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DISCLAIMER: All things Buffy and Angel are the property of Joss Whedon, and
Mutant Enemy Productions. I don't own them I'm just taking them for a while,
perverting them and putting them back in place slightly shakier and in more
or less one piece.

RATING/PAIRING: NC-17, (MF,MMF,mc,ir)

SPOILERS: Angel Season 3, Buffy Season 6
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Angel/Buffy the Vampire Slayer: Infestation Part 1
by Valleyboy69 ([email protected])

PROLOGUE
They had been waiting... watching... preparing. The time was coming. The
time was here. The time was now.

The sewer system under Los Angeles was home to various forms of life,
some of it natural, some of it entirely abnormal and otherworldly. A silver
trail was seeping from between several rotting bricks that probably only
had several years left before they crumbled completely under normal
circumstances. But now wasn't the time for anything normal. A small creature
slithered slowly from a large crack and slid down the wall onto the floor,
leaving a long trail behind it. Several moments later another followed. Then
another. And another. They seemed to be on a mission as they slid slowly
across the slimy floor of the sewer, heading towards the surface.

Their tiny sensors could hear footsteps approaching, splashing in the small
pools of dirty, stagnant water.

"I don't know why you insisted on comimg through here," Gunn complained. "I
mean, it is night after all... no need to worry about bursting into flames or
anything."

"The Vasiliska is down here somewhere," Angel told him. "You heard what Wes
said. It doesn't like clean air. We already checked out all of the city
dumps..."

"Don't remind me. That smell ain't never coming out. And now you manage to
top it off with a trip through the sewers. What the hell's your encore gonna
be?"

"Oh, c'mon, I'm giving you first hack at it when we find it. I know how much
you love that axe of yours."

Gunn glared at him. His face turned into a reluctant smile. "I guess. But my
God, the stench."

"Says the man who spent the better half of his life living in close quarters
with a group of unwashed vigilantes."

"Hey! Me and my crew! We washed."

"Uh-huh. Sure didn't seem like it when I first met you."

"Screw you!" Angel grinned at Gunn. The black man smiled back. "Okay, well
perhaps things weren't too hygienic Mr.
I-Spent-Fifty-Years-In-The-Slums-Of-New-York."

"Ah, but the people you meet," Angel joked.

He stopped suddenly and sniffed the air. "Damn," he sighed. "I lost its
scent."

"So now we wander around aimlessly until we find it?" Gunn groaned.
"Wonderful."

Angel looked around and touched the floor. "It's still warm. Vasilikas leave
a distinct heat signature."

"You mean with them being all flamy all the time?"

"Yeah, that."

Gunn began to feel something climbing up his back then suddenly a pinching
on his neck. He turned suddenly, sending a silver slug flying into a wall.
"Uh, we have a problem," he whispered as he saw about twenty of them moving
towards them.

Angel looked at the creatures. He back slowly away from them. "Careful...
I'm not sure what these are but..." He looked behind him. There were even
more. "Run!"

Angel dived over the slugs. Gunn followed quickly. Their powerful suckers
attached to their legs as they tried to make their way through a sea of
silver, heading in the direction of the nearest sewer grate. Angel helped
Gunn up first then climbed the rusting ladder himself. One of the rungs
shattered. Angel fell into a mass of the slugs. Gunn ran down to grab him,
pulling the vampire out in the LA streets. They ran to Angel's convertable
not realising that the creatures were now moving faster than ever in close
pursuit, a few managing to latch onto the back of the car before it sped
off into the night.



Chapter 1

The door of the Hyperium Hotel opened as Angel and Gunn ran in, throwing
their silver slime coated jackets onto a table. Cordelia looked up from the
desk as she heard them come in. "Any luck?" she asked. "Another dead demon
to add to the list?"

Gunn shook his head. "Nope. Came across some little critters that were out
for blood. Hundreds of them. Thought getting outta there was a better idea."

"Uh-huh. Well, if my vision's anything to go by the Vaseline thing..."

"Vasilika," Angel corrected.

"Whatever. It's gonna be on its way out of town within the week. That gives
you a few days to try again."

"Nuh-uh!" Gunn exclaimed. "No way! I am NOT going crawling through LA's
cesspools ever again! Never! I'm just gonna have myself a shower and let it
be done!"

Angel nodded. "So we'll see you tomorrow?" he asked. "For another look?"

Gunn glared at him as he picked up his jacket, glanced at the stains on it
and walked out muttering something about it never being able to wash out.
Cordy came out from behind the desk smiling. "Now do we get on with the
training again?" she asked.

"If you don't need to get home yet."

