Author: Chris Cook
Rating: NC-17
Copyright: Based on characters from Buffy The Vampire Slayer, created by Joss Whedon and his talented minionators, and all manner of things including the James Bond series by Ian Fleming/Eon Productions, and The Avengers by Brian Clemens. All original material (I'm sure there's some in there somewhere) is copyright 2005 Chris Cook.

Agent Hot Tamale's Hacienda Fortress, Mexico
Guest Quarters, Living Room
2150 Hours

Willow finished typing up her report, sent it on its way across the Ministry Smut-Net to London for analysis, and closed her laptop to look thoughtfully across the table at Tara, still typing on her own laptop, and frequently stopping to frown thoughtfully at the screen. She felt Willow's eyes on her and glanced up, offering a quick smile.

"I type fast," Willow explained. "I was kind of born with a laptop and modem already attached."

"I bet your mother enjoyed that," Tara noted, earning a giggle. "I'll be done in a few minutes, I'm just adding whatever notes I can think of, about Cordelia today. Whatever might be useful."

"No problemo," Willow smiled. She stood and came around the table, reaching out to gently rub the back of Tara's neck.

"Hey," she suggested, "what do you say I run a nice, hot bath?"

"That'd be nice," Tara agreed, "but... I, uh..."

"What's the matter?" Willow asked. Tara looked up at her hesitantly.

"I, ah, just don't want to give you the wrong idea, and then disappoint you when we get there," she explained. "I'm not really feeling up to... today was hard, and I'm still trying to deal with it, so, what we would normally be getting up to, sharing a bath..." she gave Willow an apologetic smile. "I hate to be clichéd, but I'm kind of not in the mood, for that..."

"Oh, no, don't worry," Willow shook her head.

"I just didn't want you to go to any trouble, and then get turned down-"

"Not a problem," Willow assured her. "Not in any way, shape or form a problem, I promise a relaxing, non-smutty bathing experience, and good times all around."

"Sorry," Tara said sheepishly.

"No, don't be," Willow replied quickly, crouching down to be at eye level with her. "Look, I won't deny the thought of me, you, naughtiness of the adults-only variety, it's more than just a pleasant way to pass the time, but... I want to be what you need, and if you need me to just hold you, cuddles and nothing more - even if you need your own space, and no me in the picture for a while - well then, that's what I want. I want to do what makes you happy, because, what makes you happy makes me happy, and it's handy how that works, I think. It's definitely a good thing, all with the goodness..."

Tara's smile widened as Willow spoke, and eventually she reached for Willow's hand, which had moved to rest on her shoulder, and brought it to her lips, silencing Willow with a soft kiss.

"There's never no you in the picture," she promised. Willow grinned and bit her lip.

"Really?" she asked. Tara nodded.

"Well, then, I... you know what?" Willow said, then leaned forward and gave Tara a quick kiss on her lips, simple and loving. "I'll go get that bath going, and you come on in whenever you want."

"I wouldn't miss it for the world," Tara smiled.

Agent Hot Tamale's Hacienda Fortress, Mexico
Guest Quarters, Bathroom
2200 Hours

"Hey sweetie?" Tara asked, swinging the door closed behind her. She looked around when she heard an answering "Hey" from one side, and saw Willow perched on the edge of the marble vanity, with a cupboard open and various bottles of lotion and scented soaps strewn around. She was wearing a towel wrapped around her chest, which extended down just far enough to decently cover her - though if her legs, hanging off the edge of the counter, hadn't been crossed, it would have been a precarious distinction.

"Just checkin' out the selection," she said. "What do you think, pink bottle or purple bottle?" She held up two lotions.

"What scents are they?" Tara asked.

"Pfft!" Willow protested. "Who chooses bath lotions that way? Oh, I know - both! Pink and purple - pinkle. Or purk. Punk? That's not right..."

"Gimme those," Tara laughed, taking the bottles from Willow. "Hmm... there's no A-Branch marking, so they probably won't explode if we mix them up."

"Oh well that's a good thing," Willow nodded. Tara glanced down at the lack of towel covering her upper chest, where her breasts, constrained slightly as they were by the material wrapped around just above her nipples, were lifted and displayed slightly.

"You're sure you're not trying to seduce me?" she asked, making sure her smile was wide enough that Willow wouldn't take her teasing too seriously.

"I promise no matter what, there is no chance you'll end up with a disappointed Willow tonight," Willow replied. "As if you ever could, anyway. But just because we're not going further than cuddles doesn't mean the scenery can't be nice, right?"

"Very nice," Tara nodded, as Willow slipped off the counter and walked over to the full, steaming bath to mix the lotions in, giving Tara the opportunity to admire her legs and rear as she bent over.

"Mmm," Tara said, half to herself. She slowly undid the sash of the dressing gown she had donned after finishing up her report, and slipped it from her shoulders, letting it slide slowly down her back.

"Lemme get that for you," Willow offered, taking the gown and hanging it on a hook on the wall. She returned to Tara and hugged her side-on, resting her head on her shoulder.

"You're so soft," she whispered dreamily, gently rubbing her cheek across Tara's skin. Tara smiled and kissed the top of her head, then worked her hand around to Willow's back and undid the loose knotted corners holding her towel in place. Willow stepped back a fraction to allow the towel to fall to the tiled floor, then moved back in, sharing a contented sigh with Tara as their bodies pressed together.

"So," Willow murmured, "bath...?"

"I'm honestly not sure I want to move from this very spot," Tara chuckled.

"Me neither," Willow agreed. "Oh, I know - c'mon, together." She and Tara both giggled as they crossed the short distance to the bath, still hugging, and stepped into the steaming water, supporting each other to keep their balance.

"You like the water hot," Tara noted, sinking down to kneel with the water lapping at her stomach.

"Yup," Willow said cheerfully, moving behind her and reaching for a washcloth and the soap, "hot, steamy, and full of Tara. Here," she offered, moving a waterproof cushion onto the side and nudging Tara to lean forward on it, "relax... there's plenty of room. Actually you know, my ideal bath would have one more element added."

"What's that?" Tara asked, crossing her arms over the cushion and resting her head sideways.

"Well..." Willow admitted, a smile and a blush waging a quick struggle for dominance on her face, "...I kind of have this thing for pink bubble bath..."

