Title: Funny Where a Little Magic Will Get Ya

Author: Cat
Pairing: Warren/Fred/Wesley 
Rating: nc-17.

Summary: Alternate Universe... takes place about season 3-early 4 Angel and season 4-early 5 on Buffy, but Warren is a good guy. No evilness here. I wanted, yes, to actually write a fic where he isn't evil, and since a AU redemption fic (Challenge #3 at http://chc.tampametalradio.com/InspirationEntrance.html ) would take more talent than me, I'm trying one where he's good in the first place. So far.. Warren runs into a tall, wavy haired brunette girl, well, she runs into him. He helps her pick up her book. A medallion has fallen out of it.. but well, he doesn't get it back to her in a conventional way. I decided out of no where to put Kennedy in this universe by the way, and she's Warren's best friend, doesn't matter too much though to the story.

Feedback: Oh pretty please! look at me trying actual plot. or romance at least. It's my first Warren fic, so be gentle! Send to kitanalove59us@yahoo.com 

Disclaimer: Warren, Fred, the whole ats gang belong to god aka Joss. who we know I love. also belongs to fox and mutant enemy. not mine, don't sue. Don't I wish they were all mine though... need to device an evil plot.... hmmm.. better start crackin! bwahahaha.

Note 1: Okay.. this was just gonna be a Warren/Fred thing. Seriously!!! and I've NEVER really warmed up to the idea to slashing Warren, no matter what, I just don't see it for the most part. But as I went along typing, I could picture Warren/Fred/Wesley. Which is also weird because I in no way have ever been crazy about Fred/Wesley. Truly strange, but the three click in my head.

Note 2: I think Warren never had glasses on Buffy. But Adam Busch wears glasses and I saw him at the second con I went to. And I like the glasses, so he's wearin em in the fic, so there! pllb , lol. I'm very tentative about writing a fic with this character, just for the fact that I actually want to put work and plot with him. lol... so feedback, lots, is appreciated.

Note 3: This is dedicated to Janet Lynn, a favorite author who inspires, and who is just too good to me with her fics!. and the entire m-m slashaholics group for supporting me in a time where life is hard, I've lost my job, and changes are needed in my life. I love you all much!  Please visit: 'The Inspiration' our new btvs and angel Challenge site and join the group noted there! http://chc.tampametalradio.com/InspirationEntrance.html 

Challenge Number 13: a fic with Warren in it.

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Warren pushed up his sweater sleeves as he picked up his coffee, blowing at the steam in vain to cool it off. He stared ahead and sighed. Tentatively nudging his glasses further up his nose (since he'd lost his contacts case earlier in the day, he'd had nothing but his old black glasses from his car to use). 

The rushing cars outside the cafe's front window giving him a sense of contemplation. 

Like the cars, life was passing him by. 

"Why such the serious look there, ya dork? You're young and, um, not-ugly, I know that at least... since my lesbian ways can't judge greatly…and it's not like anything horrible has happened to you yet" the female voice came from behind him. 

Warren glared at his best friend Kennedy as she sat down in front of him, blocking his view. Although blushing slightly since he had the brains to know that she was exactly right. 

Still, he kicked her ankle under the table and grinned evilly when she yelped. 

"There's no reason." Okay… so maybe he was lonely and felt like he didn't know what he was put on this earth for… but any-ways... "Well, maybe it's just that people keep on interrupting my peace and quiet." 

Pulled out of his mood, he noticed her outfit and that she was actually wearing a skirt. 

He bit his lip. 

With flowers on it. Multicolored flowers. 

"Don't you DARE laugh! I have problems of my own, you know!" Kennedy warned. 

He couldn't keep it in, it roared out till his ribs hurt. Kennedy never, ever wore skirts or dresses. 

When he could breath, he asked, "So what's the occasion?" Wondering what the hell could get her to dress up, and in the hideous skirt on top of that. He didn't think commenting on the fuzzy blue sweater with it would get him in any good graces, so he kept quiet on that. 

"My grandma is coming to visit me. She's pretty eccentric, and... " his best friend tugged on her sweater, "apparently still thinks late 80's clothes are hot. Well, I guess it could be worse." 

Warren took a wild guess. "So you're wearing it for her when she comes since she gave them to you." he said, smiling at the girl as he chuckled. Shaking his head, he sipped his coffee. 

Kennedy huffed good naturedly and nodded, "Yeah, she's one of the few of my family that I actually like, so I don't mind TOO much." 

"So when do I get to meet her?" he asked, realizing that she'd totally made him forget his worries with just a few laughs. 

He knew the thoughts would still come again later. But the simple pleasures and fun in life seemed to stall them for now. 

As Kennedy ordered a scone and a cappuccino from the waitress he tuned back to her and let her vent her frustrations at him. 

