Rated VERY STRONG NC-17!! Do NOT read if you are underage. If there were a higher rating than NC-17, this fic would get it!

Warnings for: This is an extremely hardcore, raunchy fic folks!! Tons of explicit, graphic sex, multiple partners, slash, group sex, kink, anal, sex toys and objects used, bondage, deals with the seedy porn industry, angst, drug use, just about everything but the kitchen sink in this one! Wait...I think there is a kitchen sink scene in here somewhere...

Pairings (or triplings) include: M/F, M/M/F, M/M, F/F/M, M/M/M among other combos

A LARGE MALE GENITALIA ADVISORY is in effect for all viewing areas. *wink*

Summary: Buffy goes to Hollywood to become an actress, against her family's wishes. William is a momma's boy who goes to Hollywood to make porn films for easy money. They meet (eventually!) through a quirk of fate.

Buffy and Spike don't meet each other for many chapters. There's lots of couplings, but the story is ultimately Spuffy.

Joss and ME own everything. I own nothing. A nod also has to go to the movie 'Boogie Nights' for the initial inspiration for this fic.

"Cheek to Cheek" lyrics by Irving Berlin. "Black Betty" is by Ram Jam

Additional credits at the end of the story.

Thanks to Sweetie for beta-ing this fic for me!

Chapter 3: The Good, the Bad and the Ugly

A week after her move, Buffy walked along the Walk of Fame, grinning and excited to finally see it for herself. She had always wanted to come here, but her parents always went to boring places for vacation. Pennsylvania Dutch country was their idea of fun, to give you an idea. She stopped at a few of the celebrity's names and imagined her own name joining theirs someday.

She loved movies, watching everything from old silent pictures to 'Legally Blonde', and picturing herself in the roles. She could do it--she knew that she could.

Buffy felt her purse being ripped away from her side. A young-looking man ran like lightening away from her with her purse clutched in his hands.

"HEY!" Buffy ran after him. "He stole my purse! Help!"

The man ran past several people who didn't make a move to stop him. They just stopped, stepped aside and looked.

"Somebody stop him!" Buffy pursued the purse thief down the sidewalk.

It figured--there wasn't a cop in sight. It was like the old cliché: When you needed one, there was never one around.

The thief swerved into an alley. Buffy turned the corner a few moments after he did. The guy was in the process of scrambling over a fence at the end of the alley.

"Hey!" Buffy yelled, running after him. "Give me my purse, you bastard!"

She got to him and grabbed his leg, she pulled on him. "Let go, you stupid bitch!" the guy growled.

He kicked out, striking her in the chest.

"Oooof!" Buffy grunted and fell down on the ground.

The purse-snatcher disappeared over the fence. His quick footfalls pounded away from the alley. Buffy lay on her back on the ground in the filthy alley. She held her chest and stared up at the sky, tears leaked from her eyes, both from pain and the frustration. She'd had a hundred dollars in her purse; she'd wanted to do a little shoe shopping this afternoon. Her one credit card that she kept for emergencies, her wallet, her I.D....Buffy thanked God that her room key was around her neck on a chain. At least the asshole didn't get that.

She lied there for 15-20 minutes, before finding the strength and will to move again. Buffy brushed herself of and walked slowly out of the alley. She had things to take care of.

Buffy called the credit card company and cancelled her card, filed a police report and went back to her room to rest before work. Her chest really hurt from where that asshole had kicked her. She couldn't afford to go to the hospital--it probably wasn't serious anyway. There was a big, purple and blue, foot-sized bruise in the center of her chest already. She'd heard a story once of how someone died from a hard kick to the chest; the sudden impact had been enough to stop the guy's heart. Thank god that that hadn't happened to her.

"I hope I used up all of my bad luck," Buffy said to herself.

If she ever saw that guy again, she'd rip his head off.

At 12 noon sharp that Friday, William called Lilah's number. Xander sat next to him on the couch, biting his nails and wondering what was in store for them today.

Lilah's secretary put him through to her.

"William, I'm so happy you called," she said with a grin. Lilah had been looking forward to Friday all week long. She had some big plans for the Brit and his dark-haired friend.

"Hello, Lilah. Xander and I have been looking forward to talking to you again as well. Thank you again for hiring both of us. We're very grateful."

"Hmmm, grateful, eh?" Lilah chuckled. "Grateful is good."

'We'll see just how grateful the two of you are later...' Lilah's lips curled into a knowing smile.

"I'm sending the car over to pick you up. What's your address?"

"We're staying at the Limelight Motel. It's on--"

"I know where it is," Lilah said. "That place is a dive--I stayed there once or twice when I was new in town."

"It's--cheap. We didn't want to waste our money," William said, feeling the need to justify their accommodations.

"You'll have plenty of money in the very near future. Besides getting you boys made-over, my first duty is to get you the hell out of that place and into somewhere more fitting."

"Oh? You want to help us find an apartment?" William asked, looking at Xander.

Xander bounced up and down, practically busting with excitement.

"No, not an apartment. I'll take care of it. I couldn't, in good conscience, let my two new favorite stars live in a place unworthy of their talent."

"But...we haven't even...done anything yet..."

"I've been in this business long enough to have good instincts about people, William. And I've got a hunch about you and Xander. Now, I'll send the car over and we can get started. Make sure you're ready when the car arrives."

"We'll be ready. Should we wear anything special?"

"Just your street clothes, sweets. Jeans, t-shirt, whatever you usually wear. I'm going to get you new clothes anyway. The car will bring you to the salon, I'll be waiting there."

"Thank you, Lilah. We'll see you soon."

"Goodbye, William."

William hung up. "The car's being sent for us right now to take us to the salon."

"What do you think they'll do to us? Give us dye-jobs, shave our heads?"

William shrugged. "I suppose we'll see when we get there."

"Man, that Lilah is so fucking hot," Xander said, getting up to finish getting ready. "You think one of us will get to...you know...get with her?"

William blushed at the thought. "She's our boss. That wouldn't be prudent."

"Prudent, shmu-dent." Xander combed his dark-brown hair back. "But you're right. She can have any guy she wants. She's just being nice to us. I can't get over how lucky we are. There are people who go to hundreds of casting calls and don't get picked. Our first time out, and we get hired."

William nodded, polishing his glasses.

"You know we owe it all to your mighty dick, right? Next time you see William Junior, tell him thanks for me."

"Yeah, I'll do that." William shook his head.

William and Xander were stunned when the car sent for them turned out to be a limousine. Some of the other residents of the fleabag motel looked on enviously as they climbed in.

The car took them to a salon called 'Blaine's'. It was a full-service place: you could get a beauty treatment, your hair styled, a massage and a new wardrobe all in one place. It was also exceedingly expensive.

Lilah had been waiting near the front desk for them. The boys were separated and taken to different parts of the salon for their makeovers to begin.

Several hours later, Xander sat in the reception area waiting for William and Lilah to emerge. He couldn't wait to see what kind of stuff William had done to him. Xander was quite pleased with his treatment--well, except for the waxing. How did women endure it all the time? Xander, under Lilah's orders, had been given a chest, bikini area and, worst of all, an ass wax. Man, that had hurt like a bitch! They could've at least given him a bullet to bite when they did that. It wasn't like Xander had a hairy butt, why did Lilah think it necessary? He hadn't verbally questioned her judgment though, she was his boss, and a babe; whatever she wanted, he'd do.

Xander's hair had been cut and styled, giving him a messy, yet groomed, look, the area between his eyebrows was tweezed, mud masks applied to his face, a manicure and pedicure, a full-body massage. He was a damn good-looking dude, if he did say so himself. Lilah had supervised his new wardrobe selection. She must've dropped thousands of dollars on this salon visit. Xander wore a pair of black leather pants and a blue, silk shirt. A silver chain was worn around his neck. Similar articles of clothing were in the shopping bags at his feet. For the first time in his life, Xander Harris was confident that he looked sexy.

"Don't laugh," William said from behind him.

Xander turned. His eyes got huge as he looked his friend over from head-to-toe.

"Will?" Xander asked. "Holy shit! Is that really you!?"

