Just to let everyone know - I had to cut a lot out of the end of this chapter - The sex ends up playing a pivotal roll for the story - however because of guidelines I have to keep it to a mininum. Hopefully I don't go over the rating! If I do, someone please let me know. Maybe I should look into a website?

Chapter 11

"Heck. The way the night started off, I thought we were going to be in for an extremely busy night. Only coming across one more vampire was kind of a let down." Buffy states with a slight frown, walking into the house. As she puts away her weapons she looks back at Kelly and smiles. 'That kiss sure wasn't a let down. My GOD can she kiss!' Shaking her head Buffy walks over to Kelly tapping her nose lightly. "I'm going to go upstairs and shower and get into comfy movie watching clothes."

Kelly grins at Buffy and shakes her head. "I'll see if I can't rustle up some munchies then I'll do the same." Watching Buffy walk up the stairs Kelly smiles to herself. 'That girl definitely has too good looking of an ass. Mind out of the gutter, get it on food instead.'

Buffy grabs the popcorn and sits down on the couch with the previews coming up on the DVD she just put in when she hears Kelly coming down the stairs. As she glances up the smile freezes on her face. 'She has great looking legs, very well-defined and never ending' Buffy thinks to herself as her eyes roam up Kelly's legs over the snug sweat shorts to the tight tank top stretched tight over a muscled abdomen and her well-endowed breasts. Buffy whimpers.

"So, what's first?" Kelly asks plopping down with a little distance between her and Buffy, as she reaches over and grabs a handful of popcorn. Kelly watches as Buffy slowly puts the bowl of popcorn on the coffee table and turns towards her. "Something wrong?"

Buffy nods her head looking up Kelly's length and closes her eyes. "There's this little known fact that after slaying, slayers get extremely hungry. And not just for food."

Kelly's eyes open wide for a moment and then they start to darken. "Don't think it's just Slayers that get hungry, Buffy. But, if what you are actually trying to say is that you want to take things slowly, I'll move over to the chair."

Buffy shakes her head. "I don't know what I'm saying. I know I feel things about you that I have never felt about anyone before. I like being around you, talking to you, looking at you. I'm just afraid…" Buffy trails off looking down.

"You're afraid that it's happening too fast? For some reason you're afraid to trust your instincts, the way you feel?" Kelly questions and Buffy nods her head in agreement. "Buffy, there are no guarantees in life. After what happened with Ronald Sr, I could have turned bitter and hateful. I don't think anyone would have blamed me if I had. But I didn't. I did kind of throw myself into my job, only having a couple dates, until I met this lovely woman that helped me to open myself to love. Without her even knowing why I had shut myself off. Sam and I were friends for a few months, and lovers for a year until she met Riley and married him. To this day, I still love Sam and I always will. I wasn't in love with her, but I did love her and I'm a better person because of it." Kelly stops talking looking from her lap up to Buffy when she hears a half laugh. "What?" Kelly questions quizzically.

Buffy shakes her head and starts laughing but grabs Kelly in a tight hug to let her know that she isn't laughing at her. Buffy asks in between fits of laughter "Riley and Sam Finn?"

Kelly nods her head wondering how… "The Initiative, Riley was stationed here. You knew ol' Missionary Man?"

Buffy starts laughing harder at the nickname Kelly gave Riley. Then Buffy all of a sudden stops laughing and frowns. "How do you know he's all with the missionary position?" She asks with almost a hint of jealousy in her voice. Not jealousy over Riley, but jealous over Kelly.

Kelly looks wonderingly at Buffy, trying to figure out what might be making her upset. "Sam told me. So, I guess that means you and Riley were…together? This is a small world, after all."

Buffy realizes that she was getting jealous over something that wasn't even anything to get jealous over. Shaking her head she smiles at Kelly and reaches out running her fingers through Kelly's short dark hair. "Yeah, Riley and I were a couple off and on for a couple years. And, sadly enough, he was the closest thing I had to a normal relationship."

Kelly leans into Buffy's touch smiling slightly with closed eyes. "That feels good. I'll be yours forever if you keep that up." Kelly groans deeply when Buffy scrapes her nails over her scalp. Kelly opens her eyes which have become almost black with desire. "I'm going to kiss you now."

