Back in Faith's cheap motel room, her and Buffy walked in and sat on the bed. Faith leaned in to Buffy and their lips collided. Buffy put her hand on the back of Faith's head, drawing her closer. Faith's hands knew no limits as they touched every inch of Buffy's body. Her hands wandered over the other slayer's shirt, fingertips running across the sheer fabric, feeling her soft breasts and hard nipples. Buffy moaned softly into Faith's mouth, and they continued to kiss, almost franticly, their tongues swirling together. Buffy lay down on the bed and Faith straddled her, leaning down to kiss her once again.

"I've wanted you ever since I first saw you, B." Faith whispered into Buffy's ear, her hot breath just making the burning between Buffy's legs grow stronger.

Faith lifted Buffy's shirt over her head, revealing a white bra, with pink lace on the top. Buffy's chest was heaving and her breasts seemed like they wanted to spill out of their holder. Faith reached around her back and undid the clasp, throwing the bra to the floor. Faith cupped a breast in her hand, massaging it so lightly she was barely touching Buffy, teasing her.

"Faith... stop.. teasing.. oh god..." Buffy said between gasps and moans.

Faith dipped her head down and swirled her tongue over Buffy's erect nipple, causing Buffy to gasp. She bit down gently, and did the same on her other breast. She trailed her tongue down Buffy's stomach, tracing it around her navel, and stopped at the top of her pants. She undid the zipper and slipped her hand inside her panties, finding her throbbing nub. Buffy threw her head back and moaned as Faith's fingertips brushed lightly along her clit, driving her crazy with pleasure, and making her grow wetter. Faith removed her hand and grabbed Buffy's pants, pulling them off swiftly. Buffy was just wearing a tiny black thong, and Faith could see the juices on her lips and thighs. She ripped off her panties, spread her legs, and dipped her head down. She licked and sucked at Buffy's swollen clit, making her writhe and moan with pleasure. She ran her fingers along her thigh and then thrust 2 into her, causing Buffy to cry out and arch her back.

"Oh god! Faith!!"

Faith continued to thrust her fingers inside Buffy with slow but hard movements, and she worked her tongue expertly on her clit. Buffy began to breathe heavy and pant, and Faith knew she was going to cum. She thrusted her fingers harder and faster inside her and softly bit down on her clit. Buffy screamed, throwing her head back and grabbed a fistful of Faith's hair.

"Fuck! Faith! Oh my god, YES!" she moaned, the waves of her orgasm washing over her.

Faith slowed her ministrations as Buffy's orgasm finished, and pulled her fingers out, licking them clean.

"Mmm, B, better than chocolate." Faith said naughtily with a smirk.

Buffy smirked. "God, Faith, that was…. wow."

"Glad you enjoyed it." She said, winking.

"I suppose you think it's your turn now, do you?"

Ooh, cliffhanger! ;-) I apologize for being slower than a snail getting this chapter up, my life has been crazy! Please review! Next chapter will be up soon, promise! xxxx