
Posted originally on the Archive_of_Our_Own at https://archiveofourown.org/
works/621491.
  Rating:
      Explicit
  Archive Warning:
      Underage
  Category:
      Multi
  Fandom:
      Buffy_the_Vampire_Slayer
  Relationship:
      Angel/Willow_Rosenberg/Spike
  Character:
      Angel_(BtVS), Willow_Rosenberg, Spike_(BtVS)
  Series:
      Part 2 of Rebellious
  Stats:
      Published: 2013-01-03 Words: 4420
******  All Out Uprising ******
by dragonydreams
Summary
      Sequel to 'Quiet Rebellion'. Angel confronts Willow and Spike, but
     not in the way they expected.
Notes
See the end of the work for notes
Title: All Out Uprising
Author: Elisabeth
Rating: NC-17
Pairing: Willow/Angel/Spike
Summary: Sequel to 'Quiet Rebellion'. Angel confronts Willow and Spike, but not
in the way they expected.
Disclaimer: I claim no ownership over these characters. I am merely borrowing
them from Joss et al.
Distribution: My site, WLS, WWW, NHA, RedSoulmates, anyone else - please ask.
Feedback: Yes please! It's what leads to sequels.
Thanks: To my wonderful beta Leslie for all of your help.
Author's Note: This is my first attempt at a threesome, so any constructive
criticism is much appreciated.
 

Angel began pacing around the living room of the Crawford Street mansion as
soon as Buffy had left him. He didn't want to believe what she had just told
him. She claimed that she had walked in on Willow having sex with Spike. Spike
of all people! 'No, not people,' he reminded himself, 'vampires.'
He couldn't wrap his brain around the idea that sweet, innocent Willow would
willingly sleep with a demon like Spike. Especially since the last time Spike
was in town he had kidnapped her and threatened to kill her.
Of course Angel knew how charming Spike could be when he wanted something. He
had learned from the best - himself - or rather Angelus.
And he couldn't really blame Spike for wanting Willow. Lately he'd begun to
notice the shy hacker as something more himself. It began when he'd learned
that Willow was the one who'd given him back his soul before he was sent to
hell. He knew how dangerous it was for someone so young and inexperienced with
magick. And yet she had willingly ignored any danger to herself to give him
back his soul, from a hospital bed no less.
During his time in hell a particularly painful part of his torture had been the
constant reminder that his soul was permanent now. Since Willow had cursed him
out of concern for the well-being of the world, rather than vengeance, the
happiness clause had been inadvertently omitted.
He hadn't revealed that bit of information to anyone. As much as he still loved
Buffy, and he always would, he knew that he was no longer in love with her.
Having to spend a hundred years in hell because of your girlfriend tends to
kill the passion in the relationship. If was easier to let her believe that the
reason they couldn't be together was because of the curse.
The only person he wanted to reveal his little secret to was the witch who had
saved his soul. He had watched her blossom and grow over the last several
months. He was amazed at the confidence she had shown earlier that week when
she had dressed up as her vampire double to stall a group of hungry vampires.
He had been devastated when he'd thought she was dead. He'd only begun to admit
his growing feelings to himself, and before he'd had a chance to tell her,
she'd been taken away from him. And the way she had looked dressed in the
leather... yum.
One of the reasons he hadn't approached her yet was because he didn't think
that she'd be willing to go out with a vampire, even one with a soul.
Apparently he was wrong. And now she was in the arms, and bed, of another
vampire. And not just any vampire, but his arrogant childe, Spike.
Images of the two of them danced in his head. He could see Willow writhing in
pleasure beneath Spike's luminous body. Angel finally stopped his pacing as the
images in his head began to arouse him. He knew only too well how talented
Spike could be in bed. For a moment he wasn't certain whom he envied more,
Willow or Spike. He doubted that he'd be any kind of competition for Spike now
that he'd succeeded in bedding Willow. But if he couldn't beat him, then maybe
he could join them.