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After they'd finished, the two dark haired friends walked across campus to catch their classes. 

Kennedy to a deathly boring history class in which Warren usually ended up buzzing her beeper to wake her up. 

Warren to a mechanics class where they were currently focusing on robotics… they were only a week into the subject... but it fascinated him to no end… 

but something stopped him on the way to the class. 

Mainly that being a tall lanky girl with wavy hair that barreled into him. Her glasses fell and she bent down to pick them up, effectively head butting him in the stomach. There was a small crack on the side of one of the lenses, making him wince slightly when she put them back on, vaguely remembering that happening to him when he was a kid. 

At least the crack.. wasn't... too..... wow, the prettiest light brown eyes wide and looking at him.. um, what was he thinking about again?... Oh, never mind, look, she dropped her book too. 

"I-I'm sorry.." The girl mumbled hurriedly reaching down to get the book. Her flowing knee length skirt creasing up as she moved. 

Warren tried not to linger on her trim legs and snatched the book up before she could, reading the title out loud, "The Mating Habits of Demons and Their Mating Habitats?" His voice puzzled and surprised. What the hell was she doing reading something like this? 

Ummm.. and what the hell was this book? He laughed . There was no such thing as monsters and things in the dark, just vampires…but that was Sunnydale normal. And um, yeah.... MATING? 

Before he could say anything else, she snatched the book back out of his hands, and rambled, "Thank you, uh, er, it's a fictional book... by, um, Liam Angelus....really old and they were creative with titles back then and uh, yeah. Gotta go, thanks!!!" 

"You’re... welcome?" Shocked and dumb looking standing still in the middle of the hall, staring after the girl, he felt like a hurricane had just hit him. 

Then, he blinked, laughed, and ran his fingers through his hair. Hey, at least life was getting more interesting. 

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Well, that was interesting. Winifred Burkle hadn't been at a college in a long time. She'd come down to Sunnydale University because Angel and the gang were in trouble and no one could get down to the school without being absolutely needed accept for her. They'd needed the text in her hand and the information Mr. Giles (who'd become the librarian at the college) could give her. 

Already she'd sorta given herself away by running into that cute geeky type guy who had just been a bit too nosey and ended up reading the books very subtle title. Well, it's not like he was some big evil, so she didn't screw up too bad. 

Why did they have to pick her?! 

Oh, well... as Fred boarded her plane, she figured nothing could go wrong since she was already on her way back home. And nothing could go wrong. 

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His mind had wandered off during class unusually, and he'd found himself thinking about her. It was just so funny because, other than random attraction or lust, he didn't exactly want to know more about a chick. A date here and there, nothing too lengthy was good for him and he hadn't found anyone that great anyways. 

When Warren finally got out of his last class, *groan*, which was volleyball, he went back to that same spot where he'd run into that skinny pretty girl. Feeling... off. Almost as if he was missing something. Lost in thought, he kicked his foot at a pebble and wondered if he'd see the girl again. 

When the pebble hit a medallion with a cheesy looking red jewel in the middle, he got his answer. 

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His body poofed into mist just as he picked up the jewelry and it was the strangest thing he'd ever felt. Existing without a body and still feeling as if he were traveling somewhere. Not having to breath. Just being.. 

an odd sense of peace... 

and then he suddenly felt as if he was at his destination.. where ever that was. 

When he landed materialized in that girl's lap, jean clad now, they both screamed loudly. 

"AHHHHHHHHHHHHH!" 

" What the FUCK?" Warren yelled, scrambling. 

"GET OFF" she shrieked, panicking, trying to push him off. 

"WHERE AM I?" "What did you do?" "Take your freaking necklace!" He rambled it all out. The situation hit him, as fast as he could process it, his brown haired head whipping from side to side. 

The girl pushed him off, wavy hair brushing his arm, but he didn't notice. He just backed up against the wall and gapped in shock. 

There were aqua colored guys with fins and gills that looked like they came from a bad 60's monster movie fighting a vampire and several humans.. and a green guy with red horns in a sharp blue suit! What was she doing here? Why was he stuck here? 

He should get out.... Now!!! Panic attack, Panic attack.. 

"Fred, can't you see he's shocked, take care of him, calm him down. We'll take care of this." Wesley said, rushing over, fingers brushing Warren's as he took the medallion from his hand before clapping a reassuring hand on Warren's shoulder. It was warm, the English voice and reassuring eyes calmed the younger man a bit. "You'll be okay, chap. Nothing to worry about. You're safe." 

Warren shuddered and took a deep breath, the girl... Fred?... had seemed to calm down from having a man land in her lap. Which he couldn't exactly blame her for, on top of the yelling. She nodded at the Englishman before tugging Warren with her to go and sit near the exit out of the cave they were in. 

