Disclaimers; The fine folks at Mutant Enemy (GRR, ARGH) own them.  I’m just having a little fun with them.

Author’s note; Long story short; Mad-Hamlet received a challenge for a Buffy/Willow fluff piece, and he recruited Shyfox and myself to assist.  And so was born the “On Occasion” series.  The storyline takes place during Season Three.  Each of us will write separate chapters, more or less self-contained.

Rating; NC-17.  Deals with two young women getting it on.  You have been warned.

Pairing; Buffy and Willow

Spoilers; “Anne”, “Dead Man’s Party”, “Faith Hope and Trick”

Archives; Uh, check with Mad-Hamlet and Shyfox first.  It’s a joint effort.

Summary; What should have happened after “Dead Man’s Party”

On Occasion; At a Slumber Party

By Kirayoshi

So she called home to say she'd be late
He said, he worried but now he feels safe
I'm glad you’re with your girlfriend
Tell her "Hi" for me

So I looked at you, you had guilt in your eyes
But it only lasted a little while
And then I felt your hand upon my knee

And we laughed at the world
They can have their diamonds
And we'll have our pearls
I kissed a girl

I kissed a girl, her lips were sweet.
She was just like kissing me
I kissed a girl, won't change the world
But I'm so glad
I kissed a girl

—Jill Sobule
“I Kissed A Girl”


One of the few great pleasures in my hectic life was sipping on a mocha at the Espresso Pump listening to my best friend babbling.

Oh God this felt so right.  I was back in Sunnydale, back with my mom, my friends, Willow.  I didn’t know what was going to happen next, but as long as I had Willow at my side, I knew I could handle anything that life on the Hellmouth threw at me.

“I mean, I'm not a full-fledged witch,” she was explaining.  “That takes years. I just did a couple pagan blessings and...a teeny glamour to hide a zit.”

“Does it scare you?”

“It has. I tried to communicate with the spirit world, and I so wasn't ready for that. It's like being pulled apart inside. Plus I blew the power for our whole block. Big scare.”  I could her voice fade the way it did when she was nervous.

“I wish I could've been there with you,” I assured her.

“Me, too. I really freaked out.”

“I am sorry,” I repeated again.  Oh my dear Willow, I am so sorry, so sorry that I haven’t been the best friend you so richly deserve.  I resolved to correct that shortcoming of mine immediately.  Starting tonight.

“It's okay. I understand you having to bail. I can forgive that. Mm, I have to make allowances for what you're going through a-and be a grownup about it.”  I noticed the slightly smug look on her face.  She knew that I saw it, too.  Having a little fun at the Slayer’s expense, are we?

“You're really enjoying this whole moral superiority thing, aren't you?”

“It's like a drug!”  Oh, yes, give me that sweet smile, Willow.

But don’t expect me to give up without a fight.  “Fine! Okay. I'm the bad. I can take my lumps... for a while.”

“All right. I'll stop giving you a hard time.” Yeah, right!  “Runaway.”


Willow just giggled at me.  “I'm sorry! Quitter.”

I can play that game too.  “Whiner.”





“Bad seed.”



“Slumber party.”

Willow was about to say something back at me, but stopped.  She looked at me for a second, then said, “I don’t get it.  What kind of put-down was that?”

“That wasn’t a put-down, Wills,” I answered.  “It was an invite.  Mom’s stuck doing the inventory thing at the gallery on Friday, so she won’t be back ‘till midnight.  If you’re not doing anything with Oz, ya wanna crash with me?”

Willow turned on that one-thousand-watt smile of hers.  “I’d love to.  Count me in, and I’ll bring the microwave popcorn.”

