.

Faith released him and Peter fell limp onto the car. However he had the greatest smile of relief on his face.

"Idiot," Faith muttered and Peter laughed.

Faith was furious. But she thought through the rage for a moment, and realized whose fault it was.

She pulled Giles roughly from Lizzy, "Sorry girlfriend, but we have some unfinished business."

Faith shoved Giles onto the car hood.

"Are you gonna rape me?" Ripper teased with a wicked grin.

She dragged him further up on the car hood. Now his back rested on the window shield and his legs over the hood.

Faith did short work of her jeans and quickly straddled Giles, bringing him deep inside her.

"Consider it a favor," she said dryly.

Faith started to ride him while she wondered what was it about this fucking librarian that made her so damn angry. He wanted to control everything and everyone. He had spoiled her fun twice tonight. He was not afraid of her unusual strength, or intimidated by her agressive personality. Who the fuck did he think he was?

She gripped the front of his shirt and brought him for a hard kiss.

They kissed like two sinful vampires draining one another.

Giles cursed his hands for holding her to him with such a frightening need. And Faith hated the fact that she wanted this kiss to stretch for no less than an eternity.

The kiss did stretch for a long time while she rode him hard. They swallowed each other's moans and when Faith attained her goal and Giles finally came, she could swear that he had said her name between incoherent words of release.

Strangely enough, their mouth were still connected. She broke the kiss abruptly and her hands ripped his shirt open, sending its buttons to the floor. She lowered the shirt from his shoulders while shoving him back down on to the window shield.

Giles lay there, on the car with the shirt drawn around his lower arms and Faith straddling him. Her eyes were drawn to the tattoo on the inside of his left upper arm.

It was the mark of Eyghon, a symbol devoted to a demon that destroyed a great part of his life. A symbol that reminded him of a past that he hated and wished to erase. A symbol that reminded him of who he had been, and had no desire to be anymore- Ripper.

His eyes flicked between the tattoo and Faith's eyes and his face grew pale. Faith noticed his discomfort and embarrassment regarding the tattoo.

She slid off of him. "Are you ok?" she said, genuinely worried.

He said nothing. He pulled his back from the window shield and pulled his shirt up his body. He stood up from the car hood and fastened his trousers. His gaze was distant all along.

Faith pulled her clothes back on and watched him.

He looked around him a bit lost and made his way to his car. He collected his clothes, his glasses and his book in his arms.

Faith followed him to the the drivers door. "Hey, I'm sorry," she said, obviously referring to the tattoo incident.

He opened the door, but before he could get in the car he turned to her. He lowered his face to hers and kissed her on the lips. It wasn't an open mouth kiss from Ripper as before. It was apparently just a sweet kiss, but it somehow carried an inexplicable intensity as his lips pressed firmly against hers for a long moment.

Faith hadn't experienced many kisses like this before, but she could feel a familiar sad taste of goodbye in it.

Then, he got in the car and drove off.

The End