"Yes, I look silly, don't I?"

William looked like a different person. His hair was cut short and bleached to a white-blonde; it was slicked back with some kind of gel. His glasses were gone; contacts took their place. He was wearing a tight black t-shirt with a red, button up shirt overtop. A pair of tight, revealing, black jeans hugged his lower body. A pair of heavy, black boots were on his feet. A long, black, leather duster coat completed his ensemble.

Xander stood and went over to his friend to inspect him more closely.

"Stop gawking at me, I feel self-conscious enough as it is," William blushed.

"You look great, man! Crap! You're going to drive the babes wild!"

"Doesn't he look like a million bucks?" Lilah said, coming out of the room and resting her hands on William's shoulders.

"Yeah!" Xander grinned.

"See? I told you." Lilah patted William's back. "I think you look pretty terrific too, Xander."

"Aww, shucks!" he said, blushing himself a little. "I guess I cleaned up nice."

"I'll say!" Lilah chuckled. "Come on, boys. Let's get you to your new accommodations."

"Huh?" they asked, puzzled.

"While we were making you two more beautiful, I took the liberty of having your things taken to a little place I rented for you," Lilah explained.

"Not to sound ungrateful, Lilah," William said carefully, "but shouldn't you have consulted us before--"

"Trust me." Lilah smiled. "I'm going to take good care of both of you."

Xander, William and Lilah sat in their new, posh living room. Lilah was seated in a chair, she leaned back crossing her shapely legs. The boys sat on the black, leather sofa, trying not to stare at her legs--and the rest of her. She was voluptuous, buxom, gorgeous and sexy as hell. It was difficult not to stare and imagine what it'd be like to...do things to her.

"So, you approve of the place then?" Lilah asked with a smile.

"Yeah, it's great," Xander said. "It's got a hot tub, pool, big screen TV and everything! We're really going to be able to afford this house?"

"Yes, you will. I put down the money for the first few months, after that, you two should be able to afford it on your own."

Lilah had rented them a great house in the Hollywood hills (not far from her own), with all kinds of amenities that they weren't used to.

"Lilah, how can we accept all of this from you? The salon, the clothes and now the house..." William asked.

"Oh, don't you worry your pretty, little heads about it. Miss Lilah takes care of her--talent." The men gulped at the lewd smile on her face. Changing the subject, she asked, "Have you boys had complete physicals recently? We take pride in making sure all our actors are healthy and clean."

"I...had one about...3 months ago," William said.

"Me too," Xander added.

"Very good. Just to be safe, I'll set an appointment with the doctor for both of you. You know that we don't use condoms in our films?"

"Really? Isn't that--unwise?" William asked with concern.

"We take precautions. We sometimes do use condoms for anal sex scenes, those can be messy at times, but besides that, they aren't used. We make sure all our actors are disease free, and all the women are on heavy-duty birth control. We haven't had any incidents of disease or pregnancy yet."

"Oh, okay, that's--good," Xander said.

"It's just not as sexy with condoms," Lilah explained, "a man fucking a woman bareback is a beautiful thing."

They gulped.

"Have you boys seen any of the adult films I've done?"

"Yeah--you were great. I must've watched 'Madame O' a dozen times!" Xander said, getting a little worked up at the remembrance of Lilah's fantastic body.

"Have you seen my stuff, William?"

William blushed hotly; he'd seen her 'stuff' alright! "Yes...I liked 'Hot for Teacher' the best."

"That was a good one!" Lilah tittered. "The whole forbidden student/teacher relationship thing. Xander, how many people have you had sex with? Be honest."

Xander blinked. "Uh--two..."

"How about you?" she asked William.

"Ummm--just one..." he said, discomfited by having to admit it. What kind of porn actor only had one notch on his bedpost? He barely even had a bedpost...

Lilah didn't seem to be fazed by their admissions. "Have either of you been with another man?" She giggled at the matching shocked and scandalized expressions on their faces.

"NO!" they both said at the same time.

"Alright. I take it that neither of you would consider doing man-on-man movies?"

The both shook their heads 'no' vigorously.

That's okay--kind of a shame though. I'm into watching two hot, young studs getting it on." They swallowed audibly. Lilah smirked. "How about the two of you with one woman at the same time? You wouldn't have to fuck each other..." She laughed as their mouths opened and closed; they were so adorable. "It is too bad that you don't want to do gay or bi films--you could get a LOT of work. Those kinds of movies are hot and getting hotter all the time."

"I--think I speak for both of us when I say, we wouldn't be--interested--in something--like that..." William said, his blush getting darker all the time.

Xander nodded in agreement. "Umm--how much will we get paid per movie?"

"That depends. If you're starring, you can get a few thousand a pop. For the first movie I want to put you boys in you'll get paid $300 each. But it also depends on what sort of sex acts you do in the films. The raunchier it is, the more money you get."

"$300 sounds pretty good," Xander said.

"Are you familiar with our pay-cable channel?" she asked.

"You mean 'The New Horizons Channel'?" Xander asked. Lilah nodded. "I've heard of it, but seeing as how I lived with my parents until I came here...I don't think mom would've liked paying for wank material for me."

They laughed.

"Well, I'd like to introduce you two to the television audience, see what kind of response we get."

"What's the film you want to put us in?" Xander asked excitedly.

"It's called 'Head Cheerleaders'. You will be playing two of the many football players in the gangbang scene."

"I'm a bit--too small to be playing a footballer, aren't I? They're usually burly types," William asked.

"No, wide receivers and tight-ends are usually more compact," Lilah said. "Believe me honey, the people who'll be watching the movie won't be nitpicking about who really looks like a football player or a cheerleader."

Xander leaned forward. "When do we start filming?"

"In a few days. But before that, I'll need to see if you're up to our standards..." Lilah stood up and crossed the room, attracting their attention to the switching of her curvy hips. "Xander, you're first. Come with me."

"Huh? Where we goin'?"

"I want to have sex with you, see if you have 'the right stuff'." She grinned and licked her lips slowly.

"O-Oh..." Xander looked at William.

They gulped. Xander stood up sluggishly.

"Don't dawdle," Lilah giggled. "Come along..." She crooked her finger at him and walked into William's bedroom, undoing the buttons on her blouse.

Xander whispered in a near panic, "Shit! I--I didn't know she'd want to--" He took some deep breaths. "Okay...I can do this...she's the hottest woman I've ever seen. I should feel privileged...not scared to death..."

Xander walked to William's bedroom door and went inside.

William sat, stock-still on the couch in silence, twisting his hands nervously on his lap. After a few minutes, the sounds of low moaning drifted out into the living room. He shifted in his seat.

'I'd better get used to this sort of thing quickly if I want to really make a go of this...'

William wished they'd closed the door at least, he could hear them very, very well. And why were they using his bedroom? Right now, at this moment, Xander and Lilah were screwing on his bed...The moaning and heavy breathing went on for 15 whole minutes. During that time, William became more and more aroused. He couldn't help picturing what they were doing to accompany the sounds.

There was a loud, "Oh God! Uhhhhggaa!" from Xander, signaling his arrival.

Xander came out of the bedroom 5 minutes later with the top button of his leather pants undone, his hair was all messed up, a silly, drunken smile was on his face.

"She says it's your turn," Xander said. "Go on in."

The smiling brunette practically floated across the room to sit heavily on the couch. "She's--Wow--Wow!"

"What should--" William began.

"Oh, Willl-iummmm!" Lilah called. "You're up, big boy!"

"Go ahead, man. Fan-fucking-tastic..." Xander laid his head back and closed his eyes.

William got up and went to the open bedroom door. Unfortunately, the erection he'd had from listening to them had deflated; performance anxiety took care of that.

Lilah was lying naked on his bed. Her right leg was bent at the knee and she was smoking a cigarette. Her body was more spectacular than he remembered it being in the films. Her breasts were large with dark areolas, her bullet-like nipples pointed ahead of her. Her skin looked so soft and smooth; she had so many delicious curves that a man could get dizzy following them.