"You do?" Tara asked. "I like bubble bath... that's definitely going on our to-do list."

"Yay," Willow smiled, gently placing her hands on Tara's hips, one on either side. "Now, you just let me take care of everything... just relax..."

"Mmmm," Tara agreed, as Willow's hands travelled slowly up her sides, gently manoeuvring her body so that she lay sidelong in the expansive bath, stretched out from her folded arms on the edge, with the water covering her breasts and reaching most of the way up her back, and Willow straddling her thighs. Willow paid great attention to washing her back, stroking her hands back and forth, spreading steamy water over her smooth skin before applying the soap and working up a lather that made her hands slide easily from the back of her neck right down to her waist.

Tara's eyes remained closed and she breathed slowly, concentrating her full attention on Willow's hands as they moved back and forth, up and down, sliding sensuously across her skin. Tara marvelled at how, even though Willow's fingers frequently reached far enough around the sides of her body to brush against her breasts, and her palms often dipped far enough to cover the top of her ass, there was nothing sexual about her caresses - just love and care, given freely, and bestowed on Tara's smooth form in the knowledge that her touch was welcome, anywhere. The experience caused a bloom of pleasure within Tara's chest that was not arousal but satisfaction, almost like the aftermath of a strong climax - languid bliss, utter contentment, and no desire to do anything at all but lie right here amid a mist of joy that warmed and kissed her skin as the steam rose from the water around her.

Tara felt Willow's hands move to her shoulders and gently urge her up, and she let herself be rolled over without protest, or even opening her eyes. For a moment, though, she reached up and caught Willow's hand, squeezing gently, then she did as Willow silently bade, lying back, soaking, calm.

Willow took her leg and lifted it slowly out of the water, running her palms up and down from ankle to thigh and back again. Tara opened her eyes to see Willow rest her cheek against her gleaming calf as her hands moved down to her foot and began to wash it, careful not to tickle. Willow moved her cheek slightly, nuzzling Tara's skin in a subtle echo of the motions of her fingers moving around her foot and between her toes. Tara pursed her lips happily as Willow worked the soap smoothly into her skin, rhythmically massaging as she went.

She eventually lowered Tara's foot back into the water and repeated the process with her other, down to resting her cheek against Tara's calf as she held her leg up. When that was done she moved around to kneel between Tara's feet and, lifting both her legs, scooted forward so that Tara's knees rested over her thighs, affording her easy access as she worked up a good lather in her hands and applied it in long, slow strokes to Tara's legs, from her ankles all the way up to her thighs.

"Is this okay?" she asked quietly, breaking the almost meditative silence that had settled over them. Tara realised her hands had come to a halt on her inner thighs, half-way along above her knees. She nodded slightly and eased her legs open a fraction more.

"You touching me is always okay, sweetie," she murmured.

She closed her eyes again, leaning her head back, and heard Willow's deep breath as she moved forward. Her hands warmed their way up Tara's thighs, and gently moved to her folds, pressing slightly, feeling the soft flesh give beneath her fingers. She avoided nothing, cupping her fingers first around Tara's mound, then to the edges of her labia, then gently parting them to stroke feather-soft among her yielding inner lips, and even between them to caress a fingertip around her entrance. She moved up, fingertips still parting Tara, and brushed over her clit, squeezing just slightly, acknowledging the tiny heartthrob bundle within its hood.

'Ohhhhh my gooooood,' Tara thought, as Willow repeated the gentle motion, from without to within, then up again. 'She can do this... she can touch me like this, and it soothes... it heals. How can she touch me there, and it still be simply tenderness? God...'

"Sweetie," she whispered, without consciously meaning to.

"Hmm?" Willow paused. Tara smiled at herself, and gave her voice over to her feelings.

"Love you."

Willow's hands resumed their bathing, and Tara could feel her answer spreading from her fingers. After some time she moved on, around Tara's hips to her ass, moving herself up so that her thighs rested beneath Tara's, supporting her half-floating to give her free access. Her hands were firmer now, but no less tender as she bathed Tara's cheeks, and between them, delicately circling her tight orifice.

Soon she made her way to Tara's stomach, her palms circling and caressing in slow patterns, and Tara couldn't help letting out a giggle as Willow's thumb dipped into her belly button and wiggled. Willow giggled with her, then her hands were rising, cupping Tara's breasts from beneath. She shifted again, moving as far forward as she could between Tara's legs, her abdomen flat against her sex.

"I like that," Tara murmured, as Willow slowly covered her breasts with her hands and massaged the soap into the soft, pliant flesh. "Being so close together..."

"Feels good," Willow agreed. She devoted herself to bathing Tara's breasts, making no secret of the pleasure she felt at touching them. Tara never considered objecting - she knew Willow would never ask for a pleasure she wasn't ready to give. There was no building momentum, no climax on the horizon to overshadow the gentle caresses Willow was bestowing on her - it was simply sharing for its own sake, not just sharing of bodies and pleasure, but sharing grief and sorrow if need be. Tara felt the burden on her heart lifting, bit by bit, as Willow cleaned away the day's hurt.

After a while Willow moved on, washing Tara's arms, working down to her hands, where she paid special attention to each finger one at a time, kissing each fingertip as she finished. Tara gave a contented murmur as Willow lay down beside her, cuddled up against her in the steamy water, and very gently began to wash her face, applying just enough water to be warm but not hot, caressing on a layer of soap and smoothly rinsing it away again, covering her chin, her cheeks, her forehead, her ears, and ending in a tiny kiss on the tip of her nose once she was done.

"How do you feel?" she whispered.

"Wonderful," Tara replied, opening her eyes to see Willow's smile.

"Me too," she grinned.

"Can I return the favour?" Tara offered. Willow chuckled and stretched, their bodies sliding easily against one another.

"You don't even need to ask," she nodded, laying back as Tara sat up beside her and took the soap from her unresisting hand.

Osbourne Industries underground facility
Millau, France
1300 Hours, local time

"Oh man," Harmony yawned, "I hate trans-Atlantic flying." She and Cordelia were following Daniel through a corridor, in the approved supervillainous stainless steel, towards a control room up ahead.