"Nah. Dennis has decided he wants to watch the John Wayne movie marathon on
tonight and who am I to argue with a ghost with a western fixation?"

She grabbed a sword from the weapons cabinet and threw it to Angel. He caught
it while Cordelia got her own. They made their way down to the cellar,
several shiny slugs in close pursuit while another made its way slowly up the
staircase.

* * *

Fred was asleep in her room when she heard the door creak slightly. She was
still sensitive to any unnatural sound after spending five years in a cave
while trapped in a dimension that treated humans like property. There was
always the fear of being recaptured, something she really didn't want. She
looked up suddenly but nothing was there. Shaking her head she rested her
head on the pillow again and closed her eyes.

The small, slimy creature crawled up her bed on it tiny suckers and moved
along the sheets until it found the woman's exposed neck. Releasing tiny
pincers from its almost invisible mouth, it dug them into her neck, pumping
seed into her bloodstream.

Fred jumped up suddenly, grasping the back of her neck. She looked at her
hand and saw a silver smile all over it. Something was wrong, she knew it.
Quickly pulling a bathrobe around her naked form she made her way down the
stairs but it was too late. Her mind was taken over in seconds.

* * *

In the cellar of the hotel, two swords clashed as Angel and Cordelia
practiced fighting techniques. Surprisingly, Cordy was getting the upper
hand, pushing Angel back into a wall. "Give up?" she grinned.

Angel smiled. "Very good. I'm impressed."

"Give up?" she repeated.

"You did good," he said.

"Uh, how about letting go of your pride for a minute and saying you give up."

Angel sighed. "I relent."

Cordelia stepped back and took a bow. "Now that wasn't hard was it? Just
because you're teaching me doesn't mean I can't get better than you."

"You just got lucky," Angel joked as he put his sword down. Cordelia reached
for a towel to wipe the sweat from her face. She didn't notice the slug that
was attached to it until she felt something pinch her cheek. She threw the
towel away in shock. Angel watched it hit the ground and the slug melt into
a pile of goo. "Are you alright?" he asked suddenly.

"A little dizzy," she replied. "But..." Her eyes began to look over the form
in front of her. Angel had taken his shirt off for the fight and his chest
was exposed. She reached forward and touched his strong stomach then letting
her hands move all the way up his body until her arms were wrapped around his
neck. He responded to her advances and pulled her closer, kissing her deeply.
Her fingers touched the small bump at the back of his neck, a sign that he
too had already been affected before slowly moving down his body and
unzipping his pants, releasing his cock. It was still soft but all it took
was for her to take it into her soft, warm mouth before he suddenly became
erect, the tip of the pole touching the back of her throat.

"That's right, slut," he groaned. "Suck it! Suck my cock!"

Cordelia looked up at Angel and smiled, her mouth filled with his hard rod.
She let her saliva spread all over it as he mouth moved slowly up and down
the whole length of it and sucked on the tip before letting her tongue work
on the full ten inches of it. Angel groaned as he enjoyed the treatment the
young woman was giving him. "Yes... You little whore. You know what to do
don't you? Sucking my cock like a pro."

He grabbed her head tightly and began to ram his cock into her mouth faster
and faster. "You like that, bitch? Like me fucking your mouth?" Cordelia felt
the precum seeping out and coating the roof of her mouth in its salty taste.
Her head moved rhythmically along the shaft as Angel force fed his manhood to
her. He let out a few more loud groans as Cordy felt the head touch the back
of her throat even harder. He was pounding her mouth as hard as he could. She
gagged a little and he released his hands. He stopped for a moment then began
working again at her own speed. She wrapped her tongue around the tip and
flicked it a few times, letting the cock shudder with excitement.

Cordelia's hands moved down her own body to unbutton her shirt, letting her
large, well formed breasts to be exposed. "No bra," Angel taunted. "You
really are a little slut. Trying to tempt me by flaunting your body at me."
As Cordy continued to let the cock slide up and down her mouth she began to
let her hand trail under her skirt and between her legs. She started
fingering herself, letting her hand move along her throbbing pussy before
pushing her index finger into her hole. She followed this with another
finger and began thrusting into herself in time to each long suck she gave
the vampire's hard pole. Her cunt was sopping wet and allowed her to slip
her fingers in easily, coating them in her juices each time.

"Go on!" Angel moaned. "Suck my cock! Suck it like the whore you are!" He
grabbed her head again and forced his erection all the way down to her throat
and held it there. She struggled a little but the gagging reflexes seemed to
work the end of his cock even more as it began to throb between her lips. She
felt the sticky precum slide down her throat to her stomach but knew Angel
hadn't finished yet. He started thrusting into her again. Her fingers were
working her pussy faster and faster, rubbing her enflamed clit with increased
vigour. Cordy started moaning loudly onto the cock as she rode herself to
orgasm, the juices from her pussy dripping down her legs and hand.

