Seducing Dawn

For people who read the first incarnation: Welcome. Before you start reading, this is not a new story. Sorry to disappoint you. This is a complete rewrite of the original Seducing Dawn. What is new is several new scenes, a lot more character buildup and a generally better written story. All the stuff from the original is still in here though.

For those who read the brief second incarnation: Again, this is not a new story. This is a second rewrite of chapters 1 and 2 added together with new chapters 3 and 4. Still it's better than what you read before.

For those who've not read this before: Thank you for bothering to read this far. For you, this is a new story. And a very good one at that. So I hope you enjoy it.

This story has been one of the most difficult things I've ever written, so I hope it's been worth it. Thanks go to the Author's Hangout in general for sterling advice, WildSweetOne, Quasimodem and poohlive in particular for helping me through linguistic troubles, the Story Discussion Circle for tearing the original apart and showing me what needed fixing and the people who bothered to give me feedback on the previous incarnations. Hopefully this is everything you wanted it to be and a little bit more.

Feedback is always enjoyed and don't forget to vote. Remember: mine is a fragile ego, so be nice and vote 5 with a nice e-mail saying how much you liked the story. For continuity purposes, this story was originally written between the series where Buffy dies and the new series. So take the characters from there. Congratulations if you've bothered to read this far. The story will begin soon. Honest. Hope you enjoy. The Earl

This story is dedicated to CAE. She knows who she is and why this is for her. Thanks for understanding and more importantly, for not being weird about it.

* * * * *

Chapter 1:

Dawn lounged on her on her bed, half-heartedly trying to study. Miss Williams could be really evil if you failed her weekly tests and Dawn had already failed the last two. Her brown hair flopped around her eyes as a look of concentration crossed her elfin features.

However hard she tried to study though, her mind kept slipping back to what had been happening in her life. Tara and Willow, her legal guardians had had a huge argument a couple of weeks ago, which ended with Tara leaving the house. She'd announced that she would stay with Xander and Anya until they'd sorted things out.

Willow had been distraught by the breakup and had gone to pieces, unable to cope or function properly without Tara's love. She had been equally incensed and inconsolable about her rejection. By now, she'd recovered slightly, which Dawn was grateful for.

Ever since Buffy, her sister and legal guardian, had died four years ago, Willow and Tara had been Dawn's guardians. Sunnydale Social Services said that Dawn still needed a guardian until she finished high school, even though she was already eighteen. Although they were only six years older than her, they'd almost become second parents to Dawn and she had been grateful to have two people in a steady relationship around her.

Dawn didn't mind living with Tara and Willow; they'd been friends with her for years. It was also really handy to have two powerful witches around when you're the Vampire Slayer's younger sister. Some Sunnydale night monsters might have a grudge to settle.

Everyone had been really sympathetic to Dawn, almost as though her parents were divorcing. Dawn wondered whether she could use their separation as an excuse for failing the test: "Please excuse Dawn's poor results, but the lesbian lovers who act as her parents have recently split up and she couldn't concentrate." A smile crossed her lips briefly.

Dawn was worried though. It seemed like every time she got to depend on someone, they left her. Willow and Tara had been the only constant thing in her life for years and she'd built her foundations on the rock of their relationship. She stared at the book, not taking in a single word as she thought.

A knock on the door disturbed Dawn from her reverie.

"Dawny? S'me. Can I come in?"

Delighted at the sound of Willow's voice, Dawn put her books to one side. This was an excellent excuse for not studying. "Sure, come in."

Willow walked in and sank down on the bed. Her red hair was tousled and her face was puffy and red from crying. Dawn smelt the aura of alcohol before Willow even came close. "What is it Will?" she asked.

Willow collapsed in another bout of drunken sobbing and Dawn leant over to hug her, unsure of what to do. Willow had always been the most composed and together of their household and Dawn didn't know how to help her. She waited while Willow cried on her shoulder and became aware of Willow's hands moving from her back to her sides. Dawn was a little uncomfortable with this, but decided to keep quiet rather than say anything.

Willow moved her head from Dawn's shoulder and then suddenly darted forwards, kissing her full on the lips.

Astonished by her friend's bold action, Dawn tumbled back onto the bed. Willow followed her, continuing the kiss and moving on hand to Dawn's small breast.