                               ~~*~~*~~*~~*~~*~~
"So how many?" Willow asked her bedmate as she traced random patterns on his
bare chest.
"How many what, luv?" Spike distractedly asked, lazily running a hand over her
body.
"How people have you, you know," she tried to clarify.
"We talking human or not? Male of female? Be specific," Spike leered.
"Never mind," the redhead mumbled, immediately sorry she asked. How could she
possibly compete with numerous males and females, regardless of being human or
not?
Sensing the change in Willow, Spike grumblingly asked, "Then why'd you ask?"
"I don't know," she shrugged. "I guess I was just trying to figure out what my
chances are in comparison to your past."
Spike lifted Willow's face so that he could look into her eyes. "I'd say your
chances are pretty good. It doesn't matter how many people I've been with
before. The important thing is that I'm here with you now. And I plan on
staying here for a very long time." As he finished, Spike caught Willow's mouth
in a passionate kiss.
They suddenly broke apart as the crypt door opened and was slammed closed.
Willow scrambled for the sheet and pulled it up to her chin as Angel stalked
towards the bed.
"Angel!" she squealed in embarrassment.
"Forget how to knock, Peaches," Spike drawled, wrapping a possessive arm around
Willow.
"So it's true then."
"Geez, Buffy sure didn't waste any time," Willow guessed.
"No, she didn't. She's worried about you, Willow. And so am I."
Spike watched Angel as he spoke with Willow. Since Willow wasn't looking at
Angel, she didn't notice the blatant look of hunger in the souled vampire's
eyes. Spike caught it though, and was none too pleased to see it.
"Look Angel, I know what you're going to say and I don't want to hear it."
Willow sat up a bit more on the bed and leaned against the headboard, pulling
the sheet up as far as possible. "I know what Spike is - he's a soulless
killer, a demon." Angel nodded in agreement. "But I also know how I feel when
I'm with him. He makes me feel wanted and desirable and sexy and really really
good," she ended with a blush.
Spike sat up a bit straighter at Willow's defense of him. He'd have no problem
pounding Angel into dust if he upset his Red too much, but he didn't think that
would make a good impression. He emitted a low growl as Angel approached the
bed.
"He's not the only one who sees you that way Willow. Who can make you feel that
way," Angel quietly admitted.
"What?" Willow and Spike exclaimed, for different reasons.
Despite the stakes that Spike's eyes were shooting at him, Angel sat on the bed
next to Willow. "I've been waiting for a while to tell you just how much you
mean to me." Angel gently took one of her hands in his. "At first you were with
Oz, and then there was the incident where you were held hostage, by Spike," he
spat. "I was just waiting for you to get over Oz. Plus I never thought you'd
want to be with a vampire."
"Well, looks like you waited too long, mate," Spike smugly taunted.
Willow brought her knees up to her chest and was covering her face with her
hands, elbows rested on her knees, as she mumbled over and over again, "This
isn't happening."
"I didn't mean to upset you, Willow," Angel said, drawing her arms away from
her face. "I just wanted you to know that Spike isn't your only option."
"Now hold on one bleeding minute here," Spike interjected. "What right do you
think you have to come barging into my home and try to charm my lover out of my
bed? Literally."
"Maybe I wasn't looking to lure Willow out of your bed so much as try to get in
it myself?"
"What?" came from the two bedmates.

                               ~~*~~*~~*~~*~~*~~
Angel looked between Willow and Spike, seeing the same disbelief on both their
faces. Although that was the only thing that was the same on their faces.
Spike's also held incredulity, defensiveness, and a hint of longing. Willow's
held confusion, shock, and a hint of lust.
"You want to join us?" Willow squeaked. "As in the three of us in bed?
Together?"
"That's the general idea," Angel grinned.
"What makes you think we'd be interested?" Spike demanded.