Buffy didn't have a chance to say anything before Kelly's lips were pressed tightly against hers teeth lightly nipping at lips wanting them to open. This wasn't the gentle kiss of earlier. This was a kiss that wanted to ravage, to take everything offered and only then, give anything asked back in return. Buffy moans as her mouth is plundered with Kelly's inquisitive tongue. As tongues tangle over each other fighting for dominance and Buffy's tongue follows wanting to taste Kelly's mouth, Kelly captures her tongue sucking firmly before releasing and nibbling on the tip as it slowly retracts.

Buffy pulls back a short distance panting heavily, finally opening and looking with unbelieving eyes at the woman that literally has turned her world upside down in just a few days.

"What…have you…. done to me?" Buffy asks wonderingly between pants.

"I…I was going…to ask you…the same…thing" Kelly laughs not having any easier a time talking leaning her forehead against Buffys. Closing her eyes Kelly takes deep breathes, getting control over her emotions. "I'm sorry if…"

Buffy pulls away and places a finger across Kelly's lips. "No. No sorry's. But if you kiss me like that again tonight, I won't be responsible for my actions."

As Buffy starts to pull her finger away Kelly reaches up, lightly grabbing her hand bringing the finger back to her lips. Watching Buffy's eyes to see her reaction, she gently kisses the tip of the finger before flicking her tongue out. As she watches Buffy's breath hitch, she slowly closes her lips over the end of the digit, lightly sucking and nibbling. Closing her eyes in pleasure, Kelly gently scrapes her bottom teeth over the pad of Buffy's finger then gently kisses it, releasing her hand.

"Maybe I should move to the chair." Kelly says shaking her head slightly opening her eyes, knowing if she stays near Buffy, she won't be able to behave.

Buffy pouts at the thought of Kelly moving away from her over to the chair. Then she thinks about it, planning ahead. 'This could work out nicely.'

"If you insist. But that's going to cut into my smoochie research." Buffy grins slightly.

Kelly inhales deeply and shakes her finger at Buffy. "This isn't exactly easy for me, either you know!" Kelly slowly stands up, grabbing her soda and takes it over to the chair, setting it down on the floor beside her seat and walks into the kitchen to get another bowl to split the popcorn between the two of them, asking Buffy if she wants anything while she's in there.

"No. I think you have everything pretty well covered." Buffy grins.

Kelly comes back out and dumps some of the popcorn in her bowl glancing up at Buffy after she's done. "What?"

Buffy has a big grin on her face and just shakes her head. "You realize we've already missed 1/3 of the movie we put in, don't you?"

Kelly blinks and looks over at the television and shrugs her shoulders walking over to the chair, sitting down. "Oh, well. We had more interesting things going on. Want to restart it, or put another one in?"

Buffy considers for a moment and then reaches out for the remote and restarts the movie back at the beginning. "We can try this one again. After all, it's not the movies fault that it didn't hold our attention." Buffy smiling states with a glint in her eye.

Kelly has this feeling that Buffy is up to something but decides to let whatever happens, happen. "Okay. Time for some movie watching."

About halfway through the movie Buffy grabs her glass and the empty bowl to head to the kitchen. She stops by Kelly's chair smiling. "You need anything? I'm going to get something else to drink."

"No, thanks. I'm okay for now." Kelly smiles back at Buffy.

Buffy comes back into the living room setting down her drink.

Before Kelly realizes what's happening Buffy is sitting across her lap with her legs over one side of the chair, wrapping her arms around her neck and attacking her lips. As the shock wears off from the surprise attack Kelly runs one hand up Buffy's back to her shoulder blades to help support Buffy while the other hand runs up Buffy's arm to end tangled in Buffy's long blond hair. After a few moments of battling for dominance, Kelly pulls back slightly looking at Buffy with desire filled eyes.

"Buffy…" Kelly groans when Buffy starts nibbling her way down her neck. "Oh, God. Buffy…" Kelly gently pulls Buffy back for a moment. "Promise me something?" Buffy nods her head in agreement. "Let me know if you want to stop, at any time, okay? And…no regrets?"

Buffy smiles and shakes her head lightly, "No regrets. And you mean to tell me, if we are literally seconds away from consummating this relationship and I wanted to stop, you would?" Buffy asks impishly, somehow knowing Kelly would stop as soon as asked.

"Always," Kelly states simply.