"It took three and a half hours, Harm," Cordelia pointed out. "From LA, too - that's practically meteoric. Faster than even the Ministry's best supersonic transports can manage, too. Besides," she added in an undertone," it takes you longer than that to decide what to wear in the morning."

"It's a very important decision!" Harmony protested. "It can't be rushed - I mean, look at this place, if I'd worn white here I'd be so clashing with the décor."

"You don't have anything in white, Harmony," Cordelia snapped. "You got rid of everything in your wardrobe that wasn't black when you decided you wanted to be a supervillain."

"Supervillainess," Harmony replied. "I have boobs, you know."

"I know that Harm, I can see through your top same as everyone else. It's not a gender-specific term."

"Duh, 'villains' are male, 'villainesses' are female!"

"'Villain' is an acceptable gender-neutral appellation. There's no reason to go around defining yourself by your gender, it's been shown in studies that women are just as capable of hijacking nuclear weapons and holding the world to ransom as men."

"Oh, I am so not getting into this argument again," Harmony huffed.

"Harmony," Daniel said from up ahead.

"I know, shut up," she grumbled.

"You did good."

Harmony's face lit up as she looked ahead, to see Daniel giving her a faint smile before turning to descend into the control room. The balcony the corridor emerged on angled into a ramp, running half-way around the circular chamber and offering a comprehensive view of its cavernous size, and the matrix of huge steel support beams holding the great dome in place, like a massive metal spiderweb. Various computer stations, fitted with the regulation blinking lights, lined the perimeter of the steel cavern, but its centre was open, dominated by a large circular table, finished in brushed metal, with appropriately futuristic chairs around it.

"Okay, not bad," Cordelia admitted, nodding to Daniel. "I retract my prior statement - letting Harmony design the C&C may not have been the stupidest idea in all of history."

"Thank you," Harmony said, with what might have passed for good grace in poor light.

"That said," Cordelia continued quietly to Daniel as she caught him up on the ramp, "I give it two minutes before she does something dumb again."

"She's the most familiar with the Panacea program," Daniel said defensively. "It's natural she should oversee this support facility."

"I'm just sayin'," Cordelia shrugged.

"So you like it?" Harmony said, skipping up just as they reached the floor and headed for the conference table. "You've got all your computer access whatsies all in the one place, access to the underground garage over there... there's inlaid controls in the master chair - red button's the chair-dropper and flamethrower arrangement, blue for the video screens for boastful exposition of your plans-"

"Try not to get those two mixed up," Cordelia muttered.

"...green for summoning minions - I laid in some extra minions for the barracks level up above, with custom uniforms, which were kind of pricey, but I was sure you wouldn't want your minions outfitted off the rack." She shuddered at the thought.

"Where's the Panacea matrix?" Daniel asked, inspecting the control panel on the arm of his chair.

"Under the table," Harmony said proudly. "Anytime you want to bring it out and gloat, just push the yellow button and the whole thing folds open and it rises up out of the floor, it's really cool. Oh, the black button is for the deadly animal pit, I had the engineers make sure the spy-lowering device in that works extra slow. Uh, the hatch is over there," she added, pointing at a nondescript patch of floor, "so don't stand there, 'cause, you know, deadly animals..."

Daniel prodded the button experimentally, which produced a set of solid steel manacles lowering slowly from the ceiling above a pit which slid open in the floor, nowhere near where Harmony had indicated.

"Oh!" she pouted. "Oh, my bad - the circuit breakers are over there, that's the deadly animal pit. Okay, best we found that out before we had to use it."

"You think?" Cordelia asked. She joined Daniel at the edge of the pit, peering in. The pit was thirty feet deep, twenty of them filled with water, including various submerged hatches covered by metal grates.

"The habitat's at the other end of the tunnels," Harmony explained. "This is just, you know, the spy-killing part of it."

"Hmm," Daniel nodded approvingly. "Sharks?"

"Couldn't get any sharks, sorry," Harmony apologised.

"Sea snakes are popular with villains this time of year," Cordelia offered.

"Yeah, sold out - there was a rush on them."

"So, what...?" Daniel prompted. Harmony leaned over to push a button on the chair, and the grates swung open. After a moment's expectant silence, a squat, furry creature swam out and began to circle around the pit.

"Two minutes," Cordelia said airily.

"Harmony," Daniel said with forced calm, "what... the hell?"

"It's a platypus," Harmony explained helpfully.

"I can see it's a platypus," Daniel replied. "I want to know what it's doing in my underground lair."

"Well I was as surprised as you are," Harmony began, "but I was talking with the guy at the evil pet store last week when I was finishing setting this place up, and it turns out that platypussies-"

"Platypi," Cordelia interrupted.

"-have these little spines just behind their back legs, and there's like toxin or something in them, and it's actually enough to kill a dog, so I figured, well, it'd at least cause blinding pain in a human, or something."

"Evil pet store?" Daniel asked Cordelia, who nodded.

"Where did you think they kept getting them from?" she retorted.

"And electric eels are, like, impossible to get," Harmony carried on, "and there's been some kind of ban on using piranhas since some guy with a laser satellite accidentally made his spy-killing pool too shallow and a bunch got stepped on by mistake, and this was all they had... but look at her, isn't she just precious?"

"Cordelia, deal with this," Daniel said, shaking his head and wandering off.

"Harmony-" Cordelia began.

"I know what you're going to say," Harmony began knowingly, "but I really think we should be giving opportunities to the less-used evil animals - I mean, god, could sharks have any more publicity? That's totally like leather pants, they've been done already, time to move on."

"Yet, like leather pants, sharks work," Cordelia argued. "You said 'she'?"

Harmony nodded.

"And you know it's only the males that have the poisonous spines?"

Harmony's face fell. "You're sure?" she asked. Cordelia nodded.

"Well..." she said hesitantly, "I did get a cheap deal on a head-mounted laser... Only it's not waterproofed yet, the guys at the store said it'd be ready in maybe two weeks?"

"Harmony-"

"And look at her!" Harmony went on. "She wants to help out so much - can't you just, like, feel the villainy radiating off her?"

Cordelia gazed down at the platypus, which had stopped circling and was drifting lazily around.

"Only compared to you," she said.