"Don't be shy. Come all the way in, it is your bedroom, after all...Nothing like a post-coital smoke." She took a drag and blew it out slowly. "Do you smoke after sex?"

William laughed anxiously, "I don't know. I never looked." He began to close the door.

"Leave it open," Lilah said. "You're adorable, and so sexy..." She made a kissy face at him. "I could eat you up. I think I'll do just that. Get those clothes off, cutie."

William walked to the bed and took off his red shirt, then his t-shirt. Lilah's eyes sparked as they traveled over his naked torso.

"Now the pants," she said with anticipation. "Don't make me rip them off."

William removed his boots and then his jeans. "I--I'd rather wear underwear, Lilah. It's strange not wearing any..."

Lilah eyed his limp, but still magnificent cock hungrily and stubbed out her cigarette in an ashtray on top of the nightstand. "No underwear is sexier. That way, you're always ready for whatever comes up." She sat up. "Come to me." She put her arms out and smiled.

William moved to stand beside the bed. Lilah took his member in her hands and stroked it. He hissed slightly.

"Don't you like me, William?" She pouted. "I don't make you horny?"

"No--you're beautiful and sexy and exciting...I'm sorry--I'm just so nervous..." William's face was crimson again.

"Oh, don't be nervous, lover. Let me help you relax. Lay down."

Lilah moved over to give him room to get on the bed. He lay down on his back. She was on him instantly, kissing and rubbing his taut, young chest. Her hand wrapped around his thick shaft. She licked a line down from his stomach. William gasped when her mouth surrounded the head of his cock. Lilah moaned, licking up, down, and all around.

"In porn, we usually do a money-shot to show off the cumming. You have to let it be known when you're going to cum. The director will want to have a camera ready to capture it," Lilah said between licks and sucks.

William groaned, "O-Okay..."

She couldn't resist the urge to move up to those full, soft lips of his for a moment.

"Kissing isn't done in every film, but I want to see how you are at that too."

She licked at his lips. William opened his mouth slightly, his tongue slowly pushed past his lips to touch hers. Lilah moaned and sucked on his tongue. She covered his mouth with hers and soul kissed him, not leaving an inch of his mouth unexplored; rubbing her hard nipples against his chest and his hardening cock with her hand.

Out in the living room, Xander was still trying to recover from his encounter with the gorgeous Porn Queen, when the sounds of pleasure began. He grinned. He knew that his buddy was going to have a real good time. William deserved it too--the poor guy hadn't been on a date for a year. And he'd been under a lot of stress because of his mother's illness.

Xander listened as the sounds became progressively louder and intense over the next 15-20 minutes; getting a solid hard-on again.

The headboard of William's bed banged against the wall repeatedly.

Lilah screamed, "Oh! OH YES! FUCK ME HARDER, WILLIAM! OH--OH--AHHHHH!"

'Go ahead with your bad self, Will!' Xander thought, laughing lightly.

Back in the bedroom, things were reaching fever pitch.

William fucked into her as she'd requested--hard. He was so close now. Lilah was cumming like crazy, thrashing and yelling under him. Her pussy spasmed, squeezing his cock tightly. He rammed into her with increasing speed and strength.

Lilah had a Cheshire cat grin on her face. She loved getting fucked with a huge cock; it was a bonus that the owner of that cock happened to be a hot, 19-year-old Englishman. They had so much energy and zeal at his age.

"Unnnnhh! L-Lilah! Going to cum!"

"Do the money-shot, baby! Pull out."

William went up on his knees and leaned back on his haunches. His pulsing cock swayed, his hips twitched, thrusting into the air in front of him. Lilah sat up, staring at it intently.

"Pump it, William. Cum for me."

He grabbed his cock with both hands and jacked it. She cupped his balls in her hands while he jerked himself. Lilah leaned forward, enfolding her fingers around him, just under the helmet. Her tongue flickered over the head, and then she wiggled the tip of it into his slit.

"Ahhnnaa!" William grunted and started cumming.

Lilah let the first few wads splash on her lips. She swiftly licked it up and placed her mouth over the erupting head, taking in and swallowing down his jiz eagerly.

William's hips thrust back and forth, his hands jerked his pulsating cock until he'd unloaded everything he had. Lilah had taken as much as she could down her throat, but there was just too much. Her lips and chin dripped with his thick goo.

"That was yummy!" she smacked her lips and licked his cock clean. "You can really cum like a pro, baby!"

William was panting, looking like he was going to fall over backwards. Lilah sucked up all the spunk from his cock and balls then from her face and hands.

"You boys are simply delectable! Xander," she called, "come in here."

"What?" William's sleepy eyes shot wide open. "But he'll see--"

Lilah continued stroking his cock. "Honey, he's going to see you naked a lot in the future. You may as well get used to it now."

Xander appeared in the doorway. "Hey--uh--everything come out alright?" he joked nervously. He was as hard as a fucking rock from listening to them go at it.

Lilah laughed and gave the head of William's cock another soft lick. "There's one more thing that I have to check--to see if you're Horizons Entertainment material."

"What's that?" Xander watched her slippery tongue brushing over his friend's cockhead. He unconsciously licked his lips.

"I want to see how you boys do at double-teaming a woman--namely me."

"We--don't have to touch each other, right?" William asked timidly.

"Not if you don't want to. I wouldn't object if you change your minds..."

"We won't!" they said in unison.

She laughed again. "So cute! Okay, there's lots of ways we can do this. How about--Xander, you fuck me from behind while I enjoy some more of William's big, purple-headed beauty."

"'kay..." Xander took his pants off.

Lilah pushed William to lie fully on his back and set up camp at his crotch--she wasn't done with his delicious manmeat quite yet. She took his monster in her hands and stroked it, the juices covering it from her pussy providing more than adequate lubrication. Her lips and tongue slid up and down the lengthy shaft. She waved her ass in invitation to Xander.

Xander got on the bed behind her and went into position. He slid easily into her wet and stretched out pussy.

"Mmmm!" Lilah moaned, nibbling on William's knob. "Yeah, fuck me, baby."

Xander started pumping slowly into her. Lilah's pussy lips were stretched wide from William's large organ. Luckily for Xander, while William's schlong was more than a few inches longer, they were about the same width. If Xander's girth were any less, it would have been like tossing a hotdog up Broadway.

Lilah's sucking and licking intensified when she felt William growing by leaps and bounds in her hands, his cockhead swelled in her mouth and against her tongue. She giggled like a school girl, knowing he could get so stiff this fast after cumming so hard. Yes indeed, Lilah had struck gold with this one. She really loved her job and all of the perks that came with it. Like trying out any new fine meat that caught her fancy. Xander and William were a package deal; she was more than happy to unwrap and take full advantage of that package.

Lilah licked up the pre-cum leaking from the head of William's cock. She couldn't wait to make him blast off like he had before. Porn audiences loved a good, powerful cum shot--and Lord--could this boy deliver! William was going to make her a lot of money--not to mention very, very sore. She planned on fucking him every chance she got. And Xander was quite yummy as well: his boyish good looks and sweet smile were a goldmine, and his cock was very nice too; 7 inches was just perfect. He looked and felt about the same girth as his even more well-endowed friend. With a few hours a week in the gym to work on his muscles, Xander would be a real stud muffin to rival any in the industry.

"In adult movies," Lilah carried on a conversation whilst sucking and getting fucked, "switching positions and partners is encouraged. People like to see variety. Showing passion and lust is of the utmost importance--make the audience believe you want the other person more than you've ever wanted someone before. Whether it's a soft and sensual scene or hard fucking, make them believe it."

She paused to slide her mouth around and down William's shaft. She could only take a few inches at first. William and Xander were moaning in pleasure. Lilah slid her mouth back off his rigid tool and moved her hips in time with Xander's vigorous thrusts.

"Let's change positions," she said, kissing William's prick then letting it bounce onto his stomach. "Xander, back off a minute, sweetie."

Xander pulled out of her reluctantly. Lilah crawled on top of William to straddle his hips.

