Changing
by Amanda
Rating: R

General Copyright / Disclaimers: Buffy the Vampire Slayer & Angel the syndicated series and all other characters who have appeared in both shows are the sole property of Joss Whedon, Mutant Enemy & UPN. All other characters, the story idea and the story itself are the sole property of the author. This story cannot be sold or used for profit in any way. Copies of this story may be made for private use only and must include all disclaimers and copyright notices.
Date: 051103
Spoilers: NADA this is quasi AU – told from the POV of Marge.
Note: All works remain the © copyright of the original author. These may not be republished without the author's consent.
Dedication: To Mary. You always make bra shopping that much more fun.

Marge was tired, and grouchy.

She had snapped at the floor security guard, Rick she thought his name was. Seeing his baldhead turn that summery shade of red had almost been enough to make her crack a smile. But not quite. It was his own damn fault for stepping in front of her, startling her and causing her to spill coffee all over her new white shirt. What the hell was management thinking, making them wear white shirts anyway? In this summer heat, black would have been worse, sure, but at least black didn’t show the yellowing pit stains of the disgusting masses that worked security here at the Shop-n-Save. This job was one of the worst she could ever imagine; it just seemed to get worse by the day. And Marge had been working here for a consecutive 4320 days. What ever it was she did to have this be her lot in life, she wanted to take it back, to try again; after she ripped Rick a new asshole. Problem was she did it in front of the nineteen-year-old supervisor – fucking punk ass college kid – and now she was sitting in the surveillance room. This was her punishment for have a ruined uniform and using the word fuck fifteen times in fifteen seconds.

Fucking kid, she mumbled in her head.

Punishment being stuck in a closet, looking at ten monitors, all showing the inside of the changing rooms at Shop-n-Save. For those not in the know, Shop-n-Save was the armpit of Sunnydale retail. It made Kmart and Target look like Neiman Marcus. And the women! Oh lord. She rolled her eyes again as she looked to see another mom, with a changing room full of grubby children trying on a bathing suit that no one should ever be seen in.

“Give it up lady, you can’t get that to cover both ass cheeks at once. Just put it back, and head over to the candy isle like a good fat girl.” She mumbled, lifting her coffee to take a sip. She turned her eyes to the next monitor. Then choked on her coffee.

The grainy black and white screen was trying to cut down the attractiveness she saw, but couldn’t completely. A blonde was sitting on the bench, fingering what looked to be a bra and panty set. This, she figured, could be interesting.

She sat up straighter as another figure entered the small changing room. The new entry had dark hair, and dark clothes. She watched as she tossed a few lacy things on the bench, before turning to the mirror, where the camera was placed.

Marge swallowed.

The brunette winked once, a feral smile on her lips, and then pulled the tight shirt off of her body.

Marge swallowed again.

She was looking at the perfect body of a young woman, her mouth gone dry as all moister rushed south when the girl reached behind her and unhooked her bra.

Marge looked behind her; saw the door to the surveillance room was closed tightly. It was just her and the monitors. Her and the-

“Oh my fucking god.” Marge groaned.

The brunette cupped a breast in each hand, her thumbs running over her dark nipples, causing them to begin to harden. She then looked in the mirror, over her shoulder at the blonde who was smiling. She turned and was handed one bra, and pulled it on. She turned back and Marge sat a little more forward. The material was holding her perfectly, lifting just enough to make the cleavage perfect. Just the right amount to nuzzle her face in. What Marge wouldn’t do to be able to slip her tongue between those breasts?

She squirmed a little in her seat, feeling how excited this little peep show was making her. Then she felt like she was going to pass out.

The blonde stood, walked close to the brunette who was scrutinizing the fit of the black lace, and her hands moved over her sides. Those small hands moved over the tight stomach, slowly making their way up to… are they going to?

“Oh my GOD!” Marge groaned, watching the blonde cup the breasts of the brunette. The blonde made a face, and the brunette nodded, and they seemed to be in agreement. The brunette reached back and took the bra off.

Either it was cold in that changing room, or the brunette was enjoying trying on bras. She went through three more, of varying types, never seeming to like what she saw, but her nipples were getting harder and more defined. She pulled off a third bra and scowled, tossing it at the blonde who shrugged. They seemed to be at an impasse, and Marge was really hoping one of them would impasse something. She was excited, sure, but if all they were going to do was try on bras, it was getting boring. She could see hot tits down at Ruthies, and well, did, on a nearly daily basis. But could anyone blame her? Tits and chicken fried steak all in one place? Lord, Ruthies was like heaven on Earth.

The blonde was talking, seemed like she had been talking the entire time, Marge looked at her watch, it had been thirty minutes of talking. It looked like the brunette had enough. She rolled her eyes, and her hand came up, blocked from the blonde’s view and made the duck quacking motion.

Marge laughed. Exactly. Women who talked non-stop were annoying as hell.

