Rating: NC-17
Summary: In the aftermath of Willow's "Tabula Rasa" spell, things get wild at the Magic Box.
Pairing: Willow/Giles/Spike
Author Notes: Dedicated to Lovesbitca.
Disclaimer: It's Joss's world - I'm just in love with it.


Spike went back to the Magic Box after they got their memories back, to see if Buffy had gone there when she ran off, and to find out what the fuck had happened to give them all amnesia. But by the time he got there, Buffy had already left with Dawn. Willow was red-eyed and sniffling, and everyone else was mostly not looking at her. So the memory thing had been the witch's handiwork. That figured.

Spike had never seen Tara so angry. He hadn't known she ever got angry, especially where Willow was concerned. "Go a week without using magic? You couldn't even go a day. Violating my mind, again! It's over, Willow. We're over!"

Everyone else tried to pretend they didn't hear every word.

"Tara - " Willow pleaded.

"Leave me alone!" Tara stormed out. Willow stood there wringing her hands.

Bountiful awkward silence. Then: "Let's go home, Xander," Anya said.

"You go on," Giles said, for some reason not looking at Anya. "I want to speak to Willow. I'll lock up."

"Thanks," Anya said, also not looking at him. There sure was a lot of not-looking going around. Ah, that's right, Rupert and Anya had thought they were engaged - and now they were embarrassed. Hell, he'd thought he was Rupert's son - Randy Giles, for god's sake. What could be more embarrassing than that?

Xander and Anya couldn't get out of there quickly enough. Willow looked as if she'd like to follow. "Giles, I really should go home - "

"First we're going to have a talk," he said.

Spike considered tracking down Buffy, but she was probably at home with Dawn. He figured he'd stick around while Rupert told the witch off.

She shook her head. "Please, Giles, can you not read me the riot act right now? I'm sorry for what happened, but I can't think about all that right now. Tara's leaving me."

"Can you blame her?"

Willow flinched. "And now you're going to leave, too. So you won't have to make any more speeches about how I'm messing up with the magicks."

Rupert took off his glasses and cleaned them. He put them on the counter. "Yes, I'm leaving. But right now you're going to listen to what I have to say." He crossed to the front door and locked it.

Spike pulled up a chair and sat. The Watcher had an unhinged gleam in his eye, and Willow looked similarly crazed. Neither of them seemed to remember he was there. This was better than Passions. Well, not really, but it was still amusing.

She sighed. "Really, Giles, I understand that you're mad at me. And I'm sorry about the spell, but it's not as if anything really bad happened."

He turned on her. "Nothing bad happened? I thought I was engaged to Anya, for god's sake. She and I ended up - "

She made a face as if she'd tasted something shockingly bad. "You slept with Anya?"

"No, we didn't sleep together," he sputtered. "But we bloody well might have if the spell hadn't been inadvertently broken. You can't keep playing God with people's lives."

Spike chuckled. "I'd think you'd be thanking the witch, Rupert. You might actually have had a shag for the first time in...how long?"

Giles glanced over at him as if he'd heard a fly buzzing, then returned his burning gaze to Willow. "You have to face up to the fact that you have a problem with magic."

Her eyes flashed. "My problem is everyone telling me what to do!"

He advanced on her, and she backed away. "So your solution is to erase everyone's memories? That makes you no better than Glory was!"

"How can you say that to me?"

He was still coming towards her, backing her against the wall. He loosened his tie. Had he really come so unglued that he was going to hit her? The prospect filled Spike with a momentary glee. Yep, apparently he was still evil.

"I can say it because I care about you. I can say it because I've just been the unwitting victim of one of your spells, and this is going to stop."

"Oh, what are you going to do," she sneered, "lecture me to death?"

They stood there glaring at each other. Then Giles lunged at her - and kissed her hard. Spike's mouth dropped open. He figured the witch would have none of it, would kick him in the balls or possibly turn him into a toad. Instead she threw her arms around his neck and kissed him as though she meant to devour his face. Christ, and they looked down on vampires' eating habits.

About five seconds later, Rupert was humping her. Maybe ten seconds after that, his hand was between her legs. He yanked her jeans and panties down, unzipped, and he was inside her.

Well, well. Spike didn't think old Rupert had it in him. In any case, now he had it in her. "I didn't see that one coming," he said. "Fine lesbian you turned out to be, Will!" Neither of them seemed to hear him, although Spike had been sure the lesbian crack would get a reaction.