Buffy's eyes light up and smiles an absolutely brilliant smile at Kelly. 'I have a feeling I can fall deeply in love with this woman.' Buffy thinks to herself. "More kissing, less talking" Buffy growls leaning in to kiss those lips that she was already feeling addicted to.

Kelly smiles at Buffy's comment before lightly running her tongue over the lips in front of her before alternating sucking on the bottom and top lip respectively. Buffy groans, opening her mouth flicking her tongue out to tempt Kelly's to come out and play. Kelly groans opening her mouth slightly, letting Buffy come in to explore and stroke her tongue over her own. Buffy twists her body trying for more contact.

Kelly pulls back slightly, realizing what Buffy was wanting she lifts Buffy lightly and turns her so that she's straddling her legs and then pulls her back into another deep kiss, their breasts lightly brushing against each other. Buffy groans at the contact and pushs in harder against Kelly, one hand grasping the soft short hair, the other running down the side of Kelly's neck, following the edge of the tank top across the top of Kelly's breasts, making Kelly push up into the touch, moaning deeply.

The moan sends a shock down to Buffy's center, which was already aching more than she could ever remember it aching before. Buffy pushes her lower body into Kelly, trying to find any kind of friction to help alleviate the ache. Kelly's hips buck up at the pressure Buffy is creating inside her. Grasping Buffy's hips, Kelly pushes up, grinding herself with a slight circular motion against Buffy, making both of them groan at the contact.

Kelly nibbles from Buffy's ear, down to her pulse point, lightly sucking and licking the saltiness from Buffy's skin while grasping Buffy's butt cheeks, lightly kneading the firm muscle making Buffy arch hard into her at the contact.

Buffy's left hand slides inside Kelly's top, brushing the backs of her fingers against Kelly's right breast, feeling the hardened nipple through her bra. Kelly's kneading making Buffy's body shake, wanting to feel more. Pulling slightly back, but still rubbing lightly against Kelly's breast with her hand, Buffy groans and looks Kelly in the eyes. "Can we, maybe, lose some clothes?"

Kelly smiles slightly leaning up, kissing Buffy lightly on the lips. "Anything, everything, whatever you want, just ask." Kelly grunts with pleasure when Buffy leans in and bites her shoulder just hard enough to leave teeth marks.

Buffy pulls back quickly. Shocked at herself. "Oh, God! I'm sorry. I didn't mean…"

"Do you hear me complaining?" Kelly growls just before she devours Buffy's mouth. As they both pull away panting heavily Kelly leans her head against Buffy's shoulder, trying to catch her breathe. "Just so you…know. My back is pretty…scarred." Kelly makes the statement between pants. No inflection in the tone. A statement of fact. Nothing more, nothing less.

Buffy pulls Kelly's chin up to look deeply in her eyes. No pain or hurt is showing , just desire and…love? Deciding to think about that later, Buffy smiles and gently kisses Kelly's lips. "So, less clothes?" She asks hopefully.

Kelly laughs quietly and raises her arms "Be my guest."

Buffy's cheeks turn pink at the thought of taking Kelly's top off, before grinning from ear to ear at the thought of soon seeing those breasts that have been haunting her almost from the moment of meeting the woman. Leaning her body back away from Kelly and reaching for the bottom of the tank top, she slowly pulls it up Kelly's torso, over her breasts and over her head, dropping it behind the chair. 'I was right. Well defined abs to go along with the rest.' Buffy hesitates looking at the bra clad breasts in front of her. Looking up at Kelly she sees the cocked eyebrow over Kelly's right eye daring her to continue. Never one to back down from a dare, Buffy reaches behind Kelly, feeling for the clasp and hesitates feeling the raised scars that Kelly mentioned. It takes a moment for Buffy to figure out how to unhook the bra then raises her eyebrow back at Kelly with a confident grin and slowly runs her fingers under the straps of Kelly's bra from the back over the shoulders to the front, pulling it off Kelly's chest and down her arms to drop it in a pile on top of the tank top.

Buffy finally looks from Kelly's eyes down to her breasts and her breathe catches in her chest at the sight before her. Full, firm breasts with brown aureole and darker brown nipples were staring back at her. And, God help her, hard nipples, the left one pierced with a gold nipple ring contrasting so deliciously that Buffy has to close her eyes. Shaking with the desire coursing through her body. She can literally feel her juices running down the inside of her thighs, her panties no longer able to keep the flood back.

