Title: Karamel Sutra

Author: CN Winters

Fandom: Buffy fanfiction; Willow fanfiction; Buffy slash fanfiction

Disclaimers: Joss owns them not me. Just borrowing them for my own sexy amusement.

Rating: NC-17. Yeah Baby!

Pairing: A red-haired Wiccan and a raven-haired Potential. Guess who?

Author's note: It's a PWP story with a plot.<G> I always try to write a plot no matter how shallow and thinly veiled in a sex yarn. Special thanks to Susan Carr – sometimes fan fic award competitor<G> but always a friend – for the beta read.

Feedback: Blame me at cnwinters71@yahoo.com

Karamel Sutra

Kennedy briskly walked into the house, not bothering to take off her jacket as she bolted up the stairs.

"Where's the fire?" she heard Vi ask from the living room.

Not more than a moment later Rona added, "She's headed up to Willow's bedroom. Where do ya think's the fire?"

That remark resulted in a fit of giggles from the other potentials below, but Kennedy paid it no heed. She was a woman with a mission. Willow gave her the instructions, and by God, she was gonna see it through. She was a warrior in the Slayer army after all.

Willow was typing on her laptop when Kennedy darted inside, locking the door behind her. A wicked grin came to Kennedy's face before she pulled a pint of ice cream from under her jacket.

"Ben and Jerry's Karamel Sutra," she whispered wiggling her eyebrows.

"Oh my savior," Willow sighed as she closed the laptop and raced over to the door, conspiratorially. "They didn't see it, did they? They'll break down the door to get to it. A-and I refuse to share."

Kennedy grinned and shook her head. "Came straight here," Kennedy answered as she pried the lid off.

Willow took it and gave the inside a long lick. Kennedy, who had begun to dig the plastic spoons from her inside pocket stopped momentarily to take in the sight. Damn she's hot and she doesn't even know it.

"Come on. Come on," Willow said waving quickly. "Make with the spoons."

Kennedy gave a lecherous grin. "Not until you lick the lid again."

Willow's first reaction was frustration and she rolled her eyes. She wanted it. She wanted it bad – well the ice cream anyway. But then again…she considered. She gave a tiny grin and let her tongue swirl around the inside of the lid, soaking up the caramel and the chocolate that collected there. She hummed in delight as she alternated between short, quick licks and long strokes. Soon the lid was nearly cleaned and Kennedy was extremely wet.

"Sorry. Did you want some?" Willow asked playfully holding out the lid.

"I want," Kennedy answered firmly. She put the pint on the nightstand and pulled Willow to her by the hips. Almost immediately she made contact with the redheads lips. Willow chuckled from behind the kiss and pulled back but that didn't stop Kennedy's hand from working its way beneath Willow's shirt so her palm could rest on her back.

"I meant the ice cream," she told the raven-haired potential.

"Tastes better on you."

Kennedy went back to claim Willow's lips and the lid slipped from the Wiccan's fingertips as she felt Kennedy's hands claim her. One rested possessively on her hip, not allowing her to escape while the other lovingly teased her back.

She pulled Kennedy closer by the lapel of her denim coat. Goddess above that woman knows how to kiss and push all the right buttons, Willow thought.

The future slayer maneuvered Willow to the bed and they both crashed down, their hands and lips still searching each other. Kennedy finally rose and straddled Willow's hips as she pulled the coat from her shoulders and tossed it to the floor. She wanted her – all of her – now.

"Ice cream's gonna melt," Willow announced, her voice slightly husky yet trying her damnedest to sound authoritative.

"Needs time to soften up."

Kennedy grinned as she lowered her body on top of her girlfriend. Her girlfriend…God, she'd waited years to be able to say that and now she had it. And not just any girlfriend, but a pretty damn hot girlfriend that turned her on just by eating ice cream. Her lips found Willow's neck and the moan the redhead emitted only fueled Kennedy's desire more.

Clothes, Kennedy thought. There are far too many clothes here.

