*****

Buffy knocked on Willows front door, jumping up and down slightly due to the cold. She was quite excited, she and Willow had never had a real girl's night in before, it was always the three of them. The door opened as Willow quickly ushered Buffy in and slammed the door behind her, shutting out the cold.

"I brought the ice cream, videos and some clothes, we can do a little swop", said Buffy, removing her coat, to reveal a tight light blue top, where the cleavage was easily visible.

"Arrgh", thought Willow. "I can't be wearing something like that?"

Buffy was also wearing a tight black leather skirts and knee high boots, really showing off her amazing figure.

"Bring them through here, ice-cream in the fridge, videos in the front", instructed Willow, pointing in all directions.

"What shall we do first, not the ice cream, I am way to cold", asked Buffy. "Lets go and trade some clothes, get comfortable before we do anything else."

"Okay", replied Willow, moving off up the stairs.

Willow and Buffy made their way up to Willow's room. They entered, and Buffy had a quick look around. It was a typical computer 'nerds' room. Computer in one corner, text books in another, all magically clean.

"What shall we put on", asked Willow, excited at playing dress up in Buffy's amazing clothes.

"I have just the number for you Willow", came the reply, as Buffy delved deep to remove a stunning one piece, low cut black dress.

"I can't wear that", shrieked Willow. "It's much to tight and revealing."

"All the better. Go on, get undressed and try it on."

"NOW?"

"Theirs no one hear except me", said Buffy, a sly little glint in her eye.

Willow stared to remove here top, slowly at first but when she got comfortable, she moved a little quicker and swiftly took off her skirt and tights.

Buffy just stared. She had never thought that Willow could have had such an amazing body as the one that stood in front of her now, half naked. She eyed down her body. The way her hair gently touched the start of her breasts, which were amazingly perky, with her little erect nipples just on show. Her stomach was gorgeously soft and smooth, moving down to little white panties, just letting through the sight of her mound.

Willow saw this little attention, and quickly turned around, to put on the dress Buffy had given her. She suddenly felt Buffy slowly stroking her hair with her fingers, and jumped a little, but not enough for Buffy to stop. She stood still as ever so gently, Buffy started to tickle her ear with her lips.

"I can stop if you want", whispered Buffy into her tingling ear.

Willow couldn't reply, but for some reason, she shook here head, willing Buffy to continue. She couldn't believe she was doing this?

"Good", came Buffy's response. Buffy's tongue moved down to her neck, as she planted little butterfly kisses just under her ear. Buffy was getting hot, and moved her hand onto Willow's little breasts, felling the nipples underneath. With her other hand, she unclipped the bra, letting it fall to the floor.

Willow was quivering slightly. She couldn't believe this was happening, but she wanted Buffy to touch her all over. She moved her hands behind and stared to stoke Buffy's ass.

Buffy's hands were now firmly on Willow's tits, as she played with her nipples, pinching them and pulling on them. Willow moaned slightly, and Buffy took this as a sign, moving her hand down, into Willow's panties, feeling the hair underneath. She circled her finger around Willow's soft, wet opening, gently dipping in and out.

"Get in me", moaned Willow. "Make me cum Buffy."

Buffy could not believe what she was hearing, timid little Willow talking like that. She plunged a finger into Willow's tight pussy, following it with another and another. She found Willow's hard little clit, stroking it harder and harder each time. Willow was moaning louder and louder, as her hands unzipped Buffy's dress, letting the skirt drop, to reveal Buffy's tight ass. She stared to moan even louder, nearing her orgasm, as Buffy felt her juices flowing. Willow quickly grabbed Buffy's hand forcing her fingers deeper and harder in to her, as she came, screaming.

Buffy felt Willow's body seize, held by the power of her orgasm. Then letting out a sigh, as it receded. Buffy was really hot now, and she turned Willow round. Willow plunged for Buffy's mouth sliding her tongue in deep. Buffy quickly returned the kiss, as they wrestled with each other's tongues. Buffy stepped back, admiring Willow's body, as Willow looked at her ravenous.

Buffy undid her top, revealing her amazing breasts.

"Come and play, Willow", she said. "And play hard?"

*****
Part 2:

Willow shot forward, wrapping her mouth around Buffy's hard, erect nipples, circling them with her tongue. Buffy held onto the back of Willow's head moaning slightly as her tongue tickled her nipples. With her free hands, Willow slid Buffy's panties down, revealing her beautiful tight pussy. She started to move down, planting kisses down Buffy's stomach, until she could feel Buffy's hair at her chin. Willow stared to lick Buffy's opening, tasting her juices as Buffy felt her own breasts. Buffy moved back slightly, and lay down on Willow's bed, opening her legs, inviting Willow's tongue to enter, as she squeezed her tits together, giggling slightly.

"Lick me till I cum baby", she begged. "I want to feel your tongue in me."

Willow moved forward and got down onto her knees, and started to slide her tongue into Buffy's hot opening. She found her hard clit and started to slide her tongue over and around it, making Buffy squirm underneath. Willow started to suck on her clit, gently touching it with her tongue.

"I want to cum, Willow, suck harder", cried Buffy.

Willow couldn't help but oblige. She sucked harder and harder, letting her tongue play rougher with her clit. Buffy was moaning louder now, turning it into a squeal, as Willow could feel her juices flow. Buffy was rocking as she came, holding onto the back of willows head, not letting go until she had finished. Willow could feel Buffy's orgasm, as she shot her juices into her mouth. Willow loved the taste, licking even when Buffy was still to clean her up.

Buffy was spent, she was lying breathless on the bed. "You are fucking amazing Willow," she breathed. "Have you done this before?"

"No", she replied, a little shy now that the action had stopped. "But, err.., I hope we can do it again."

"That is a certainty, I am not missing out on this"

Willow started to dress, finally slipping on the dress Buffy had shown her. Buffy also got dressed, minus any underwear Willow noticed. They slipped down stairs and sat in front of the T.V, Willow's head resting on Buffy's lap. She could smell Buffy, and that was defiantly a smell she liked.

"I really like these ladies night", she thought. "Maybe next time we should invite Cordelia to?"

~end~