Kelly watches Buffy intently to see her reaction, knowing from the earlier discussions that she had never been intimate with a woman before. Seeing the emotions, the want, the desire cross Buffy's face eases her worries. Feeling the heat and dampness coming from the Slayer ratchets up her want even more. Taking Buffy's hands that were resting on top of her shoulders, she grasps them lightly by the wrist, dragging them down over her chest so the palms were covering her nipples. Pressing Buffy's palms hard against herself, before releasing them.

Buffy's eyes pop open, full of want, when she realizes what Kelly is doing. Watching her hands slide down over the breasts, hard nipples pressing into her palms. Taking note that the left nipple is harder than the right. After Kelly releases her hands Buffy rubs her palms side to side across the nipples, smiling in amazement at the sensation. Glancing up, hearing the guttural groan come from Kelly at the pressure and the slight gyrating of the hips under her, she cups the breasts, running her thumbs first lightly, then more firmly over the nipples, watching the pleasure cross Kelly's face.

Running her hands up and down Buffy's thighs, Kelly slowly reaches to the bottom of Buffy's shirt silently asking if she can remove it. Buffy smiles lifting her arms up, in a replay of Kelly's earlier movements. Grinning in appreciation, Kelly gently lifts the shirt up, gently running her palms up Buffy's sides and arms, pushing the shirt in front of her hands until she had the shirt completely off Buffy. Gently running her fingers around the lace of Buffy's bra, Kelly leans forward and licks Buffy's right nipple through the lace groaning as the nipple strains against the fabric. Fingers playing with the other nipple, while thoroughly wetting the lace with her tongue, and finally sucking the nipple into her mouth, lace and all.

Buffy whimpers with pleasure at the sensation. Wanting, no needing, to feel that sensation directly against her skin, Buffy reaches behind her back and releases the clasps. Pulling back away from Kelly's mouth and fingers, she smiles when Kelly tries to follow. Gently pushing Kelly away she finishes taking off her bra and then pulls Kelly back in.

Buffy groans at the pleasure of Kelly's sucking almost her whole breast into her mouth, her tongue flicking strongly over the nipple. Briefly, the thought of that mouth on other body parts makes Buffy rub herself hard against Kelly, moaning loudly at the friction.

Groaning, pushing her hips hard up against Buffy, Kelly switches breasts and starts nibbling from the outside of the breast, continuing round and round, the circles getting smaller until she's at the aureole, not proceeding any further. Just circling, nipping, licking, and teasing. Waiting to see how long it takes Buffy to either beg or push her head to take the nipple into her mouth.

It doesn't take long before Buffy realizes what Kelly's doing and grabs her by her hair and pulls it back from her breast, growling "stop teasing" before pushing Kelly back against her breast.

"YES!" Kelly hisses out as Buffy yanks her head back. As her head is pushed back against Buffy's breast she grins. Starting at the bottom of Buffy's breast she strongly licks up and over the slayers nipple, pulling away slightly before biting down gently and tugging. The reaction was instant, Buffy screamed Kelly's name while pushing against the tall woman's body, climaxing.

Buffy's hips rock hard against Kelly, wanting more. Not believing the pleasure she's experiencing with only being touched above the waist.

Kelly pulls away, looking into Buffy's eyes, seeing the pleasure, seeing the want for more. "Buffy, can I…" Kelly trails off with her hands running around the edge of Buffys sweat pants, gently running a couple fingers underneath the waistband.

Buffy groans, nodding. "God, yes."

"Hold on" Kelly states in a low husky voice, wrapping her arms tightly around Buffy. Lifting both of them out of the chair to lay Buffy on her back on the couch. Running her hands down Buffy's waist to gently grasp the edge of the sweat pants, hesitating for a moment, searching Buffy's eyes once more to make sure.

Buffy smiles watching Kelly, seeing that even now, at this point, she's making sure that this is what Buffy wants. Buffy lifts her hips as a quiet affirmation.

Kelly smiles and gently eases the sweat pants and panties down off Buffy's toned legs. Inhaling deeply of the slayers muskiness, Kelly drops to her knees beside the couch, her head dropping to land heavily on Buffy's thigh. Taking deep breaths to try and calm down so that she doesn't literally attack Buffy right there. Swallowing hard, slowly bringing herself under some semblance of control she lifts her head looking up and into Buffy's eyes.