Dawn recovered from her shock after a few seconds and pushed Willow away. "Will, what are you doing?"

Willow fell off the bed, unable to keep her balance from Dawn's slight push. Even through her whisky haze, she was suddenly very aware of her faux pas; she got up and ran out the room, confused and lonely, furious at her rejection, leaving a very bemused Dawn behind her.

Later that day, Dawn lay in bed, her mind still churning over what had happened earlier that day. Willow had avoided her for the rest of the day and that suited Dawn, as she wasn't quite sure what to say to her. She really couldn't deal with having Willow go to pieces on her; she wouldn't be able to cope if Willow left too.

She rolled over onto her back, tired, but not sleepy. Dawn hated not being able to sleep; it just seemed so pointless. A tingle down between her legs suggested an alternative way to pass the time than tossing and turning. She reached down with one hand and brushed her clit, thrilling in the shiver of pleasure that it evoked. Her arousal built as one hand slid over her lips and she whimpered as...

"Dawny? Can I come in?"

Dawn felt the arousal dissipate as Willow knocked at the door. Irritated, she considered feigning sleep, but decided that, as her arousal had gone, she may as well see what Willow wanted.

"Yeah, come in."

Willow entered carrying a steaming mug. "I brought you some hot chocolate." Dawn accepted the mug, but didn't say anything. She wasn't going to be bought that easily.

"Look, Dawny, I'm..." Willow took a deep breath to prepare herself. "I'm really sorry about what happened earlier, I was just so...confused and upset about Tara, you know?" More silence. "Come on, Dawn, I'm really sorry. Don't be mad, huh?"

Dawn acquiesced and sipped at the chocolate. It had a weird bitter taste, but before she realised, she'd finished the mug. Willow was looking at her in a really strange way and Dawn felt a little weird. There was an odd tingling sensation in the pit of her stomach and it was rising slowly through her body.

Willow spoke, a strange smile curving across her face. "Get out of bed." Dawn moved without even thinking about it and stood up by the bed in front of Willow. The smile grew wider. "Take off your nightgown." The order was barked and again Dawn obeyed without question. Willow's eyes roved greedily over her naked body and Dawn's nipples began to harden, the skin round them crinkling as they became erect.

Dawn finally started to wonder what the hell she was doing standing naked in front of Willow, but before she could ask a question, Willow had stepped forwards and kissed her. It was nothing like the drunken grope that Willow had attempted earlier; this was in control and certain of herself. Dawn felt a slow warmth creep through her body, radiating out from her loins.

Willow stripped off her top, now confident in the spell, leaving her clad only in a black bra, which she instructed Dawn to remove. Dawn did so; her mind whirring as she tried to work out what the hell was going on. This was Willow, her guardian, who she was cheerfully doing this with. And Willow was a girl. Dawn had never had any feelings for girls before, but she certainly wasn't balking as Willow kissed her again. She was suddenly very aware of the creamy perfection of Willow's skin and breathed in the subtle scent of her perfume, which made her even more aroused.

Willow was delighted with the way her spell was going and her hands began to explore Dawn's waifish body. Her mouth moved to whisper in Dawn's ear, "You're totally under my control. You're mine. Completely mine."

As she spoke, Dawn realised that it was true; she couldn't resist her. She tried to disengage, but her body wasn't obeying her commands anymore; it was responding to the knowing caresses of Willow's hands.

Dawn moaned as fingertips brushed over her nipples, sliding over her breasts and down to her stomach. Willow leant forward and murmured in her ear again. "I prefer bigger breasts don't you?"

As she spoke, Dawn felt her tits begin to throb pleasurably as her skin seemed to tighten. They were growing slowly, becoming heavier and more sensitive by the moment. Willow bent her head to lick and nibble on the base of Dawn's neck, pausing occasionally to breathe on her engorged breasts.

Dawn was still shocked witless and couldn't seem to gather her thoughts. She moaned again as her tits grew under Willow's intent gaze, her erect nipples bobbing as her breathing got shallower and quicker.

Willow moved back to kiss her again and Dawn concentrated on the sensations that she was causing. A tongue slipped into her mouth and began to caress hers, sliding backwards and forwards as their lips worked together. Willow's hands were everywhere; running over Dawn's newly enlarged cleavage and round to rub the base of her spine, before moving round to stroke her belly and gently massage the skin there.

