Gunn lay on top of her, kissing her, his lips on hers, tongue in her mouth, touching, teasing, licking, sucking, making love to her mouth as his hands roamed over her body, kissing her deep and long, all over her face now, down her neck to her bare shoulders and back up again, lips finding her earlobe. Gunn darts his tongue into Fred's ear, sending a shiver down her spine. "Oh...!" she whispers.
Angel closes his eyes tight, a soft moan escapes his lips as he hears Fred sigh, wishing he was the one making her moan. He squeezes himself harder.
Gunn slides his tongue down Fred's naked body, over her shoulder blades, down to her small breasts, those breasts so small, so perky. He tastes each one, swirling his tongue around her nipples, sucking them gently as his fingers undo her jeans. Fred moans, eyes shut tight, this shy, awkward girl forgetting about everything and just losing herself in the pleasure of it all. She didn't know what it was, but with Gunn, she always felt so safe, able to relax, he was such a simple and kind, loving guy it was easy to, to smile, around him. And now he was really making her smile.
Gunn moves lower and lower, kissing her bellybutton, tugging her jeans down her legs, then rubbing his fingertips back up them again, his mouth passing over her panties, she can feel his warm breath breathing on her. Fred twitches, feeling herself getting wetter, feels so good, she could never let loose like this before, it felt so good, so nice, so.... "Oh!" she gasps. Gunn slipped a finger inside her panties, flicking it over her clit. He pulls her panties down slightly, his tongue sliding down between her slit, making Fred squirm beneath him. He reaches her hole, thrusts his tongue inside, and she stops moving, head thrown back in pleasure as she lets out a long sigh, her hands clenching the sheets. "Oh Charles!"
The heat from her pussy, her scent, the taste of her wetness, drives Gunn crazy as he darts his tongue in and out of her rapidly, tongue-fucking her as she squeezes her thighs around his head. "Oh! Oh! Oh! Yes!" is all Fred can say right now.
Angel is stroking hard, hard and fast, listening to them is driving him crazy, he needs to feel that sweet release, it's been so long, he wants to smell her, feel her, taste her. As he pumps himself again and again, listening to every moan, every breath, the slick wet sounds of Fred and Gunn making love above him, his mind wanders to fill in what he can't see. It's him instead, his naked body on hers, no...on Buffy. Suddenly images of Buffy pour into Angel's mind, her blonde hair, those eyes that could look so happy or so haunted, her slim, strong body, the way they use to hold eachother, kiss eachother, her skin on his, when he took her, had her, pumping inside her for the first time as she let go of herself and allowed the Slayer in her to let the girl in her be dominated, taken.... Angel is stroking so hard, so fast, beads of sweat covering his body as he grips himself tight, his hand moving pumping rapidly it hurts, but the thought of Buffy drives him to pump faster, the moans of Fred making him moan louder.
Fred's body shivers slightly as Gunn savors the sweet scent of her innocence. She is on fire, sweet nectar seeping from her hole as he sucks on her pussy lips. Her clit is throbbing and a series of sighs and moans escape Fred's lips. Her body cries out for more. His tongue rapidly darts in and out, in and out. Her pelvis thrusts hard against his face trying to drive his tongue deeper into her sweet young tender pussy. Fred's hands grasp the back of Gunn's head, she's tossing from side to side moaning loudly, her head drawn back, eyes shut tight, beads of sweat forming on her brow.
Angel rolls over onto his knees, holding the bed with one hand, himself with his other. Such sweet torture. He keeps going and going, throbbing, hard and thick. Oh how he wishes he could plunge himself into the warm flesh of Buffy, or even Fred... or Cordy, his Cordy, what a woman she was now, oh how he wish she was his Cordy...
Gunn is kissing every inch of Fred, taking her arms and stretching them over her head, his face nuzzling between her breasts, licking, kissing, as he pushes his boxers off and moves her hips and moves himself over her. Fred looks into Gunn's face, biting her lip, she opens her legs. For him.
Gunn smiles at her, touches one breast, fondles it, kneading it gently, as he rubs his hard cock up and down her wet pussy, brushing across her hole, teasing her, but he wants to be inside her so bad. Fred digs her nails into Gunn's shoulders and pulls him down hard onto her. The mousy girl is gone and she unleashes the passion inside her, the need she's always kept bottled up.
Gunn thrusts inside her, she's so tight, forcing himself in her all the way. "Ohhhhhhhhh my GOD!" Fred gasps as he fills her, stretchingher tight, dripping pussy as he starts to move in her, slowly at first, picking up speed as his hips rock steadily, pumping, pumping in and out of this small, beautiful girl.
Fred pants and moans with every thrust, her fingernails digging into Gunn's back, making him pump even harder, faster. Moaning louder, "Yeeaaah, Yeeaaah, ahhhhh yeaaaah... uuhhhh... oooohh... uhhhhh... yea... yea..awwww...yeaaa....." she's repeating again, and again, as he thrusts in, and in, deeper, harder, kissing her face, sucking on her neck, ramming his hips as he rams up in her, she's lifting her hips to meet his, bucking, bodies shaking, rocking, fucking so intense, moaning so loud, Fred cries out, they both not knowing or caring about anyone who might hear them....
and he hears it all, unable to keep their noises out as he strokes himself again and again, laying on the floor now, one knee raised up, his head turned to the side, eyes shut tight, one hand clawing at the floorboards as he hammers away at himself, throbbing, aching, hurting, wanting, needing.
Gunn suddenly picks Fred up and pushes her back against the wall, his arms under her legs that are wrapped around him. He fucks her hard against the wall, slamming up into her, pounding faster, deeper, banging against the wall as she holds him tight, screaming now, body covered in sweat, wet and slick, feeling so weak, but so good, Gunn pumping, pounding up in her, again, and again and again, so close, they're both so close, he's fucking her harder then they've both ever been fucked before, can't hold back any longer, he erupts inside her, cum spraying, filling her up, squirting deep, again and again, Gunn shouting, knees weak, Fred cumming, her pussy squeezing his tight cock, squeezing out every drop of his cum as she cums with him, soaking his cock, dripping down his balls and legs, engulfing them both with the warmth of their juices. They sink to the bed, Gunn holding Fred tight, moaning, panting, she can't move, so weak, quivers flowing through her body. Breathing hard, soaked, satisfied, for now...
Angel throws his head back and screams as he cums, spraying all over himself, soaking his hand, his cock, his whole body shuddering with pleasure and pain. Release, but its not sweet release, its agony, its torture, its despair. He can hear Gunn and Fred sighing, their breaths slowing, knowing they're holding eachother. And he's alone. In the dark.