"Well, Spike, it's not like we haven't shared a bed with a beautiful woman
before."
"That was a long time ago, Peaches. Before the soul," Spike grudgingly agreed.
"You have?" Willow blushed as images of being with the two vampires flooded her
mind. Spike was an amazing lover, not that she had anyone to compare him to,
but she couldn't help wondering what it would be like to be with Angel. After
all, he'd taught Spike everything he knew, right? And the two of them together
would be... delicious.
Both of the vampires' nostrils flared as they were assaulted with the scent of
Willow's arousal, letting them know that she'd definitely be open to the three
of them together. Willow saw them scenting her, cursing her body's betrayal,
and their vampiric senses.
She met Angel's eyes. "Angel, would you mind waiting outside while Spike and I
talk?"
"Of course not. But let me leave you with something to think about." He leaned
forward and brushed his lips against Willow's. His gentle lips coaxed hers open
and he increased the intensity of the kiss until Willow was holding his face
tightly to hers. By the time he pulled away Willow's eyes were glazed with lust
and she was panting harshly.
Spike jealously watched as his sire passionately kissed his lover.
Unfortunately he could see how much Willow was enjoying herself, and didn't
want her to leave because he had interrupted her fun. He knew that if she said
she wanted Angel to join them that there was no way he could refuse her. He had
to ask himself, again, when he'd gone soft. He was an evil demon. And yet, he
was going to open his bed to his sodding poof of a sire, who he hated, just
because Willow will ask it.
His silent musings were interrupted when Angel grabbed the back of his neck and
pulled him closer. "Just in case you need some convincing too," Angel purred
before he kissed Spike just as passionately as he had kissed Willow. When he
released Spike Angel silently stood and headed outside to wait for their
decision.
Willow and Spike sat staring at the door for a minute, both left speechless by
Angel's kisses.
"So," Willow began, tentatively turning to look at Spike.
"Um, yeah, so," Spike agreed. He met her eyes, already knowing her answer.
"What do you want to do?"
"I don't know," Willow blushed. "I mean, he's Angel. You know, the love of
Buffy's life. I know they're not together like that anymore, but still, I think
there's some kind of rule about sleeping with your best friend's ex-boyfriend."
"Speaking of Bitchy, do y'think that maybe she could have put the poof up to
this?" Willow raised a disbelieving eyebrow at him. "Now hear me out. What if
she asked the great brooder to find some way to split us up."
"I don't think Buffy would ask Angel to seduce me away from you. After all,
she's still in love with him. I mean, if it wasn't for the curse... Oh my gosh,
would Angel even be able to join us without going all evil and fish-killing
again?"
"Dunno," Spike shrugged. "If he could, do you want to?" he pushed.
"What if I say yes? Are you gonna hate me?"
"I could never hate you, luv," Spike honestly replied. "After our night
together, I don't know that I want to share you. You're *my* girl. If I say
yes, I don't want 'im bitin' you. Your blood is for me only."
"That's fine by me. I can't believe I'm even thinking about this. I mean
yesterday I had never even seen a man naked and now I'm talking about sleeping
with two vampires. I won't deny that I haven't thought about Angel like that
before," Willow admitted. "But not in a serious way. There's no denying that
he's a good looking man." Noticing Spike's face fall, Willow rushed on, "Not
that you're not good looking too. I mean, you're probably the sexiest guy I've
ever met. And I'm shutting up now."
"I know what you mean, pet. I admit that I'm a sexy bloke. And I've heard women
say that Angel is good looking before, 'course not usually from one in my bed.
At least not lately," Spike trailed off, thinking of how Angelus had always
gotten between him and Dru.
"Oh my gosh," Willow realized, "You're talking about Drusilla aren't you?"
Spike nodded. "I wasn't even thinking about that. Would you be able to let
Angel join us, with everything that Angelus did to you two?"