"I want you to fuck my pussy," she said, hovering over the glassy-eyed Brit. She looked over her shoulder, shooting Xander a coy smile. "After William and I get a rhythm going, I want you to fuck my ass." Xander's eyes widened briefly before glazing over with lust again. "There's lube on the nightstand there." She gestured with a tilt of her head.

Xander retrieved the lube with shaky fingers.

"Have you ever butt-fucked anyone, Xander?" Lilah asked, taking William's cock in her hands and lowering herself onto him.

"Uh--once...she didn't like it."

"Well, I DO!" she laughed. "Make--Uhhhh!--sure you lube up a finger and fuck me with it first, prepare me for that gorgeous prick of yours."

After a few minutes, Lilah had William's member deep inside her snatch and was slowly fucking herself on him. William's hands slid up and down her sides, stopping to fondle her swaying tits.

Xander, sensing now was as good a time as any, slid his lubed up index finger into her ass and gently moved it around.

"Oooh--yes, good!" Lilah moaned. "Work it around, baby."

Xander fucked her ass with his finger for a few minutes then stuck a second finger in, stretching her further.

"Now, Xander--put one of those condoms on, lube your cock and stick it on in."

He did as she asked; he fumbled with the condom packet for a moment before being able to tear it open. He rolled it on, lubed his stiff prick, then slid it slowly into her ass. Never in their wildest dreams did either one of the young men think they'd be fucking the same woman at the same time. For one thing, they never thought they'd find a woman who was willing to take them in both entrances at once. Those kinds of women didn't exactly grow on trees. As best friends, they had shared just about everything--but this was something completely different than anything else they'd ever shared. It was the most erotic and exciting thing they'd ever experienced.

"Ohhhh--Oh yeah!" Lilah gasped quietly, while Xander and William pumped her holes. "This--Ahhhh!-- Oh fuck--this position is called a Cowgirl Double Penetra-tration. One of my personal favorites. Nothing--better than getting fucked by two hot, young studs at the same time. Fuck me harder, Xander!"

Xander pumped harder. Both men were in 7th Heaven. Lilah was the most beautiful woman they'd ever seen--her body looked (and felt) incredible. Their cocks rubbed against each other's through the thin membrane separating them inside the lusty brunette's heated depths. That, too, was something they never thought they'd feel; much less enjoy. But it was amazingly hot.

Lilah bent further over William, dangling her full tits in his face. He raised his head up and latched onto a stiff nipple with his mouth, sucking on it fiercely.

"Ohhhhh! Uhhhhh!" Lilah grunted, letting the men thrust in and out of her for a few more minutes uninterrupted. "Holy shit, that feels good! Alright--let's switch positions again."

Xander pulled out, and Lilah raised herself off of William's cock.

"This is pretty much the same way we started, but I love getting nailed from behind while I suck on a nice, stiff dick. Xander, get rid of the condom and fuck my pussy doggie style." She got on her hands and knees on the large bed. "When you feel like you're going to cum, pull out and cum on my ass."

Xander groaned, almost shooting at her words. He disposed of the used condom. William still laid on his back, looking at Lilah expectantly, anxious to hear where she wanted him.

"You, kneel in front of me. I'll suck your cock while he fucks me. I want to make you cum again. Like a fucking cannon..." Lilah smiled. "It'll look absolutely fabulous on film."

The men got into their respective positions, then the fun started again. Xander plowed into her pussy from behind while William's cock was gobbled at the other end by her hungry mouth. William's hands tangled in Lilah's hair, his hips moving ever so slightly back and forth. Lilah moaned and made exclamations of pleasure around his hard shaft. Xander fucked her harder, getting closer to exploding with every thrust.

They fucked like that for a few minutes before holding back was no longer an option. Xander fucked harder and faster, slapping her ass with his balls. Lilah's sucking intensified, and she groaned loudly as she came. Her pussy fluttered around Xander's pistoning penis.

"Annhhh! Shit! I'm going to cum!" Xander announced. He thrust in a few more times before pulling out and jerking himself frantically. "Ahhhh! Ohhh--Oh fuck!" Xander moaned, shooting a not inconsiderable load on her ass cheeks.

The gooey liquid dripped down and into her crack. He rubbed it into her skin and slid his fingers along and into her slit. Lilah hummed her appreciation and rubbed her snatch against Xander's fingers.

"Lilah!" William shouted. "Oh--Cumming! Unnnghh!" He clenched his teeth and fisted his hands in her hair.

Lilah swallowed the first few volleys of cum that erupted, then took her mouth off of him. She pumped his dick and fondled his balls. His thick spunk shot out hitting her in the face with loud splats, she closed her eyes and opened her smiling mouth--thoroughly enjoying the copious cum bath. He kept squirting for at least 30 seconds before running dry.

"Mmmmm--that was great," Lilah sighed in contentment, licking the cum off from around her mouth then going back to his cock to suck and lick it clean.

"Did we pass?" Xander asked, leaning against the headboard. "Are we Horizons Entertainment material?"

"You two did just fine...more than fine."

The teenagers were reeling from the intense threesome; their eyes were hooded and sleepy, their bodies well satisfied for the moment.

Lilah giggled when she saw the goofy looks on their faces. "You aren't thinking of going to sleep, I hope? Mama needs a shower, boys, and you get to help." She got off the bed, their cum dripped down her face, ass and the backs of her thighs. She crooked a finger at them, "Come along..."

They watched her ass as she sashayed into the bathroom then looked at each other.

"Wow..." they both said in awe.

Some time later...

"You--filmed us having sex? Why didn't you tell us?" William asked, standing next to the video camera that Lilah had revealed to them. It had been concealed in the closet.

"You didn't ask." Lilah ran her hairbrush through her wet, raven tresses.

"Well, I don't generally assume I'm being filmed having sex--"

"Get used to it, handsome." She grinned. "I wanted you two to act naturally. So I kept that info to myself. Another thing--your name. William's a sweet name, but I see you more as a bad boy."

Xander busted out laughing. "Him? A bad boy? Oh, man! That's hysterical!"

"Shut up, wanker." William frowned, shoving lightly at Xander's arm.

The men moved over to the bed and sat down on the edge.

"Maybe the old William was a wholesome lad, but the William who fucked me in that bed and the shower while his friend joined in the fun is a bad boy. That's the image I want to cultivate for you--" Lilah looked thoughtful for a moment, then said, "--Spike."

"Pardon me?" William asked.

"Spike. That's your name now. Spike Crane, super stud." Lilah smiled. "It--suits--you," she said, looking pointedly at his bath towel-covered groin with a lascivious grin.

"I don't know--Spike? What kind of name is that?" William ran a hand through his newly shorn, platinum hair.

"It's a great porn name," Xander said. "I want one, too! What's my new name?!" he asked excitedly.

She giggled. "Unless you'd like to change your name, I think Xander's a very strong and unique one. You want to think of a new last name?"

"Maybe...Harris is kinda...blah...and played out. It's taken me as far as its gonna. Also, Grammy Harris would have a stroke if she got wind of what I was doing. A new last name would be of the good. Oooh! If I change my whole name, how 'bout Heywood Jablome, or Buck Naked? Hehehe!"

"Keep thinking," William, who would henceforth be known as Spike, joked with a smirk.

"Spike," Lilah smiled, "are you familiar with the actor Ripper Giles' work?" she asked, referring to a very popular porn star from the late 70's and early 80's.

"Yes--I believe I saw one of his movies..."

"Oh yeah! I remember that guy. He was totally cool--all badass and shit. We saw his film 'Club Gangbang' a few years ago. Wonderful title, by the way. Very direct and to the point," Xander commented.

Lilah put down her brush and moved over to the bed, sitting on the bed in between Spike and Xander. "That's who I want you to base yourself on. The attitude, style, the working-class accent...I want you to become not a copy of Ripper, but an even better, sexier version."

"How do I do that? I don't know how to be sexy."

"I'll help you." She stroked her fingers through his wet hair, her other hand squeezed Xander's thigh. "I'm going to give you a bunch of Ripper's movies on DVD. I want you to watch them and take notes. Can you give me a smirk?"

"Huh?" Spike asked.