"I named her Platypussy Galore," Harmony said proudly. Cordelia nodded and turned from the pool.

"Daniel, you deal with this," she said in passing.

"What am I supposed to do about her?" Daniel demanded.

"I don't know, throw her in the platypus tank or something," Cordelia shrugged. "Maybe it'll put a ladder in her stocking or something equally horrific. I'm going to check the facility's defences, just in case all the sentry cannons are fitted with nerf guns or something."

Agent Hot Tamale's Hacienda Fortress, Mexico
Guest Quarters
1030 Hours

Willow looked up from her laptop as the room's wall-mounted screen came on, showing a call waiting. She glanced over her shoulder at Tara, still sleeping contentedly in the queen-sized bed, pulled her dressing gown around herself, and moved into the kitchenette to take the call there.

"Hot Tamale here," said the agent on the other end when Willow put the call through.

"Morning," she replied. "What's up?"

"New files from the London office," Agent Hot Tamale said. "They're being downloaded to your laptop now. And your Mr. McDonald has been singing like a canary, we've put together quite a profile on Osbourne's operations with his help."

"How drunk did you get him?" Willow asked with a grin.

"He's a lightweight," she said dismissively. "It only took a couple of hours. London's had analysts work on the transcripts, the results are all there for you. They say be ready to go in five hours, Kitten One is on the way to take you to Europe. I've deployed the airstrip - which incidentally has covered up the pool," she added in annoyance.

"Sorry," Willow smiled in sympathy. "Thanks for the update, Adorabunny out."

She returned to the apartment's main room just in time to see Tara stirring from her sleep, and her laptop beeping softly as a list of new files appeared, marked 'urgent'.

"Good morning," Willow said quietly, sitting on the edge of the bed. Tara blinked in the light, then snuck a hand out from beneath the covers to stroke her thigh.

"Morning, sweetie," she smiled. "Was that a call?"

"Oh, sorry," Willow said, covering Tara's hand with her own. "Didn't mean to wake you."

"I was half-awake anyway," Tara admitted. "Just enjoying a snooze for once."

"I wasn't sure," Willow nodded. "I liked watching you sleep, anyway. They've sent new files from the McDonald interrogation. There's no hurry, our ride won't be here for five hours. They're sending Kitten One."

"Wow, they're not wasting any time," Tara said, sitting up. She noticed, with a grin, Willow's eyes roving over her body as the sheets fell to her waist.

"Yeah," Willow agreed. "By tonight we'll be in Europe - somewhere, I haven't checked the destination... yet..." She trailed off as Tara executed a classic stretch-and-yawn, arms out above and behind her head, back arched, breasts fully on display.

"Vixen," Willow chuckled.

"Guilty," Tara agreed bashfully. "Mmm... bathroom time."

"Take your time," Willow offered. "I had a shower earlier. I'll get dressed and go over the files."

"Get dressed?" Tara asked forlornly.

"If I'm not fully dressed, how are you going to un-dress me?" Willow asked innocently.

"Oh, yes," Tara nodded thoughtfully. "That's a... definitely a point to bear in mind." She grinned and leaned over to give Willow a kiss. "Back soon," she added as she slid off the bed. Willow gazed unashamedly at her retreating form, then, once the bathroom door was closed, glanced towards the walk-in wardrobe and grinned.

Agent Hot Tamale's Hacienda Fortress, Mexico
Guest Quarters
1055 Hours

"Is that breakfast I smell?" Tara asked, poking her head through the ajar door. Willow looked up from her laptop and nodded.

"There's toast, cheese, croissants, various jams, scrambled eggs - take your pick," she said, gesturing to the plates arrayed on the table. "I tried pancakes, but they came out kind of funny-shaped..."

"I like funny shapes," Tara said, emerging from the bathroom with a towel wrapped not very thoroughly around herself. "Croissants sound good... Willow?"

"Yup?" Willow grinned. Tara, having rounded the table and gotten a good look at Willow, laughed happily.

"What's this?" she giggled, waving a hand at Willow's attire - sneakers, blue overalls over a light grey long-sleeved top, even a Scooby Doo watch. Her hair hung straighter than usual, making it seem a touch longer, trailing silkily over her shoulders and around her collar.

"You remember I mentioned the me of my school years?" Willow smiled. "Miss conservative who liked exercising her imagination reading naughty stories? I thought you might like to meet her. From what the wardrobe's disguise section had on offer, this is pretty close to Willow Rosenberg, circa high school."

Tara smiled widely as she took in Willow from head to toe and back again, shaking her head in amusement.

"Sweetie, you're so," she began, and hesitated. "So..."

"Dorky?" Willow grinned.

"Adorable," Tara corrected her. "Absolutely adorable, you're... my god, you're so cute! I just want to hug you forever!"

"I ain't stoppin' ya," Willow noted. Tara took half a step towards her, then paused, her smile turning thoughtful.

"I've got a better idea," she said, turning to scoop a croissant onto a plate. "I just have to get something ready. Stay here, I'll be back before you know it."

"Um... okay," Willow shrugged, watching in confusion as Tara took her plate and headed for the wardrobe.

Agent Hot Tamale's Hacienda Fortress, Mexico
Guest Quarters
1110 Hours

Willow was still typing away happily, a half-eaten slice of toast and jam on her plate, when she heard the voice from behind her.

"Willow Rosenberg?"

Willow spun around, not exactly startled by Tara's voice, but wondering at the oddly authoritarian tone. Tara was walking slowly towards her, her hair done up in a severe bun, wearing slim glasses, discreet yet eye-catching makeup, a very businesslike-looking suit with a jacket opened just enough to give a tantalising hint of the tight silk blouse beneath, and a matching short skirt that showed off her legs, clad in dark stockings, to great effect.

Before Willow could respond Tara spoke again, accentuating the slightly British undertones in her usual American accent.

"I'm your teacher, Miss Maclay," she said. Willow opened her mouth to voice a question, then caught on and nodded, fighting a quick, intense battle with herself not to grin like a cat that had just caught a full-sized pterodactyl. Tara produced a notebook from behind her back and glanced at it.

"You're approaching your final exams," she said, all business, "and I see you're receiving top marks in all subjects... except one?"

