Rating: NC17 all the way, even the author’s notes!
Pairings: Spike/Xander, Lil’ Xan/Willie Wanker, Willie Wanker/Lex Starfish
Spoilers: Spoilers to a really bad porno movie, and a ~snicker~ wee spoiler to Where the Wild Things Are.
Warnings: Excessive weirdness.
Summary: Penis meets penis, penis falls in love with penis, and they get damp.

Disclaimer: Ame owns nothing. Suki probably owns more but she doesn’t own the bois. They belong to Joss and UPN and a bunch of suit wearing pillocks who cancel good shows and makes the boys play with girls who have cooties.

Author’s Notes:

Ame: I really do take full blame for this fic. After all I'm the one who's a big pervert and stayed up watching a documentary on male porn stars on HBO.

Suki: Yup, that's what started it. Ame watching porn. Do you all see what a bad influence she is on me? Go on, tell 'em exactly what you were watching.

Ame: Umm, yeah it was about women making pornos and this woman was directing one that was a musical and it had a singing penis.
Yeah. A singing penis. I about died laughing. So I told Suki about it.

Suki: I nearly died laughing about it too! Crickey, you Americans watch some weird things! So anyway, that was when Ame suggested doing a fic where Xander and Spike's bit 'n bobs fall in love with each other. Crazy? uh-huh. ~nods~

Ame: Hey! I was watching it purely for research purposes. Not like they showed anything really interesting. They had to use a strap on so they could animate the slit lip-syncing the words. It gave me flashbacks to Millie Vanillie. Still I thought it would make a funny fic, reading something from the penis' point of view.

Suki: Course you were, hon. I believe you. ~whispers~ Thousands wouldn't. You do realize, Ame that I'll never be able to look at Mille Vanillie in the same way again? Although, I always did think they were a couple of dickheads! But, yeah, a fic with talking tackle. How could I resist that?

Ame: Hey! My Mom is the one that told me it was on! Anyway we wrote a fic, I did the brain’s point of view and Suki did the manbits’ point of view. And here it is, thanks to our wonderful beta Kitty Poker, we proudly present to you…

Tallywackers In Love


Lil’ Xan attempted to stretch. He didn’t get very far. Those damn, tight jeans Xander insisted on wearing lately really restricted his movement. Last week Xander had been watching a spot of porn. One thing had led to another and before he knew what had hit him, Lil’ Xan had found himself crushed painfully against rough denim. Thank the gods; Xander had let him out for a brief but fulfilling wax.

Now what was with those tight jeans? Lil’ Xan wondered. A thought came over him and he let his damp slit form a broad smile. Spike. Xander likes Spike. I like Spike. I like Willie Wanker. He’s so long and thick and very attentive. And he’s so pretty, with his soft brown curls and shiny helmet.

Lil’ Xan sighed and twitched. Oh, how he longed to writhe and rub against Willie Wanker, to feel his beautiful balls shimmying against him. Lil’ Xan sighed again; it was never going to happen at this rate. Xander’s brain had other ideas; it was still trying to tell him that he wasn’t gay.

Yeah, right. Hello? Tight jeans? Damp tight jeans? Thinking gay thoughts, here. And if I’m thinking them, he’s thinking them.

And of course there was another issue. What if Willie Wanker didn’t like him back? What if he had misinterpreted the mischievous wink he had given him the other day when Xander and Spike had gotten covered in demon entrails and they had stripped off in a panic to rid themselves of the foul smelling goo?

There was only one thing for it. He would have to find a way to talk to him. He needed to expel everything from inside him and spill it for all to see. He had to tell Willie Wanker that he loved him.


Xander shifted in his seat on the battered couch, trying to ignore his roommate. Roommate! Ha! Undead, bloodsucking mooch is more like it.

Not long after the whole Initiative going nutso and trying to kill Buffy deal, Spike had moved back into his wonderful, palatial basement apartment, bringing his bloodstained coffee mugs, dirty Doc Martins and chain smoking habits back into Xander’s life, much to the brunette’s annoyance.

Then there was that whole argument with Anya, and they ended breaking up. He worked all day and helped slay at night; it wasn’t his fault if he was…slow to get going some nights. And her bitching about it didn’t help.

