The Pop In
by RileySlash

Buffy stepped into the lobby of the Hyperion Hotel and stopped. She heard moaning. Low, rumbling, full of feeling moaning. She slipped a stake out of her jacket and gripped it tightly. Who is that? she thought. Man or woman? It sounded like both, but she couldn't be sure. She quietly crept across the lobby to the main office. The office doors were slid shut. The moaning grew faintly louder. Then she heard Angel's, "Ah! Uh-huh." Angel was crying out, but her Slayer sense wasn't tingling. It was Angel groaning, but he didn't seem to be in trouble. She listened at the door. She heard a woman's "Mmm"s and sighing. Was that Cordelia? What the hell was going on? She slid the door open.

Buffy gasped. Angel was leaning against the desk, his trousers unzipped and his huge, hard cock was flopping out. It glistened with the recent wetness of Cordelia's mouth. Cordelia was kneeling in front of him in nothing but her lacy, lavender bra and panties. The two of them had heard the door and snapped their heads in Buffy's direction. She felt the blood rush into her face as she blushed deeply.

"Oh. My. God." Buffy had nothing else to say. But the sight of the two of them was making her a little warm and moist between her thighs. Why? She hated Cordelia, and loved Angel. She should be furious. But she couldn't look away. And she couldn't help but rub her thighs together, trying to create a little friction where she needed it. What was she doing?

Angel was the first to find his voice, while Cordelia casually wiped her mouth and tried not to giggle. "Buffy... I... what are you doing here?" He didn't move to zip up. He wanted Buffy to see them. He wanted her to blush. And he loved it that she couldn't look away. He reveled in watching her squirm, trying to rub her thighs together unnoticed. He could already smell her arousal. Just to keep her attention, he began slowly stroking his cock. He reached out and brushed Cordelia's face with his hand. She smiled at him, smiled at Buffy, and resumed sucking his cock. Her eyes closed, and her moaning was barely audible. Angel's eyelids drooped just slightly.

Buffy's mouth fell open. Not only were they insane enough to do this with no one around, now they were insane enough to do it with her watching! Again, she couldn't look away. She began to throb between her legs. She could feel her panties sticking to her. This had to stop. "I can't believe what I'm seeing. What the hell do you think you're doing?" she said. Her tone was breathy, more like panting.

Angel looked at her for a moment. "You know what we're doing. And I know you want to be part of it." Buffy's eyes grew to the size of saucers. She was shocked, mortified, and again, turned on. She watched Cordelia pumping her head up and down on Angel's dick. Cordy's hand was stroking his balls. And while Buffy watched, Cordy's hand slipped off Angel and down into the lavender panties she was wearing. Her moans grew louder. Buffy looked at Angel, who closed his eyes and stroked Cordy's hair.

"C'mon, baby. Suck me. You know how to make me cum." Angel's grip grew tighter on Cordelia's head. Cordy's hand was moving faster and faster inside her panties. The sucking sounds coming from Angel's cock were almost loud enough to drown out their moaning, and Buffy's whimpering. Angel grabbed Cordy's head with both hands. He lifted his hips off the desk and fucked her mouth. He felt the tingling, tightening of his balls. And then he roared his orgasm, shoving his dick as far into Cordy's mouth as he could. He let her wet warmth surround him. He felt her throat opening and closing as she swallowed his cold cum. Cordy's fingers squeezed her clit twice. She threw back her head and let out a wail as she, too, tumbled into ecstasy. Angel knelt, and the two of them began kissing each other, smashing their mouths together.

Buffy was nailed to the floor. How many times had she performed the same act for Angel? Too many to count. And how many times had she wished she could see the two of them while she sucked Angel? But sucking Angel's cock in front of a mirror wasn't much fun, him being no-reflection guy. But here she was, watching Angel climax into a woman's mouth. And she loved it. Against everything she believed in, she loved it.

Angel stood up and walked over to Buffy. She could barely breathe. His cock was still hanging out of his pants. It wasn't completely limp. His vampire endurance always made for long nights of sucking and licking. Buffy remembered he could go all night. And so could she.

She wanted to run. She wanted to scream. She wanted to be furious. But right now, she couldn't muster any of that. All she could do was lick her lips and stare into Angel's eyes, waiting. He lifted her chin and kissed her softly. "Buffy," he whispered, "I know you want to. Just join us. It's only the three of us."

"But Cordelia," Buffy protested. "I'm not into that."

