It's been four days since Xander has had sex with Cordelia and Harmony, right now though he was currently sitting at his desk in his bedroom trying to do his homework. Only problem was he kept thinking about which girl that he would get to have sex with next. This made it hard for him to get any of his work done. Feeling fed up Xander decided to finish his homework tomorrow as it was a weekend. Putting his books away Xander moved to lay down on his bed when he heard the doorbell ring. Getting up to answer it Xander ran down the stairs and opened the front door.

"Willow! What are you doing here?" Xander asked in surprise at the sight of his best friend.

"Well I came over so that we could hang out a bit," Willow said to him. "Can I come in?"

"Sure come on in and sit down," Xander said as he looked Willow over and couldn't help but get a little hard at the sight of what she was wearing. Noticing that Willow was wearing an almost see through white tee-shirt, Stockings, high heels, and a skirt with no underwear on Xander began to understand why Willow was really here.

"So Xander what were you doing before I came over?" asked Willow.

"Just my homework," Xander replied as he rubbed his hand over Willow's thigh.

"Really," Willow said in disbelief while a tent slowly formed in her skirt.

"Yes really, Now why don't you let me take care of this for you," Xander said as he grabbed a hold of her cock.

"Yes you do that," Willow said in excitement at finally getting to be with Xander. Jumping up off the couch Willow practically dragged him up the stairs to his room. Pushing Xander down onto his bed Willow calmed herself down and asked him, "What do you want to do first?"

"Hmm give me a little dance while you take your clothes off," said Xander as he looked her over.

"Okay Xander," Willow said as she began to move her hips around in a sexy little number. Stepping out of her high heels Willow lifted a leg and pulled down a stocking while showing Xander a peak between her legs. Getting even harder at the sight before himself Xander just sat there and watched as Willow took off her shirt showing off her perky c-cup breasts and rock hard pink nipples. Next Willow grabbed the sides of her skirt and moved her hips from side to side as she slid off her skirt exposing her rock hard nine inch cock.

Mouthwatering at the sight before him Xander got up off of the couch and kneeled before Willow. Reaching out with his left hand Xander grabbed Willow's cock and pulled the forskin back. With the head of Willow's cock exposed Xander kissed it before putting the head into his mouth and sucked on it getting a moan out of her.

"Ah dam it Xander, just suck me off already." Willow said before she grabbed his head and forced her cock down his throat. Thrusting her hips back and forth Willow fucked Xanders face trying to get off as fast as possible. Xander just sat there on his knees in disbelief as his best friend and the shyest person he knew fucked his face and used him as her personal toy. Trying not to choke as Willow shoved her cock In and out of his mouth Xander reached out with his hand and slipped his middle finger into her pussy in order to get Willow off faster.

Moaning out at the sudden intrusion Willow screamed out as she came down Xanders throat making him cough and choke as his mouth filled up with cum. After about half a minute Willow finally finished cumming and slowly pulled her cock out of Xanders mouth. Looking down at Xander Willow couldn't help but giggle at the look on his face. He had a dazed look in his eyes and cum was all over his chin, lips, and cheeks.

"So Xander did you like that?" Willow asked snapping him out of his daze.

"It was good but what happened to that shy girl that I used to hang out with?" Xander asked as he got up off the floor.

"Well I'm still shy but I'm just so happy to finally be with you that I threw my shyness away." Willow said to Xander. "So what now?"

"Now why don't you bend over and let me get a go at your pussy," Xander said while taking off his clothes.

"Okay," Willow said in a small voice before bending over the couch with her ass up in the air.

Lining up his cock with Willow's pussy Xander slowly entered her, After a couple of seconds Xander felt his balls hit Willow's ass cheeks. Pulling back Xander began to thrust in and out of her and began to speed up causing Willow to moan out in pleasure.

"Oh god fuck me harder Xander fuck me harder," Willow moaned out as her best friend fucked her.

Thrusting in and out of Willow's pussy Xander began to thrust harder and harder going as deep as he could. Feeling Willow's pussy tighten around his cock Xander couldn't hold back anymore and with a shout he released all of his cum into her pussy. When Xander came it caused Willow to scream out and orgasm. Catching their breath Xander pulled out of Willow and sat down right next to her.

"That was great Willow," Xander breathed out.

"Yes it was but were not done yet Xander," Willow said to her friend. "Now bend over so I can fuck your ass."

"Alright," Xander said as he got up and bent over raising his ass into the air for Willow.

Moving over to Xander's ass Willow spread his ass cheeks apart and slowly entered him. Moving back and forth Willow slowly fucked Xander as she began to pick up speed. Grabbing his hips for leverage Willow slamed into Xander hitting his prostate and forcing him to cum from his cock.

"My god Willow your killing me here," Xander moaned out as Willow thrusted into him and hit his prostate every time causing him to cum constantly.

"Don't worry I'm almost done just a few more thrusts and I'll cum," Willow said as she continued to thrust into him. moaning out after a couple of minutes Willow came deep into Xander's ass causing him to cum one final time. Pulling out of Xander Willow sat down and pulled him with her making him lay down on her lap.

"Hmmm, that was good Xander we will have to do this again." Willow said while running her hands through his hair.

"Sure now I'm gonna go and take a shower then hit the bed, Are you staying or are you going to go home?" asked Xander.

"I'm going to go home," Willow told him. "So I will see you later."

"Okay Willow I will talk to you later," Xander said as he walked Willow to the front door and waved goodbye as she left. Walking up stairs to the shower Xander thought to himself, "Willow was a great fuck I can't wait to have another go with her."