He had hoped to meet some nice co-ed chick while tagging along with Wills and the Buffster to the party at Lowell House. He did start talking to one girl, but the wacky sex crazed ghosts kinda made her crazy and bald. He ended up spending the evening with the Biteless Wonder instead.

Now all he wanted to do was pull out the couch and go to bed, but no, Spike wanted to watch the telly and his stupid, mooching vampire ass wouldn’t get up off the couch so Xander could lay down. He just wanted this night to be over so he wouldn’t have to remember hearing Buffy and Riley going at it like wild minks on Viagra.

He wasn’t even going to let himself think about seeing Giles sing. He gave a shiver.

“Cold, whelp? You should do something about all the drafts in this place, it’s got more holes than your head.”

“My head and its holes are none of your business, Spike, and if you don’t like it you can always take your skinny ass down the street. I’m sure there’s a demon version of a Motel 6 in this town, somewhere or other.”

“You know, Harris, you spend an awful lot of time worrying about my bum. Always threatening to kick it and such. Like what you see?”

Sitting on the other end of the couch, Spike smirked at him. Xander’s stomach flopped at the look and a rush of heat went through him. He jumped up and grabbed the vampire by the arm, dragging him to a standing position.

“All right, that’s it. I don’t give a fuck for your ass Spike, except for the fact that I want it off my couch so I can go to sleep. Get the hell out.”

“But it’s raining, and I don’t want to get wet.”

At Spike’s fake innocent look Xander found himself wanting to grab the smarmy British bastard and just, just shake him. “I don’t care what you do, just go so I can get to sleep. Battling the forces of the sexually repressed has given me a headache and I want to crash. Go away.”

“You ever think about how…hard it must have been for those little ghostly kiddies, having been denied their earthly pleasures?”

Xander ground his teeth at the look on Spike’s face. The vampire was getting in his personal space and was leering for god’s sake. Spike just loved to push all his buttons and it made Xander’s heart race in anger and his stomach flip.

“Go. Away. So. I. Can. Sleep. Or else.”

“Or else what…Xan-der?” Spike did that growl in his voice and Xander just knew, knew, that he was getting off on making Xander pissed.

“Or else I’ll tie you to the fucking chair again and drag your ass out to get a suntan in the morning. Now move.” Xander could feel the muscles in Spike’s arm ripple as he forcibly dragged the other man away from the couch and bent over to pull it out.

“Suppose I could use a shower anyway. That frat house was all…hot and steamy with the jungle and all. Need to get cleaned up and let the water sooth my muscles. And you noticed my arse again, Xan-der. I’m beginning to think you do like it.”

Xander spun around so fast he fell back onto the bed and ended up looking upwards at Spike in the doorway to the bathroom. “I do not have a…a thing for your ass!! I am not gay! I just want to be left in peace so I can rest!!”

Spike shook his head and went into the bathroom, closing the door behind him. “Somebody doth protest too much, I think.”

Xander put his head in his hands. “Arrggh!”


Spike smiled to himself as he turned on the hot water and started to get undressed. It was so fun to wind the boy up and get him frustrated. He’d had to change tactics; with the demon-girl gone he couldn’t critique them on sex to get Xander pissed, and the lad didn’t even blink twice anymore when Spike dunked human food in blood.

But pushing the lad’s buttons over his sexual identity issues? Was so much fun! He’d get all flushed and pheromones and anger would fill the room and it was almost as good as getting the sodding chip out of his skull.

It wasn’t as if he actually liked the boy. He was one of the Scoobies and therefore was something to play with and tease. If he couldn’t kill him he’d just annoy him to death. He closed his eyes and took a deep breath. He could still scent Xander, even through the steam and the closed door, and as Spike undressed he palmed his cock and gave it a tug.

Fuck, yeah. It was good to play with Xander. He didn’t really like Xander, but at least he was better at conversation than that Harmony bint. And it was so easy to get him all flustered. Maybe he’d take a long shower and when he got out the boy would be asleep; he had been working hard lately. Spike could slip in-between his sheets while Xander was sawing logs.

He wondered what Xander would do if he woke up with a naked vampire in his bed?


Willie Wanker wiggled under the pressure of Spike’s palm. The cool touch was a thrilling contrast to the heat of the water that now sprinkled over his hardening form. The hand left him for just a moment, returning with a generous helping of soap.