"You will be for me." He smiled and kissed her again. He reached under her jacket and cupped her right breast through her blouse. His thumb moved back and forth over her nipple. She heard a whimper. Buffy looked past Angel at Cordelia. Cordy was sitting in a chair now, in front of the desk. She was watching Buffy and Angel intently, and softly stroking her bra just where her nipple would be. Buffy gazed at her. She had always been jealous of her long, full figure, those round, beautiful breasts, the slightly sloping hips, that toned, long belly of hers. Suddenly Buffy noticed Cordelia was staring directly at her. The two of them locked eyes. Cordelia said, "Buffy, it's okay. It's just for fun. No one has to know." Suddenly, wondering what Cordelia felt like under that lace was a mystery she wanted to solve.

Those were the magic words for Buffy: No one has to know. Not Giles, not Willow, no one. Buffy looked back at Angel. He smiled again and slipped off her jacket. He began unbuttoning her blouse while she undid his shirt. Their lips met while their fingers flew. This was familiar territory for the two of them. It was easy for them to slip into this intimate setting. Her hands skimmed over his chest as she removed his shirt. His mouth found her neck as he took off her blouse. She grabbed the belt loops of his pants and shoved them down.

He didn't remove her skirt. Instead, he looked into her eyes and placed his hand inside her panties, sliding her skirt up her thighs. He tore her panties from her hips, letting the satin fall to the floor. His fingers found her wetness and slipped inside. She gasped. His mouth captured hers while he slowly fucked her wet pussy with his fingers. His thumb brushed across her throbbing button and she sighed into his lips.

They turned and looked at Cordelia. She was still wearing her panties and bra, and now both of her hands were squeezing her nipples through the lacy fabric. Angel waved her over. He could smell the arousal of both women. He was becoming intoxicated from the scent. Buffy was sweet and light, and Cordelia was musky and heady. He kept his fingers inside Buffy, still stroking her, and swept Cordelia into his other arm. He kissed her hard and she responded. He lifted his hand and unhooked her bra. The slip of fabric fell to the floor and her breasts where on him. He could feel the heat of her fleshy globes pressing his chest. Now Buffy was pressing against him. She was moving her hips in time with his fingers, moaning. He felt both of their breasts smooshing him, reveling in their heat and softness.

He removed his hand from Buffy, and grabbed her ass with one hand. He groped Cordelia's ass with the other. He gave them a small nudge towards each other. Buffy looked at Cordelia and took a deep breath. Cordelia eyed Buffy, excited and wary. The two women leaned in slowly, and kissed, just softly, barely brushing their lips together. Angel squeezed their asses and said, "More."

The women looked at each other. They each could see hidden fires burning in the other's eyes. Cordelia lifted her hand to Buffy's cheek and kissed her again. Her tongue came out to explore Buffy's lips. Buffy opened her mouth and accepted the tongue. Their kiss deepened. Their hearts were racing. They had crossed a line into new sexual territory. The thrill of it all shot directly down into their loins. They needed more, too. They embraced, pressing breasts to breasts. The velvety feeling was almost too much to bear. They sighed into each other's mouths.

Then Cordelia reached under Buffy's skirt and cupped her sex. Buffy jumped at first, then relaxed into the feeling, telling herself, "No one has to know." She opened her legs slightly for Cordelia. Cordy's fingers slipped inside Buffy's hot, wet channel. She began stroking Buffy's walls with her fingers, and circling her nub with her thumb. Buffy's skirt slid further up her thighs.

Then Buffy returned the favor, slipping her fingers into Cordelia's panties. She felt Cordy's hot slickness, then felt Cordy's legs open a little more to give her better access. The two women held each other tightly, rubbing each other's clits. Angel stepped back a moment to admire the picture before him. Each women's hips were grinding against the other woman's hands. Their lips were mashed against each other. And they started crooning softly. Buffy was secretly psyched that she could please Cordelia. And Cordy loved having the Slayer wrapped around her finger, so to speak.

Angle's cock became rigid. He stepped into them, surround both of them with his arms. They had forgotten about this strong, sexy man until he touched them with his cool skin. Buffy felt his cock rubbing her thigh. She broke her kiss with Cordelia and moved her mouth to Angel's. She concentrated on humping Cordelia's hand and kissing Angel. While he kissed Buffy, Angel slid one hand down Cordelia's back to find her back passage.

The two of them had been coupling for a while, enjoying each other's bodies when they needed to. From experience, he knew Cordelia's weaknesses. Without ceremony, he slid a finger into her ass. She cried out. Now Buffy's fingers were fucking her pussy, and Angel was stroking the inside of her ass. She felt both of their chests press against hers in response to her cry, and smiled.

