I do not own the characters.

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Faith spied down the basement looking for peace and quiet. She started to take out a cigarette and then noticed someone staring at her.

"Craving for the quiet in a dank dive or can I bum one off you."

Faith grinned and walked cockily toward Spike.

"You know that . . . you and I've met you before," began Faith as she studied Spike closely. ". . . but not in this body," continued Faith, as she gave him her cigarette.

"Yeah Buffy did fill me in on the body swap thing . . .," said Spike as took the cigarette and began to look over Faith. "Sure was fooled and how could I forget what you said . . . Ride me at a gallop 'til my knees buckle, squeeze me 'til I pop like warm champagne."

"You should have known that Miss Wrapped Up So Tight wouldn't have behaved like that."

"You don't know Buffy, she's grown."

"Uh Huh . . . ," said Faith as she examined the chains and manacles against the wall. "So I'm told."

"So, the babes in wonderland don't interest you?" asked Spike, as he motioned upstairs.

Every so often the pounding from the dancing would jiggle the ceiling lights.

"Not in the least, it's no different than the Big House. Tired of it all already, too many bitches complaining and whining."

"A man can only dream about being in your position. I mean all that pussy to go around. You've probably had more than your share."

"Well Big Daddy, all of that gets old," said Faith and plopped on the cot next to Spike.

She took out another cigarette. "I like penis too," said Faith, as she lit hers with Spike's cigarette.

"I have a theory about you," said Spike to Faith taking a deep puff from his cigarette.

"Since you can't seem to be able to f#ck Buffy you screw her over by f#cking her lovers just to get at her. You love f#cking with her mind don't you?"

"Beside that soul you've acquired, that chip you once had must have given you some extra intelligence," said Faith dryly. "Must be pretty handy for a vamp like you." She casually draped one of her legs over Spike's thigh.

He smiled wryly and took away the cigarette from Faith's mouth and kissed her roughly while squeezing her breast tightly. Then he took a puff from his own cigarette and released her breast. Faith took back her cigarette and took a deep puff as well.

"Spike I hear you can't get attach to nice women, you have a tendency to eat them. All you can manage to get are the off kilter ones," said Faith, suggestively as she let hand roam about Spike's crotch. "Let's see . . . the ones I know about are Dru, Harmony, and for the love of God Buffy. Why Buffy must have been desperate or been trying out whoring . . ."

Spike became furious and vamped. He slammed Faith against the wall near the shackles.

"Oh oh, Spike," laughed Faith. "Oh that's too cute. You're really sweet on B aren't you?"

Spike relaxed his face reverting it back to human form but not his body. He held Faith firmly against wall.

"Faith, we seem to have something common. But at least I have something to show for where you only dream about attaining it. You're always in reach but you flounder at the last moment."

Faith narrowed her eyes and burst out in a rage. She physically lashed out at Spike and started to hit him. Spike chuckled and held that fiery tempest at bay until it subsided.

"Now, Faith. No need to get worked up in a lather."

Faith panted for air and pushed away Spike. But Spike came back and smirked, and Faith grinned. Then he started to leave. However, Faith held and threw him against the wall and kissed him fiercely. She continued to kiss him but not as brutishly and stopped only when she needed to breathe. She held his gaze as she kicked off her boots.

"You really aiming to piss off Buffy aren't?" asked Spike.

Faith took off her pants.

"Forget B for a moment," said Faith as, she placed hands on Spikes fly and unzipped his pants. ". . .unless this isn't your thing anymore?"

Spike smirked and took Faith his arms and he felt her hook her legs around his waist. Faith wiggled a bit and breathing harder, as she positioned herself. She latched on to the shackle for support while the other arm held on to Spike.

Spike smiled wickedly and stopped, letting go of Faith.

"Hey Big Daddy?" asked Faith, as she dismounted.

He inserted one of Faith's arms in one of the shackle.

"Come to Papa," said Spike after he secured Faith's arm.

"Not so fast, Big Daddy," said Faith, as she presented the other manacle to Spike to wear.

Spike nodded and let himself be shackled by Faith.