Spike shifted nervously, uncomfortable with the topic. "I don't know. Angelus
did everything he could to get between me and Dru. It was always Daddy this and
Daddy that. He gloated about taking her to bed while I was stuck in that
blasted wheelchair."
Willow rubbed his arm soothingly. "I'm sorry that he hurt you. And I'll
understand if you don't want to do this. I don't want to bring up all these bad
memories just to satisfy my curiosity." Willow moved to straddle his legs, her
voice becoming more sultry. "Although, if you're in bed with us, there'd be
nothing for him to gloat about. Besides, if he does try to rub your nose in it
afterwards, you can always point out that you were my first."
Spike crushed his mouth against hers, amazed at the way her mind worked. "I
don't know where you kept this devilish side of yours before, but I am very
happy to be the one to bring it out in you."
"So?" Willow hopefully asked.
"So," Spike relented before calling out, "Angel, get your poofy ass back in
here."

                               ~~*~~*~~*~~*~~*~~
Angel approached the couple on the bed nervously. There were plenty of reasons
for both of them to say no to him joining them. He knew that Willow had been a
virgin until a couple of days ago and the thought of a threesome may be a bit
too much for her just yet. And let's not forget his history with Spike. He knew
he was asking a lot, but he still had hope.
"What about the curse?" Willow asked seriously, despite the hope in her eyes.
"Are you going to lose your soul and go all evil again if we agree to this?"
A grin lit Angel's face. "The soul's permanent Willow. When you recursed me you
somehow managed to do it without the happiness clause. And no, Buffy doesn't
know. I knew things were over between us and I didn't want her wondering what
if. You're the first person I've told. I don't think I've properly thanked you
for that, but I'd like to, if you'll let me."
As Angel moved to sit on the bed, Spike stopped him. "Hold on, I have a couple
of conditions before you do any thanking."
"That's understandable."
"Keep your fangs to yourself. I'm the only one allowed to bite Red here, got
it? And no trying to steal her away from me later. She's mine. We might welcome
you into our bed, but this is the only bed for Willow, understand?"
"Agreed. Anything else?" he asked.
"Just one more thing," Willow grinned, rising to her knees. "You're wearing way
too many clothes." Willow crawled to where Angel was standing at the foot of
the bed and began unbuttoning his shirt as she kissed him.
His hands began roaming over Willow's bare flesh, familiarizing himself with
the woman he has lusted after for months now. He only paused in his caresses to
remove his shirt once Willow had it unbuttoned. She broke the kiss for some
much needed oxygen, moving her kisses down his throat to his chest, exploring
the smooth planes of his torso with her lips, tongue and teeth. Angel couldn't
do much more than stand there as her hot mouth moved over his body.
As enticing as it was to watch Willow reduce his sire to a quivering mass of
flesh, Spike wasn't one to sit on the sidelines. As Willow nibbled on Angel's
nipples, Spike ran his tongue up her spine, causing her to bite a little
harder. This in turn caused Angel to moan and Spike to smirk.
"Oh yeah," Spike causally told Angel. "Did I mention that she's a biter?"
"I think I would have remembered that," Angel managed to answer as Willow's
nimble fingers began to unfasten his belt and pants. Moments later he was as
naked as his companions. He started to crawl onto the bed, but Willow held him
in place.
"Nope," she informed him in the same innocent tone she has used with Spike the
previous night, "I'm not done exploring yet."
"Exploring?" Angel breathlessly asked.
"Yeah," Spike answered with a smirk as Willow began kissing and nibbling
Angel's erection. "She likes to do that too, explore."
Spike ran his hands over Willow's bum before trailing down to her cleft. He
groaned at the wetness he found there, easily slipping two fingers inside the
redhead. Willow moaned as she took the head of Angel's erection into her mouth,
the vibrations causing him to tangle his fingers into her hair.
Spike's own erection was beginning to feel sorely neglected. He removed his
fingers from Willow and quickly drove himself into her. Willow released Angel
and cried out at Spike's sudden movement. She looked back at him over her
shoulder. Spike pulled her against his chest, capturing her mouth in a fiery
kiss.