Angel broke his kiss with Buffy and said to both of them, "I want to fuck Buffy. Then I want to fuck Cordelia. You two figure out the rest." They all grinned. All of them were heady with the game of this threesome, even Buffy. They released their grips on each other. Angel guided Buffy to the desk. He cleared the surface and hoisted her small, curvy body onto it. Kissing Angel, Buffy leaned back onto the desk, lifting her legs over his shoulders. He grinned because she remembered his favorite position. He teased her opening with his engorged cock, sliding it up and down her lips to cover himself in her wetness. She wrinkled her face. He knew she hated it when he teased her. Finally, he positioned the head of his dick at her opening and pushed. The two of them groaned at the feeling, he at her wet heat that felt like oil, she at the fullness of his cock in her pussy. Angel began thrusting in and out of Buffy slowly.

Cordelia watched the two of them and got hotter by the second. She slid off her panties and came to the side of the desk. She looked at Angel, who grunted and groaned as he fucked Buffy. She looked at Buffy, who whimpered, but stared at Cordelia, wanting her. Buffy was looking at Cordelia's moist curls. Cordelia showed a small smile. She had hoped Buffy would be game for anything. Silently, Buffy looked Cordelia in the face and gave a slight nod.

Cordy climbed onto the desk and spread her legs over Buffy so that she was facing Angel. Buffy grabbed her thighs and brought Cordy's wet sex down onto her mouth. She lapped at Cordelia hungrily. She drank in her scent. She tasted her creaminess. Cordelia grunted, pressing her sopping pussy down onto Buffy's lips. Buffy may be naive about other women, but she seemed to know what to do for Cordelia. Buffy's tongue slid in and out of Cordelia. Then circled her clit. Cordelia continued to moan.

Angel couldn't believe his little Slayer was so talented. And he couldn't believe his luck. He had spent a good 100 or so years enjoying two beautiful women at the same time. But as Angelus, usually it was by force. Now here were two of the most gorgeous women he had ever known, including one he still loved dearly, doing each other and him. He continued to thrust into Buffy. He was careful not to go too fast because he wanted to last. He watched Cordelia do a lap dance on Buffy's face. Cordelia didn't even notice him. She was lost in the sensation of Buffy's mouth. Cordelia reached down and caressed Buffy's full breasts. The nipples were hard. Then she reached up and squeezed her own. Watching them, Angel almost lost it. But not just yet.

Angel leaned over Buffy, pounding her harder. His cock was now stroking that spot deep inside her that drove her crazy. She bent her legs further, letting him get closer and deeper. His cock was aching with her heat and tightness. He could her mewling under Cordelia, which made Cordelia fuck Buffy's mouth harder. He grabbed one of Cordelia's hands and began sucking fingers. Cordelia could barely keep her eyes open. She was entranced in the sensation of Buffy's hot, wet mouth. Her clit was throbbing, on fire. Buffy sucked Cordelia's juices and tender flesh. She got off on hearing Queen C begging Buffy to suck her and lick her. She was a trembling mass on Buffy's mouth. But Buffy was nearing the edge. She needed to climax. She began moaning louder.

Angel took Cordelia's wet fingers and placed them on Buffy's swollen mound. Cordelia understood, and began stroking Buffy's clit. Angel and Cordelia stared at each other. Watching the other's face herald an approaching orgasm. Buffy began bucking underneath them, causing both of them to groan louder. Finally Angel picked up his pace, his game face slid on. Buffy felt the oncoming climax and began fucking Cordy with her fingers while she sucked on her.

That was all Cordelia could take. She rocked her hips back and forth on Buffy until she came, shrieking and drenching Buffy's face. She squeezed Buffy's clit between her fingers and Angel pushed his cock home. Buffy crashed, too, gripping Cordelia's thighs and plunging her tongue into her folds as far as she could. Seeing these two beautiful women lose it, Angel could hold on no longer. He thrust three more times. He threw his head back and roared. All of them came down, panting and moaning.

Angel sat down in the chair, gazing at the two girls as they untangled themselves from each other. Cordelia kissed Buffy, tasting herself on her lips. They fondled each others breasts and sighed. Then they turned their eyes on Angel. They came off the desk and over to him. They knelt in front of him. Buffy took his cock in her mouth, licking him and sucking him, tasting herself. Cordelia lowered her head and licked his balls. She could taste Buffy's sweetness. She sucked his balls harder, wanting more of Buffy and more of Angel. Angel rested his hands on their heads. Their combined mouths were driving him mad. In a few moments, his cock hardened again in Buffy's mouth. She sucked on his dick, stroking it with her tongue.

