Chapter 3: Third Base

Okay… third base. Uh, enjoy? Set during "Bad Girls" you know how Buffy like, rejects Willow to go out and slay with Faith? Yeah, well this is what happens while Willow's all lonely without Buffy… because Buffy's off watching Faith kill a guy. Ya know? Anyways, context supplied, to the story!

Alone. Again. Ditched. Again. Willow was at home, on her own, on a Saturday night because Buffy had gone off to get frisky with Faith again. Er… frisky with Faith and vampires. Nope, not much better… the duo of slayage had gone out to deliver punishing blows to the recently un-dead. There, less with the sexual tension. Willow rolled over onto her stomach, discontentedly flipping through the fashion magazines Buffy had left behind. Everything was so… skimpy. Willow wasn't one for skimpy. Sure, she liked knowing that she was showing just enough creamy skin to drive her boyfriend wild… but she didn't want to dress like a giant ho. She just rolled her eyes at the scantily clad little models that Buffy so idolised, shutting the magazine and gazing up at the Dingoes Ate My Baby poster at the head of her bed. She smiled, her thoughts instantly travelling to her boyfriend… and his skilled, guitar-playing fingers. Yes, Oz fingers. Those were definitely of the good. And other parts of Oz too. Actually, all of Oz was of the good! Not just good… fantastic. Potentially the best thing in the world. It had been almost four months since their little library encounter, and it had definitely been a repeated performance. They'd gotten a lot more comfortable too, caressing, grinding… feeling. It was all about eliciting the kind of feelings that ran like fire through their veins, an all-consuming heat that made them shiver and quake… groan into wet, heavy, open-mouthed kisses. Willow squirmed slightly, the thoughts about naughty touching with Oz prompting an uncomfortable heat and ache between her legs. Okay… time to stop thinking Oz-related thoughts. Okay, uh… Buffy. Buffy and Faith, with the frisky slayage… Okay, not helping. The slut-o-rama that was Faith elicited funny thoughts in Willow's head which she didn't really want to consider all that much… Oz. Thoughts of Oz. Oz hair… Oz smiles… Oz hands and ooh! A warm pair of hands touched down on her back and she felt Oz's familiar weight straddle her legs.

"Hey you," she said with a grin, secretly loving the fact that he felt comfortable enough to sneak into her room in the middle of the night.

"Hey," he replied, beginning massaging her back gently.

"Ooh… God, Oz. That feels so good."

"Your muscles are all tight," he said with concern, kneading softly.

"Musta been that great honkin' apocalypse last week," she muttered. "Be glad it's my muscles that hurt… not my, oh I don't know, internal organs?"

He laughed, but Willow could hear the concern behind it. She turned to look over her shoulder at her sandy-haired werewolf. He flashed her a grin, still massaging her tense muscles.

"Relax, Will," he said gently, positioning her arms and nudging her head down onto them. He felt some of the tension leave as she closed her eyes and relaxed into the massage. "Your pajamas really are not ideal for massages," he laughed as his hands slid against the silk nightgown.

"You can slide it up if you want," Willow said in a muffled voice.

"You sure?" he asked, knowing that Willow was kind of self-conscious about him seeing her in any form of undress. It was quite peculiar really… he'd touched Willow. Multiple times he'd had a hand up her skirt, gently rubbing her over her underwear – to climax most of the time – as she had done for him. In fact, she'd rubbed him without the underwear barrier… but still, he hadn't got a glimpse of anything more than creamy thighs and cleavage. Not that he minded of course, he completely respected that Willow wanted to wait a little longer, that she wasn't ready. Still, her logic confused him.

Oz's hands travelled up her bare thighs very slowly, raising goosebumps on her skin and making her tingle and pulse in her centre. He slowly lifted the silken nightgown, tugging it upwards until it sat on her shoulders, revealing a pert, underwear clad bottom and a lightly freckled back. Willow huffed, sitting slightly and pulling her nightgown completely over her head and chucking it into her laundry hamper.

"You didn't honestly think that was practical, did you?" She lay back down, the essence of calm. Inside however, she was completely freaking out. She lying in front of Oz in nothing but a bra and panties! Dear God, what was she thinking?

"Just giving you the option to cover up," he said kindly. She giggled, suddenly realising the absurdity of that statement. For God's sake, he'd brought her to orgasm a dozen times and she wouldn't let him see her underwear? She felt like such a spaz.

