Buffy SI (OP MC)

Getting into my baby and turning the key I look over at Willow who blushes and looks away from me.

"Willow…do you have any clothes…that your mom didn't pick out?" I ask her and she quickly shakes her head no.

"So…would you like to go to the mall…I'm currently wearing all the clothes I own…maybe you could help me pick out some clothes…and I can help you pick out some as well…"

"Yes." Willow's soft reply comes out in a murmur.

Arriving at the mall, I roll up my windows and look to Willow who self consciously wipes away the cream filling from a Swiss Roll from her bottom lip making me chuckle.

'Like to see a different kinda white cream staining your lip-...bad, no horny!' I chastise myself and signal to Willow to get out of the car.

Willow almost glues herself to my side as we walk into the mall together… 'Wow, I don't think I've been to a mall…in nearly a decade…'

Walking through Forever 21, with two full carts of clothes both sexy and conservative for Willow heading towards the changing rooms, a woman is standing guard, just outside of them.

"Hi, do you have a privat-ish changing room/viewing area?" I ask the woman who is probably in her mid twenties.

She looks between Willow and I and smirks, "Sur…just don't go making a mess you two." The woman teases us while looking at Willow and winking, making the redhead hide her face into my armpit, while handing me a key.

"All the way to the back, the key opens the door."

"Thanks." I reply to her and drag Willow and the shopping carts with me, getting into the room. It is quite nice with a viewing area of mirror shaped in a U, a decent looking couch, and one of those Chinese privacy screens.

"We'll go on Willow…it's time to redress you so Cordelia and every other shallow bitch in school learns you're the most beautiful girl in the world." I say to Willow embellishing a little too much, to help boost her confidence.

Willow squeaks and bolts behind the privacy curtain like a frightened rabbit, 'She's pretty cute and looking like Katherine instead of Alyson…just awakens those protective instincts…'

I start salivating as articles of Willow's Catholic School girl outfit get hung on the privacy screen…and though I'm not sure what is driving me to do it, that's a lie I know exactly what's driving me…forwards making me sneak up on the blissfully unaware Willow.

"Need some help, or want some company?" I ask Willow from my side of the divider my voice coming out in a husky growl though at the volume of a whisper, not waiting for Willow's reply, I walk around the divider to find Willow in plain cotton panties and still only on the third button of her blouse.

"I-I'm not sure… " Willow starts to say but she doesn't back away even as I rest my hands on her hips and capture her lips initiating a kiss, one that Willow returns in an inexperienced but attentive way.

'I shouldn't be doing this…but it's been way too damned long…' I tell myself even as I slowly start helping Willow remove her blouse without breaking our light make out session.

I break our kiss, and enjoy the panting moan of disappointment that Willow unleashes that quickly turns into a moan as surprise as I begin kissing down Willow's neck, while stroking her sides with my hands as I'm about to reach up and take Willow's bra off, Willow takes it off herself and throws it away completely throwing caution to the wind.

Willow's hands thread through my hair as I continue trailing kisses further down Willow's body reaching her small but perky and full breasts. I take her right nipple into my mouth and begin to lightly suck on her hardened little rosebud using my tongue to roll and batter the little nub around.

"Ohh-Daay-mon, that feels so, good!" Willow cries out as I stroke her belly with my thumbs,

'We're just getting started baby girl…'

Sliding my right hand up I use it to cup Willow's breast gently molding the soft flesh, while my left hand slowly slides further downwards only stopping when my index finger brushes the elastic waist of Willow's plain white cotton panties, Willow's reaction isn't a small one as she inhales deeply and proceeds to let out a low long drawn out moan.

Waiting for Willow to make the next move…or at least give me the signal to continue, when it doesn't come, I slowly pull back and away from Willow standing up straight and tilt my head downwards looking at Willow's dazed expression, I can't help the rush of pride I feel.

"Want me to continue?" I ask Willow and receive a shy nod if yes, I can't help but smile and immediately go back to lavishing her C-cup breasts with my attention, while my fingers slip underneath the elastic band of her panties.

My hand glides through a closely trimmed patch of hair. Willow's moans and her enthusiastic hair pulling becomes more aggressive.

When my index and middle fingers brush the lips of her sex Willow lets out a deep throaty moan and pushes her hips forward into my hand, smirking up at Willow whose head is hanging back, long drawn out moans pouring from her mouth.

Knowing just what Willow needs at this moment I start to slide one finger into her tight, warm, slippery sex, "Ahh, Damon." And am rewarded by Willow moaning my name, finding that Willow's silken tunnel is snug around my index finger, I decide to use two fingers while rubbing circles with my thumb over Willow's sensitive clit.

Sliding my fingers in and out of Willow's wet sex with an increasing pace, enjoying the way Willow's whole body twitches and I can tell that she is on the precipice of release, internally smirking. I tease Willow's right nipple with my teeth sending her crashing over the edge.