* * * * *

“—So Mom hands Snyder the letter from the school board, ordering him to reverse my expulsion, and suddenly he looks like all the air’s been let out of his face.”  Willow rocked on her hips, laughing loudly.  “No, wait, I haven’t gotten to the good part yet.  I’m being calm about it, commenting how the entire school board voted to reverse his decision, and Mom gives me this look, so I shut up.  The she looks at Snydeman and says, very calm, very sweet; ‘I think what my daughter is trying to say is –Nyeah, nyeah, nah nyeah, nyeah!’ ”

That sets her over the edge, giggling uncontrollably, which sets me off giggling as well.  She was wearing her cow pajamas, while I had my sushi PJs, and we were chatting about everything and nothing, scarfing popcorn, listening to our favorite CDs and watching Forrest Gump for the umpteenth time.  Just being with her, laughing with her, this is what I missed.  Oh yes, hello, my old life, how I missed you.

“Well, anyway, Buffy,” she said once she was able to control her laughter, “it’s good to have you back.  I missed having you in class.”

“Yeah, me too.”  I sat looking at her silently, gauging her face as she looked at me.  It was as though I was looking at her for the first time, and she was the most beautiful person I ever knew.  No other way to put it.  She was beautiful, inside and out.

“So,” she asked quietly, her voice nearly a whisper.  “How was Los Angeles?”

I lowered my head, unable to face her.  “Dark.  Like Sunnydale, only bigger.”  I took a swig of diet Coke for courage.  “A lot bigger.  All I wanted was to not be who I was.  I changed my name to ‘Anne’, took a job at a diner, got an efficiency apartment and tried to forget myself.  But it didn’t work out.  Some demons were kidnapping homeless people and enslaving them.  I got involved with the demons and kicked their collective butts.”

“Go Buffy, go Buffy,” Willow chanted, “go, go, go Buffy!”

“Thanks,” I managed to smile for her benefit.  “I guess it was that set-up that made me realize that I can’t run away from who I am.  I’m the Slayer.  That’s part of the baggage, and I’m stuck with it.  For life.”  I turned my face away from her.  I didn’t want to see the hurt I knew was in her eyes.

I could feel her fingers on my face as she gently turned my head to look back at her.  “Don’t forget, Buffy,” she soothed, her voice pure velvet, “you’re stuck with me for life also.”

I had to smile at her words.  “Best fate I can imagine,” I answered.

Willow’s smile slowly morphed into a slight smirk.  “Glad you think so,” she started, grinning wickedly, “freak.”

I raised my eyebrows.  So we were back to that, were we?  “Nerd.”



“Butch.”  That one was odd.  What was she saying?

“Femme.”  Two can play at that game.

“Them’s fighting words, Slayer,” she challenged, and for a second, I could see a flash of … of something, a strange new fire in her eyes.  I liked that fire.

I wanted to see more.  “What are ya gonna do about it, Willow?”

She answered with a pillow, expertly launched, square in the face.  Hard enough to scatter a few feathers across my room, and even get one stuck in my mouth.  Once my eyes opened from the impact of her missile, a laughing Willow, an evil gleam in her eyes, greeted my vision.

“Of course you know,” I replied, grabbing my pillow, “this means war!”  And the battle was joined.  I connected to the side of her head, knocking her on her side, but she recouped quickly.  Soon, feathers were flying and we were throwing pillows furiously and giggling mercilessly.

Suddenly, she leapt at me, knocking me flat on my back, pinning my shoulders with her hands.  Hands that were suddenly stronger than I ever thought possible.  Or was it that I didn’t want to fight her off?

“I got you now, Slayer,” she growled at me, “What are you gonna do now?”

Her face was flush with victory, with triumph, and possibly with something else.  Passion?  What made me think that?  What made me look at her through different eyes?

What made me do what I did next?

I tilted my head to the side, leaned upward and kissed her.

Not too hard, but more than just a friendly peck on the cheek.  I kissed her. 

I was kissing her. 

I was kissing Willow. 

On the mouth.

And it didn’t seem odd.

And she wasn’t pulling away in shock.

Not for the first ten seconds, at least.  Then she lifted her head away from mine, and I unintentionally followed, only wanting to prolong the contact.  She shook me off, and I found myself gasping for air.  Must have been longer than I thought if I was winded.  I saw Willow breathing a little heavier than usual, she must have had to catch her breath.