"Miss?" Willow asked meekly. Tara flashed a quick grin at her, then resumed her role.

"Sex Ed," she said. "We can't have you graduating with only a B- now, can we? Your other teachers tell me you're a very diligent student, so I'm sure you'd like straight A-plusses across your courses."

"Yes Miss," Willow nodded. Tara smiled politely and sat on the edge of the table, just beside Willow's laptop.

"I think I know how we can improve your grades in this area," she said, her voice dropping slightly, becoming more personal, and a touch more sensual. "Learning such an... intimate subject purely from textbooks can be counter-productive. I think you could benefit from a more hands-on teaching style. Don't you agree?"

"I-I'd like to try, Miss," Willow nodded again. Tara's teacherlike manner was bringing back her memories of high school, and she found it easy to mimic her own nervous, eager mannerisms from back then.

"That's what I like to hear," Tara smiled, sitting a little further back on the table edge, so that her thighs and knees rose into Willow's field of view.

"Now, just so I can tailor your 'lesson'," she added with a friendly, subtly sensuous grin, "are you attracted to boys, girls, or both?"

"Girls, Miss," Willow replied promptly. 'Okay, so I'm not technically staying in character for my teenaged self,' she admitted silently. 'But who knows? If I'd ever had a teacher this hot, maybe I would have figured myself out a lot sooner.'

"I see," Tara said inscrutably. "Now before we get into more... thorough detail, I want to throw a key question at you. In terms of arousal..." She leaned forward, resting her elbow on her knee, capturing Willow's gaze in her own. "...what's the most influential part of you?" Willow assumed her 'thinking frown'.

"My... imagination, Miss," she replied, earning an appreciative grin.

"Perfect answer," Tara nodded. She glanced towards the couch across the room. "Would you prefer we sit over there? It seems a bit stilted to be talking about these kinds of things at an uncomfortable old school desk."

"Um, yes Miss," Willow agreed. She turned as she got to her feet, and felt Tara's hand rest softly in the small of her back for just a moment as they walked together to the couch and sat down, Tara positioning herself almost close enough for their legs to touch, but not quite. Willow sat with her hands on her knees, the image of the attentive student, while Tara's hands rested in her lap, idly holding her notebook.

"Speaking of imagination," she resumed, "If it's alright with you... how about you give me an example of something you've thought about that's made you become aroused?"

"Uh, an example, Miss?" Willow asked, feigning the wide-eyed nervousness she always used to feel whenever she wasn't sure she knew the right answer right away, even though a scenario was beginning to form in her mind.

"It's alright," Tara assured her. "Anything you tell me will be just between us. And there's nothing wrong with fantasising, you know. It's quite healthy, and most people do it all the time. I certainly do," she added, with a reassuring smile, and just a hint in her eyes that the object of her fantasies was sitting right next to her. Willow returned the smile automatically, and nodded.

"Suppose we start slow," Tara went on. "Have you ever fantasised about a specific person?"

Willow met her steady gaze for a moment, looked down at her hands, then glanced sidelong at her again and nodded.

"A classmate?" Tara asked gently. Willow shook her head, looking down again.

"A teacher?" Tara probed.

"You," Willow blurted. 'Yep, classic Willow,' she grinned inwardly. 'Ninety percent clamming up like a... clam, ten percent embarrassing revelations.' When she judged she had spent enough time fidgeting nervously, she glanced back up at Tara to see her smile. 'At least I know this 'encounter' isn't going to end in frustration,' she thought, giving a grin to match Tara's.

"Really?" Tara said after a moment. "Have you... ever thought of what it would be like, if I were to touch you?"

'Okay,' Willow thought quickly, 'going with classic school-Willow, this would be where I chicken out and make a lame excuse to leave, and regret it for the next few months... Let's change the script there, just a little.'

"Yes Miss," she said, in a voice that was barely more than a whisper.

"And did you enjoy those thoughts?" Tara asked, and her voice was low and steady, not so much a whisper as a purr. Willow bit her lip and nodded.

"I'm flattered," Tara went on. "You know, there's an opportunity here... I think I know a way I can teach you what you need to know, and make it an experience we'll both enjoy. You know it's easier to learn if you're enjoying yourself?"

"Oh, yes Miss," Willow said in a burst of sudden enthusiasm.

"Good," Tara smiled. "Let's begin, then - we'll review the more relevant anatomy first. Studying this kind of thing from a textbook can be so dry don't you think? I think we can improve on that method."

Tara moved her hand from her lap, and Willow watched as it neared her. She inhaled quickly, a shallow breath, as Tara's fingers brushed against her neck.

"What's this?" Tara asked. Willow swallowed to moisten her suddenly-dry mouth. 'Guess all the moisture's moved south.'

"Pulse point, Miss," she replied.

"And if, as you've imagined, I'm touching you here, intimately... what might I do here?" Tara moved her fingertips slowly back and forth, in time with Willow's breathing, as if she was stroking the air in and out of Willow's lungs.

"Um, kiss me... Miss," Willow managed. "Or-or, maybe... suck on my skin, there?"

"And what effect would that have, do you think?" Tara wondered.

"I-it'd arouse me, Miss," Willow whispered.

"We don't have a textbook to check the answers," Tara said softly. "But perhaps, we can see for ourselves... if you'd like?" Willow took a breath, held it a moment, and nodded. Tara leant close to her, opened her lips, and delicately placed them against Willow's neck. Willow closed her eyes and let out a little whimper of delight as Tara pressed harder and began to suck, while the tip of her tongue played back and forth as her fingertips had done.

"Mmm," Willow murmured quietly, "uh... yeah... ah, yes..." Tara leaned back, allowing just a little distance between her lips and Willow's moist skin.

"I like how you taste, Willow," she purred. Willow caught her breath.

"Th-thank you Miss," she sighed.

"Are you feeling aroused now?" Tara asked.

"Yes Miss," Willow replied quickly.

"Let's move on, shall we?" Tara smiled. "We've still got a lot of our lesson to cover." She slowly undid one of the shoulder straps on Willow's overalls and, watching her face all the while, slid her hand inside to cup her breast.

"Mmmm," Willow sighed at the back of her throat, as Tara held her and gently squeezed.

"What have we here?" Tara asked.