Willow broke the kiss and grinned wickedly. "Come on Dawny, put some enthusiasm into it." Her lips curved as the smile widened and she ordered Dawn onto the bed.

Willow removed her skirt and panties as Dawn lay watching her. The clothes landed in a pile at her feet. Stepping over them, Willow walked to the bed, straddled her, then ground her hips into the younger girl all in one fluid movement. Dawn gasped as Willow's shaven pussy rubbed against her own, and her hands caressed the firm muscles of her belly.

Willow suddenly pulled Dawn's head up into her cleavage and it seemed natural to suck at her nipple. Dawn couldn't believe what she was doing, but while part of her was shocked, another part thrilled in hearing Willow moan at her actions.

After a minute, Willow pushed her back onto the bed and started to stroke the underside of her breasts with her tongue, licking the folds at the base of Dawn's impressive new tits. Dawn was gasping and groaning with every touch now. Her skin felt as though it was on fire and her clit was throbbing as Willow ran her hands up and down her thighs, moving from the outside to the inside and going further up Dawn's leg each time.

Willow slid her head down Dawn's body and started licking and sucking her thighs, moving all around the area, without ever pausing on her pussy. The sensations were driving Dawn wild; any inhibitions vanishing as she willed her friend to touch her. Willow's circling slowed and she gradually homed in with her lips and tongue. Dawn yelped as she made contact; her clitoris was so sensitive that it was almost painful. Willow moved softly and gently, using her expert tongue to drive her to the peak of ecstasy. Dawn felt lips graze her quim and a tongue flickered between the folds of her pussy. Willow's hot breath between her legs was almost as exciting as her actual touch. Willow's touches were soft, but telling and Dawn began to whimper as an orgasm rushed through her veins like wildfire, burning away all of her senses in a wave of pleasure.

Willow got up and sat at the end of the bed, her legs splayed. Dawn struggled to prop herself up to see, but she was still weak from the incredible orgasm she'd just experienced. Willow looked at her with an enticing smile and continued to play with herself.

Suddenly her eyes closed and she began to intone Latin, her fingers fluttering over her groin as a red mist rose from her hands and was absorbed into her loins. Her eyes flashed open and Dawn could see her pupils widen to envelop her eyes as the magic took effect and the mist coalesced into the shape of a penis, settling on her, forming an impressive new organ in the place of her pussy.

She grinned at Dawn and moved across to kiss her. Dawn was freaking out now; Willow's transformation was the icing on a very confusing cake and she tried to fight against the redhead's embrace, but was stalled by Willow whispering in her ear again.

"Don't struggle Dawny, you know it won't make a difference." Dawn's fright escalated as she realised that her body was under Willow's control and the witch could do anything she wanted. Her new prick pushed against the younger girl's stomach as Dawn's legs moved of their own volition to wrap themselves around Willow's hips.

There was a sudden stabbing pain as Willow pulled away and then pushed in, breaking Dawn's virginity. It felt huge and painful and Dawn wasn't enjoying it anymore. She started to plead for Willow to stop, but was cut off again by Willow whispering in her ear.

"You're getting horny Dawn, you're getting so aroused. You like having me inside you, don't you?"

Her murmuring was almost hypnotic and as she spoke, Dawn felt her pussy tighten around the cock and her nipples become erect again. The throbbing in her clit started up again, escalating as Willow started to move. The suffusion of pleasure overran Dawn's senses and the friction built as she bucked her hips, insensible to any earlier misgivings. Willow's hand roved over her hips and thighs, her mouth still murmuring by Dawn's ear, talking dirty to her. Dawn responded to her whispers, moving faster as she was fucked for the first time, driven to ecstasy on her friend's words.

Willow put both hands on Dawn's stomach, her massaging creating a delicious heat. "Do you know how sexy you look? You're getting so horny, so aroused by me. You love getting pleasured by me, don't you? Answer me!"

Dawn mustered enough strength to groan, "Yes" as the hands moved further south. She moaned, then screamed as fingers found her engorged clit, each word increasing her pleasure as her best friend made love to her.

"Oh yes, Willow, yes, yes, yes. Oh God, ohhh yes, Willow, please, pleeease." As she begged, Willow began to speed up; long languid strokes turning into frenzied thrusting. Dawn's orgasm started to build and she felt a scream growing inside of her as every sensation on her body became more intense. She felt Willow tense up inside her and she began to howl as her orgasm racked her body.

