A/N: Oh hey there M rating. It is about time you made an appearance.

Chapter 44

The kiss started off slowly, laced with passion and slow want. Faith's lips pressed against hers softly at first, her hand caressing Willow waist as she applied more and more pressure. Her lips moved in time with the Slayer's, never wanting the contact to end. The witch's own hands gripped Faiths forearms tight, squeezing their encouragement.

Willow sucked the Slayer's bottom lip into her mouth, pulling and massaging it with her lips and teeth. Faith didn't waste any time, opening her mouth wider and inviting Willow's tongue inside. The redhead complied readily.

The kiss was dizzying, Faith's lips, tongue, and teeth managing to convey the passion she was feeling. Willow did her best to return the feelings, moving stride for stride with the Slayer.

Her body felt on fire as the hand that was tangled in her hair moved down to the back of her neck, pulling her deeper into the kiss. The hand on her side was moving in small circles up and down her ribs, leaving a burning path in its wake.

She couldn't breathe, but from the passion flowing between them or from the lack of oxygen Willow didn't know or care. She was very content where she was at the moment, her tongue dancing with Faith's.

Faith groaned as Willow's own hands slipped beneath her shirt, pressing flat against the brunette's toned stomach. Willow's head was spinning, giddy over the fact that she was the one causing Faith to make those noises. She was the one making Faith feel like this.

The kiss became hungrier as Faith walked them backwards, pressing Willow's back into the hard surface of the bedroom door. The Slayer's lips moved away, kissing a path down Willow's throat to where her neck met her shoulder. Feeling Faith's tongue and teeth playing with her skin made the redhead see stars.

Her hands continued to move along Faith's stomach, running up along her ribs until they met the underside of Faith's bra. Willow smiled to herself as she moved them higher still, cupping Faith's breasts through the material. The Slayer stopped her ministrations and hissed at the contact, clearly enjoying it.

This only proceeded to egg Willow on further. "Shirt," she whispered.

She was met with a surprise when her own shirt was pulled up and over her head.

"I meant yours."

Faith smiled, "I know."

Willow felt herself flushing as Faith's eyes dropped down, appraising her body. Her eyes were dark pools of want as she took in Willow's topless form, her milky skin itching to be touched.

Faith didn't need an invitation, her head lowered, bringing her lips back into contact with the redhead's skin. Starting at the dip in the base of her throat Faith kissed her way along Willow's shoulder and then back up to her ear. The witch felt her whole body shiver as Faith began sucking on her earlobe, her body jumping at the sensation.

"I could never get tired of watching you do that," Faith husked, her lips never leaving skin.

Willow couldn't formulate a reply; she was too forgone with bliss. Her fingers cupped Faith again, kneading her breasts through the material of her bra. Faith's body ground into hers, arching into the contact. Willow had her shirt off moments later, fed up with it blocking her view of the other girl.

While her fingers continued their massages, running up and down Faith's whole torso, Faith's own finger snacked back, undoing Willow's bra. It dropped to the floor and Willow shivered again, cool air brushing over her unclothed skin.

"God, you're beautiful," Faith breathed out as her lips crashed to meet Willow's again. The redhead moaned into the kiss as Faith's hands met her naked skin, rubbing her the way she had done to the other girl through her bra. Her hands cupped Willow fully, teasing her skin. The flats of her palms rubbed against taught nipples, her fingers bearing down and digging into the flesh around.

Every place Faith was in contact with Willow quivered with passion and desire.

The Slayer's lips pulled away from where they had been attached to Willow's neck and moved further down. The witch's already laboured breathing increased further, a gasp breaking free the moment Faith's lips connected with one of her breasts.

Everything about Faith was heaven. Willow could only hold on as Faith's tongue took over what one of her hands had been doing. She kissed along Willow's pale skin, tongue flat and dragging across Willow's nipple before swirling around it and bringing it into her mouth. Willow gasped again, sagging back against the door behind her as pleasure swam through her.

Faith's teeth encircled the hardened nub, bringing just enough pain into the mix before using her tongue to sooth the sensitive skin once more. She then kissed her way across; dipping down in between Willow's breasts before resuming her attack on Willow's other side.

"God, Faith," she breathed out. Her body was growing hot. Faith's tongue encircled her other nipple, giving it the same treatment the other had received.

Once the Slayer was content with her work she kissed her way back up to Willow's parted lips, threading her tongue inside once more. Willow kissed back with all the passion she could muster, wanting Faith to understand all that she was feeling. Her hands moved from where they had been moving through brunette locks to rest on Faith's hips and squeeze them none too gently.