"A smirk or a sneer. Try one for me. Think Elvis or Billy Idol," she said.

"Okay..." Spike tried an Elvis-like sneer.

Xander giggled. Lilah elbowed Xander and smiled.

"That's good. Work on it. You can practice in the mirror. I also want you to use your tongue a lot. You know, curl it behind your teeth, press it to the roof of your mouth, move it around in there."

"I'll...try," Spike said.

"Good, I know you can do it. I'll get those DVD's for you in the morning. I'm going to make both of you very rich and very famous. You--want to watch the tape we made?" Lilah arched an eyebrow, a slanted smile on her face.

They agreed that that sounded like a great way to spend the evening.

[A/N: The first of the porn films is in this chapter. I've never been on an actual porno set, and I've never seen one being made. If there are any discrepancies or things that are just flat-out wrong, I apologize. I can only speculate as to what goes on when they are actually made. And, yes, I know that it's crazy not to use condoms. This is just a fantasy story, try to put real life concerns aside for awhile.]

Chapter 4: Working Hard

Xander and Spike were watching some of the DVD's that Lilah had given him to study Ripper's work.

"Wow, look at him go..." Xander said.

Ripper was plowing into a blonde's pussy, jackhammer-style, while an Asian girl straddled the blonde girl's face and fondled his balls.

"That guy's a legend..." Xander chewed on some pretzels.

"How am I supposed to act like him? He's cool, I'm not," Spike said worriedly.

"Just pretend you're cool, then. You can do it. You got the sneering/smirking thing down pretty well in just one day."

"It takes a lot more than that to be cool. We have to go to the studio tomorrow--I'm not going to fool anyone..."

"Hey, don't be so negative, man! You look great, and you've been absorbing Ripper's movies all day. You'll be ready. And we're not actually filming tomorrow, we're just going to meet some of the other actors and learn the ins and outs of the place--pun intended," Xander laughed.

"You're right...I'm just nervous." Spike settled back on the couch to watch the movie, and take mental notes.

While Xander and Spike's time in Hollywood was going much better than expected, Buffy's was turning out much, much worse...

Over the last week, Buffy went to several auditions; none of them seemed very promising. If she could just get one call-back, one little break, it would make her feel better about things.

As things stood now, she'd been mugged, she was living in a shitty, little place, she got hit on by creeps at the diner and went home tired, and her feet were sore from standing all day. So far--this sucked donkey balls. But she had to stick with it--Persistence and perseverance, those were the keys to getting an acting career off the ground.

Buffy tried forgetting her many problems and just doing her job. The diner was busy; there was very little time to think about anything. That suited her just fine. Not thinking was of the good. She spotted a couple guys who'd given her some trouble, Earl and Wayne. They were older, in their 50's or 60's, balding, and lecherous. Flo had told her that they didn't mean any harm, they just liked to talk big and flirt. But Buffy couldn't help being squicked when one of them gave her a leer or moved like they were going to pinch her ass.

"Hey, sweet cheeks!" Earl called to her. "How about that pie I ordered? What, are ya makin' it from scratch?"

Buffy growled lowly, keeping her smile in place. "It's coming, sir," she said sweetly.

She loaded up her tray and started for the perv's table. Buffy didn't know if it was purposeful or not, but her shin came in contact with someone's leg as she quickly walked across the room to deliver the food. She tripped over a diner patron's extended leg and went sprawling to the floor, plates flying off of her tray and shattering on the hard floor. This wasn't the first header she'd taken since starting work here. She'd broken a few plates and cups over the last few days.

"Hey, you okay, sugar?" Flo asked, offering her a hand to stand back up.

"That's comin' out of your pay, kid!" Joe yelled from the kitchen.

Buffy groaned and rested her forehead on the ground. "Someone shoot me, please."

Unfortunately for Buffy, her luck continued in this manner for the next few weeks.

Lilah was taking Xander and Spike on a tour of the studio. It was surprisingly clean and business like. They'd expected something different; squalor or dirt on the floors, dirty walls. But everything looked very well kept and tidy.

"There's Riley and Robin," Lilah said, indicating two tall, broad-shouldered, young men stuffing their faces at the craft services table.

They followed her over.

"Spike, Xander, I want you to meet Riley Finn," the sandy-haired man smiled, "And Robin Wood." The African-American man nodded curtly.

The four men shook hands.

"Welcome to our little, very happy family." Riley smiled winningly.

"Riley and Robin are our top male, bisexual actors," Lilah said proudly.

"Oh...bisexual? That must be...convenient," Spike said lamely. He'd never met people who 'swung that way' before.

"You have no idea," Riley laughed.

Lilah continued to gush, "Robin has a butch, rugged, moody look and Riley has those adorable boy-next-door looks. I could just eat 'em up."

"Done and done," Riley joked.

"Is that a promise, Lilah?" Robin grinned. "It's been awhile..."

"Oh, you boys!" Lilah slapped at their barrel chests. "I have to finish showing the newbies around. You two rest up for your next scenes."

"See you two around," Robin said in a deep, smooth voice, scanning the blonde and brunette.

Riley looked at Spike. "I hope we get to work together--real soon." He winked and ran his tongue over his top teeth.

Spike blinked and swallowed. Was Riley hitting on him?

Lilah giggled, "If you see Lorne today, tell him I need to talk to him about that sailor flick we're doing next month." She was referring to Lorne Valentine, their director who handled most of the gay/bi movies.

"Will do, boss." Robin saluted her.

"Thanks, boys."

Lilah led Spike and Xander away. Riley and Robin turned to check out the new actors' asses.

"What do you think?" Riley asked, tilting his head to the side to look from a different angle.

"Nice. The brunette looks pretty solid...wouldn't mind hittin' that."

"I like the short blonde--Spike. Can't wait to find out why they call him that...Great hair, nice, tight-looking ass, hot accent and that face--very hot. You could even put a wig on him and he'd be just as pretty as any girl around here. You think Lilah fucked them yet?"

"Oh yeah. It's Lilah, man. I would have, too," Robin replied. "Can't blame her. She probably took them for a ride like she did to us when we first started."

"Picturing them fucking Lilah...now there's some perfect stroking material. I'll think of that if I have trouble gettin' it up today..." Riley smiled and laughed.

"Faith, Harmony, Tara and Willow, this is Xander and Spike. Our newest additions," Lilah introduced them.

They greeted each other politely.

"Cool." Faith looked them over with a grin that showed off her tongue stud. "When do I get to work with them?" She rubbed her hands together then cracked her knuckles.

"Down, girl," Willow said. "Sorry, Faith is a total skeezer."

"Bite my ass, Rosenberg." Faith flipped her off to the laughter of the other girls.

"Again?" Willow smirked. "Sorry honey, my dance card's full." Willow intertwined her fingers with Tara's.

Lilah interrupted their banter, "Faith, you'll be working with them tomorrow in their very first scene. I cast them as football players in the locker room scene."

"The gangbang? That's cool. Shit--I got to motor, got another scene to shoot. I'll catch you two studs tomorrow. And don't polish your knobs tonight. Save all that boy cream up for me." Faith puckered her lips at them then left to go to her set, swinging her hips back and forth.

Spike and Xander blinked owlishly at her brazenness.

"God, she's such a slut! She loves her some cum baths," Willow laughed. "She's serious about saving it up for her." She wagged her finger admonishingly at Lilah. "Now, don't you wear them out tonight. They have a big day tomorrow."

"I make no promises." Lilah grinned.

Harmony had been uncharacteristically quiet through the conversation. Usually she couldn't be shut up. Spike's hotness had paralyzed her temporarily--but she was coming out of it.

"I like your hair, Spikey."

"Thanks...and it's Spike."

"I think Spikey is cuter. Maybe we'll do a scene together soon."

"Yeah, maybe..."

"It was nice meeting you guys," the very attractive, kind-faced Tara said. "We've had a busy afternoon. I can't wait to get home and relax in a nice, hot bath."

"Nice meeting you, too." Xander smiled.

Spike smiled and nodded.