Oh God let that be it.  Don’t let it be anything more.

“Uh, Buffy?” she whispered, a confused expression playing at her brow.  “Did you, uh, just kiss me?”

I wanted to back away, but her hands were still pinning my shoulders.  “Uh, sorta, kinda, yeah.”  I looked at her, desperate for some sign that everything was good with her, that I hadn’t blown our friendship away.

Her lips stretched almost imperceptibly.  Was that a smile?  Dear God let it have been a smile.  They stretched a little more.  Yes!  It was a smile.  Thank God!  “How was I?”

I smiled back, relieved that she still wanted to speak to me, that she wasn’t too embarrassed.  “Not bad.  I mean, soft, sweet, was that cherry lipgloss?”

“Strawberry,” she answered. 

“Oh, right.  Strawberry.”  Oh yeah, gotta love strawberry.  “Uh, How about me?  Was I any good?”

“Hmm…” she started, her adorable lips pursed in thought.  “Ya gotta remember I haven’t had much experience, I mean, so far it’s just been Oz, and he’s good, no problem with kissage there, but you’re good too.  Real good.”  She moved her face just a hair closer to mine, her voice becoming a soft, throaty whisper.  “Real, real good.  Of course—” she stalled slightly, “uh, I may need to test that again.  That is, if you don’t mind.”

Did Willow just ask me to kiss her again?  Ogod, she did.  And her face is leaning in even closer.  She’s gonna kiss me again.  And I want her too.  “Uh, no, no minding here.”  I managed to say before her lips brushed mine again.  They strayed against mine, a faint taste of strawberry teasing my mouth.  I must have opened my mouth slightly, to taste her lips, because I could feel something against my tongue.  Her tongue.  Oh my God, we were French kissing!  I was Frenching Willow!

“We should stop,” I pushed her away, as gently as I could.  “This is getting intense.”

“You’re right,” she panted.  Oh God, I was making Willow pant!  “New territory here.  Definitely not normal ‘best-friends’ behavior going on here.”

“We could end up hurting each other.”

“Not to mention the others.”

“Yeah, Oz.  Don’t want to hurt Oz.”

“No, hurting Oz not a good thing.”

“So we should stop.”

“Yeah, stopping is good.”

Silence.  I looked into her eyes.  Her perfect green eyes.

“Willow, I don’t want to stop.”

“Me neither,” she lowered herself onto me, and we kissed.  For real.

I could feel her hands lift from my shoulders and feel their way around my back.  Sounded good, so I experimented with a similar move.  I felt her lean into my arms, so I figured I was doing something right.  I motioned to her to rise slightly, and managed to lift us both into a sitting position, our lips never losing that sweet connection.  Her tongue danced against mine as we explored each others mouths. 

A small part of me was screaming out, “This is wrong!  She’s your best friend!”  And I knew that this was gonna have consequences down the road.  After all, most of your name brand religions pretty much dismissed what we were doing as a heinous sin.  But holding her against me, kissing her and being kissed by her, it wasn’t just pleasurable.  There was a rightness to it.  A sense of belonging, a bond that had always existed between us.  Like soulmates.

Were we soulmates?

When your best friend’s hands are suddenly preoccupied with unbuttoning your pajama top, deep philosophical questions are not the right thing to have in mind.  Especially when your own hands are trying to do likewise to her.  I backed off, and she pouted.  “Easy, Willow,” I smiled at her.  “I just want to take a look at the package.”  I managed to get the last button undone, and felt a strange heat rise within me as she shimmied her top off.  White lace bra.  How did I know that she’d go for white lace?  Simple, elegant, and sexy as hell.  And how’s this for convenience, the clasp’s in the front.

I moved my hands toward the clasp, watching her eyes to make sure that she’d welcome my advances.  She nodded, her breath catching in her throat.  I undid the clasp, and saw the bra pop open, revealing two small but pert breasts, round as tangerines, tipped with the most incredible red nipples.

“Willow,” I whispered, “Cordy was an fool for ever making you think that you weren’t beautiful.”