Willie Wanker twitched and grew long and hard as Spike’s hand soaped him vigorously. He hoped that he was in for a damn good tug. He hadn’t had one for several hours and that just wasn’t natural. Of course, he would rather release his liquid soul while rubbing up against Lil’ Xan.

Willie Wanker sighed as Spike’s hand caressed him none to gently. If only he knew how Lil’ Xan felt about him. It had been so long since he’d realised his feelings. Spike had opened his jeans and scratched his bollocks and, him being a no-underwear type of guy, Willie Wanker had been able to pop out for a quick hello. That was the first time he’d ever seen Lil’ Xan. The dark haired penis had been lying fast asleep between the thighs of an equally asleep Xander. The human was spread out in a star shape on top of the covers and Willie Wanker could have sworn that Spike was looking at the delicious curves of Xander’s body as he tugged, pulled and stroked. Willie Wanker had been nearly knocked off his feet…well, he would have been if he actually had any feet. Lil’ Xan was so beautiful. He groaned as Spike pulled him harder and faster and his thoughts drifted to fantasies of rubbing against Lil’ Xan’s slick shaft. Gods, he wanted him. He’d do almost anything to get him. Willie Wanker shuddered and released cool seed as he made his resolve. He wanted Lil’ Xan and if Lil’ Xan wanted him too, then he was going to ensure that they would be together forever, no matter what.


Lil’ Xan squinted in the darkness and flopped over to the side. Thank the gods Xander had gone to bed naked again. Much more room to waggle around and do what dongs do.

Lil’ Xan had a thought. See? Xander. Naked. Again. Why would he go to bed naked when Spike was about, unless he really liked him?

He shook his head. I just don’t understand humans. For us manbits, it’s easy. If someone floats your boat, then you just sit up and admit it. There is none of this messing about and pretending to hate the other person. Hell, you can tell from the way they argue that they like each other. Sparkage? Yup

Lil’ Xan heard movement from the bathroom. Spike must be coming back. He wondered whether the vampire would be sleeping in the chair again. He hoped not. He couldn’t see a thing from under these covers. Now if Spike would just get in bed, also naked, then he could tell Willie Wanker how he felt about him. He just had to confess his true feelings before he exploded.

Lil’ Xan heard a rustling from above him. It had to be Spike. Was he going to do it? Was he going to get in bed with Xander? He heard Spike snicker. Well, he was up to something.

The room became quiet and, just as Lil’ Xan was about give up and get some shut eye, the covers lifted and he and Xander were bathed in lamp light. Lil’ Xan fought the urge to gasp; there was Willie Wanker in all his naked glory. He felt himself harden slightly and he smiled broadly.

Hey Willie Wanker!

Hey Lil' Xan! How’s it hanging?


The two tallywackers talked for hours. Spike had long since dropped off and an exhausted Xander was virtually in a coma. Lil’ Xan had been shy at first, his head flushing brightly whenever Willie Wanker looked at him for too long. Lil’ Xan had always had trouble with his confidence. Was he too small? Did he cum too quickly? Was he bent? But slowly over the years he had tried to build his confidence and now he was at a stage where he was fairly satisfied with his shape and size. But Willie Wanker? Oh, now he was a fine specimen. Girthy, long and firm, he was a fine figure of a tallywacker. Lil’ Xan felt like he was nothing compared to him. If it wasn’t for the long appraising looks that Willie Wanker constantly gave him, Lil’ Xan would have been tempted to forget the whole thing and not tell the other dick how he felt. But as the conversation continued, Lil’ Xan felt himself relax. Willie Wanker entertained him with tales of edible underwear, fruity flavoured lube and wanks in unusual places. The tall tales went on until Lil’ Xan thought his sides would split from laughing too hard.

Willie Wanker? Can I tell you something? Lil’ Xan asked as his laughter died down.

Willie Wanker sat up a little straighter. Lil’ Xan sounded like he had something serious to ask. Maybe he was going to ask him to back off. Maybe he had been coming on too strong and Lil’ Xan was uncomfortable with it. Damn it!

What is it, pet?

Um, well, it’s just, well…we’ve known each other for a while, right?

At the bob of Willie Wanker's head, Lil’ Xan continued. Well, I’ve been kinda having these feelings…for you…

Willie Wanker interrupted. For me? he asked, almost not believing that Lil’ Xan could feel the same way for him.