Without breaking the kiss Kennedy began to unbutton Willow's top as the redhead reached down and began to undo the belt around Kennedy's waist. Once it was free, Willow's hands pulled the buttons of the fly free, giving her access to the dark woman's apex. Kennedy stiffened and pulled back when she felt Willow's fingertips rub against her clit. She gave up all pretense of trying to undress Willow.

"Oh God," she sighed as her head fell back.

For her part, Willow rose up and began to tug at Kennedy's nipple through her shirt using her lips and teeth. The young woman was braless and Willow could feel the skin tense below the cotton thanks to the attention her mouth was bestowing. At the same time, Willow's fingers reached deeper into Kennedy's jeans and she felt the soaked material at her fingertips. She was hot and wet and ready and Willow loved the way Kennedy reacted to her touch.

Kennedy felt the waves building already and she gripped Willow's wrist that was buried in her jeans.

"Oh God. Hold up Sweetie. You're gonna make me come if you keep that up."

"Thought that was the point," Willow teased before reclaiming Kennedy's breast with her teeth through the shirt.

Kennedy grinned, but disengaged, herself from Willow's lips and hands. Kennedy got a whimper of protest from the redhead, but she was determined not to let her wait too long. So without delay, she moved to her feet and unbuttoned Willow's jeans before sliding down the zipper. She pulled the denim from the Wiccan's hips before going to her ankles and pulling the pants clear off her body.

In record time, Kennedy kicked off her boots and socks. Next to go were her own jeans, in one fluid movement. Pausing just a moment to playfully wiggle her eyebrows she leapt back to the bed, the impact of which made both of them bounce.

"Better now?" Willow asked with a chuckle.

Kennedy shook her head, rolling toward the redhead. "Not yet," she said softly.

She undid the last two buttons of Willow's shirt and opened it. The witch's skin always looked so smooth and smelled so wonderful – a mix of vanilla and hazelnut. Kennedy took a moment to admire her half naked girlfriend that lay sprawled before her - legs slightly parted waiting for her return; red hair blazing across the cream colored comforter. The potential could feel herself breathing harder in anticipation. Willow was waiting; waiting for her. Kennedy took in the sight of Willow cloaked in the open shirt with only her bra and panties covering her. She grinned as her eyes devoured the redhead's curves.

Finally, she made her way up to Willow's eyes.

"Better now," she sighed as her lips descended on Willow's neck.

Immediately, Willow felt Kennedy's hand go to her center and they both moaned at the contact - Willow at the friction and Kennedy at the wetness she found there.

The redhead wanted her naked and she pulled at Kennedy's shirt. The slayer-in-training obliged and pulled back long enough to help lift the shirt over her head before returning to her task. Willow tried to sit up and remove her own shirt, but Kennedy gently pushed her back down.

"No, please," she whispered, making Willow stop. "You look so sexy like this. God, Will. Let me take you just like this."

"Kennn," the Wiccan sighed, straining the name, unable to complete it given her arousal. All Willow could do was moan at the moment. Her desire was consuming her and she needed her hands anywhere and everywhere all at once. She began to stroke her lover's body, desperately wanting to touch ever inch of tan skin on the young, dark woman.

"Say it. Ask me to take you," Kennedy whispered in her ear. "Please… Let me hear you say it."

Willow swallowed hard, trying to find her voice again. "Ken," she struggled, her desire climbing with the feel of Kennedy's naked body starting to writhe against her. "Take me now."

"Now?" she teased.

Willow pulled Kennedy back, the potential's face in her hands so she could meet eye to eye. The intent was clear. "Right now. Or so help me I'll get up off of this bed a-and oh-ohhh…"

Kennedy didn't break eye contact and her hand shot to Willow's center. She watched as Willow's eyes lazily closed and her mouth opened slightly, fighting for air.

"Open your eyes, Will," she called down to her.

Willow complied and found Kennedy licking her lips as her fingers teased her clit. She continued to rub and pull at the nerve bundle and Willow found it difficult to keep her eyes open. Her hips began to buck and Kennedy knew what her fiery haired goddess wanted. From the teasing look in Kennedy's eyes, Willow knew what she had to do.