"I'm her ride. See ya!" Willow took Tara's hand. They walked away together, giving each other a peck on the lips.

Xander whispered in Spike's ear, "There's a naughty bit o' crumpet, mate! Hot lesbian action! I think I died and went to Heaven. Hope we get to act with them."

Spike raised his eyebrows and nodded. Willow was petite, pixie-ish and lovely, whereas Tara was tall, fuller-figured, with the most amazing, large, soulful eyes. Spike would definitely love to take either of them to bed. Picturing the blonde and redhead together was enough to harden any red-blooded man's dick.

Lilah tugged them along with her to another set. "There's still more to see."

Harmony followed them like a puppy dog. Lilah sighed and turned around.

"Harm, honey, you have another scene this afternoon. You can talk with the new boys later. They're throwing a party to celebrate their new careers this Saturday. I'll be posting the address on the bulletin board."

"Oh!? Great! I'll be there! I'll bring Cheetohs Paws!" Harmony winked at Spike and skipped away.

"We're having a party?" Spike asked.

"Yes. It'll help you to get to know and schmooze with your fellow actors. And any excuse to have a party is a good one. Follow me."

Xander shrugged. "I guess we're having a party."

They came upon another set. This one was designed to look like an office with a large desk, a couch, book cases, etc. This set was also occupied. A scene was being shot. Three actors (two women and one lucky man) were sucking and fucking on top of the desk.

Lilah spoke in hushed tones, "The guy is Angel. You met him the other day. The girl riding him is Anya. The one sitting on his face is Glory."

"Will we be working with them any time soon?" Xander kept his voice low.

"We'll see." Lilah smiled.

They stayed and observed the conclusion of the scene where Angel jerked off and came on both the hot, kneeling blondes' faces and down the middle of their tongues. When the director called cut, the crew clapped. Anya's expression changed immediately, becoming detached and business-like. She grabbed her robe and a towel, wiping the cum from her face as she walked away.

"Anya, Glory, come over here a second," Lilah called. "I want you to meet the two newest studs in our stable."

Anya and Glory, who was also toweling off, approached them.

"This is Xander and Spike."

They exchanged pleasantries. The boys were trying to act normally despite the raging boners they had going.

"You two are very attractive. Are you good at giving orgasms?" Anya asked casually.

Lilah raised her hand, "I can vouch for the fact that they are very good at it."

Glory laughed. "Oh, Lilah, you don't waste any time! I am so going after your job--it's fantabulous!"

"Dream on, sweetie. I'm never giving up this position."

"Don't blame you," Glory ran her tongue over her lips, looking over the two yummy, young men, and wondering when she'd get a crack at them.

Xander and Spike were trying not to blush and giggle like schoolgirls.

Angel strolled over in his robe. "Getting a feel for the place, guys?"

"Yeah, everyone's been real nice." Xander wondered if he should shake Angel's hand. "That was a great scene you three did."

Angel grinned. "How can you go wrong with these two beauties?" he asked, putting his arms around Glory and Anya's shoulders. Anya looked uncomfortable. "It's rough. We're doing 'Office Supplies' and the cheerleader movie at the same time."

"Tired, Angel?" Lilah asked sympathetically.

"I could use some time to refuel. I want to be good to go for the locker room scene tomorrow."

"Go rest up then, iron man. You'll come to Spike and Xander's party this Saturday, right?" Lilah stroked their backs as she talked.

"A party? I'm there. You're organizing it?" Angel asked her.

"Eh, bien sur! The boys aren't practiced at entertaining yet. I'd be remiss if I didn't plan it for them."

"Great, can't wait," Angel said, trying not to let his apprehension about Spike show. He needed to at least look like he was confident. "I'm gonna take off, see all of you tomorrow."

They all said goodbye to the popular leading man.

"Why does he think he can put his hands on me when we're not shooting?" Anya asked. "I don't like him, and he knows it."

"Anya, please," Lilah soothed her, "Angel doesn't mean anything by it. He's just a touchy-feely type of guy."

"I haven't made an issue of it because you asked me not to, but if he keeps--"

"We'll talk about this later." Lilah leveled her gaze at Anya, giving her a 'not in front of the newbies' look.

Anya nodded. "Okay, sorry. Later..."

The whole time they were talking, Glory couldn't take her eyes off the new boys. She couldn't wait to sink her teeth into their tight, young flesh.

"Come on, Anya, let's call it a day," Glory said. "Can't wait for that party..." She grinned at the men.

The next day... Xander and Spike had been nervous all morning. Today was the day; the day they were going to have their porn cherries busted. People bustled all around the locker room set, readying it for filming. The set designers were obviously very good at their jobs; it was very convincing. There were at least 10 other guys naked, wearing jockstraps or towels around their waists, standing around talking. Xander was wearing a jockstrap, Spike wore a white towel.

"Nervous?" Lilah asked them.

"Yeah," Xander said.

Spike nodded in agreement and gulped.

Faith walked onto the set like she owned the place, wearing a red and white cheerleader uniform. The men cheered her arrival. She grinned and bowed dramatically.

"Mornin' all! I'm Faith, and I'll be your cum-slut for today."

The men laughed.

Faith looked them all over. "Yum, yum, gimme some! You guys are looking wicked perky today!"

Angel walked in behind her and slapped her ass as he passed by.

"Hey, watch it, Mr. Quarterback!" Faith said good-naturedly.

"Couldn't resist, baby," Angel laughed.

"Okay, people!" Warren clapped his hands. "I want the other football players scattered around at first. Faith, you know what to do."

"You know it, Dubya," Faith made sure her uniform was smoothed out. She playfully flipped up her skirt at Xander and Spike, giving them a glimpse of her shaven pussy. "Are we getting better background music for this one? The stuff in the last movie was so fucking cheesy."

"It'll be low-key. Don't worry," Warren assured her.

Lilah's cell phone rang. With an impatient sigh, she answered it. "Yes?" She listened. "Uh-huh." Pause. "He is? Shit--that's just great," she said with sarcasm and an eye roll. "Thanks for the warning." She clicked off the phone. "Dick's here."

"What?" Warren asked. "The big guy is here?"

"Yep, he just drove up. Andrew, Jonathan, come here," Lilah called over the assistants.

They scurried over and stood up straight and tall (as tall as they could), awaiting instruction.

"The Mayor's here. I want you two to go to his office and clean as fast and as thoroughly as you can. You know how he hates dust."

"Yes, Miss Morgan! We'll do a great job!" Jonathan said. He and Andrew ran off to do as she ordered.

Warren paced. "I want to start filming--I don't have time to wait. I have two other scenes to shoot today!"

"It'd be best if you waited. He'll just come in and interrupt anyway." Lilah chewed on a thumbnail.

"Hang on, everyone," Warren told the waiting actors. "We're having a visit from the Big Cheese. We have to wait for him to get here."

Lilah motioned Xander and Spike over to her. They walked to her.

"What's going on?" Xander asked.

"The Mayor's here."

"The Mayor?" Spike's brows knit.

"His name's Richard Wilkins, but we call him The Mayor. He was the Mayor of some hick, mid-western town a long time ago. The nickname stuck. He usually doesn't come here. He leaves the day-to-day business to me. But occasionally he'll show up out of the blue. He's a strange guy--well, you'll see. Just don't let it make you nervous."

They nodded.

A tall, cheerful looking man walked in. He was wearing an expensive, gray suit. His hair was reddish-blonde and thinning on top.

"Lilah!" he greeted her, his eyes twinkling. He took her hand and kissed it. "You look wonderful, as always. You could be a beauty queen!"

Lilah chuckled. "Always with the flattery. Richard, you're looking well."

"Thanks! I've been taking morning constitutionals lately on doctor's orders. That fresh, cool morning air does wonders." He patted his sides and breathed in. "I'm taking a trip up to the mountains next month; do some hiking, get back to nature. I'm going to have a gay, old time!"

"That sounds great. Oh, Richard, these are two of the new actors we hired in the last casting call. Xander and Spike."

"Nice to meet you, boys." He shook their hands like he was on the campaign trail.

"Hello, sir," they both said politely.