Angel stood and brought the women with him, kissing each one deeply. He noticed that the two of them had been fingering each other and petting their breasts the entire time. He raised his eyebrows, pleased and surprised that they enjoyed each other so much. Softly, he pushed Buffy back a step and turned Cordelia's back to him. With one hand he fondled her breast and it's hard peak. With the other hand, he slipped his fingers inside her soaked pussy and began fucking her. Buffy had given up any inhibitions at this point. She watched them, rubbing her own swollen sex. She and Angel shared a smile as Cordelia began bucking against his hand.

Angel didn't want to torture the brunette, so he pressed his cock against her ass, letting her know he was ready. She opened her legs slightly, pushing back against him. He guided his cock to her wet opening, and with one hard thrust, he was sheathed entirely inside her. She let out a short cry. She was filled so completely by his cock. Her clit was still tingling from Buffy's ministrations. She couldn't imagine she could feel any better. But in a moment, she would be proven wrong.

Buffy stepped back in front of Cordelia and kissed her. She held onto Cordelia as her body swayed with Angel's thrusts. She pressed her breasts against Cordelia's. Then she took one in her mouth, pulling on the nipple with her lips. Cordelia moaned. Buffy took the other rosy bud in her mouth, suckling. She kissed between Cordy's breasts, then her tanned tummy. Finally Buffy knelt in front of Cordelia with her face in front of Cordy's curls. She looked up at Cordelia. She saw a look of fiery lust and desire. Smiling, Buffy ran her tongue over Cordy's nub. Cordelia moaned again. Angel sighed, feeling a bit of Buffy's tongue drag over his balls. Buffy reached underneath their sexes, licking them, sucking them. She would take Cordelia's lips into her mouth, then Angel's sac. She came back around to Cordelia's sex. With purpose, she stroked her lips with her tongue. Cordelia's moans became longer and louder. Angel began thrusting harder and harder. He felt Cordelia pushing her pussy back onto him, taking him deeper. She was already getting close to another climax.

Buffy's own sex began to throb. Her fingers found her wetness and began sliding in and out. She sucked on Cordelia harder, licked her lips harder. She could feel Angel pick up his pace. Cordelia began to wail. Angel knew her climax was approaching. He took his cock out of her pussy and pushed it into her beautiful, round ass. Cordelia began mewling. He concentrated so as not to let go yet. Buffy continued to suck and lick Cordelia. With Angel's cock now in Cordy's ass, she shoved her fingers into Cordelia's open pussy. She pumped three times and sent Cordelia into oblivion.

Angel watched Cordelia writhing against Buffy. Buffy pulled back to see the relief on Cordelia's face. But her own desire had gone unfulfilled. Cordelia pulled away from Angel, and put Buffy in her place. Buffy bent over, giving Angel full access. Cordelia knelt in front of Buffy, placing her mouth on Buffy's hot button. Buffy's eyes rolled back in her head. Angel had used his mouth on her before, but now a woman, Cordelia, was licking her wet lips and swollen mound. Only one thing could make it better, and she got her wish. Angel rammed his stiff cock into Buffy's slick channel. She grunted, feeling him fill her pussy.

Buffy knew she wouldn't last long, leaning back against Angel's hard dick and watching Cordy's beautiful face buried between her legs. Angel began fucking Buffy at a fast pace. Cordelia could hear his hips and thighs slapping against Buffy. His thrusting was making Cordelia's face rub against Buffy. Buffy threaded her fingers through Cordelia's hair. She pressed against her, fucking Cordelia's face. Cordy returned the vigor, sucking harder on Buffy's lips. Angel watched his little Slayer become a sexy, hungry, whore in front of his eyes. He stared at her beautiful ass. He watched her tits bounce, and Cordy's tits bounce in time with his thrusts. His game face came on. Cordelia saw his fangs descend, and the lust in his eyes. Buffy opened her thighs a little more. She thrust once, twice, three times onto Cordelia's tongue, then screamed out her orgasm. Angel heard Buffy screaming, and slammed into her one last time as he came, roaring.

The three of them crept up to Angel's room in the Hyperion, not caring if anyone saw their nude bodies. They slid under the soft, cool covers. Angel brought each woman to each side and wrapped his arms around them. The girls kissed, and then kissed Angel. Then sleep was upon them.