Faith hopped back on and balanced herself as best she could while Spike held with one arm. Having one hand free presented a unique challenge as well as a thrill. Faith tore at Spike's tee-shirt with her teeth and free hand, ripping it to shreds while Spike roughly undid Faith's bra breaking one of the straps.

She started to rev up again grinding deeper and deeper against Spike. Spike knees slightly buckled from the force and momentum of the Slayer's oscillation. He soon got into the swing of things. His arm ached slightly as it rubbed against the metal, he bashed the wall a few times when he was starting to come causing the drywall to crack. Faith winced every so often when her wrist cried out in pain. She ignored it and encouraged Spike for more.

"F#cking A," moaned Faith louder and higher.

Then she began to reach her peak.

"Harder, harder damnit harder . . . Come on give me 110 percent, f#ck me harder," grunted Faith.

She nearly bit Spike's neck but instead dug her fingernails on his bare back. Then she screamed and buried her face his neck. He sagged against the wall a moment later catching his breath.

"Buffy," said Spike, as he lifted his head.

Even without seeing or hearing he knew her scent. Buffy walked down the stairs and said nothing. Buffy came up to Spike and unshackled his arm, "well it's nice to see you two finally gettting along."

"Hey B," said Faith, with a twinkle in her eye as she wiggled with her one arm still chained "Are you're going to join me and make a go of it?"

Buffy said nothing and came up to Faith, and smiled slightly.

"I take that to be yes," grinned Faith.

Buffy took Faith's free hand smiling and sucked on a few fingers. She put those fingers on her hip and let Faith grabbed her ass. Buffy raised her leg rubbing it against Faith's bare leg. It took sheer will power for Faith not to give in and not to appear too eager or desperate. Buffy did this a several times and then rested her boot on the edge of the cot.

"You've been obsessing over me ever since you laid eyes on me . . ." began Buffy as she held Faith's gaze.

Buffy kicked out the cot where it screeched to the middle of the room nearly bumping into Spike. She positioned her leg between Faith's legs forcing them to part more and leaned in.

". . . In fact, you want to get in my pants so bad that it hurts."

Buffy guided Faith's hand near her breast. Next, she put her mouth close to Faith's ear while she place her hand on Faith's bare belly. Faith sucked air holding her breath, and slowly exhaled.

". . . I bet you've wanted to f#ck my brains a thousand times over."

Faith bit her lips when she saw Buffy slowly wet her lips with her tongue.

". . . Now, that we're here, you're hoping for an epic lay," continued Buffy, as she pressed harder into Faith. Faith gasped for more air.

Buffy blew a kiss in her ear and let her fingers grazed Faith's abdomen. Then she backed slightly giving Faith a chance to catch her breath.

"You want it so bad . . ." said Buffy and she took Faith's free hand and turned herself around.

Buffy pressed her back into Faith and guided Faith's hand to her stomach. "I mean really so bad . . ." Buffy started to rub against Faith.

Faith smiled back and sighed deeply tilting her head back against the wall savoring the moment and taking in the shampoo fragrance from Buffy's hair. She waited on anticipation on what Buffy would do next as her hand rested on Buffy's stomach. Faith was so glad she had one arm chained if not she would have been on her knees by now.

". . . that you'd do almost anything for it, wouldn't you?"

Buffy walked Faith's fingers to her clothed crotch.

". . . The things you'd liked to do to me."

"Yes," whispered Faith and craned her neck as she tried to kiss Buffy.

Buffy turned her head and put her fingers on Faith's lip to silence her.

". . . The things you'd like I do to you," said Buffy and slipped a tongue and licked Faith's neck for a moment.

Faith softly moaned.

"That you'd give it up wouldn't you?" asked Buffy and she turned around facing Faith.

Faith euphorically looked at Buffy and nodded as she smiled. Then Buffy shackled Faith's remaining free hand.

"Oh B," said Faith, somewhat surprised and suddenly very pleased. "Sweet B!" She shifted slightly with her two arms in the handcuffs to a more comfortable position.