"I'm so sorry." Fred sounded shaken, with a twinge of southern accent, "I can't believe I screwed up so bad. I was just supposed to get that book with the fancy necklace in it and bring it back so we could kill these things, and I.." Warren looked at her dirty scratched chin and cheek, bleeding slightly, her bottom lip wobbling, her eyes welling up and his heart broke. "I guess I couldn't do it right. Must have dropped it out of the book when I ran into you. Sorry that this happened to you, we'll get you back to Sunnydale as soon as we can and-" 

Warren couldn't take it anymore when she stopped her rambling to breathe and wipe the tear sliding down her cheek. He startled her by catching her hand and wiping the rest of her tears and dirt from her face. His heart thundered in his chest and he felt like an ass for making her feel so bad and making her cry. She seemed so fragile that he forgot how freaked and shocked he'd been merely a second ago and just wanted to make her feel better. 

Her hands were trembling and she gawked at him as he was touching her face. The side of his mouth quirked up in an almost smile. "So... I take it you weren't studying the 'fictional' mating habits of demons for fun?" he asked gently, humor tingeing his voice. 

She shook her head, looked into his dark eyes, feeling stupid and ridiculous and slightly insane. Laughing softly. Shocked into saying nothing. 

Fred opened her mouth... then shut it. She noticed him staring at said mouth and blushed. 

She remembered he'd asked her a question, then grinned shyly and nodded. He smiled back and they settled into a comfortable silence. 

The next thing they knew, they heard a noise and Wesley, Angel, Cordy, Gunn, and Lorne were standing in front of them. 

Angel stared at the man next to Fred warily for a moment then offered them both a hand. 

"So, accidental teleportation sucks, huh?" the vampire asked Warren. 

"Yeah, pretty much" he replied, nodding, "You have slime on your leather jacket." 

"Don't worry, I'll clean it off at the hotel. We can all eat our victory scrambled eggs and bacon and we'll explain it all out to ya." 

"Like why a vampire's being nice to me and fighting evil demons? At least I'm pretty sure they were evil." 

"Yep. Okay all, let's jump into the convertible!" Angel hollered. 

Everyone made it in, but just barely, though Fred ended up sitting half atop Wesley's lap and half on Warren's. 

Cordy took offense when no one wanted *her* on their lap. 

"Cord, we all have room to sit in the car now." Gunn pointed out. 

The highlighted haired woman huffed, "Yeah, right." 

Everyone was entertained by the ongoing argument, Warren and Fred quietly engrossed while Wesley looked at the two from his side view. Slightly jealous that they were touching, of who he wasn't quite sure, but also entranced by the streetlights playing on their dark and unique faces. 

Both beautiful in their own ways. 

Wesley smiled as he noted they both wore glasses. Maybe he had a thing for them. The glasses of course. 

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Part2

"Okay, it's not even that big of a stretch, I guess. I've lived in Sunnydale all my life, so I new about vamps. I guess demons are just one more pain to deal with." Warren cringed and looked up at Angel, "No offense." Angel shrugged and hid a grin. " Hopefully I won't run into demons as much as I do vamps though. Oh, and how do I get home?" Warren asked.

The smell of fresh eggs, toast, and bacon was in the air as the gang ate breakfast at 9:30 at night. Ate, scarfed down, no diff.. Warren smirked as he watched everyone.

Angel, the souled vamp, spoke up, ' I guess we could teleport ya back.." he looked over at the blue eyed guy that had helped calm the young man, and Fred, down, ' Wes here can probably help you out.'

The ex-watcher rose his eyebrows when he heard Angel say him name, he'd been watching Warren, fascinated, and only now was actually paying attention to what everyone else was saying... ' I wouldn't mind doing it..' he trailed off

Warren, who'd caught the look in Wes' eyes before, felt his own eyebrows reach for the sky.

' but, and I know this is crazy, couldn't we just buy him a plane ticket?' Wes finished, after gulping and looking at the dark haired guy with the glasses.

Angel grumbled, irritated, 'Well, we *could* except for the fact that Cordy used up all of this month's budget and I can't spend anymore without not having money to pay you guys *and* pay the electric. It will be totally safe, and will give ya some time to look at the city a bit before ya go.'

"I guess.. it's cool with me. I'm thinking I won't freak out the second time around, as long as you're doing it.' Warren nodded to the Englishman ' and I wouldn't mind getting to look around here a bit.'

'Right, well, Fred and I will get started on it right away... though we might take you to catch some food later, maybe a movie?' Wesley proposed. .. ideas forming in his head as he looked at the quiet girl and then the man who'd accidentally come to them.

Fred's head, which had been directed down toward her plate, jerked up slightly, a southern tinkle in her voice, "Me? what do you need me for?!"

Wesley grinned at the suprised looks on both her face and the new man's, "Besides the giant brain?"