"Oh my God." Tara looked absolutely stunned. She had walked in the door just as they'd finished and was staring at them in astonishment, dumbstruck by the scene in front of her.

"Tara! What are you doing here?" Willow grabbed the sheet and threw it over Dawn as if to hide what Tara had already seen.

"I came back to get some stuff." Tara's hand was over her mouth and she looked slightly sick. "Oh God," she repeated, surveying the scene again.

Willow got off the bed and retrieved her bra from where she had flung it. Dawn propped herself up on her elbows to see her retrieve something from one of the cups. There was a sudden flash and Dawn shielded her eyes, flopping back down on the bed again. Willow walked over and brushed a sprig of herbs against her face.

"Lethe's Bramble. Very effective for memory spells. I think there's just enough for you too. Wouldn't want you reminding Tara of what you've just forgotten now would we?"

There was another flash, then darkness.

Chapter 2:

"Beeeep, Beep, Beeeep!"

The alarm clock pealed loudly, blasting Dawn awake. She slapped a hand down on the off switch and was halfway to the shower before she groggily realised that today was Sunday and the alarm-clock shouldn't be going off at all. She must've absent-mindedly switched it on last night. Dawn tried to think back, but only came up with a fuzzy blur.

She shivered, suddenly aware of the cold as her senses reluctantly came alive and she realised that she was naked.

"How random," she said aloud. She didn't usually sleep naked.

Dawn decided to continue to the bathroom; she was awake now, so she might as well get up.

As she came out of the shower, Dawn heard raised voices. That was strange too; she couldn't remember the last time Willow and Tara had an argument. Slipping on a T-shirt and shorts, Dawn crept downstairs to listen.

"Why won't you just listen to me?"

Dawn had opened the kitchen door a crack and could see Willow leaning back against the counter. Tara moved in and out of her limited view, pacing the floor. Dawn had never seen Tara look this disturbed: her shoulder-length ash-blonde hair was dishevelled and her shirt was creased, as though she'd slept in her clothes. Tara's voice was huskier than usual and she sounded like she'd been crying.

"There's nothing to be worried about. I know what I'm doing."

"I'm not sure that you do. You'll think that you've got it all under control until it's gone way too far. You're using too much magic."

"It's no big deal, okay? I can handle it."

Tara's voice took on a pleading note as she finally paused in her pacing to face Willow. "Come on baby please, just give it up for one week, one week, what does that matter, huh? I'm worried about you; the magic's changing you. You're changing the world to suit yourself. You just need to slow down for a bit okay? Please?"

"I don't need to slow down; I'll be okay. It doesn't matter how much magic I use."

"Like my memory doesn't matter to you?"

Willow reacted as if she'd been slapped, a red flush entering her face. Tara continued, her voice getting louder with the confirmation she sought. "I knew it. You used that spell on me!"

Willow finally regained enough composure to make a belated denial. "What spell?"

"The memory one. I only have a vague recollection of the last two weeks, like I was drunk all the time. I know what you did and I won't let you mess with my mind anymore." Tara was screaming now and tears were streaming down her face. "Why are you doing this? What is it that you won't let me remember?"

"It's nothing. Honey, clam down." Willow looked as though she couldn't believe how angry Tara was. She stretched out a comforting hand to Tara's shoulder, but it was slapped away within a second.

"It is NOT nothing. You are messing with my memory to suit yourself and I am not going to stay here long enough for you to make me forget this."

The back door slammed as Tara stormed out. Dawn attempted to creep away, wondering what that was all about, trying not to give away that she'd been eavesdropping. A loud "thunk" as she knocked over the hall table signified that she'd failed.

"Dawny? Is that you?"

Dawn decided that the best tactic was to pretend she hadn't heard anything and walked into the kitchen. "Yeah it's me Will. Anything for breakfast?"

"Pancakes." At a gesture, a bowl of pancake mixture appeared by her elbow. "Want some?"

Dawn nodded eagerly and Willow started making them. "So I guess you heard us just then?"

Dawn thought of saying no, but was intrigued to see if she'd get an explanation. Normally, Willow and Tara treated her like a kid and tried to pretend they weren't fighting in front of her. "Yeah. Are you two okay?"