Yeah, Lil’ Xan replied, shyly. I really like you, really, really. When you’re around, I feel…excited and damp…

Lil’ Xan’s voice faltered and he started to tremble. He could feel himself quickly hardening and he desperately tried to avoid Willie Wanker’s gaze.

Oh, Lil’ Xan, I really like you too. More than that. When I’m around you, I…I…fuck, you make me feel so hard. I’ve wanted you for so long.

Oh, Willie Wanker…

Oh, Lil’ Xan…



Lil’ Xan watched intently as Willie Wanker grew to his full size. Oh, Willie Wanker, I so hoped that you’d feel the same way.

I do, Lil’ Xan. Every time Spike tossed me off, I thought of you. Bloody hell, I just wish I could touch you, feel your slippery head against mine…you’re just too far away…

Whether it was coincidence or a higher power at work, no-one would ever know, but just as Willie Wanker spoke Xander and Spike rolled towards each other and the two tallywackers came face to face.

Lil’ Xan throbbed painfully hard and he groaned as Willie Wanker rubbed their heads together.

Gods, I’ve waited so long. You feel so…

Xander coughed and the two bodies started shifting. They were waking up.

Lil’ Xan looked at Willie Wanker with an expression of fear and disappointment. Oh shit.


Xander fought waking up; he just knew he’d been having a good dream, even if he couldn’t remember it. He felt comfortable and happy; as if he’d had the best night’s sleep he’d had in years.

He smiled sleepily. Whatever he’d been dreaming about had him more than hard. His dick was so swollen that it hurt.

Three things happened all at once. First of all, Xander’s hips did an involuntary thrust and he noticed that there was a cool body in his bed, thrusting back. The hand that had reached to give his cock relief gripped around a rigid shaft, but the dick didn’t belong to him. And he opened his eyes to find himself face to face with Spike, the vampire’s blue eyes sparkling mischievously.

Xander quickly opened his hand and pushed himself away from Spike, making sure to cover himself as he did so. “Aaaahhhhhhhhhh!!”

He collapsed on the floor a few feet away from the bed. It was far enough away to watch in morbid fascination as Spike laughed and turned onto his back, his still hard cock making like a flagpole. Xander quickly moved his eyes away from the admittedly impressive sight.

Not that he was gay; all guys checked each other out in the locker rooms and stuff like that all the time.

“Not bad, whelp. I give that scream an 8.5; the girlishness of it lost you a few points.”

Xander closed his eyes and grit his teeth at that damned smug voice. “What the hell are you doing in my bed, Spike?”

“The better to eat you with, my dear. Oh, wait, that’s the Big Bad Wolf. I’m supposed to be Goldilocks, right?”

Xander struggled to keep himself covered and stand at the same time. “Gods. You’ve just ruined fairy tales for life. Thank you ever so much, Brother Grimm. And why are you in my bed, Spike, and if you mention Sleeping Beauty I will be taking you out in a vacuum bag.”

“What? Came out of the shower and it was cold out here in this dank closet you call a basement apartment. You looked all warm and cozy so I’d thought I’d slip in with you, press my cold feet against your bum.”

“That wasn’t your feet I was pressed up against, Spike. And clothes are made to keep you warm, you could have gotten dressed.”

Spike just lay there, not bothering to cover up. In fact the bastard had the gall to reach down and stroke himself and Xander shut his eyes. If he ground his teeth anymore he’d be the first nineteen year old with a full set of dentures. Then there was that damned voice of Spike’s that got on his very last nerve.

“Not like you were covered up either, whelp. In fact I think you were just asking for it. You wanted to tempt me. I mean, why else go to bed starkers?”

Xander fisted the sheet around his waist in anger. “Because it was hot? Because I haven’t done laundry? Because I was too fucking tired after being subjected to the Buffy and Riley show? You wouldn’t have known I was…I was naked, if you hadn’t looked, damn it!”

Spike looked up from where he was lying, his hand continuing to stroke his cock. “I would have known, Xan-der,” and there was that fucking purr to his voice again. “I would hear your skin as it moved against the sheets, the scrape of cotton against flesh and even from across the room I’d know. And you know that, somewhere in your brain you understand that and yet you still tried to tempt me with it. I bet you’ve snuck off and read the Watcher’s books, the ones good little slayerettes shouldn’t be reading. You know how I can hear your heart beating faster, how I can smell that, despite all your fight, you’re still hard as a rock under that sheet.”

