Spike knew without a soul Angelus liked all sorts of erotic fun in bed. Drusilla would try to teach him to do what Angelus would, but he defiantly refused to be Angelus. Now, though, all souled up, Angel was tamed. Not vanilla, but obviously a little uncomfortable with the idea of a threesome.

Spike could see Willow wasn't much better. He knew he'd have to lead them until they lost themselves a little. They were too tense, too tightly wound. He'd have to loosen them.

As they moved into the bedroom, Spike asked, "Ready to get this menage a trois on the road?"

"Actually," Willow said nervously, "a ménage à trois is when a married couple takes on a lover."

Spike chuckled. "Now now, I think I should put your mouth to better use than correcting me."

Angel shifted. He didn't know what to do. He hadn't been with multiple lovers in over a century, and his memory wasn't very detailed.

Spike pushed Willow's jacket off, leaning down to tease his lips over her neck.

Angel tried to keep from growling. This seemed more like he gave Spike permission to cheat, than the three of them doing anything.

Spike deftly unbuttoned her blouse and let it drop to the floor with her jacket. Since Angel wasn't joining in, Spike guided Willow to lay on the bed, and turned towards his mate.

Angel was relieved that Spike left Willow. He moaned as Spike traced the mating mark on his neck, with his tongue.

Spike pushed Angel's sweats off, and pulled him to the bed, pushing him on it beside Willow.

"Come on now, you two, I don't have to do all the work, do I?" The two fidgeted nervously and Spike rolled his eyes. "I s'pose I do."

Spike put one knee on the mattress, followed by another. These two could have so much fun, he just had to release them from their hesitancy. He stoked down Angel's naked chest, down to his weeping erection. He gripped the hard flesh and pumped his shaft a few times.

While caressing Angel, he made short work of Willow's skirt, bra and panties. Spike was nothing if not a multitasker.

Willow writhed as Spike's skilled hand teased her breasts and traveled down her body to her aching mound.

All at once Spike pulled away from the two, sitting back on his heels. He wanted them to play, and he hoped revving them up without pay off would make them desperate enough to join the game.

Angel and Willow groaned at the loss, and stared bleary eyed at Spike.

"You two entertain each other, I need to strip out of my sweats."

He got off the bed, slowly untying his pants, trying to waste time so the two would get the point and do something. Anything. They acted as though there were only two people in the room, and one of them was Spike.

Angel blinked and glared at his lover. He wasn't comfortable with the threesome in the first place.

Willow nervously looked around. One man was one thing, but two at once was something she had ever tried. She didn't know what to do.

Spike rolled his eyes and stepped out of his pants and kneeled back on the bed. These two wouldn't do anything unless he led them to it.

"Red, up on your knees, Angel you too." Spike waited patiently for them to do as asked. He brought Willow over to himself until her soft breasts pressed against his hard chest. He dipped his head, capturing her lips in a kiss.

Angel thus far found that he did little more than watch Willow and Spike kiss and fondle each other. He moved forward when Spike beckoned him.

Spike turned Willow around and motioned for Angel to take over. He did. Smart bloke.

Spike took it on himself to prepare his two bed buddies. He grabbed the bottle of lube, though he hadn't decided who to use it on. He dipped his fingers into Willow, pleased to find her sopping wet. He drew Angel's ear into his mouth and the two touched each other and kissed fervently.

"Angel, I want you in me. Will you do that? I want to feel you inside."

Angel moaned and nodded. Spike had an amazing effect on his libido.

Spike kissed the tender spot behind Willow's ear. "God, Red, I want you to ride me. Will you, Willow? Ride me into the bed as Angel screws me."

Willow whimpered and nodded.

Spike told Angel to get off the bed, and he positioned himself so Angel could easily shag him, his bum at the edge of the bed. He had Willow climb on top of him. She was dripping wet, and more than ready to go. He put his hands on her hips and coaxed her down. He hissed when her hot, tight body took him in inch by inch. He was panting by the time she was full seated on his shaft.

As Willow slowly starting to move on Spike's length, Angel prepared Spike, pumping in two fingers in time with Willow's movements.

Spike moaned. He was surprised he didn't explode right then. His eyes widened and he nearly shot his loud when Angel entered him. He had forgotten how amazing it felt to have two people deriving pleasure from him at once. He closed his eyes as both his lovers found a fast, punishing speed. It was so amazing.

Willow leaned her head back against Angel's chest and he kissed her. His tongue tangled with hers, one hand gripped Spike's narrow hip tightly while the other came around to pinch and kneed her breasts.

Spike opened his eyes to the erotic scene, and had another near-cum experience. He knew he had to speed things up, or he'd never make it. He propped himself up on one elbow and used his free hand to thumb her clit.

With Spike's attention on her clit, and his length, a little bigger than she's used to. Of course she's used to women, but that wasn't the point. Angel's attack on her breasts and mouth, coupled with Spike's attack on everything else sent her spiraling over the edge.

Normally Spike would have waited to see how long it took to make her cum again, but he couldn't wait. There was plenty of time for that later, now he had to release before it killed him. He came hard, and drew Angel into his own orgasm.

The three moved frantically until their orgasms slowed and all three collapsed onto the bed.

Spike purred in contentment as Angel pressed against him on one side, and Willow on the other. He stroked Angel's back, and Willow's side, both of their heads on his chest. He wasn't done with either. Not by a long shot. He planned on showing them what tired really was. But first he needed a second to recover. Then the fun would continue.