"You're an utter gentleman," she murmured. "And possibly the most patient man on Earth. Thanks for that, Oz." She turned, looking over her bare shoulder at him again and smiling. He returned the grin, then pushed her back down, beginning his massage again. She moaned quietly as his calloused fingers pressed against her knotted muscles, slowly unwinding them and relaxing her. He ran his hands down her back again and again, and she could feel her whole body humming with the pleasure his fingers were bringing her.

Oz was amazed. Willow was just a bundle of surprises. Every now and again she'd instigate one of these moments… a moment that would move their relationship on monumentally, changing their whole status. She's burst from her little Wallflower-Willow shell and become this little minx, capable of making him practically weak at the knees with the erotic things she'd do… though a lot of the time he was quite sure she didn't know how erotic she was being until she noticed his reaction. And a reaction he was having… Willow in her underwear, laid out on her stomach, his hands running all over her practically naked body. A whole world of wow. But hey, a whole year they'd been together (not including the two-week breakup there). It felt so very, very right. He'd been kneeling up, so that only his knees came into contact with the sides of Willow's legs, but he was getting tired. He lowered himself so that he was straddling the lean, smooth legs and he felt her hum.

"Do you know how much I love you Willow?" He ran his hands over her body again.

"I know how much I love you."

As sensual and relaxing as the massage was, it was also having a completely different effect on the red-headed witch. She found her panties getting more and more damp and it felt like every nerve in her body was on fire… and had a direct connection to her crotch. She was flushed, and the ache between her legs was getting so intense she was in fact considering asking Oz to help her out. From the feel of the front of his trousers against her upper thighs, he was enjoying this too though – which was very good. Willow was feeling slightly embarrassed however… she could smell the sweet scent of her own arousal, and was quite sure that Oz could too.

Oz ran a hand down her back and over her buttocks, stopping to rest on her upper thighs. She unconsciously parted her legs slightly and he smiled, seeing the spreading wet patch on her underwear. He ran a finger down the gusset of her panties, laughing softly at the dampness.

"I'm gonna guess you enjoyed the massage," he asked teasingly, stroking her with slightly more pressure and making her arch back into his hand. She flipped herself over quickly, running a slender finger down the bulge in his jeans,

"You can talk," she just rolled her eyes, but flashed him a grin. He wasn't looking though; he was staring down at her. She flushed self-consciously, going to cross her arms over her chest.

"Don't…" he murmured. "You're beautiful." He ran a finger over her pussy again, eliciting a slight moan.

"Please…" she whispered, her arousal humming through her body and setting her nerves on fire.

"May I, this time?" he whispered quietly, running a finger under the waistband of her panties.

"Of course," she pulled him down kissing him forcefully. He gently tugged the scrap of cotton down her legs, admiring the beautiful patch of neat, russet curls nestled between her legs. He ran his finger through them, appreciating the downy feel and the wetness as he reached her slit. He looked into Willow's emerald eyes for confirmation, which she granted with a smile and a gentle kiss. He ran his finger gently over the glistening lips of her pussy, a tingle shooting through the witch at this intimate contact. He gently parted them, admiring the beautiful, pink inner lips and the pulsating clitoris, begging to be touched. He dipped gently into the wetness, then brought it up, circling her clit in slow motions. Her eyes fluttered closed and she moaned at the gentle onslaught of pleasure. This… every movement, every touch… it all felt so right and so perfect. The way his fingers danced around her pussy, mapping a choreographed disco of pleasure… it was as if he'd been made for her, a perfect fit.

"You're my everything, Willow," he whispered, before planting a gentle kiss on the apex between her breasts. He placed a second on her rib cage, then moving further down her body, placed a third on her navel, even dipping his tongue in – all the while never ceasing the tender stimulation on her clit. She reached for him, wanting to reciprocate the pleasure, but he pushed her back.

"This is for you, Will. All for you." He kissed her deeply again, before resuming his fairy-light kisses on her abdomen. Tentatively, he placed one on her curls and she raised her quivering hips to his mouth slightly, as if confirming how much she wanted… no, craved, his most intimate kiss. He ran his tongue slowly down her slit, tasting her sweet juices… like strawberries and sugar and spice. He moaned, gently lapping at the juices on her downy lips and soft thighs. Slowly, he ran his tongue deeply inside her slit, eliciting a moan and another little flood of Willow-juice which he lapped up appreciatively. She groaned, almost in ecstasy with the feel of Oz's tongue running over her most sensitive places. He slowly sucked her clit into his mouth and began swirling it and sucking it. She moaned, shuddering over and over, her climax fast approaching.