They went at it standing for a bit, but the disparity of their heights made it awkward. He pulled out of her and tore off his jacket. Hurriedly he spread it on the ground and pulled her to the floor. He tugged off her jeans and mounted her.

"Didn't peg you for such a slut, Rupert. First you nearly shag Anya, and now this? What, did your 'fiancee' get you all hot and bothered, and now you're working it off in the witch?" Giles barely glanced over his shoulder to see where the noise was coming from, then crushed his mouth against Willow's.

It occurred to Spike that neither of these geniuses had bothered with birth control. Being a vampire was a natural contraceptive, but clearly Little Miss Lesbian had forgotten that sex could have more long-lasting consequences than an orgasm or two. As for Mr. Responsibility here, he was doubtless too ecstatic at his first fuck in probably years to care. What a fine state of affairs it would be if he split town and left her with a bun in the oven.

"Yeah," Willow said through clenched teeth. "Do it...harder..."

"So tight," Giles grunted. "Tight and hot. You've always wanted this, haven't you?"

"Me - how about you? Always leaning over my shoulder when I was at the computer. If you'd gotten any closer, we'd have been making out."

"So you don't want it?" He pulled out of her.

"Give it to me!" She grabbed his cock and guided it back in, and they both moaned.

Spike pulled his chair closer. Even though he didn't much care for either of them, the sorry truth of it was that he hadn't had a shag in quite awhile either. His pants were starting to feel quite tight. And while he was torn between joining in and taking blackmail photos, he had no camera handy.

He shrugged off the idiotic jacket he'd been wearing as a disguise, and removed the vest and bow-tie for good measure. He pressed his hand against his cock through those ridiculous suit trousers, then unzipped.

"I imagine she would be tight," Spike remarked, stroking himself. "Hasn't had a stiff prick inside her since she hooked up with Tara. I don't really feature Tara as the strap-on type."

That got a reaction. "Don't!" Willow said. "Don't talk about her..."

"Sorry, Red. All I meant to say was, must feel nice to have a big hard cock ramming inside you after all this time."

"Does feel good," Willow said. "Feels so good..."

At her breathy voice, Spike's cock jerked and grew bigger. "And just in case you've forgotten, I was a victim of the spell too," he added. "Don't I get to take a poke?"

Both of them looked over at him. Their eyes zeroed in on his prick. "Spike, what are you still doing here?" Giles asked.

"Masturbating. What does it look like I'm doing?"

Both of them did the equivalent of a shrug - as much as anyone can shrug whilst fucking one's brains out - and returned to devouring each other. Spike stroked himself languidly. He didn't want to come too quickly. With any luck, he might get a chance to do more than just watch. Those two weren't exactly standing on ceremony at the moment.

It was difficult to get a good look at the witch, with Rupert covering her. Whatever flesh he could see, mostly her legs, which were wrapped around him, were blushing, the blood hot inside her, just below the surface. He'd wanted on numerous occasions to bite her - but barring that, he'd like to be pounding her the way Rupert was.

Suddenly Giles stopped, poised above her. Then he moved slowly on top of her. "God, I'm inside you, Willow. I never thought..."

"Yes, you're fucking me, Giles. Oh god..."

"You only just figured that out, people?" Spike asked. "What, did you two have another bout of amnesia?"

Willow panted and pushed up against him, grinding her pelvis into him. Spike stopped touching himself, because otherwise he was going to come right then, from the witch moaning, "Giles, you're fucking me...oh god...I'm coming..." Giles pumped inside her until he came with a shout.

He collapsed on top of her, then rolled off. Willow had never looked lovelier, blushing all over, legs open, wearing nothing but that uncharacteristically low-cut blouse of hers. "No," she said. "Don't stop!"

Giles looked at her with bleary disbelief. He lay there breathing heavily for a few moments. Then he looked over at him. "Come here, Spike," he said, in a quiet, restrained tone that made him feel almost timid. Spike stepped out of his pants and walked over until his prick was level with the Watcher's face. Slowly and deliberately, Giles grasped Spike's cock and took it in his mouth.

Spike gasped. "You're...full of surprises...eh, Rupert?"

Willow grinned. "God, you're making me so hot..." Her hand stole between her legs.

In and out, in and out of the hot mouth, twice, three times, four. Giles was good at this. Then out, but not in again. Spike's cock strained towards the hot, delicious mouth. Giles squeezed it, stroked it. Then he beckoned. "Down here."