"Thanks B," said Faith, as she had she both arms in handcuffs. Buffy rested her hand on Faith's breast

"Oh don't thank me yet," said Buffy as she came within an inch from Faith's lips.

Then she came even closer almost touching Faith's lips. Faith parted her lips in anticipation as she breathed raggedly.

". . . I haven't even started," whispered Buffy, and then backed away grinning.

Faith's eyes expressed surprise.

Then Faith heart's leapt when Buffy removed her hand off her breast. Buffy backed away even further and this time she didn't come back.

"Hey B . . .What you are doing?"

"I'm adding more to your obsession," said Buffy with sarcastic smile and then turned away.

"B . . .wait come back here."

She turned her attention to Spike and went to him, kissing him full in the mouth.

"I said come back here," demanded Faith.

Buffy continued to kiss Spike passionately and wrapped her arms around his waist.

"Oh come on B, what do you expect me do now?" asked Faith, as she strained against her shackles. She shook her arms and grimaced in pain when the snug handcuffs bit at her wrists.

Buffy brusquely pushed Spike onto the small cot.

"Take your clothes off," commanded Buffy.

Spike did exactly what Buffy asked, who was he to argue with the woman in charge. She was the hostess while he was just the houseguest. He hadn't seen Buffy like this in a long time and for once, he didn't mind being her boy toy.

For now, Buffy took off her boots and top. She jumped on him and he groaned slightly making the cot squeak. She kissed Spike very slowly and tenderly starting with his face, lips, and chin. So slow, that Spike wasn't use to this pace and this gentleness. It was driving him mad that he almost vamped out in frustration. However, for a cold-blooded killer, he kept his cool.

She softly kissed his creamy white chest and then bit down hard on his nipples. He moaned loudly and then shuddered in delight.

"Damn you B!" yelled Faith as she writhed in the chains. She winced again feeling the handcuffs bite into her wrist. "B do you want everyone hear or see."

Buffy ignored Faith.

Faith knew it was a feeble attempt since no one could hear what went on in the basement. The potentials or wannabe slayerettes were partying and rocking hard upstairs. Moreover, the slayerettes knew better that to venture in the basement where Spike made his home. All Faith could do was shut her eyes, but that proved futile since she couldn't block out the sounds.

Then Faith opened her eyes again and saw that Buffy was undressing herself. She could and would not look away as Buffy continued. Buffy started to caress and play with Spike's eleventh finger until it stood upright. She gave it a kiss and sucked it for a while. Spike moaned louder and had to hold anything that appeared to be remotely grounded, he grasped at the cot's edge and then at Buffy. Buffy took both of Spike's arms and held them over his head immobilizing them.

Faith outstretched her arms to reach out to them but flinched again at the metal biting at her. She simultaneously cursed and laughed at her predicament. She laughed so hard and so much that eventually she started to cry. Out of frustration she thrashed against her chains. Exhausted all she could do was watch as she ball her hands and rested against the wall. Faith hoarsely called out her name, 'Buffy' a few times and then sighed deeply as she continued to watch.

When Buffy was through, she mounted on his finger and moaned slightly as she wriggled onto to him. With Spike hands on her hips, she slowly rocked to and fro.

Faith cried out 'Buffy' again, which only encouraged Buffy even further.

Buffy increased the gyration and then found her rhythm. She shook her head a few times freeing her long hair as she held on and let Spike intertwined one his hands in her hair. Spike joined in the dance and then they both sang. Buffy finally arched forward collapsing onto Spike, and held him. She planted a kiss on him before she got up. After she finished dressing she gave Spike a parting hug and started to climb up the steps.

"Damn you B," said Faith in a low voice.

"Bite me," said Buffy with a perky smile on her way up.

"One day you're going to be my bitch!" shouted Faith. "You hear that B, you're MY BITCH!"

"Oh give it up Faith," said Spike, as he lit up a cigarette and held it in his mouth. He came up to Faith and released her. "You've been pussy whipped."

Faith took his cigarette and took a puff and put out the cigarette. "You know what? You're absolutely right. I love her."

"Well do something about it instead of lollygagging about," said Spike, as he took back his cigarette.

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Thanks for reading this story.