Angel's assault kept getting worse and worse. Cordy felt his cock swell
slowly as the cum began to build up. He was going to burst any second.
"You're gonna swallow my cum," he insisted. "You're gonna take it into your
mouth you slut! You're gonna enjoy every last drop." Cordelia moaned in
agreement as she sucked on the whole length one last time before she felt the
cold undead cum splash against the back of her throat. She gagged a little.
She wasn't used to this. All the guys she'd been with had been alive so this
was a unique experience. Shot after shot of the viscous fluid entered her
mouth as she struggled to make sure that it was all swallowed but it quickly
begame too much and it started dripping out the side of her mouth. Angel
pulled out and slapped her across the face with his cock. "I said swallow it
all, bitch!" he growled before filling her mouth up again, pumping into her
until the last of his seed had been used up. When he finally took his cock
out of her again he watched as she rubbed the cum that came out of her mouth
onto her hands and mixed it with her own juices before licking it off her
fingers. She looked up to him. He smiled. "Good little slut. That's right,
lick your own cum... like it don't you?" She nodded. "Well, that's the least
of your worries now."

He began working his cock with his strong hands, making sure it was still
hard for what he had planned next.

* * *

Fred waited in the hotel foyer. She had just called Gunn and Wesley over,
saying that something was wrong. Of course, that wasn't entirely true as far
as she was concerned, but the creature inside her seemed to insist on it. The
door burst open as the two men ran in. "What is it?" Wesley asked urgently.
"What's happened? Is it Angel?"

"No," Fred smiled coyly. As the door closed behind them. Wes span around. One
of the slug creatures was latched onto the door. It turned slowly around
until it locked it with a click. Wes ran to knock it off but it attached to
his hand. He tried to shake it off but it was only when the sharp pincers
stabbed into the back of his hand that he was able to throw it aside. He
glanced at Gunn who had pushed Fred up against a wall, kissing her
passionately.

"Hey!" the former Watcher called out. "You can't do that!"

They turned around with glazed looks in their eyes. "And why not, English?"
Gunn asked.

"Because I want a piece of this slut too," Wes grinned as he felt the silver
venom work through his veins. He moved forward and grabbed Fred's long brown
hair and pulled her towards him, kissing her. She moaned into his mouth as
she felt Gunn move down between her legs and pushed the folds of her bathrobe
apart to expose her small brown bush. She was already horny as she imagined
what he was going to do to her. She spread her small legs apart expectantly,
her engorged labia glowing pink and wet as Gunn buried his fingers in her
contracting snatch. She moaned achingly as he began to work her pussy,
thrusting his fingers in and out. She moved her body down onto his hand, her
juices soaking his fingers.

Meanwhile, Wes continued to kiss her, his hand now snaking under her robe to
touch her small breasts. The petite young woman sighed as his touch made her
nipples larger and more erect. He pinched one between his fingers just as
Gunn's thumb ran over her clit. She started bucking against him each time his
fingers entered her dripping wet hole. Wes pushed the robe over her shoulders
so it slipped to the floor, leaving her completely naked.

Gunn moved forward and pressed his mouth onto her pussy. Fred shivered when
she felt the him begin licking her cunt up and down, his thick, wet tongue
slipping through her pink vulva, darting in and out of her tender pussy. Gunn
reached around groped Fred's pert ass, kneading her small, round cheeks as he
licked across and inside her sweet, trembling cunt... He fed on her pussy,
lapping up all of the juices, his tongue snaking out and licking her clit.
Fred jerked forward suddenly as this sent her over the top. She came suddenly
and loudly into Gunn's waiting mouth.

Wes was now letting his mouth envelop one of her breasts, his tongue flicking
over her sensitive nipple while he rubbed the other with his hand. They were
so small that he could massage one of her round tits with the palm of his
hand. This coupled with Gunn lapping at her pussy caused her to climax again.
She moaned loudly, grabbing Gunn's head and pushing him further into her wet
hole.

Her groans eventually subsided as she fell down onto the floor, utterly
exhausted. Wes looked down at her. "I hope you don't think you're not going
to do anything for us you little slut," he said as he unzipped his pants and
let his hard cock slip out. Gunn did the same and Fred's eyes lit up hungrily
at the sight of two cocks being pushed towards her face. She took one in each
hand and began to jerk the two men off. She reached forward and swallowed
Wesley's erection, her small head pumping while she slurped the thick shaft
through her clenched cheeks. She pressed her face into his crotch, completely
devouring his engorged, throbbing prick. He started to fuck her mouth hard
and fast while she kept jerking Gunn off with her free hand. "That's it,
bitch," he jeered as he looked down and watched the skinny woman suck his
pole. "Cute little slut sucking me off like the whore you are. Bet you did
the same for your masters in Pylea..."