The brunette ran her hands over her stomach, her eyes narrowing in the mirror as she looked at something. Marge couldn’t tell what. Everything looked fucking perfect from her vantage point. Lord, she hadn’t seen anything that perfect in years. Not since Betty What’s-her-name underneath the bleachers at the Homecoming football rally eons ago. That girl had been hotter than, well Marge didn’t know what, and didn’t care. She had bagged herself a cheerleader that day. And it had been a wondrous experience, well, until Betty went to grab what she thought was between Marge’s legs, and when she didn’t get a handful of what she was expecting Betty screamed like there was a pack of inbred cannibalistic encyclopedia salesmen after her.

Marge frowned. Okay, that hadn’t been a good day.

Making a quick check of the other monitors she noticed a painfully thin girl in one of the rooms. She was trying on a pair of jeans, but they kept falling down.

“Even a belt won’t help ya there, little one. Try eating once a year, and maybe you’ll get them to fit.” The girl turned, and Marge grimaced. “Damn. No ass? Poor thing. You ain’t ever gonna get laid.” She looked back to changing room 16 and mumbled incoherently.

The brunette was turned away from the mirror. In those seconds Marge looked away, the pants and boots had been kicked off. She was standing there naked as the day she was born, standing with her hands on her hips.

“Damn.” Marge shifted again. “Now we are getting somewhere.”

It seemed that the blonde agreed with Marge, because she was no longer talking. She seemed to be breathing, but that was about it. What Marge wouldn’t do to have the sound coming from that small five by five space right about now?

“HEY!” Marge slapped her meaty hand down on the desktop, as the brunette stood in such a way that the view of the blonde was blocked. She couldn’t tell what was happening now. Well this would never do.

Turning to the neglected screens she spied an older lady trying on a pair of slacks, the pleats straining and begging for mercy. Ouch. Marge knew what that was like. A middle aged woman was trying on sweaters. Sweaters? During the Summer? In Sunnydale? That was as crazy as taking a walk down the street after dark. Though Marge wasn’t sure why that was such a big deal. No one every came near her after dark. She figured it was the mystic she had going. Seemed like in the paper only the weak ones got mugged or attacked. She was certainly not weak. Okay, she admitted it. It was the attractive people that ended up missing or hurt, and not being a member of that club, it seemed like Marge had nothing to worry about.

She shifted, moving her thick leather belt that held the radio, and flashlight. Damn thing was cutting into her stomach. With a relieved sigh she turned back to room 16.

She smacked the side of the monitor. She could not believe it. But there it was.

The brunette was looking at her, head tilted just to the right. She was now wearing a lacy white see-through bra. So see through that her dark nipples were highlighted in such away that again Marge’s mouth went dry, before it began to water. Blinking twice she looked away from the encased breasts, down the firm stomach, to see that the brunette had on a pair of white stretch lace boy shorts. Why they called them that Marge had no clue, but she knew the low full cut, the way it hugged those hips was too much.

“I had no idea we sold something THAT HOT here!” She whispered, her eyes taking in the entire picture. She hadn’t been this turned on in…ever.

And the blonde seemed to be feeling the same effects, like those damn under garments were magic or something. Marge watched as the blonde’s eyes rounded, then narrowed predatorily. The brunette shrugged like she was indifferent. But the blonde was stalking her, taking the three steps to her friend. There was a second mirror in the room, and looking at it, Marge could see the blonde cupping the brunette’s bottom, her fingers spread wide to hold it all, fingertips running under the material. The blonde leaned forward and kissed the bare back in front of her. The brunette closed her eyes, a soft smile forming over her red lips. The hands moved up, over and around, feeling the front of the panties, fingers and hands moving, never stopping.

The blonde was talking again, but this time in a whisper, and the smile on the brunette’s face got wider. She turned her head, and the blonde was right there. Lips brushed against lips, softly. The blonde cupped the back of the brunette’s head as the kiss became harder.

“Hot damn! Free porn!” Marge smiled so widely she could feel her lips tapping her own ears.

The brunette’s smile faded in a flash, and her hands came to rest on the mirror. She closed her eyes, turning so that her forehead was pressed to the glass. The blonde’s hands cupped her breasts, this time, her fingers finding the dark nipples and pulling them.

Marge groaned with them, shifting again. If they kept this up she was going to have to stop by in the electronics department on her way home. She needed more batteries.

“Argh.” Came from Marge, as the blonde kneeled behind the brunette, her hands cupping the bronze thighs before her, trailing up to the waistband, moving to pull those panties down. If the look of hunger on both girls’ faces was any indication, there was nothing that was going to stop the two of them from getting it on. The panties were coming down, and the blonde was kissing, licking at the small of the brunette’s back.

“Marge?” The door to the surveillance room opened.

“Shit!” She yelled, flying out of the chair, spilling her coffee. She turned to glare at her supervisor, standing there in his pimpled and indignant glory.

“What is with you today?” He asked, moving closer to the monitors. “You have to clean all of this up, you know.” His voice cracked once. Marge looked from him, and then back to the monitor. Oh My God!!! The blonde was – “What is so interesting on the”- he stopped, blinked, and looked from Marge and then the monitor again. He crossed his arms.

“I didn’t see anything. Nope. I wasn’t looking.” Marge stammered.

He shook his head. “Again? Don’t those two have a home?”

“What?” Marge croaked. He walked over and pushed the off button on that particular monitor. Marge closed her eyes. Damn. It was just getting good.

The End

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