"Please, more…" she moaned, stroking his hand and twining her fingers into his hair. In understanding, he very slowly slid a finger deep into her slick channel, feeling her velvety walls clench around him. Oz's sensitive mouth picked up the pulse and he sucked the throbbing clit, prolonging and intensifying his lover's exquisite release as he curled his finger upward to meet that sweet spot inside her. Willow cried out loudly, moaning her pleasure as her climax rocked through her body, making her shake and a Willow-flood dampen the sheets. Oz crawled up beside her, wrapping his arms around her and holding her as the aftershocks subsided. He leaned down and kissed her, letting her taste herself on his tongue and she moaned into the flavour.

"Oz… thank you. That was, so… Oz," she looked up at him, her eyes shining with happiness. "I love you."

"I love you too, Willow."

"Willow!" came a voice from downstairs. Oz yelped, diving off the bed.

"Yeah mom?"

"Are you okay, I could have sworn I heard you scream…"

"Oh, uh… it's nothing, mom. I'm fine really."

"Now Willow," Sheila's voice called up, her footsteps nearing the door, but without intention of entering. "Masturbation is a healthy and normal-"

"Mom! Go! Leave, before you scar me for life…"

"Just as long as you understand that your father and I have read extensively on the topic from some of the top paediatricians and child psych-"

"MOM!"

Oz drew himself back up onto the bed, laughing almost hysterically. Willow looked at him somewhat disdainfully, but couldn't keep it up. She completely cracked up laughing, realising the ridiculousness of what had just happened. Oz sighed.

"I like your mom."

"What?!"

"Well, when my mom caught me masturbating she just told me I'd burn in hell, then threw out all the tissues in the house."

Willow giggled. "Y-you masturbate?"

Oz just rolled his eyes.

"C-can I see?" she murmured with a blush. Oz smiled at her gently, pulling her face to his and kissing it desperately. He devoured her mouth, sucking on her lower lips as they pulled apart. He could feel all his blood rushing in a determinedly southward direction, his hardness as Willow's request already becoming uncomfortable.

"Are you sure?" He looked into the emerald pools of her eyes, searching to make sure that he didn't make a mistake.

"Sweetie, I've already helped with said task," she giggled. He settled himself on her bed and unzipped his jeans, groaning at the relief. Slowly, he eased himself from his boxers and Willow smiled, watching him completely fixated with an unconsciously open mouth. He slowly ran his hand up and down the erect member, and Willow's pointed tongue darted out, reflexively licking her lips. He groaned at the movement, looking at her with desire-darkened eyes. She moved forward, gently circling the head of his dick with her index finger, spreading the drips of pre-come. Her eyes were still wide and dark, her gaze unwavering as she watched his hand moving faster. Suddenly a thought came to her head, an act Buffy had mentioned - which Willow had barely considered in her explorations with Oz – but it seemed so right in the moment. Her mouth and (still-bare) crotch wet, the beautiful cock before her… all she could think was that she wanted to taste him, as he had done for her. She leaned forward, her hair falling slightly over her face.

"Willow?" Oz said, surprised at her movement. He'd been enjoying her gentle ministrations.

She didn't say anything, just moved forward. Willow's tongue flicked out, lapping up the drop of pre-come. Oz let out a low, growling moan at the delicious feeling. "Are you sure?" he whispered to her, circling a hand in her hair. In reply, Willow ran an inquisitive tongue right from the base to the tip, exploring thoroughly and testing his reactions. She flicked her tongue over the mushroom-top and he groaned. Taking it as a good sign, she applied more pressure, then slowly took him into her mouth. She pressed down, then let his fullness slide all the way to the back of her throat, then back out so that only the tip was captured by her lips. She repeated the movements and felt Oz stiffen.

"Will… I'm so close, b-but I'll try and warn you before…"

"Don't," she whispered, licking again, "don't warn."

"But…"

"I want know what you taste like Oz, all of you," she murmured between sucks, "don't warn me."

And warn he didn't. Within twenty seconds she felt him tighten and pulse, and felt the ropes of hot, thick come spurt into her mouth, which she hungrily swallowed. As he came down from his climax, Oz pulled Willow up to him, kissing away a droplet of himself from her chin before letting her tongue slip between his lips.

"That was…" she shook her head in wonderment. "I'm really glad we did that," she whispered quietly. "It felt so…"

"Right?" He finished for her.

"Yeah, exactly. Right."

LOL – That got long. Ah well… The next one shouldn't be as long because I won't get so caught up in the lead-up scenario – Joss already wrote it for me.