"Breast, Miss," Willow whispered, instinctively arching her back to press herself into Tara's palm. Tara nodded and slid her hand down over Willow's breast, so that her thumb grazed the bump where her nipple was poking against the fabric of her shirt and bra. Willow jolted and gasped.

"And here?"

"Nipple... Miss," she grinned nervously.

"Has anyone ever touched you like this?" Tara asked softly. Willow hesitated, then shook her head.

"No Miss," she whispered.

"Do you like it?"

"Yes Miss!"

"Good," Tara grinned. "There's some important physical reactions we should study here... it's a little difficult to take proper note of them, though, when we can't... see for ourselves."

Willow feigned an astonished glance, then let her expression fade into nervous excitement at the thought. Tara withdrew her hand and slowly undid the other clasp holding Willow's overalls up, sliding them gradually down around her waist. Willow's top beneath it proved to be a size too small, offering an enticing glimpse of skin where it didn't quite reach down far enough to cover the bottom of her stomach, and Tara made sure to brush her fingertips against it in passing.

Tara noted Willow's show of hesitant excitement as she touched her skin, and sat back for a moment.

"This doesn't make you uncomfortable, does it?" she asked.

"Uh... uh, no. No!" Willow insisted vehemently. "No, nuh-uh, all part of the learning experience... just, you know..." she trailed off, with a bashful smile perfectly pitched to tickle Tara's amusement, as well as other parts of her.

"I know," she nodded understandingly, half-concealing her delight, "it's not easy to relax when you're... exposed," her voice dropped half a sexy octave as she said the word. "Perhaps it might help if you weren't the only one?" She smiled reassuringly at Willow's surprised glance. "Well, then we'd both be in the same boat? Neither of us would be feeling more open than the other, so..."

"Um, yeah," Willow nodded. "I, ah, I get it, yeah. Yeah..." she repeated, as Tara undid the buttons on her jacket and let it fall open, revealing the full extent of her blouse's tight, figure-hugging slightly-transparent unsuitability for teaching. Her hands found the bottom of her shirt and fiddled with its hem while Tara unbuttoned her blouse and peeled it off herself. Beneath she wore a satiny black bra, which was cut in just the right way that its simplicity made it maddeningly seductive.

Tara glanced at Willow as she in turn pulled her top up over her head and dropped it behind herself. She had to suppress a giggle at the cotton bra she wore, plain white with little flowers adorning its edges - the very picture of innocence, or at least it would have been, had it not been styled so as to reveal rather a lot of Willow's modest yet firm cleavage, and made from fabric so thin as to leave very little to the imagination. She looked back at Tara with demure nervousness, and amusement sparkling in her eyes nonetheless.

"Well," Tara said, "I imagine I look a little silly, with just a skirt and no top... so..." She flashed Willow a smile as she stood, undid the zip at the side of her skirt, and slid it down her legs, along the way revealing matching black satin panties, and the tops of her dark stockings, clinging tightly to her thighs.

"You-you're... very... beautiful, Miss," Willow said tentatively, raking her eyes up and down Tara's form.

"Thank you Willow," she smiled, ducking her head in acknowledgement, every bit the polite, proper teacher in spite of her considerably improper state of dress.

"Should I...?" Willow asked, putting a hand on the overalls around her waist. Tara glanced down, then shook her head.

"No hurry," she said. "We'll get to that, in time. Now, where were we...?" She put her hand on Willow's shoulder and slid it slowly down to her breast, tracing the edge of her bra.

"Let's review," she said, "breast... nipple... this?" she asked, stroking the darker halo around Willow's nipple, just visible through the thin cotton.

"Areola," Willow whispered.

"And suppose you were aroused," Tara went on, "as I see... you are..." Willow couldn't help a moan as Tara gripped her more firmly, while moving closer on the cough so that she could reach around Willow's back and take her other breast into her hand as well.

"What signs would we be seeing here?" she asked.

"Um," Willow temporised, to gain time for her brain to start working again. Tara waited patiently, rhythmically squeezing and stroking her breasts, both hands moving in perfect time.

"The, uh..." Willow began. "Nipples... hardening..."

"Yes," Tara purred.

"A-and the areolae... the skin tightening, like the nipples..."

"Indeed," Tara nodded. "Let's take a look, shall we?" She leaned down, and Willow giggled softly as she felt her lips on her back. Her mouth moved over the clasp of her bra, Willow felt her tongue work, and then her bra was undone, held in place loosely over her shoulders, and by Tara's hands still cupping her breasts.

'That's a neat trick,' she grinned inwardly, doing her best to keep from slipping out of character by displaying her amusement too obviously.

"Now," Tara went on, allowing the bra to slide out from beneath her grip inch by inch, "we see... ah, there you go," she smiled as she lowered her hands, bringing Willow's nipples into view. "Quite firm... it's always more rewarding to see results like this first-hand, isn't it? Rather than just reading them from a boring old textbook."

"Ah, yes Miss," Willow moaned quietly, as Tara's fingers lightly stroked her nipples.

"Mmm," Tara agreed, "and so much more memorable... I'm sure you won't forget this come exam time, will you?"

"No Miss," Willow said firmly. 'You betcha I won't forget this!'

"Well now, we've achieved arousal through squeezing the breasts," Tara noted. "So tell me, what other methods might yield the same results?"

"Um, stroking," Willow replied, as Tara began to do just that. "Squeezing... ooh... squeezing the nipples... o-or stroking them, too... or even pinching?"

"Mmm-hmm," Tara murmured. "No reason not to, if your partner enjoys it... do you, Willow?" she asked, taking her nipples between each thumb and forefinger and applying a steadily increasing pressure.

"Mmmyeah," Willow breathed, her eyes closing. "Yeah... oh, yes... ah! Yes!"

"There's also the possibility of oral stimulation," Tara purred into her ear. "Kissing and licking the breasts... kissing the nipples... licking, and sucking... nibbling... even biting, if you're careful... it can be very exciting, you know..."

"Oh god," Willow moaned. She began to squirm as Tara pressed harder, but then suddenly released her. Her left hand remained on her breasts, caressing soothingly from one to the other, while the other, reaching around her, slid down her stomach.