Faith growled into the kiss, pressing her body into Willow. Her breasts, still trapped beneath her bra, pressed against Willow's free ones, and her pelvis ground into Willow's forcefully as she slipped a leg between Willow's.

Flares of desire shot through the redhead, her knees growing weak and her body threatening to succumb to the passion any moment as wave upon wave of want crashed through her and flowed down to her core.

She felt Faith pull away slightly, her fingers gripping Willow's hips lightly as she stepped back, pulling Willow with her. Willow's eyes, which had flickered closed as the pleasure rolled through her, opened and sought out Faith's own. The Slayer's eyes were nearly black with desire, and Willow was sure her eyes reflected a similar image. Smiling coyly, Willow allowed herself to be led to the awaiting bed.

Faith spun them at the last moment, causing Willow to be the one to drop to the mattress instead of Faith. The redhead's giggle of surprise quickly turned into a throaty moan when Faith straddled her, her hands running up and down Willow's stomach and ribs gently.

"Faith."

"What?" The Slayer smirked.

"One of us is wearing too much clothing. Both of us are wearing too much clothing for my liking."

"And you'd like me to fix this?" Her voice was like velvet.

Willow nodded, smiling lightly.

Faith's teeth showed as she smiled, liking Willow's suggestion. She moved off the redhead's hips and stood up, keeping eye contact with Willow the whole time she removed her pants. Her fingers slowly trailed down her stomach before beginning to work the button loose at a painfully slow pace. Willow held the girl's eyes as long as she could, but her vision dropped down of its own accord, watching as the brunette undid her zipper with tantalizingly slow movements. Her fingers grasped her belt loops, gently tugging the material from her hips. Her pants pooled at the floor and she stepped out of them, moving towards the bed.

Willow's head was spinning. Faith, the Faith who until recently had been spending her days in a prison yard, the Faith who had agreed to come back to Sunnydale despite all the bad blood between her and the other Scoobies, was standing at the foot of the bed, clad only in a black bra and thong.

And then she wasn't wearing anything.

Willow forgot to breathe.

The Slayer slunk forward, crawling onto the bed and hovering over Willow.

The redhead's mind was seriously beginning to malfunction; she couldn't move she was so hypnotized by the beauty above her.

Faith settled between the redhead's legs before lowering herself down, kissing Willow. As before, it started off slowly, but it soon grew more passionate as Faith's tongue began pressing into Willow's mouth.

Both girls' hands strayed as they continued to kiss. Willow's moved forward, her hands reaching Faith's free breasts that had been rubbing against her own. She could feel the hardened nubs of Faith's nipples pressing into her palms as she rolled them with her fingers.

Willow was in heaven. She was living among the stars in the most beautiful place she could imagine.

And then Faith's knee pressed roughly into her, grinding into her center.

The witch pulled away from the kiss, head tilted back as she gasped at the overflow of sensations. Faith moved her knee again and Willow's hips jerked with the motion, pressing into the contact. The Slayer smirked as she kissed along Willow's exposed neck, down to the hollow of her throat and past, moving to kiss down Willow's chest once more.

Willow's mouth opened with a soundless moan as Faith moved further and further down. Her hips jerked again as Faith's tongue, kissing its way down her whole body, swirled and dipped into her bellybutton. The ache between her legs grew more intense as Faith stayed there a moment, enjoying watching the witch's torment.

Then the kisses continued downward, taking in the salty sheen that had begun to cover the redhead's body. The very tips of Faith's fingers slipped below the waste-band of her pants the moment her lips no longer reached skin. Faith looked up, smiling devilishly at Willow, before her fingers moved to undo Willow's pants.

Willow lifted her hips off the bed as Faith's hands tugged the material downward, removing her pants and underwear as one. Then she held her breath, a sudden wave of nervousness making its way through her body.

The other girl noticed it, immediately moving to kiss the skin of Willow's legs reassuringly. "You're gorgeous," she insisted.

"Goddess…you…uhh, you too," Willow was having trouble with coherent thought.

Kissing her way along one thigh, Faith made sure to taste every inch of Willow's smooth, ivory skin. Willow was in paradise as Faith's lips tried to memorize every inch of her. Tantalizingly slow, using her tongue and teeth to tease her, Faith made her way down one leg to Willow's feet, and then kissed her way back up.

Willow's body shivered again at the sensations; Faith's tongue snaking to press along the underside of her knee, her teeth dragging along the inside of her thigh. She moaned again, incapable of doing anything other than simply feeling the other girl against her. The Slayer kissed and sucked again on her thigh, using her teeth for a moment before soothing the skin with the flat of her tongue.

"Oh, Goddess," Willow whimpered.