I could see my Willow’s face redden to match her hair.  “You think so?”

“I know so,” I affirmed.  I noticed at this time that my top was open, so I stripped it off and threw it in the general direction of my chest of drawers.  I then reached around my back and unclasped my bra, tossing it onto the pile with my top.  “Might as well be even.”

Willow leaned back to better appraise my figure, and I turned slightly, showing myself off.  “See anything you like?”

“Oh, Buffy,” she said sadly.  “I wish I had your body.”

It hurt me to see her like this, doubting her own self-worth, cursing her image, her looks, her beauty.  I scooped her in my arms, and kissed her brow, the space between her eyes, her nose, that little cupid’s bow under her nose, and her lips.  “Tonight,” I promised her, “you do.”

She leaned her body against mine.  Her nipples rubbed against my breasts, making them stand out, and I was suddenly aware of a growing heat between my legs.  “That is,” I amended my statement, “if I can have your body as well.”

She smiled a wicked smile at me, before leaning in for a more passionate kiss.  “Deal,” she said against my mouth.  She squirmed against my body, making me hotter with each fleeting contact.  Oh God, I wanted this.

Suddenly she stopped, and sagged into me.  “What do we do now, Buffy?”  I tried to mask the sudden fear that emerged within me, the fear that I had somehow done irrevocable damage to our friendship.  She smiled at me, and added, “I mean literally, Buffy.  What do we do now?  I mean, kissing’s great, no problem, but what do we do after that?”

I warmed to her words.  Hell, I was hot for her.  “What do you want to do?”

“I want to touch you.”

I could feel my pulse quicken.  We were at the threshold now; whatever happened tonight, nothing would ever be the same.  I swallowed hard, then said, “Then touch me.”

I could feel her fingers, slowly, almost hesitantly, making gentle contact with my chest.  A first clumsy grope, kinda like a typical third date.  But her hands were so much softer than any guy’s hands.  And she didn’t grab them.  Slowly, oh so slowly, her fingers traced the curve of my breasts, the outline of my nipples, while her thumb was teasing the tips, making them harden with arousal.

No way I was gonna let her do this without giving her what she gave me.  I touched the skin just underneath her breasts, feeling her arch her back at my touch.  Taking the initiative, I caressed her as she was caressing me, slowly and gently.  All the while, our lips were fused together, our tongues playing gently, languidly tasting each other.

Her hands spread a magic fire through my nerves, heightening each touch, each sensation, ten, twenty, a hundred times over.  Her left hand was tweaking the nipple slightly, each pinch and nip just adding fuel to my fire.  Feeling wicked, I decided to push this envelope further.  I trailed my right hand just under her breasts, down her ribcage, slowly feeling every square inch of skin on her taut little body.  Feeling my way down, I found myself suddenly encountering the barrier of flannel and elastic at her pajamas.  Gently, oh so gently, didn’t want to spook her, I slid my hand under the waistband.

She almost jumped out of her skin at the contact, and broke off the kiss.  “Uh, Buffy,” she asked tentatively, “what are you doing?”

“Relax, Wills,” I assured her.  “Just tell me if you’re uncomfortable with what I’m doing.  If you don’t want to do this, I’ll stop, no questions asked.”

She looked into my eyes, searching for the truth in my words.  Satisfied that I was being square with her, her face relaxed visibly.  I still had to be sure.  “Is this okay, honey?  Is this what you want?”

Willow closed her eyes, a lustful grin on her face.  “Oh yes,” she breathed.  “This is so what I want.”  I didn’t need any more encouragement.  My hand seemed to have a mind of its own as it reached under her pajamas, and started to finger her soft cotton panties.  I wanted to take things slow, to keep from panicking her, so I trailed my fingers around the inside of her thighs.  She hissed as I touched her there, which I took as a good sign.  I cupped the crotch of her panties, feeling her dampness through the cotton. 

“Oh my,” I purred in her ear, “my little witch is excited.”

“Oh yeah,” she groaned.