"We don't want to spend too much time on just nipples," she explained as her fingertips reached the bundled-up overalls around her waist. "There's a lot more to get through in our curriculum, after all. May I?"

"Yes Miss," Willow said - probably a bit too eagerly, for nervous teenaged Willow, but Tara didn't seem inclined to point this out, as she spread her legs and lifted her hips slightly, offering herself into Tara's care.

"Thank you Willow," she said, sliding her fingers beneath the heavy, loose material, feeling the thin cotton underneath.

"Let's keep reviewing our anatomy," she murmured. Her hand stilled beneath Willow's waist. "Here?"

"Mons Veneris," Willow whispered.

"Named after?" Tara continued.

"Um... Venus, Miss," Willow replied. "Roman goddess of love... Aphrodite to the Greeks..." 'Sitting on the couch next to me, it seems,' she added in the privacy of her thoughts.

"Mmm-hmm," Tara confirmed, stroking her fingertips across Willow's cotton-clad skin. "It's quite satisfying to lick, and can be sexually sensitive, in some women. But moving on," she grinned at Willow's quiet moan, and reached further between her legs, feeling the heat and moisture of her sex as she cupped her mound.

"Name?" she asked. "The whole region?"

"Vulva," Willow whispered, trying not to start grinding herself into Tara's hand.

"It's a good word, isn't it?" Tara went on. "Derived from the Latin word for 'womb'... although now, it refers to this here, the external genitalia... funny how words change over time, isn't it? No doubt because it's such a fitting name... vulva," she whispered into Willow's ear, shifting slightly to sit half behind her. "Sounds luxurious, like velvet... but deeper, somehow... the sound of it hints at what's inside... and similar to 'lover', too... vulva..." She rolled the word around her tongue, squeezing Willow gently as she did so.

"Yes Miss," Willow managed in a hushed breath, not sure whether she was agreeing with her monologue or her ministrations.

"Very fitting," Tara continued, "as lovers enjoy giving pleasure to each other, and there's so much pleasure to be given here..." She pulled her hand back a little, so that her forefinger could find Willow's clit through the fabric, then all of a sudden began rocking her hand from side to side, rolling her fingertip quickly back and forth over her clit.

"Oh god!" Willow moaned loudly. "Oh, uh, uh, yes, ah, yes, yes-"

Her back arched, her hips bucked, her whole body straining under Tara's unrelenting stimulation of her clit. Tara held her firmly with her free hand, as the one busy between her thighs stayed in place, shuddering back and forth.

"UhhhUhhhUhhhUhhhUhhh-" Willow moaned, one long exclamation voicing her rapidly rising pleasure, until she seemed on the verge of peaking, and Tara's hand stilled.

"Uhh?" she asked weakly.

"Sudden changes of pace can be very effective," Tara noted, smiling broadly. "Remember that, it may be worth bonus marks in the exam."

"Uhhh... yes Miss," Willow sighed, her whole body tingling from the sudden rush.

"But we don't want to finish just yet," Tara said. "Not when we have more material to study..." She lithely slid behind Willow, stretching out her legs on either side of her. Her hands went to Willow's waist, gathering the bunched-up overalls, while her thumbs slid beneath the waist of her panties.

"Shall we go on?" she offered. Willow lifted her hips invitingly.

"Please, Miss," she replied.

"So eager to learn," Tara smiled. "You're a joy to teach, Willow." Willow beamed with pride as Tara slid her overalls down, panties too, to just above her knees, where she left them and returned her hands to her waist.

"Now that we can see what we're doing," she said with a chuckle, "we jumped ahead a bit there... just to stimulate your learning. What do we call this?" Her fingertip moved down to rest at the top of Willow's sex, touching very gently.

"Ahhmm... clitoris, Miss," Willow purred.

"Very sensitive," Tara nodded. "Typically protected beneath the clitoral hood, but during times of arousal... such as now... some swelling occurs, causing the clitoris to become exposed. Her size varies, naturally, and for some women the clitoris may be partially exposed at all times. Of course, you have to be careful here, too much stimulation at the wrong time could be very uncomfortable for your partner. But at the right time, as we've just seen... the feelings can be incredible... can't they?"

"Oh, yes Miss!" Willow agreed enthusiastically.

"It can be stimulated manually, as we've just seen," Tara continued, "or orally... just like your nipples, licking, sucking, even nibbling... or in fact, physical contact with practically anything, any toys you may be using, or any part of your body, or your lover's body, can be very pleasurable."

"Any?" Willow asked, curious.

"Think of that next time you see Samantha the witch wiggle her nose," Tara smiled. Willow giggled, at which Tara nuzzled her neck from behind.

"Willow, are you trying to distract me, to avoid your lesson?" she asked, her voice openly cheeky.

"Oh, absolutely not Miss!" Willow said, with deep sincerity.

"Well then we'll proceed," Tara replied, with more than a little satisfaction. "We'll leave the clitoris for the moment - don't worry," she added at Willow's protesting whimper, "I'm sure she won't be lonely for long, but we have other things to learn. And we do want to be thorough, don't we?"

"Yes Miss," Willow said without hesitation. Tara nodded and moved her hand forward a little, stroking her index finger and middle finger down either side of Willow's slick pussy.

"Name?" she asked.

"Outer labia, Miss," Willow replied promptly, sighing and spreading her thighs wider. "Or labia majora."

"Mmm-hmm," Tara nodded. She delicately parted Willow's lips and stroked her sensitive inner folds. "And?"

"Labia minora, Miss," Willow gasped.

"Yesss," Tara whispered in her ear, tickling her with her breath. "Protected by the outer lips, very soft, very sensitive... very intimate. And within... would you open yourself for me, Willow?"

Willow smiled and snuck a hand in beneath Tara's, sliding her fingers between her lips and gently spreading them.

"There you go, Miss," she giggled quietly.

"Thank you," Tara murmured. "And now...?" She extended her forefinger and placed it delicately at Willow's entrance.

"V-vaginal opening, Miss," Willow whispered. Tara returned her free hand to Willow's chest and began slowly massaging her breasts, squeezing her nipples lightly in the gaps between her fingers.

"Do you want to go on, Willow?" she asked.

"Yes Miss," Willow said at once, adding in a serious tone: "w-we can't leave anything out. There might be a question on it in the exam."