Oh, Fred thought. "Yeah." Blinking, so duh, that's why they needed her.

"Well, there's also the fact that you need some time out of this old hotel and I wager a night out on the town with two men won't drive you insane."

Warren laughed, surprised at the man's balls. Was he imagining a bit of a leer in Wesley's tone? His cock twitched between his legs and he bit his lip.

Sheesh, he was pathetic sometimes, turned on this easy. He looked at the girl and waited patiently.

Her face was blank for a moment, but then she gave them a dazzling smile, "You goofball, messing with me like that." Fred smacked his arm. " I guess I'm in. " She looked flushed and excited, bouncing in her seat, " This place is old and dusty anyways."

Warren piped in, trying not to watch as her small breasts bounced slightly, "Maybe we could get ya a new pair of glasses too."

Fred looked sheepish.

'I hadn't even noticed.'

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part3

Fred was in her room, busy not knowing what to wear a couple minutes before the trio were to go out... soon, she was desperate enough to ask Cordelia for help. Dragging the woman in and asking her opinion. It was decided that a slim, soft red skirt that flowed around her calves, cut higher in the front and longer in the back, would accent her slim feminine legs.. and that a snug pinkish, off-white Casmir sweater would cover her up enough but still show off her figure. The first couple white buttons undone to look more casual. The shoes however were still in question.

As for the men, it became clear that Warren didn't have any clothes to wear for that night. So Wesley, not wanting the man to go and spend money on new clothes, offered his to use. They were close enough in size that it would look okay, so Warren thanked him and agreed.

Now they were both in Wesley's room in the hotel, with Warren sitting on the bed and the other man at his closet searching.

Warren watched as the Englishman's pants shifted against his ass and felt his mouth go dry, but jerked his brown eyes back up as a couple pairs of pants and a few button down shirts were tossed on the bed.

"I think these might fit you best, and they're not too boring, no matter what Cordelia may say. You'll have to wear your own shoes though." Wesley told him, smirking slightly because he'd caught him ogling him.

Warren ducked his head from that blue gaze and looked at the clothes, choosing the dark blue jeans and black button down, long sleeved shirt for himself. "They look good to me. Thanks." Was he acting shy? He didn't usually act this way. Not around women, not around men. He started to unbutton his shirt and figured he'd put the jeans on in the bathroom. When he looked back up at the sound of rustling clothes again, his fingers stilled, he figured there wasn't the need since Wesley, apparently wasn't very shy at all.

He'd really wished he hadn't gasped , but it couldn't be helped since the ex-watcher was in only his black boxers.. 

Pale skin, but fit and firm, with muscles defined just enough to make you want to trace the soft lines and indentations.. probably earned from fighting all those demons. From calves, thighs, to stomach and arms, he was like that all over. Making Warren's fingers itch. Well.. maybe the bulge between his legs wasn't soft, just full and bi-

Wesley's voiced intervened his thoughts, "Your hand is on my pants...Warren.." It was spoken softly, seductively.

It sounded like an invitation, but wasn't. His lust filled brain knew that, but it also wasn't letting him move. He looked up at Wesley's face and the man spoke again, this time leaning forward and putting a hand on top of his on the bed where it clenched the bedding and.. "right here" as Warren looked down to see, Wesley's pants. He shivered at the heat of Wesley's hand and finally got his own to loosen it's hold.

Blue eyes smoldered, heat penetrating into his own, speaking breathlessly to the Englishman as he could feel his breath against his cheek, 'Sorry.. " he'd intended to take his hand away, but it was firmly held. 

The tension made the air thick. 

Or maybe the arousal made it hard for them to breath. Feeling it tighten in their throats.

He watched Wesley's eyes close slowly and he came close, lips brushing hot against his jaw, skimming.. making Warren's erection painfully thrust against his own boxers at the mere touch. His groan was so soft that it seemed to blend perfectly with the quiet moan it incited from Wesley.

When there was a knock on the door, both of them hesitated to move. The spell not quite broken. 

The ex-watcher moved back, still staring into his eyes, trying to control his arousal. Warren tried the same thing and a smile crept to Wesley's lips.

Fred's voice asked timidly, "You all ready? The dinner reservations are for 8 and we've got 10 minutes or so."

Warren chuckled and said, "Just give us a minute and we'll be right out." He looked at Wesley and let him pull him up.

"K" was all they got back.

"I guess...we'll continue this in a little bit since we certainly don't want to be late.. or keep our date waiting." The Englishman said.

As both men dressed quickly, Wesley throwing on a gray sweater to along with his retrieved slacks, Warren responded. 

"Count on it."

When they got downstairs both men told her she looked beautiful. She glanced off to the side and said it was the clothes and shoes.

But both men cut her off and told her... no, it wasn't.

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to be continued..