"Well, you're fine and healthy looking lads." The Mayor grinned. "Going to make us lots of money?"

"Uh--We hope to, yes, sir," Spike said.

"This is their first film," Lilah smiled fondly at them.

"Really? Golly, it must be quite exciting for you two then!"

"Yes, we're--real excited about it." Xander wondered what kind of porn kingpin used the word 'Golly'. Lilah was right...the guy was strange.

"Such nice mannered boys. Good manners are in such short supply these days! It's darn near impossible to even get a civilized 'God bless you' when you sneeze anymore!"

"What is this world coming to?" Lilah shook her head.

"Hey," Faith walked up. "Good to see you again, boss."

"Faithy!" The Mayor hugged her heartily. "How's my favorite girl?"

"Five by five, you know me. Come to see the hot action?"

"I like to check on how things are going from time to time, as you know. Gosh, don't you look adorable! Just as cute as a button!"

Faith smiled. "Thanks. But who'd want to fuck a button?"

"Now, Faith," he admonished her, "no coarse language unless you're acting. You know how I disapprove of that."

She winked at him. "Just messin' with ya, boss man."

The Mayor pinched her cheek. "You little scamp! Hiring this little firecracker was the best thing I ever did."

Their relationship seemed to be a father-daughter type thing. Stranger still...

Warren sniffed. "We need to get moving here, sir."

"Ah, Warren Mears! How are you, son?" Warren's hand was pumped.

"Fine, just fine. But I have a heavy schedule today so..."

"Okay, okay! I can take a hint!" Wilkins laughed. "Don't let me hold things up. I'll just quietly observe--I won't get in the way. You kids just work your magic."

Warren sighed in relief. "Great. Alright, let's go! Places!" he shouted to the actors.

Everyone took up their spots around the room.

Warren called, "Roll cameras--Sound--Aaaaand--Action!"

The Mayor and Lilah stood together to watch.

'Head Cheerleaders'

Starring: Faith, Angel O'Connor, Riley Finn, Anya Jenkins, Glory, Robin Wood, Willow, Tara McClay, Harmony Kendall, Darla St. John

Faith smiled brightly, bouncing on her heels, "Hi, guys!" she said to the football players. "I wanted to congratulate you on a great game!"

Angel stepped towards her, wearing only a jock. "We couldn't have done it without you and the rest of the girls in the squad, Faith. You inspired us..." He licked his lips, his eyes going up and down her body.

"Me? Aww, I was just doing my part for the team."

Angel walked up to her. He put his hand on her outer thigh and dragged it upwards, gathering her skirt up and revealing the fact that she wasn't wearing underwear.

"There's something else you can do to show your 'support'...It's not really fair to show us the goods without letting us follow through."

Faith's grin widened. "I'd be happy to show some school spirit."

Spike rolled his eyes. 'Who writes this stuff?' Being an aspiring writer, he couldn't help but groan internally at the predictable, unimaginative dialogue.

Faith and Angel started kissing. He raised her skirt and held it at her waist; her ass and pussy were on display. Riley moved up behind her and fondled her ass; he knelt down and pulled her skirt down her legs. Faith stepped out of it.

"You all want a turn?" Faith asked the assembled men.

The football team, as one, boomed, "Yes."

"As Captain of the team, I get to fuck her first," Angel declared, lifting her off the ground and carrying her to a massage table.

He sat her on it and pulled her shirt off over her head. The pierced nipples were kind of a giveaway that she wasn't a sweet, little cheerleader--Not to mention the pierced tongue and labia.

Faith lay back on the massage table. Riley and Robin each palmed a breast while Angel spread her legs and dived into her bald pussy with his tongue.

"Ohhh--Oh yeah!" Faith moaned.

The other boys closed in around the table. Faith scooted, letting her head hang off the edge and opening her mouth. Riley dropped his towel and moved in front of her face, stroking his erect cock. Faith took him into her mouth and began sucking. Riley groaned and slowly skull-fucked her.

Eager hands groped at Faith's body. Mouths replaced hands on her tits. Angel stood, took his cock out of the jock and started fucking her. Xander and Spike anxiously awaited their turns. Riley came in her mouth, pulled out and jacked the rest onto her lips. Faith giggled and caught what she could with her tongue. Riley stepped away, giving Xander a nudge.

Xander took a deep breath and took position near Faith's mouth. She grinned then took him in. Xander moaned; she sucked like a frickin' vacuum cleaner! Her tongue ring rubbed along his staff; he'd never been blown by a girl with a tongue piercing. Faith reached out with both of her hands and took two other men's dicks, and pumped them.

Angel pulled out and jerked off for a few seconds. He came, squirting onto Faith's stomach. It was kind of a weak load. Angel hid his frustration that his cumshot wasn't as good as he'd hoped it would be. He moved aside to let the next guy, Lindsey, have a turn. Lindsey thrust right into Faith's snatch and started humping away.

Xander panted and groaned. "Shit--Uhhhhh!" He shot his load down her throat, forgetting to pull out for a few seconds. His cock slid out of her mouth, spurting onto her chin and lips.

"Mmmmmm!" Faith hummed and smiled. "Tasty load. Thanks, babe."

Xander smiled, "No--Thank you!" He moved away to let the next guy step up.

Spike was hanging back, his towel still in place. He was beginning to have serious doubts that he could do this. He was getting hard with all the action going on--that wasn't the problem. The problem was actually doing it in front of everyone--including Lilah and Mr. Wilkins, who were smiling and looking on.

After the next guy busted a nut in Faith's mouth, Spike was encouraged to step up.

"Drop the towel, sweet cheeks," Faith said saucily, licking her lips clean of cum again.

Spike gulped and pulled off his towel. Faith's eyes bulged. "Holy shit! Is that all you?"

"Uh..." Spike didn't know how to respond. He didn't have any scripted lines.

"Get that monster in my mouth--now!" She opened wide.

Spike took his cock in hand and put the tip on her wet lips. Faith's tongue snaked out and licked at the head. She wrapped her lips around it, and moaned as she sucked and slid her mouth over him.

Wilkins leaned over to Lilah and whispered, "My goodness! Young Spike has an enormous John Thomas! He could wrap his member around a tree!"

Lilah smiled. "Yes, I know."

Faith gobbled more of his prick into her mouth. She resembled a baby bird trying to eat an overgrown worm. The other guys were watching intently as Faith sucked on Spike's cock. Ford, the guy presently fucking her, groaned and came inside of her before finishing by jerking onto her stomach as the others had done.

"We've got to get that boy a starring role! And quick!" Wilkins stared, mesmerized.

"This is only his first film, Richard. We need to ease him into--"

"Nonsense...that boy is a star. You can work with him to get him ready. But I want him put in a starring role pronto."

Faith now had half of Spike's dick in her mouth--she was in Heaven. She loved big cocks--and his was the biggest that she'd had the pleasure of meeting in person. She took one hand away from one of the guy's cocks and wrapped it around the base of Spike's, jacking him into her mouth. Hard dicks surrounded her, but the granddaddy of them all was currently sliding in and out of her mouth.

The room was filled with the heavy breathing and moans of all present. Faith "mmmmphed" and hummed continuously. Robin (who'd stepped in after Ford) started pounding into her saturated pussy hard, staring at her sucking mouth on Spike's cock--and hoping that he'd get a chance to try it, too, at a later time (with Spike, that is). This movie was strictly het, unfortunately. Riley stroked his own re-hardened dick while watching, wishing that he could fuck Spike's ass while Faith blew him. Spike had a fine, tight ass; perfect for fucking.

Spike stayed as still as possible, letting Faith control how much of him she took. She was very good at it; she seemed determined to get as much in as possible. She reached her limit, however, gagging on it--but she recovered and went right back at it like the trooper that she was.

"Yeah--" Robin panted, "suck that big cock, Faith! Swallow it! Ahhhhh!" Robin jerked, cumming. As per the script, he too moved out of her and came on her stomach and pussy.