He was right. She had been forced to do this while trapped in the demon
dimension, often finding herself being used as a bartering tool for the
people who owned her. When she finally escaped she was so relieved. Now,
however, she wanted this more than anything. She had to have the hard cock
touching her throat while the precum seeped out onto her tongue.

"How about giving me a bit of that treatment, 'ho?" Gunn demanded as he
pulled Fred from Wesley's cock and positioned her head just in front of his
own. The thick black cock quickly disappeared deep into her mouth. He drove
it between her soft pink lips with his hands still grasping onto her bobbing
head fucked her flushed face. She moved her hand bravely forward and started
to fondle Gunn's testicles while she sucked down his jutting cock. Her
fingers wrapped around the base of his throbbing pole, squeezing the swelling
cum from his balls to the sticky, bulging tip of his cock as his breathing
became heavier.

He was just about to cum when Fred was violently pulled from his thick shaft
and had Wes' cock plunged back into her mouth, spreading her lips apart and
coating the whole length of it in her saliva. She pressed her lips onto
Wesley’s stiff member and warm wet lips kissed the head of his prick and then
engulfed it, sucking his shaft completely down to her tight throat, her head
bobbing feverishly as she sighed and slurped upon the the English man's
drool-soaked cock. She grasped the pole with both of her hands and began to
jerk him off as she kept on sucking. Gunn pointed his cock at the side of her
face and started to work on himself. Fred could feel Wes’ precum oozing out
of the cock and onto the walls of her throat. Using both hands Wesley
clutched the sides of her head and began to face fuck the young brunette as
quickly as he could as neared his climax. He forced Fred's mouth up and down
his cock faster and faster until he finally let out a deep groan. "Ugh!
You're gonna swallow my cum now, bitch!" he grunted and the cum started to
shoot out of the end of his thick shaft. He pulled slowly to enjoy the
feeling of her warm mouth around his cock and to make sure she got a couple
shots inside her. The rest fired over her face, coating it in the sticky
cream until it was dripping down the side of her nose and sliding along her
chin until it dripped down onto her heaving chest.

She quickly moved back over to Gunn and gave him the last few sucks that he
needed to shoot his load straight into her. She opened her mouth and let it
drip down onto her waiting tongue before swallowing it all. "That's right you
little tease," he smiled. "Take it all down your throat. Yeah... You like
that don't you?" Fred smiled lustfully up at him as she lapped up the last of
his cum that was dripping from the end of his cock.

* * *

Angel had Cordelia bent over a bench as he pushed his cock between her cunt
lips. He pressed against her opening, forcing himself slowly into her pussy.
Suddenly, with great force, drove his hole length into Cordy's cunt so that
she let out loud moan. "Oh yes! Fuck me, fuck me, fuck me!!!!" she called out
as her entire body rocked each time the vampire's hard rod entered her. He
moved in and out of her wet hole, having no trouble as he violated over and
over. She continued to shout at him to fuck her even harder. "Fill my pussy!
Damn it! Fuck me harder! Harder!" Angel picked up the pace as the fucking
became almost brutal. "I want your big hard cock deep in my pussy!" she
called out. "Please! Stick it all the way in!" Angel grabbed Cordelia"s light
brown hair in his hands, pulling her so that her back arched each time his
cock got all the way inside her.

"That's it, you whore," he grunted as he looked down to see her juices
dripping from between her legs and coating his shaft. The glistening fluid
seemed to keep on pouring out with each thrust. "Take it! Take my hard cock
in your pussy! Bet you've never had it like this, huh? Bet you've fucked
tons of guys but you've never been filled up with vampire cock!" She grunted
as he pumped her even more. He could tell she was about to climax in the way
she started to grind herself against his crotch, letting the whole length of
his cock fill her up. Her moans became louder and more frequent and soon she
was screaming at him not to stop. Her pussy clamped around his meat as he
stopped moving and she rode herself to orgasm, moving herself up and down
his erection until she came loudly. Even once she had come she kept on
pushing her soaking wet pussy onto him.