Xander couldn’t help it; he flushed. “Shut up, Spike!”

“Like to read the naughty bits, whelp? Like to know how it feels to be bitten, how some humans beg for it?”

He just knew Spike was doing this to piss him off. He was always taunting him, counting on the fact that Xander was a white hat so as not to get dusted. Xander found himself smirking, turning his head as if he was embarrassed. He figured the best way to get the damned vampire to shut up was to…call his bet.

“I dunno, Spike, seems to me you were awfully fast to jump in bed with me.”

Before Spike could say anything, Xander let the sheet drop, grabbed Spike’s hands to make sure both were above his head and pressed his lips against Spike’s, kissing him for all he was worth.


Spike found himself pinned under the human, which was surprising as hell. One minute they were snarking and he was able to scent anger, embarrassment and yes, just a small amount of lust and precome.

Then all of a sudden he had a slayerette attached to his face. Spike opened his mouth to protest, because there was no way he was going to let some human do-gooder not even a quarter of his age get the best of him. Of course, that wasn’t how it turned out, instead of getting out a word he got a hot and slippery tongue shoved down his throat.

He tried not to think about how wonderfully warm Xander was. How well he kissed. But his hips thrust upwards as his dick was magnetically drawn to Xander’s and their shafts touched.

And he was lost.


Mmm, so good, purred Willie Wanker.

Isn’t it just? Xander has great wrist action when he gets going.

Mm, yeah, I believe you, pet. Do you think he knows he’s touching me instead of you?



Willie Wanker groaned with disappointment as the warm hand left him and Xander disappeared, faster than light, from the bed. A cool hand quickly replaced it and Willie Wanker resisted the urge to sigh into the touch. He wanted Xander’s hand back over him and he wanted to coat it with his juices and rub his swollen head against Lil’ Xan.

Willie Wanker glanced over at his love. Damn it! The human had concealed him away behind the bed sheet. Oh, how he wanted to caress Lil’ Xan’s sweet, sweet head and nudge his soft dark curls. Hell, right now he’d settle for a good ogle. Just the sight of Lil’ Xan in full glory was enough to get him off. If only Spike and Xander would stop snarking at each other and get with it. Hang on…they had stopped snarking. The sheet was dropping.

Willie Wanker!

Lil’ Xan! Oh Lil’ Xan, I was afraid that I might never see you again. Want you so bad, baby.

Gods, want you too, Willie Waaaannnkkkerrr. Ooops, sorry, I kinda got thrown. Are you okay? Did Xander squash you?

No, baby. Hey, look! They’re kissing!

Oh my gods! And they look like they’re enjoying it. This is great! Do you think that we can finally be together?

Bloody hell, I hope so, luv. I just gotta touch you. Hang on…I’m moving…He’s thrusting up. Yessssssss.

Both Tallywackers hissed and shivered as they touched.

Oh gods!

Lil’ Xan felt himself being lowered and before he could so much as throb, he found himself all but crushed against Willie Wanker.

Oh, Lil’ Xan, it feels so good to have you pressed against me. Let’s enjoy this while we can. We know that they like each other, but they may still try to deny it. Fuck, I feel…I feel…intense.

Gods, Willie Wanker. I feel so much more. I’m sorry, I just can’t help it. I love you.

Bloody hell, Lil’ Xan! I love you too!

The two Tallywackers smiled and gently caressed each other, mixing their pre-cum into a cocktail of pure undying love and devotion.

Oh, Lil’ Xan.

Oh, Willie Wanker

Oh, Lil’ Xan.

Oh, Wi… OH! A hand! And it isn’t Xander’s! It’s wrapping around me. It’s pumping me. Gods, it feels so…

Blinkin’ heck! A hand! And it isn’t Spike’s! It’s grabbing me. It’s tugging me, fisting and flogging me! Holy mother of all things hot and dark, that feels so fucking good!

Argh, the hand, it’s gone! I was so close.

Fuck, same here, my love. I can’t bear it. I need to cum so, so bad…Hey! Where are you going?!