"Ahhhhh!" Willow cries out and rides out her first non-self-inflicted orgasms, while I stand up and hold her steady, though her silken walls clamp down around my fingers making them near impossible to remove from her without making me worry about hurting her.

As Willow comes down from her orgasm I slowly slide my fingers out of her and put it her panties, bringing my fingers up to my mouth I find them covered in thick girl cream, the proof of what I'd done to Willow makes me smile, Willow looks up at me while I support her her mouth hanging open as she watches me slowly begin licking my index finger clean a cat that ate the canary grin on my face, as Willow watches me with hooded eyes, her flushed face and heavy breaths making it almost impossible for me not to lose control and take her fully.

'Hmm, Willow…is Bi right…I want to check something…' I think as I offer Willow my middle finger, though seemingly impossible Willow managed to blush and an even darker shade of red while staring into my eyes with a challenging look…developing in them, as she leans forward and begins sucking my finger clean.

The feeling of Willow's lips wrapped around my finger, her tongue swirling around my digit like it's a tootsie pop.

Leaning in, I begin to whisper into Willow's ear, "If you decide you want to do this again…I suggest you wear skirts from now on…" Pulling back I smile at Willow's miffed but brightly blushing, and smiling face I help Willow stand up straight her hand brushes over my jeans and my hard cock that is straining against it's denim prison.

"I-is that?" Willow asks me softly.

"Yeah, that's my dick…and yeah it's hard because of you Wills…" I murmur to the beautiful green eyed girl who…looks uncertain in how to feel about what I just told her… "Come on now, let's start playing dress up the Willow…hmm, we'll also have to stop at the lingerie store and solve your uniboob problem and get you some sexy painties." I continue while leaning in and planting a kiss on Willow's forehead.

'You know…I know I'm kinda acting simpish…and am wasting money…but, the amount of antiquated wealth that dots Sunnydale can more than make up for whatever I spend on Willow…and I don't want to spend the next however long watching Willow being bullied…for dressing in the only clothes she has…Also this presented me with the opportunity to explore Willow's body.' I internally monologue trying to justify myself and feel Willow's hands sliding underneath my shirt.

Blinking, I look down at Willow who is looking up at me…from her place on her knees in front of me, "Wills?"

"I-I want to…like you did for me…" Willow's hands tremble.

Raising an eyebrow, "I'm not gonna say no…but are you sure you wanna-" I shut my mouth because Willow glares at me challengingly as she un-buttons my jeans and pulls them down pulling my underwear with them and gets smacked on the underside of her chin by my… 'Wow, that is a really big cock…hopefully Willow can handle it..'

Willow makes an "eep" noise, "What, what do I do Damon?" Willow says with a nervous tremble but she is definitely resolute as her soft hands enclose my cock…making me moan softly.

"I'll help you feel better…" Willow murmurs more to herself than to me and I lean my head back and shut my eyes while resting my hands on either side of Willow's head, my fingers sliding into her thick, long hair.

Willow's hands slowly cautiously start sliding back and forth along my length in experimental strokes, "Spit on it." I groan out a command, and Willow does as she's told. as her lips press against the head of my cock, and the feeling of her hands is accompanied by the soft pillowy warmth of Willow's lips I moan again as my tip slowly enters Willow's mouth.

"Do-don't, use your teeth…" I groan, and feel Willow's soft giggle against the head of my cock as she starts sliding further down my length while her tongue starts twirling and twisting around my glands…my finger tips pressing harder against Willow's scalp.

"Sorry Wills, but I can't hold back any longer…" I groan and start pumping in and out of Willow's throat, I can hear her gagging and choking on me but I can't stop. 'God…I know I should stop but her throat feels fucking amazing…' I groan internally and soon I'm fucking Willow's throat like it's her pussy but Willow doesn't put up any resistance, and relaxes her throat muscles while moaning around my cock her hot wet breaths against my groin as the wet sloching sound of me fucking her throat fills the changing room.

"Shit, Willow...I'm about to cum!" I warn Willow as I feel myself about to cum and I try to pull out of her throat but her hands come up and grab my ass, her nails digging into my posterior holding me in place as I flood her esophagus with rope after rope of my cum, my balls flexing painfully as her throat continues to massage my release out of me…

"Fff-uuu-kkK, Wills that was amazing!"

At my words I feel the warm, wet sanctity of Willow's mouth slowly recede from my cock, her hands still on my ass though, I look down at Willow and enjoy the sight of her beautiful disheveled face, the sudden cool sensation of the changing rooms room temperature air and Willow's stroking hands wrenches as a few more ropes of cum from my balls that splatter onto her face.

Willow's face is in an expression of pure bliss, her eyes shut her head leaning back mouth hanging wide open.