"Y-You want me to ask don't you?" Willow strained, as her hips rose to meet Kennedy's hand.

"Oh yeah … You gotta ask… Come on, Willow. You know I love your voice. Especially right now. Come on 'n' say it."

Willow closed her eyes momentarily before opening them. "I'll make a deal," Willow grinned slightly.

"A deal?" Kennedy asked, her fingers suddenly picking up the pace.

Willow's breath caught in her throat at the sensation and she couldn’t speak. She nodded.

"What's the deal?" Kennedy asked.

Willow reached up and tangled her fingers in Kennedy's hair at her temple. "I'll lick you dry if you put your fingers inside of me." Kennedy didn't even pause. She slid her fingers inside the inseam of the panties and directly into Willow's cleft.

"Oh yeah," Willow approved as her hips bucked even harder.

"Ya like that, dontcha?" Kennedy asked.

"Oh yeah. Just like that."

"Ya like it when I take ya hard and fast, huh?"

"Yesssss."

Kennedy looked down and watched the sway of Willow's hips and she licked her lips. Kennedy was torn between pumping her girlfriend and tasting her juice that covered her damp fingers. It was so erotic to Kennedy - watching her girlfriend rise and fall in rhythm with her hand.

"That's it," the potential praised. "Ride my hand. Ride it…Oh god you're getting me so fuckin' wet, Will."

"Oh fuck," Willow sighed as she bucked even harder against the hand pounding into her. She knew it wasn't love. It wasn't happily ever after. It was down right carnal… and she loved it.

Kennedy laid down so Willow's thigh was between her's and she quickly began to grind. Willow could feel Kennedy's damp curls against her leg and she raised up slightly to give the woman more friction. Soon, it was too much and Kennedy's hand left Willow's center.

Instead of the protest she expected, Kennedy felt Willow's fingernail dig into her backside. They began to slide against each other. Kennedy put her soaked fingers in her mouth and sucked in Willow's essence.

"Umm," she hummed. "Better than ice cream."

Willow's head feel back to the mattress and her body continued to buck and slide against Kennedy. She felt a fine sheen come to her skin and her muscles tightening and un-tightening.

"I'm so close, Ken," she whispered. "Don't stop, Sweetheart. Don't stop."

Kennedy could only grunt her approval as her fingers clutched and clawed at the bedspread on either side of Willow's head. The Wiccan's short nails hurt slightly but Kennedy had to admit she loved the feel at this moment. The animalistic side of Willow that came out every now and then was worth a few scratches. The sounds of gasping breaths and the slapping of their bodies were the only sound in the room. Kennedy couldn't hold it any longer as the waves of her climax began to wash over her.

"Oh fuck, yes, Will! Oh god…"

Her hips gave a hard thrust and it was enough to push Willow over the edge. The redhead gripped the potential's ass even harder, pulling Kennedy roughly against her. After a few more strokes, Willow's orgasm shot through her body. Her back arched as the tremors floated from her sex to the rest of her body and back again.

"Oh wow," Willow sighed, as she came off of her high, her hands now absently playing with Kennedy's hair. "That was… wow…"

Kennedy chuckled. "I should go out for ice cream more often," she whispered before resting her head on Willow's shoulder. After a few moments of lazy caresses, Kennedy moved to her feet, retrieving the spoons and the pint from the nightstand.

Willow sat up and reached for the ice cream after Kennedy returned, but the potential pulled it out of arms reach and tisked her.

"I don't think so," she grinned as she plunged the spoon into the ice cream. Willow watched as Kennedy laid back and let the scoop fall from the spoon into her already damp curls. She flinched at the contrast in temperature for a brief moment. "You gotta deal to keep… remember?" Kennedy answered with a wily smile.

"That I do," Willow answered giving a sly grin of her own.

Oh yeah, Kennedy thought as she watched Willow lick her lips and slink toward her, crawling on her stomach. Gotta get ice cream more often.

The End