I don’t know. Willie!

Lil’ Xan!

Oh wait, its okay, Willie Wanker, I think I know what’s happening. Oooooooh!

What’s going on, pet? Are you hurt?

Gods, no. Spike’s hand came back. He’s pumping me again.

That’s great. Hey! What about me?!

Don’t worry, lover. I know exactly where you’re going.

You do?

Yes. Willie Wanker, meet Lex Starfish.

Willie Wanker stared in awe at the puckered hole. He’d never seen anything so beautiful in his life, apart from Lil’ Xan, of course. Spike's fingers entered and Willie Wanker was barely able to repress the rush of emotion as Lex Starfish was carefully prepared for him. Pre-cum dribbled from his slit as he was taken in Spike’s cool hand and positioned at the entrance.

Love you, Lil’ Xan. See you on the other side.

Love you, Willie Wanker. Have fun!

Light turned to darkness and Willie Wanker cried out in pleasure as he was thrust back and forwards inside Lex Starfish. He listened carefully, desperate to hear his Lil’ Xan. The moans and pleas of his Tallywacker lover was like music to his ears…well, actually, he didn’t have ears, but if he did then Lil’ Xan’s moans and pleases would have been…oh never mind, you’re a smart lot, I’m sure you get it.

In and out.

Twist and shout.

The pace picked up and Willie Wanker was glad that it was so dark inside Lex Starfish. Otherwise he would have been awfully giddy.

With a final hard thrust, Willie Wanker came. He blew his juice, filling up Lex Starfish and nearly drowning himself in the process.

Eeeek! Willie Wanker squeaked as he heard Lil’ Xan spit his completion and Lex Starfish contracted almost painfully around him.


Willie Wanker was pulled from Lex and he watched tiredly as Xander was rolled back over and he came head to head with Lil’ Xan.

That was fucking great, pet!

Understatement. Notice anything?

Erm, we’re both really sticky?

No! Silly dick. Spike and Xander. They’re cuddling.

Willie Wanker rested his weary head in Lil’ Xan’s curls. ’bout bloody time.



“You can say that again, pet.”

“Okay then. Whoa. And may I add a what the hell was that?”

Spike’s chest rumbled strangely as he laughed. Of course, that was probably because Xander’s ear was pressed up against it as he was held close by cool arms.

“That was us shagging each other until the pull out almost gave way. That was damn good, Xan. You’re so bloody warm.”

“You weren’t so bad yourself, blondie.” Xander nuzzled Spike’s chest. His brain was fuzzy but the parts that were awake were really confused. “Now what?”

“We get cleaned up, get some rest and then do it again.”

“You want to? Do it again, I mean?”

“Dunno, Xan, do you want to?”

“I asked you first!”

“Yeah, well, I asked you next!”

Xander opened his mouth to argue and stopped. This is where the weird man on man sex started, with them arguing. If they didn’t argue it wouldn’t happen again. Problem was he kinda felt good. “I…wouldn’t mind it happening again.”

“Me neither.”

They lay there quietly together, neither one making a move to clean up or do anything else. For Xander’s part, he was just trying to figure things out. “Spike, does this mean I’m gay?”

Spike’s voice had that damned purr back, and Xander’s cock almost leapt to attention at the sound of it. “Doesn’t have to, Xan, could just mean you like me.”

Xander nodded and curled into Spike’s arms even closer. “Yeah, guess so.”

Spike’s fingers tilted his head up and he was given the softest, sweetest kiss of his life. There was nothing of sex in it really, just of…love. “Guess I like you too, Xander.”

“That’s good. That you like me, I mean. Cause it helps with me liking you. We won’t argue that much if we like each other.” Xander blushed at babbling so much but he really didn’t know what to say. Why couldn’t he ever start a relationship with an actual date instead of mind-blowing sex?

“Maybe, luv, then again it seems to me our fussing at each other has just been…verbal foreplay.”

Xander grinned. “No, it wasn’t.”

“Yes, it was, whelp. We were arguing then shagging.”


“Are you trying to start an argument, Xander?”

“Maybe. You did say something about doing it again.”

“Did not.”

“Did too.”

“Argue too much with me and I’ll have to give you a good spanking, Xander.”

“Oooh, yeah…”

And they shagged and snarked happily ever after.

The End

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