Buffy was starting to worry that there was something wrong until Kelly looks up into her eyes, showing the inner struggle within her. Buffy inhales quickly, seeing the passion that is barely restrained. Leaning up, she reaches for Kelly, pulling her into a passionate kiss. "Let go. I need this as much if not more than you do." Smiling slightly, Buffy says "No regrets."

Kelly's eyes flare, the passion no longer restrained. Leaning in, Kelly crushes her lips to Buffy's. Tongues stroking against each other, dueling, fighting. Kelly shifting her body, over Buffy's so her legs are widening the gap between Buffy's legs, to make room for her body as Buffy leans back until she's lying against the couch, once more.

Pulling away from Buffy's lips Kelly trails kisses down the side of her neck, stopping briefly at Buffy's pulse point, licking and sucking, leaving a mark before continuing down to the heavenly breasts, loving each rosy nipple in turn, making Buffy groan loudly.

Buffy pulls her legs up and wraps them around Kelly, pulling her down until her weight is against her lower body. Grinding herself against Kelly's abdomen, she doesn't even think about being embarrassed by the amount of wetness she's leaving on Kelly's skin, only wanting to feel the pleasure that Kelly seems to so easily give her.

Kelly reaches for Buffy's legs, gently unlocking them as she eases her body further down Buffy's torso, kissing and licking around the slayers belly button before dipping in repeatedly with her tongue, making Buffy groan loudly while gently running her hands up the outside of Buffy's legs. Smiling slightly, Kelly continues down nipping lightly at the Slayers lower abdomen, loving the way it clenches with each little nip, and the way Buffy whimpers, wanting more. Settling herself between the slayers thighs, she lifts Buffy's legs so that they are lying over her shoulders, making the slayer as comfortable as possible, since she was planning on staying in this position for a long, long time. Turning her head slightly, Kelly gently nibbles on the inside of Buffy's right thigh before turning and doing the same to her left thigh, making Buffy squirm.

Wrapping her left arm underneath the slayers thigh laying her hand on Buffy's curls, gently rubbing her mound while the other hand runs up the inside of her left thigh,running long fingers overBuffy intimately,making Buffy arch up, trying for penetration. Inhaling deeply of the slayers musky aroma Kelly groans, not being able to hold off tasting the slayer any longer. Buffy's hips shoot up off the couch at the sudden invasion, whimpering loudly as it all too quickly disappears.

"God, Buffy! You taste amazing!" Kelly growls before diving back in, searching and finding the pleasure spot making the slayer jump and shake with pleasure. Pressing down with the hand that is on Buffy's mound, to give the slayer some resistance, and to try and keep her somewhat in place, Kelly flicks the tip of her tongue repeatedly, as Buffy reaches down, grasping Kelly's head with one hand, holding her to herself as she comes harder than she has in her entire life, flooding Kelly's mouth and face with her juices.

Buffy screams out her pleasure as she slowly loosens her grip on Kelly's head, while Kelly continues to lick up the juices that have escaped before easing up, looking at the hard knot of Buffy's nerves that she can see is swollen and pulsing in excitement. Stroking and pleasuring Buffy as she bucks and squeezes Kelly as she comes again and again until she finally passes out from the pleasure.

Kelly slowly eases out of the slayer's body. Gently licking up what juices she can, she laughs quietly to herself at the drenched couch. 'Either I'll pay to have it cleaned, or just buy a new one.' Her body humming from her own desire she takes a moment to center herself, looking down lovingly at Buffy. Glancing around she sees that it's after 3 a.m. Shaking her head at the fact that they've been making out, no making love, for hours, she reaches out turning off the DVD player and television. With an internal debate with herself, she gently reaches down, scooping the slayer up in her arms to carry her upstairs and gently laying her in bed. Hesitating for a moment wondering if she should, she climbs in the bed beside the slayer, still wearing her shorts, covering them both before gently pulling Buffy to her so that she's cuddled in her arms with her head resting on her breast.

Kelly smiles as Buffy snuggles in tight to her and throws one leg over hers. Kelly kisses the top of Buffy's head gently and whispers "I love you" as she falls asleep with one hand running through the slayers hair.