Willow caught Angel's movement to climb onto the bed, so she broke the kiss and
turned back to him. "Where do you think you're going? I'm not through with you
yet."
"I was just..." Angel spluttered, having a hard time grasping how controlling
Willow was being. Not willing to beg to get on the bed, he admitted part of his
reasoning behind the action. "I don't know how much longer I can stand if you
keep that up."
"Okay," Willow gasped as Spike began moving inside her. "Lie down."
Angel quirked an eyebrow at the order, glancing over her shoulder at Spike, who
answered him with a smirk. When he didn't immediately move she added, "I'm
waiting," and pressed herself back against Spike.
Angel hopped up on the bed, lying in front of Willow. "That's better," she
purred, lowering herself back onto her hands and knees. She lowered her face to
his, kissing him with all of the power that she felt. Angel's hands returned to
caressing her warm body. His hands ran over her breasts, cupping them, pinching
her nipples. Willow moved her kisses down his body until she could once again
engulf his cock. Angel bucked his hips off the bed when her hot mouth
surrounded him.
Spike could tell that Angel wouldn't last much longer under the assault of
Willow's talented mouth. Not one to be left behind, he began pounding into
Willow with fast, hard strokes. She moaned around Angel, causing him to groan.
They continued on like that for several moments, each one pulling an equal
reaction from the other.
When Spike knew he was close he began rubbing Willow's clit in the same rapid
pattern that he was pounding into her. He morphed and sank his fangs into her
shoulder as he shot his seed inside her. Willow quickly removed her mouth from
Angel and bit his hip as Spike's release triggered her own. Being the only one
with a free mouth, Angel cried out Willow's name as he felt his balls tighten.
Willow's mouth eagerly recaptured Angel's cock just as the first spurt of his
cool seed was released.
Spike withdrew from Willow and they collapsed next to Angel on the bed. The
vampires curled into the warmth of the woman between them.
"Oh, wow," Willow sighed when she was able to speak. "I mean, that was just,
wow."
"My sentiments exactly," Angel agreed.
"You are something else, pet," commented Spike.
Willow propped herself up on her elbows and looked back and forth between her
lovers, a mischievous glint in her eyes. "So when can we do that again?"

                               ~~*~~*~~*~~*~~*~~
"Already?" Angel asked.
"She is quite the spitfire, my Red is," Spike informed Angel.
"That she is, my boy," Angel agreed.
"Hey, laying right here," Willow admonished them, her face and chest turning a
lovely shade of red.
The vampires exchanged a look over the redhead, knowing just how to convince
her of her specialness. Two sets of lips began licking and kissing the
redhead's neck. Willow's heartbeat sped up and she collapsed back on the bed
under the gentle torture the vampires were beginning. If she didn't know
better, she would have sworn that they were telepathically communicating with
each other; their movements were so in sync, like some kind of choreographed
dance. She immediately turned off thoughts of how they could move so perfectly
together and concentrated on the sensations they were creating instead.
Willow raised her arms above her head to give them better access to her body.
Simultaneously the vampires accepted her invitation and kissed their way down
her body, each engulfing a breast at the same time. Willow moaned at the
sensation of both of her nipples being surrounded by the coolness of their
mouths. She lowered her arms, tangling her hands in their hair, holding them to
her chest. She could feel both of them smiling against her breasts.
Once again, with no verbal communication, the vampires each settled a hand on
Willow's body. They caressed the underside of the breast they were suckling on
before sliding further down her torso. Spike reached out and guided Angel's
hand to Willow's bellybutton ring. Angel lifted his head to look first at the
piece of metal under his fingers, then to Spike's smirking face, and finally to
meet Willow's smile.
"Surprise," she huskily purred, guiding his head back to her breast.