A bit perplexed, Spike knelt. Giles pulled Spike's cock towards Willow's cunt. Oh, thank god - or, at any rate, thank something. Giles guided him in, and Spike shoved it home. "Yeah," he muttered as he pushed into her, hot and sloppy wet with Rupert's spunk.

"Yes," Willow sighed, "so big."

He started to move inside her. "Bigger than Rupert, I'll wager."

"Hey," the Watcher said. He watched them with glittering eyes.

"You're both awfully big," she murmured matter-of-factly. She turned her head to look at Rupert. "Giles, I need you..."

Rupert leaned down and kissed her at length. He reached into her blouse and caressed her breasts. Then he turned and watched Spike's cock moving in and out of her. He gripped the back of Spike's head and kissed him roughly. He thrust his tongue inside Spike's mouth. Spike's cock leapt inside Willow.

Giles's cock was growing again. It was, Spike had to admit, fairly impressive. Willow seemed to think so too - she reached out and grabbed it. She moved her hand up and down. "Spike, hurry up and finish," Rupert growled.

"Wait your turn," Spike said. "Greedy, aren't you?"

"Just hurry up."

Inconsiderate bastard. Just for that, Spike slowed down. Willow's face was rose pink - all that sweet blood inside. He licked her neck, and she shivered. "Wish I could bite you right now," he whispered.

"Really?" She smiled up at him. "Thanks."

Poor girl, she'd always thought herself not particularly biteable. "Would be like heaven, to sink my teeth into you while I'm inside you." He licked her neck again, and her breath quickened.

"But you're not going to," Giles said sternly.

What a mood breaker he was. "Don't worry, Watcher. Chip, remember?"

"Just you remember."

"What are you gonna do, stake me? Only stake you're interested in right now is the one she's got her little hand wrapped around."

Willow's fingers tightened around his cock, and Giles groaned. Spike fucked her slowly. Her heart raced, her blood beating against her thin skin. Couldn't bite her, or anyone - but he could still do this, could still fuck. It made unlife worth living.

Spike kissed her languorously. Her tongue slid into his mouth. He couldn't help but wonder who it was she was kissing, exactly - him, or Tara, or Rupert (who she seemed to like a whole lot more than Spike ever would have guessed). It didn't take a shrink to figure out that she was doing all this so she wouldn't hurt so much.

Then again, was he really kissing Willow, luscious as she felt? He thought of Buffy, of how amazing it had been when she'd finally deigned to kiss him. But would she ever kiss him again? Oh, fuck that. He reached between them and made circles on Willow's clit. He wasn't going to be outdone by the old geezer - he had to make her come, too.

Sure enough, she began keening and thrashing. Her hand moved faster on Giles's cock - it just figured that Rupert would get the benefit of Spike's hard work. She cried out and clenched around Spike's prick. "Fuck, that's good," he muttered. He threw her legs over his shoulder and fucked her fast and hard. "God - witch - oh, fuck, Slayer..." He came deep inside her. Damn, he hoped they hadn't noticed that last thing he'd said. How pathetic that he couldn't even have an orgasm anymore without Buffy encroaching on him.

He let her legs drop and collapsed on top of her. She wriggled. "No," she whined, "don't stop. Giles..."

"All right, Spike." Giles tugged at his shoulder.

"Jesus Christ, can't a bloke enjoy a postcoital moment in peace?" Spike pulled out and rolled onto his back. Giles climbed on top of her. Spike turned his head to watch. He fucked her brutally, yet they stared into each other's eyes, as if this were a much more romantic occasion than this rather sordid set of circumstances.

He thrust into her again and again, until his movements grew erratic. His eyes and mouth opened wide as he shuddered into her. This time when Rupert lay beside her, Willow didn't ask for another helping.

Spike figured the show was over. He got up and put on his pants. He found his cigarettes and lit one.

Willow had begun to cry. She lay tucked in Rupert's arms. "She's leaving me, she's really leaving me. I should be getting home...maybe I can convince her..." She let out a sob. "Please don't leave me too, Giles..."

"I have to leave, Willow. I'm sorry I can't stay." He kissed her gently. Then they kissed again. It looked like they were on their way to the next round, only this time was clearly going to be a lot soggier, and probably not the sort of thing they'd want company for.

There was something between them after all, something more than just an angry fuck. But they were stupid like Buffy, and they were going to throw it away, as if that were all love was worth. Just as Tara was throwing Willow away. Just as Buffy kept throwing him away. But he wasn't going to let her.

He left them to their murmuring and tears and kisses, and strode off to find the Slayer.

The End
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