Faith lifted her head and the redhead watched through hooded eyes as Faith's lips came to meet hers again. They kissed for a moment before Faith continued on, kissing along Willow's jaw line while her hand strayed to one of the witch's breasts; she began rolling the nipple between her fingers again as she hummed against alabaster skin. Her free hand, which had been resting on Willow's ribs, slowly began moving southward.

Tingles of anticipation began to overtake Willow. She was so already so overwhelmed with what she was feeling, she wasn't sure she could hold on for what she knew came next.

It wasn't just that she had gone a fair while without being touched so intimately, somehow Faith's presence was enough to nearly push her over the edge as it was. The brunette had claimed and boasted about talent in bed, and the burning desire pulsing through Willow was testament to that. Faith's touch was like magic against her skin.

A gasp broke free when Faith's hand finally reached between her legs, but they only grazed over her. Her fingers pushed lower, pressing into the skin of her thighs and passing over where Willow wanted her to be.

She could feel Faith smiling into her neck.

"Tease," Willow gasped out as Faith continued to touch just shy of Willow's folds, her own fingers clawing into Faith's back.

Faith's hand stilled and she lifted he head. "You… you sure you want this?" She asked, looking intently at Willow and giving her a final chance to stop them before they went too far.

Is she crazy? She wants to stop now?

The witch's hands ran up Faith's back and tangled into her hair, pulling Faith back down to meet her awaiting lips. Willow kissed her with all the passion she could muster, wanting Faith to feel exactly what she was feeling. Her fingers massaged into Faith's scalp, but she let the brunette pull away.

"I want this, I want you," Willow reassured, squeezing her legs together and trapping Faith's hand between them. She moaned, "God, can't you feel what you're doing to me."

She was trying to focus on Faith's face, but her head was still spinning as her core burned with need for release. Something flickered across Faith's features; it was too fast however for Willow's distracted brain to decipher. But her pleas must have been convincing enough that she wanted this, as she began to move her hand.

Willow arched uncontrollably into the touch. Faith's hand began moving slowly at first, spreading Willow's wetness over her folds. Her fingers slid easily over Willow, slipping inside only slightly before moving away.

"Faith." Willow wasn't sure the word was distinguishable from her heavy breathing.

The Slayer finally pushed a finger inside and Willow whimpered, growing more turned on with the feeling of Faith moving inside her. The girl set a steady, gentle pace, easing the redhead into the sensation before adding another finger.

Willow was in heaven. Willow had died and gone to heaven.

Though the hand on her breast and the lips against her shoulder continued to move as they were, the movements of Faith's hand became faster, pressing deeper and deeper into Willow. One of the redhead's hands stayed gripping Faith's back, the other fell to the bedspread, grasping the sheets tightly.

Willow felt her whole body begin to shake. She was fast approaching oblivion.

"Faith, please," she gasped, begging the brunette to push her over the edge.

The girl licked and nipped along her shoulder, clearly enjoying herself. But she complied. Her thumb moved, coating itself in Willow's wetness before it began circling the redhead's clit. Slow, tantalizing, incredible circles. Willow's breathing hitched and her body arched further into the contact.

Willow could feel her walls clenching as Faith's fingers pressed harder into her, feel herself getting closer as Faith added more pressure to her already sensitive clit.

The brunette lifted her head and pressed her lips against Willow's, thrusting her tongue into the redhead's mouth in time with the movements of her hand.

That did it.

Willow moaned deeply into the kiss, feeling her whole body go rigid as pleasure coursed through her. She felt herself tightening against Faith's fingers and could feel her juices spill out over the other girl's hand.

"Oh Goddess, Faith," she breathed out.

Faith took her time placing dainty kisses along Willow's face, neck and chest, waiting for the shell-shocked witch to be more than a puddle of goo.

Willow let a lazy hand run through Faith's dark tresses, her body beginning to come down from its high. "That…"

"That what?" Faith smirked.

"That… that was… incredible."

Faith laughed a deep throaty sound, "You looked like you enjoyed it."

Willow pulled the Slayer into a passionate kiss. Breaking away she mumbled against Faith's lips, "Only in every sense of the word."

"That's good. I'm pretty awesome in bed."

Shoving lightly against Faith's shoulder, Willow suppressed her comment of, "You're so full of yourself," and settled for, "You aren't the only one."

"That so, Rosenburg?"

Willow purred as she pulled Faith closer and rolled them over so she was on top, "Mmmm, yes." She kissed Faith again, letting her tongue swirl around the brunette's a moment while her heartbeat calmed. She felt tingly and happy and relaxed all over, and wanted Faith to feel the same way. She wanted to be the one to make Faith feel that way.