"Yes," Tara laughed, "you're quite right. Well then... The vagina can be a source of tremendous pleasure, and most women - not all, but most - enjoy penetration a great deal. You're also very flexible, very elastic... the sensations of something pressing against the inside of the opening can be very erotic, as, in some cases, can be the sensation of being stretched wider than is normally the case. Of course, one should start slowly - comfort is of the utmost importance. So..."

She slid her fingertip into Willow, meeting little resistance from her soaked passage, until Willow suddenly clenched her muscles hard, overcoming Tara's gentle pressure and immobilising her finger.

"Hymen, Miss," she said, before Tara could ask.

"Ah," Tara nodded, placing a little kiss on the side of Willow's neck. "Of course, the traditional symbol of virginity - though it's a delicate barrier, and can be broken by strenuous exercise, horse-riding being the typical example." She grinned at Willow's tiny shudder. "Conversely, with the various options available for external stimulation, the presence of the hymen does not, in itself, indicate a woman is not sexually active and fulfilled." She stirred her fingertip inside Willow. "Nevertheless, the historic, symbolic importance of the hymen runs deep, and there's no reason to dismiss it."

She gently hugged Willow closer to herself, and murmured quietly in her ear.

"If you wish, breaking the hymen can symbolise your love for your partner. Giving him, or in your case her, a gift... allowing her into a part of yourself that is as yet untouched. It becomes an extension of the act of penetration, that first time, and can be pleasurable as a result, even though there is a degree of pain associated with it. In your mind, allowing and trusting to your partner this... vulnerability... can magnify your feelings enormously. Making love is, after all, far from purely physical."

"Yes Miss," Willow nodded.

"So it follows," Tara murmured, "if that's how you want to regard it, that this is something you should only do with someone you love... someone you want to give yourself to... someone you feel safe with... someone you can be vulnerable to... and someone who feels the same for you, who will accept your gift of yourself and cherish you... who will never fear to be as vulnerable to you as you are making yourself for her, because she loves you, and trusts you."

"A-and, if I found that someone?" Willow asked.

"That's up to you," Tara said. "It's always your choice."

"Then I've made my choice," Willow nodded. "Make love to me, Miss Maclay."

"Certainly, Willow," Tara purred. At the same time her hand squeezed Willow's left breast firmly, pressing in on either side of her nipple with her fingers, her thumb found her clit and rubbed firmly against it, and she extended her finger straight and with a single, steady thrust, buried the digit inside Willow.

"Oh god!" Willow exclaimed, jolting convulsively. Tara held her hands still, letting Willow set the pace, smiling as her hips rolled and thrust by themselves, her pussy squeezing and relaxing, rising and then surging down, making love.

"How do you feel, Willow?" she asked, resuming her firm caressing of her breasts, and stroking her thumb and remaining fingers here and there among Willow's folds, just clear of her clit for the time being.

"You're inside me, Miss," Willow whispered, her head tilting back to rest on Tara's shoulder.

"Do you like it?" Tara asked, rather rhetorically in light of how Willow was moving.

"Oh yes!" she exclaimed anyway. "Yes Miss, oh god I love it!"

"Did it hurt at all?" Tara asked gently, drawing a deep chuckle from Willow.

"No," she replied, "there was a little pain, but it didn't hurt me at all. Miss, can you..." she added tentatively, "can I take more?"

"That's up to you," Tara said, wasting no time in adding a second finger to Willow's grasping pussy. Her body, evidently with no intention of playing along with Willow's virginity game, accepted the thrust easily and revelled in it.

"Oh, yes," Willow moaned. "Oh, yes!"

"This is convenient," Tara said, doing her best not to pant with arousal.

"Yes... Miss?" Willow asked between thrusts.

"There's one more point of interest... we should cover... in our lesson," Tara explained. She shifted her fingers slightly and pressed into Willow's inner walls, bending them so that her fingertips remained in place throughout Willow's gyrations.

"What do we call this?" she asked, as Willow squealed in delight.

"G-spot!" she moaned, her hands reaching back to grab Tara's back and hold her to herself tightly.

"And what does it do?" Tara asked.

"It..." Willow gasped, "it... god... makes... me... COME!" She let her head again fall back onto Tara's shoulder and screamed with pleasure as her body convulsed, holding Tara within her as her core pulsed and gushed a bounty of thick nectar over her fingers and hand. Tara moaned too, nuzzling her neck, kneading her breasts, moving her thumb to Willow's clit to draw from her another howl of joy, and another climax that crushed her fingers and bathed them in juices as Willow literally lifted off the couch, arching upwards in blind need to express the sensations bursting within her. She stayed there a moment, feet splayed on the ground, hands gripping Tara's waist behind her, the back of her head pressed into the crook of Tara's shoulder, and her body glistening with a sheen of sweat, muscles tightly bunched, held aloft in wanton pride. Then she collapsed back into Tara's embrace, breathing in great gasps as her body heaved and slowed, and Tara's hands became more and more gentle, finally stroking her with caresses as gentle as a feather, cupped over her breast and still sunk within her core, while Willow mumbled pleasurable nothings into her ear.

"You know what?" Tara said, as Willow began to gather her senses. "I think you're going to pass your exam with flying colours."

"Good," Willow grinned. "I'd hate to do poorly in my favourite subject."

"I don't think there's any chance of that," Tara laughed. Her laughter subsided to a grin as she gazed at Willow. "Thank you," she said softly.

"What for?" Willow asked. "I mean, besides the obvious - 'cause in that case, the phrase 'the pleasure was mine' has never been better used." Tara chuckled.

"For letting me be in charge," she explained. "It felt good... I think, after yesterday, I needed it, just to remind myself. Actually, it felt great," she corrected herself with a grin.

"You know the key to learning is consistent study," Willow said seriously. "I think it'd be downright irresponsible of me, as a student, not to ask for regular classes with Miss Maclay. Any time she wants."

"That's very commendable," Tara nodded. She kissed Willow's neck, then let her lips part and licked from her shoulder up to beneath her ear. "In that case... do you suppose Miss Maclay's favourite student would like to demonstrate some of what she's just learned?"

"Oh yes," Willow moaned.