"Oh yes please, shove your cock in my ass!" Cordelia exclaimed as Angel
pulled out of her. The vampire began to tease her, sliding his cock up and
down her ass crack, "Now damn it," she shouted. "I want it now! Fill my butt
with your meat!" Angel pushed a little harder until the tip of his cock
popping into the tight space. He groaned as he moved in, an inch at a time
until crammed all of cock deep inside Cordy‘s ass. He started to ride her,
slowly at first, then picking up the pace as she seemed to spur him on with
the excited sighs that she let out of mouth each time he thrust all the way
into her. "Oh yeah!" she screamed. "Fuck my tight us! Fuck me until it's
sore! God, yes!" Angel's hand moved under her body and began to finger her
pussy while he kept pounding her ass. His finger slipped all the way inside
her and got covered in the juices. He pulled out and waved his hand in front
of her rocking face.

"Go on! Lick your own juices! Lick it, bitch!" She opened her mouth and
welcomed the sweet taste of her own cum. "That's right," Angel laughed
mockingly. "Tasting your own pussy while I fuck your ass!" His cock began
to pulsate in her ass. Cordy's ass checks seemed to close around it a he
came suddenly with a shout, firing his jizz right into her. She felt is
splash against her bowels and the walls of her ass which contracted around
his erection, milking every last drop of semen out of him until she couldn't
take anymore. He pulled out of her ass quickly and she collapsed exhausted
onto the bench that she had been kneeling over, panting heavily.

* * *

By the time Angel returned the lobby of the hotel, Fred was being taken by
Wes and Gunn at the same time. Gunn worked his black cock in and out of her
tight ass while Wes was shoving his meat into her dripping cunt. Her entire
body rocked with pleasure each time each erection pierced her. She could feel
them both rubbing against each other through the skin between both holes.
"Gawd! Yes!" she yelled in her cute Texan accent. "Fuck my holes! I'm not
complete until I can feel you both cum inside me!" This spurred both men on
as they started working into her even faster, their cocks a blur as Fred
shook over and over, one orgasm subsiding as another overcame her only
moments later.

Both of her hole tightened around both throbbing poles, sending Wes and Gunn
over the edge. Fred closed her eyes as she felt them cum at the same time,
filling her pussy and ass with their warm seed. One huge pump into her ass
caused her to call out suddenly, her eyes rolling into the back of her head
as she climaxed louder than ever before. "Yes! Yes! Yes!" she shouted,
pushing herself all the way onto both spurting poles with each exclamation.
"I can feel you... inside me... Oh yes!" Her entire body became limp as the
orgasm subsided. She hit the ground as they both pulled out of her, leaving
their cum dripping from both well-fucked holes.

She looked up to see Angel clapping, a sardonic smile over his lips. "Good
job, good job," he laughed. "You sure fucked her... now I think it's my
turn." He approached Fred and lifted her limp form up from the floor. He was
hard already and lowered her thin body onto his erection. He pierced her cunt
instantly and began to work her there and then. She wrapped her arms around
his strong body as he cock pumped her pussy even harder than Wes and Gunn
had. "You like this, huh?" Angel grunted. "Three cocks in one day! You're the
biggest slut I've ever seen. And you look so innocent!" His cock was coating
in her juices and the cum of the other two men who had just violated both of
her holes. "Appearances can be deceptive, huh, bitch?"

"Yes!" Fred called out. "I'm a whore! Fuck me like one! Fuck my pussy!" She
felt she was about to climax again and grabbed Angel even tighter. He pushed
her against the wall as he pounded her even more aggressively. Her cunt
gripped him like a vice as he rode her to orgasm and soon after shot his load
deep inside her, the third man to do that already.

Angel let her drop to the floor as he turned to see Cordelia staggering from
upstairs, soaked in his cum and her own pussy juices. Gunn was exhausted
after fucking Fred but Wes moved towards her, moving his hands over her large
breasts, tweaking her pink nipples with his fingers. He moved in and start to
suck on one of them. They were much bigger than Fred's and he knew exactly
what he was going to do. He let Cordelia go down onto the floor and sat on
top of her. She grabbed his cock and pushed it between her mounds, pushing
them tightly around it. He started tit-fuck her, enjoying the sensation of
having Cordelia work his shaft with her hands and breasts. He came quickly,
shooting his load onto her chin. He sat up and pushed his cock between her
lips and finished off in her mouth, making sure that she licked it clean.

Fred has managed to throw the bathrobe around herself as the others gathered
their clothes, hungry looks over their faces. Fred looked at Cordelia who was
covering her large tits with a black bra and edged towards her. She felt a
hand on her shoulder. "No," Angel said. "We must spread these creatures
elsewhere. You can fuck that slut later but now we have bigger fish to fry."

"Where are we heading?" Fred asked.

"Oh, a little town I'm familiar with," Angel replied. "Goes by the name of
Sunnydale."

To Be Continued...

    

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