Angel groaned as he returned to licking and nibbling the flesh before him, with
Spike mimicking his movements. Angel's hand continued to play with Willow's
surprise as Spike's hand continued down her body, dipping between her folds.
Willow groaned and arched her back.
The vamps took this as their cue to continue moving their mouths down her body.
When Angel was eye level with Willow's navel, he curiously studied the small
ring of metal piercing her flesh. He cautiously flicked the ring with his
fingers, then lowered his mouth over Willow's bellybutton, dipping his tongue
inside, playing with the ring.
Meanwhile, Spike had maneuvered himself between Willow's legs and was happily
lapping at her juices. When he saw Angel's mouth cover Willow's navel and ring,
he moved to focus on Willow's clit. Intuitively he knew that his motions were
completely in sync with the way Angel was licking belly. Spike carefully slid a
finger inside the keening redhead just as Angel's tongue caught the loop of the
navel ring and gave it a gentle tug.
Willow arched up off the bed, digging her nails into her lovers' scalps as her
orgasm crashed into her. She wordless cried out her pleasure, collapsing back
on the bed from the intensity of it. Since Angel was closer, she pulled him up
the bed and drew him into a long, passionate kiss. By the time she released him
to catch a breath, Spike was back next to her and she turned to kiss him just
as passionately.
Angel moved over Willow's body as she kissed Spike and entered her in one swift
motion. Willow released Spike's mouth to cry out her pleasure. Angel marveled
at the heat and tightness of the woman beneath him. He struggled to keep his
demon in check, wanting nothing more than to sink his fangs into her. When he
opened his eyes he caught Spike's knowing look, which also held a reminder that
Angel wasn't allowed to bite her. He nodded his understanding and began moving
inside the redhead.
Angel lowered his head to recapture a breast as he began to move in earnest.
Willow pulled Spike's mouth back to hers, kissing him for all she was worth. As
they kissed, Willow gently took Spike's erection in her hand, stroking him in
time to Angel's movements. They continued to move together, each amplifying the
pleasure the other was bringing them.
It wasn't long before Willow felt her muscles clenching in preparation for her
orgasm. She pulled away from Spike's mouth, arching up closer to Angel. She
cried out his name as she bit into his shoulder, nearly breaking the skin as
she climaxed, squeezing Spike harder in the process. He yelped at the pressure,
then groaned as he joined Willow in release. At the combined feel of Willow's
teeth on his shoulder and her clenching muscles, Angel morphed as he felt the
nearing of his climax. His yellow eyes frantically looked anywhere but at
Willow, finally settling on Spike. Knowing exactly what his sire was feeling,
Spike bared his neck to Angel. With lust and relief Angel sunk his fangs into
his childe's neck as he came harder than he could ever remember.
The three spent lovers collapsed on the bed with Willow once again between the
vampires, who were purring contentedly. Angel propped his head on his hand as
he looked down at Willow.
"You bit me," he teased her.
"Um, yeah," she grinned, "sorry about that. I probably shouldn't have done that
since you weren't allowed to bite me."
"'Sides, I told you she was a biter," Spike reminded Angel.
"Yeah, but I didn't think you meant on the neck," Angel countered.
"Didn't hear you complainin'."
"No, I wasn't," Angel's eyes met Spike's, silently thanking him for allowing
his demon an outlet. Spike tilted his head in a 'you're welcome' gesture.
Luckily Willow was too tuckered out to notice the silent exchange between her
lovers. She yawned and turned onto her side, spooning with Angel and resting
her head on Spike's chest.
"Sleepy now," she needlessly informed them.
"Then sleep," Spike quietly told her, running his hands through her hair.
"We'll be here when you wake up," Angel added, snuggling closer to her warmth.
"M'kay," she mumbled as she drifted off.
 
The End
End Notes
     Originally written September 28, 2003.
Please drop_by_the_archive_and_comment to let the author know if you enjoyed
their work!