The other guys joined in; cheering Faith on to take it. She was game, but couldn't manage to get the last quarter of Spike down her throat. If the porn thing didn't work out, she could always be a sword swallower at the circus. She took her other hand and grabbed his heavy balls; squeezing them. Spike groaned.

Angel stood by, trying not to be envious. He didn't like it when someone else got more attention than him, or out-performed him. He knew this 'Spike' character was going to be trouble for him...That was one, impressive cock though, he had to admit again.

Gunn (another big, burly, young black man) took Robin's place at Faith's pussy. His cock made wet, squishy sounds as he screwed her; she was leaking jism from the other men who hadn't removed themselves before cumming.

Spike's eyes were closed, concentrating on what Faith was doing with her mouth and tongue.

He moaned loudly, "I'm going to cum!"

The men chanted, "Cum--Cum--Cum!" Faith sped up her stroking and sucking; wanting to make the behemoth go off. Spike's hips hitched and he gasped, his cum starting to spill down her throat. Her eyes went wide again as he flooded her mouth. She swallowed around him a few times then took all but the head out. She gulped down the thick emissions as quickly as she could--jiz squirted from the corners of her mouth. Opening her mouth to remove all of him, she swallowed the load and gasped.

"Shoot on my tits!" she ordered him, still pumping his cock. Spike helped her aim it up her body. Wad after wad struck her chest. "AAAAAHHH! OHHHH YEAH!!" Faith shuddered, climaxing forcefully herself.

The other men whistled and hooted, dumbstruck by the extremely messy cumshot. A few of them came too (including Riley, for the second time); further drenching Faith's torso with spunk. After he was drained, Spike moved away to the applause of the onlookers. He swallowed and smiled slightly.

Xander nodded at him enthusiastically. "That was fucking incredible!" he whispered. "Way to go!" He didn't mention how he had the strange and disturbing urge to lick Spike's cum off of Faith's tits--that wouldn't be well received. Those kind of thoughts were occurring to Xander more and more often--he was disturbed by them--but still undeniably turned on.

Spike had little energy left to do anything but nod in response. He did it. He wasn't sure if he could, but he did it. Faith was great at giving head. It wasn't as difficult as he thought it would be to get into it and let go of his anxiety. Everybody seemed to approve of his performance. He felt--proud.

The scene went on with several cameramen circling around to get the best angles and shots. Finally, all the young, horny men had a turn cumming on Faith's body, in her mouth, pussy or in her hand. Faith's body was bathed in white man-goo.

"Anytime you boys need some encouragement, you cum see me." Faith winked at the camera, smearing the cum on her tits and belly.

"Aaaand--Cut!" Warren ended the scene. "Great work!"

The cast and crew broke into thunderous applause.

The Mayor clapped too. He looked at Lilah. "I want you to bring the new boys to my office as soon as they've washed up. That Spike boy is going to go far in this business. Oh, and make sure they wash behind their ears."

"I will," Lilah said, extremely turned on by the scene. She couldn't wait to get Xander and Spike back to her office and have her way with them.

After playing with her boytoys for a while in her office, and then getting them washed up, Lilah brought them to The Mayor's office. They stood in front of his desk.

"Would you boys like a root beer float? Or some candy, perhaps?" A perpetually smiling Wilkins asked, touching a bowl of hard candy, the kind that your grandma always kept around for when you visited.

"No, thank you, sir," they replied.

"Let's get down to business, shall we?" The Mayor steepled his fingers on the desktop. "Spike, I liked what I saw out there. You gave 110%, and Faith just thinks you're the bee's knees. And she's not easily impressed," he chuckled. "What I want to do, is get you in a starring role. You have real pizzazz," he popped a piece of ribbon candy in his mouth and sucked on it, "real screen presence."

"Oh...well...thank you, sir. That's--nice of you to say," Spike said slowly.

Wilkins waved away Spike's humility. "Don't be modest. And Xander, I think you've got a bright future too. You have that innocent, boy-next door quality that gals really go for. What I'd like to see eventually, is a movie with both of you as a team with a girl or girls. Teamwork is very important, don't you find?"

They nodded.

"You look good together. Contrasts. And you're already friends--it's obvious that you have a good rapport. Rest assured boys, we're going to make you both very popular and wealthy, making a pile of cash for ourselves in the process, of course." Wilkins turned to Lilah. "Lilah, find a project for Spike to star in immediately. We have to have a good one laying around."

"You know," Lilah said, getting an idea, "I think I do have a good one for him..."

Later that night...

Lilah sat down next to Spike on the couch, handing him a script.

"Roman Orgy 2," Spike read the title. He looked at her.

"It's a period piece. You'll be playing the returning military hero who gets there in time for the carnal fun. Can't wait to see you in that leather skirt and breastplate...you're going to look so good," Lilah purred and stroked her fingers through his hair.

"What about Xander?" Spike asked.

"He'll be in it, too. He'll be one of the revelers."

"Good. He'll be happy to hear that when he gets home." Xander had decided to stay behind at the studio to help with getting sets ready for tomorrow. He wanted to learn everything about the business.

"Want me to--go over some lines with you?" Lilah put her bare foot in his lap and rubbed it lightly against his crotch, curling her toes around his package.

"Li-lahhh..." Spike drew out her name, his head fell back to rest against the back of the couch. "I'm tired."

"Awww, poor baby...You did have a big day." Lilah snuggled up to his side, running her hand up and down his chest slowly. "Let me do all the work, baby." She sat on his lap and started kissing him while tugging his shirt up.

The phone rang.

"Let the machine get it," Lilah mumbled, continuing to ravage his sweet mouth. She lifted his shirt off and pressed herself against his chest.

The phone kept ringing until the machine picked up.

"Oh, I was hoping you'd be home, William...It's so late for you to be out."

Spike gently pushed Lilah away. "It's my mother," he said with a look that told her that he was going to answer it.

Lilah sighed and climbed off of his lap.

Spike hurried to the phone. "Mum? I'm here. Sorry--I couldn't get to the phone right away. Are you alright?" He listened. "Oh, thank goodness. I was worried when I heard your voice."

Lilah laid back against the arm of the couch and started unbuttoning her shirt. She wanted to be ready when he got off the phone.

Spike glanced at her. "Hmmm? Oh--things are a bit--busy for me here just now, Mum. I'll come to see you soon though, I promise. Did you get the money I sent?" He smiled. "Good."

Lilah took off her shirt, then played with the front clasp of her bra. She gave him a kittenish smile, running her tongue over her teeth.

Spike groaned lightly then cleared his throat. "Umm--Don't worry about me, Mum. I can afford to send you the money. I'm fine, really. I've made some--good friends here. A friend of mine, Lilah, even helped Xander and I get a nice place to stay as well as jobs."

Lilah smiled and undid her bra; sliding the straps down her arms slowly. Her hands stroked up her taut stomach to her heavy breasts. She fondled herself, scratching her nails over dark nipples.

Spike swallowed, his eyes riveted to her. "Uh-huh...right..." He was getting more distracted.

Lilah slid her hands back down to undo her pants. She lifted her butt off the couch and pushed her pants down her slim legs, kicking them off her feet. She hooked a thumb into her G-string and snapped it against her hip. Her hands then moved back and forth over the tops of her thighs. She spread her legs and moved a hand over the top of her barely covered mound. Lilah licked her lips and pulled the G-string material taut, causing the thin strip underneath to slip and rub between her nether lips. Lilah moaned softly, pulling and releasing the material.

Spike breathed in, then released a shaky breath. He was tired, and trying to carry on a phone conversation with his mother but--God--he was so hard for Lilah right now. He watched as her other hand went to her mouth. She licked her fingers then rubbed her nipples with them. Spike licked his lips, planning on adding his own saliva to the mix very shortly.

"That's--good. Ummm-Mum, can I call you tomorrow afternoon to chat more? I'm right...in the middle of something." Spike couldn't take his eyes off of Lilah. "Okay, love you too, Mum. I'll talk to you tomorrow."

He hung up the phone and dived on top of Lilah, kissing her passionately. She squealed and wrapped her limbs around his body.

"Oh, Spike! Oohhhmmm!"

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