“This is turning you on, isn’t it?”

“Oh yeah,” she admitted, her voice revealing her arousal.  All husky and breathy.  “How about you?”

“Me?  Turned on?  Hell yeah,” I confessed gladly.  God I wasn’t this ready for it since that time with Angel.  And the fact that Willow wasn’t in any danger of turning evil after the fact somehow made it easier for me.

“Can I…” she hesitated.  I turned her head toward me with my free hand.

“Can you what, Wills?”

“Can I… touch you?”

“Touch me where, Wills?” I teased her.  I wanted her to say it.

“Where you’re touching me,” she groaned impatiently. “Between your legs.”

“Go for it,” I relented.  I was too impatient to feel her hands on me.  I could feel the heat and wetness between my legs, and needed release. 

Willow flashed me an elfin grin, and guided her hand toward my wetness.  She was taking it slow, the little minx.  I coaxed her on, slipping a finger past the elastic in her panties.  My finger nestled in the tuft of hair just over her vagina, tickling her at her most vulnerable spot.  “Oooh,” she cooed. “Don’t tease me, Buffy.”

“Look who’s talking,” I growled.  “You’ve got me on the edge, girl.”

“Am I doing this right?” she asked me.

“Ohhhh!” I groaned as she stroked me through my panties.  “You’re doing something right, babe.”  She smiled, and slipped her hand under my panties, fingering the folds of my vagina.

Oh God, this was unreal!  Two weeks ago, I despaired at ever seeing her again, now she was in my arms, doing things to me that no one had ever done before.  Not even Angel.  No, I decided, this was the most erotic experience of my life.  Her hand in my vagina, my fingers in her pussy, our tongues deep in each other’s mouths---

A few more minutes like this and I was over the edge, awash in the most incredible orgasm ever.  Judging from the cries of joy next to me, Willow was right behind me, her hand still dancing over my center as she crested. 

My bones felt like liquid.  I was virtually unable to move, nor did I want to, with Willow’s body pressed up against mine.  As I moved blissfully through the afterglow, I looked at my Willow’s face, her features in a canary-swallowing expression.

“Hello, Willow,” I smiled lazily.

“Hello yourself,” she answered.

“That was—” I paused, searching for the right word, “indescribable.”

“Oh man, you got that right,” she said back.  “No regrets?”

I paused.  She was a little afraid of what was gonna happen next.  Her and me both.  “I don’t regret a thing, Wills.  You?”

“No,” she smiled at me, and I let out a sigh of relief at her words.  “So, what happens next?”

“I’m thinking sleep,” I said, stretching my arms around her back, letting the embrace deepen.

“No, I mean between us.”

I feared those words, but I knew that it had to be dealt with.  “Willow,” I answered as plainly as I knew how, “I never want to be anything less than your best friend.  What happened tonight, it was special beyond anything I’ve ever known.  It could be a one-time thing, or the beginning of something bigger.”

“Do you want it to be something bigger?” Willow asked me.  “I mean, Oz and all, but still—“

I silenced her with a finger to her lips.  “Willow, I’ll be honest.  I had no idea that I could feel that way for you.  But I do.  I want to see where this goes, okay?  I just don’t want to endanger what we already have, even if we could have something greater.  But whatever else happens, I will always love you, Willow.  Am I making any sense here?”

“Sounds clear to me,” she said.  “You want to go slow.  That works for me too.”  She held up her right hand, her pinky extended.  I knew what she wanted to do, and held my hand out like hers.  She linked her little finger with mine, and said, “I, Willow Rosenberg, do hereby pinky swear that I will always be Buffy Summer’s best friend, no matter what else we become.”

“And I, Buffy Summers,” I swore with her, “do hereby pinky swear that I will be Willow’s best friend.  Especially as we try to become more.”  As I spoke the words, I knew that we had made a promise as binding as a wedding vow.  One that we were both determined to keep.

This was going to be an interesting ride.

We connected our pinkies once more, then kissed again.

Love the taste of strawberries.


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