She kissed her way down Faith's neck, letting her tongue leave a hot trail wherever it touched. Faith's olive skin was flushed and coated with a thin sheen of sweat, and Willow made sure to kiss every inch of it. She wanted to claim every part of Faith, know the other girl's body as intimately as possible. She wanted to find all the spots that would make the Slayer below her scream with passion or whimper with need.

Faith gasped as Willow let her teeth press into the hollow of the brunette's throat and Willow felt heady with the sound. She kissed and sucked on the other girl's pulse point, leaving a mark she knew would be gone by morning with Faith's enhanced healing.

It made Willow want to mark her harder, to be able to leave something that would last longer than a few hours on Faith's beautiful skin. But she let herself settle for kissing down Faith's chest, knowing that marking Faith's skin could be disastrous in the morning if someone noticed.

She didn't want to think about the state of her own pale and easily bruising neck.

The kisses continued down to Faith's breasts, where Willow let her tongue swirl over the smooth skin a few times before taking the hardened nub into her mouth. Faith groaned as Willow's teeth dragged across it, and the sound reverberated through her body and into Willow, encouraging the redhead to continue.

Willow wanted to stay where she was, but her desire to learn every inch of Faith's skin was more overpowering. She finished teasing both of Faith's nipples and then let her head dip lower, leaving a trail of hot, wet kisses down the brunette's abdomen. The witch could feel Faith's muscles twitching in response, desperately trying to hold still as Willow lavished her skin.

Down she continued, pausing over Faith's bellybutton to dip her tongue inside. Her name on Faith's lips became a long, pleasure-filled moan in the Slayer's throat. Her lips moved to one side, kissing along to one hip, and then back across to her other.

And then Willow couldn't hold off any longer.

Scooting down as she kissed, Willow let her lips continue their journey until they met Faith's dark curls, already damp with the Slayer's wetness. The redhead breathed in the smell of Faith's arousal, her mind drifting as the heady smell made its way across her senses.

Faith's juices were spread over her folds; pleasuring Willow had clearly gotten the Slayer aroused and worked up.

Willow planned to fix that.

She flashed the other girl a gentle smile before letting her head drop down, her lips beginning to work against Faith. The Slayer groaned loudly at the contact, her hips rising to meet Willow.

One of Faith's hands tangled in Willow's hair, pressing the redhead harder against her heat. The witch let her tongue flatten as she ran it up and down along Faith's folds, adding pressure where she knew the Slayer needed it. Then it slipped into Faith's center, reaching deep inside the brunette girl. Again Faith arched into the contact, moaning Willow's name.

Immediately Willow set a fast pace, her tongue thrusting inside the Slayer and pulling out again, knowing Faith would want to be taken a little harder than herself.

"Oh, God Willow… fuck, yes…" she groaned, a deep guttural sound of desire and pleasure mixing together.

"Hmmm, you like that," Willow hummed, knowing the vibrations would travel right to Faith's core.

The Slayer moaned again and pressed her hand harder into Willow's hair, her hips canting to meet the pace of the redhead's expert tongue.

Without breaking stride, Willow pulled her tongue from Faith's heat and replaced it with her fingers, pressing roughly into the girl while her lips encircled Faith's clit, sucking and swirling her tongue around the sensitive bundle of nerves.

Another finger slipped through Faith's folds, curling inside to reach that oh-so sensitive spot. At the same time, Willow let her teeth graze over Faith's clit, applying just the right amount of pressure.

The brunette moaned Willow's name, her body shuddering and her walls clamping around the redhead's fingers as the orgasm rolled through her. Willow continued to stroke Faith's inner-folds, extending the pleasure for as long as possible.

Her lips moved down, capturing the juices as they slipped from between her legs. The honey-like liquid had a musky taste that sent Willow's head spinning as she tried to devour every last drop. When she'd finished, she crawled up the length of Faith's collapsed body, pressing her lips to the brunette's parted ones.

Faith's eyes, half-lidded, opened wider and she moaned softly, tasting herself on the redhead's lips.

After letting her tongue dance with Faith's a moment, she kissed along the brunette's jaw before resting her head against Faith's shoulder, her fingers gently playing the other girl's dark locks.

When Faith had gotten her ragged breathing under control she let out a low, "Holy shit."

Willow's fingers were drawing patterns in Faith's hair where it was splayed against the white pillow under her head. "You liked?" she asked in a hushed voice.

The witch could actually hear Faith roll her eyes, "Damn Red, that was amazing."

"You weren't so bad yourself."

Faith laughed, "To me it sounded a lot better than 'not so bad.'"

Willow lifted her head, her eyes sparkling, "I… you… you made me feel… it was incredible."

She let her head fall back down, resting lightly on Faith's shoulder. The Slayer draped a protective arm over her as the two basked in their state of contented bliss.